Correspondence 0001683168-23-007928 from MCI Income Fund VII, LLC (CIK 0001954416)
MCI Income Fund VII, LLC (CIK 0001954416)
Date: Nov. 13, 2023 · CIK: 0001954416 · Accession: 0001683168-23-007928
AI Filing Summary & Sentiment
File numbers found in text: 024-12073
Letter
Via EDGAR Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission Amendment No. 4 on Form 1-A Initially Filed November 18, 2022 File No. 024-12073 CIK: 0001954416
Dear Mr. Alper:
This letter is being submitted on behalf of MCI Income Fund VII, LLC, a Delaware limited liability company (the “Issuer”), with respect to the Issuer’s Offering Statement on Form 1-A (File No. 024-12073), filed with the United States Securities and Exchange Commission (the “Commission”) on November 18, 2022; the First Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on January 5, 2023; the Second Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on March 23, 2023; and the Third Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on June 21, 2023 (together, the “Offering Statement”). In response to a comment received from the staff of the Division of Corporation Finance (the “Staff”) during a telephone call on October 16, 2023, this letter is being submitted contemporaneously with the filing of the fourth amendment of the Offering Statement (the “Fourth Amendment”). In response to the Staff’s comment, the Issuer directs the Staff to the revised disclosure set forth in the Fourth Amendment under “Executive Officers – Track Record of Our Sponsor” beginning on page 64.
Sincerely,
/s/ Alexander Ashrafi
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Whiteford, Taylor & Preston
L.L.P.
DELAWARE*
DISTRICT OF COLUMBIA
Two James Center
KENTUCKY
Alexander Ashrafi
1021 E. Cary Street
MARYLAND
Associate
Suite 1700
PENNSYLVANIA
Direct Line (804) 977-3303
Richmond, Virginia 23219
VIRGINIA
Direct Fax (804) 593-1374
Telephone (804) 977-3300
WWW.WHITEFORDLAW.COM
AAshrafi@whitefordlaw.com
Facsimile (804) 977-3299
(800) 987-8705
November 13, 2023
Via EDGAR
Ronald Alper
Division of Corporation Finance
Office of Real Estate & Construction
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: MCI Income Fund VII, LLC
Amendment No. 4 on Form 1-A
Initially Filed November 18, 2022
File No. 024-12073
CIK: 0001954416
Dear Mr. Alper:
This letter is being submitted
on behalf of MCI Income Fund VII, LLC, a Delaware limited liability company (the “Issuer”), with respect to the Issuer’s
Offering Statement on Form 1-A (File No. 024-12073), filed with the United States Securities and Exchange Commission (the “Commission”)
on November 18, 2022; the First Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on January
5, 2023; the Second Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on March 23, 2023; and
the Third Amendment to the Issuer’s Offering Statement on Form 1-A/A, filed with the Commission on June 21, 2023 (together, the
“Offering Statement”). In response to a comment received from the staff of the Division of Corporation Finance (the
“Staff”) during a telephone call on October 16, 2023, this letter is being submitted contemporaneously with the filing
of the fourth amendment of the Offering Statement (the “Fourth Amendment”). In response to the Staff’s comment,
the Issuer directs the Staff to the revised disclosure set forth in the Fourth Amendment under “Executive Officers – Track
Record of Our Sponsor” beginning on page 64.
Sincerely,
/s/ Alexander Ashrafi
Alexander Ashrafi
Associate