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April 7, 2023
Michael Kaeding
Chief Executive Officer
Norhart Invest LLC
1081 4th St SW
Suite 400
Forest Lake, MN 55025
Re:Norhart Invest LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed March 22, 2023
File No. 024-12163
Dear Michael Kaeding:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form 1-A filed March 22, 2023
General
1.We note that you may modify the applicable interest rate on the Series A "Floating"
Promissory Notes from time to time in your sole discretion with all updates to the
applicable interest rate to be communicated to Investors through the Platform, and that
such all updates to the applicable interest rate will apply to all outstanding Series A
“Floating” Promissory Notes held by such Investor as of the effective date of the interest
rate change.  In light of your ability to change the interest rate applicable to Series A
"Floating" Promissory Notes at any time, please explain how this offering will comply
with Section 5 of the Securities Act.  We may have further comments.

 FirstName LastNameMichael Kaeding
 Comapany NameNorhart Invest LLC
 April 7, 2023 Page 2
 FirstName LastNameMichael Kaeding
Norhart Invest LLC
April 7, 2023
Page 2
2.We note that by default, on the applicable maturity date of the Series B “Fixed”
Promissory Note will rollover into a new Series B “Fixed” Promissory Note for the same
term. We further note that the Investor may cancel this rollover within first 10 days of
going into effect. Please clarify whether the "rollover" of Series B note to Series A note is
a conversion. Additionally, as the "rollovers" are new issuances of securities, please tell us
whether you plan on registering or finding an exemption from registration for those
transactions. If you plan on using Regulation A as an exemption from registration, please
confirm your understanding that the dollar amount of securities rolled over will count
against your $75 million offering cap under Rule 251(a)(2).
3.We note your disclosure that the Company may offer Series B “Fixed” Promissory Notes
"from time to time." Please clarify throughout the filing that you will continuously offer
the notes.
Investor Series A "Floating" Redemption Right, page 3
4.We note that in the event an Investor exercises such Investor’s redemption right with
respect to a given Series A “Floating” Promissory Note, the Company will remit to the
Investor’s Norhart Invest Account the accrued and outstanding interest and outstanding
principal balance. Please expand your disclosure here and on page 23, by describing any
circumstances where such an exercise of redemption right may be limited. For instance,
we note your disclosure on page 10 that if the management of investment term mismatch
fails, the Company "may not provide redemptions to Investors." Please describe in greater
detail the risks to the Investors in the event that you will not be able to provide
redemptions to Investors.
Risk Factors
The Promissory Note Purchase Agreement limits your rights in some important respects, page 7
5.We note your disclosure regarding binding arbitration and waiver of right to a jury trial.
Please state that investors cannot waive compliance with federal securities laws and the
rules and regulations thereunder. Specifically, for the arbitration provision, expand your
disclosure to include a description of the provision, the impact on claims arising under
other laws, and whether or not the provision applies to purchasers in secondary
transactions.
Pursuant to Section 2(b) of the Series A "Floating" Promissory Notes . . ., page 9
6.We note your disclosure that any newly issued Series A “Floating” Promissory Notes will
be issued at the then-applicable interest rate. Please disclose how you plan to notify new
investors of the new interest rate.

 FirstName LastNameMichael Kaeding
 Comapany NameNorhart Invest LLC
 April 7, 2023 Page 3
 FirstName LastName
Michael Kaeding
Norhart Invest LLC
April 7, 2023
Page 3
Signatures, page III
7.Please revise to reflect that the offering statement is also signed by the principal financial
officer, principal accounting officer, and a majority of the members of the Company's
board of directors or other governing body.  See Instructions to Signatures in Form 1-A.
            Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Donald Locke, Esq.