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May 10, 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. 2 to Offering Statement on Form 1-A
Filed April 26, 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.  Unless we note
otherwise, our references to prior comments are to comments in our [month, day, year] letter.
Amendment No. 2 to Form 1-A filed April 26, 2023
General
1.Form 1-A requires that issuers specify the price of the securities being offered. This means
that the interest rate payable on the note must be calculable by investors or determined by
reference to a formula with publicly available inputs (for example, by reference to a
benchmark). Your ability to change interest rates for the Series A “Floating” Promissory
Notes is within your complete discretion and therefore lacks transparency that is present
when a rate is calculable by investors or determined by reference to a formula with
publicly available inputs. Please revise your pricing method for the Series A “Floating”

 FirstName LastNameMichael Kaeding
 Comapany NameNorhart Invest LLC
 May 10, 2023 Page 2
 FirstName LastNameMichael Kaeding
Norhart Invest LLC
May 10, 2023
Page 2

Promissory Notes to comply with Regulation A. For additional guidance, please see Note
2 of Item 501(b)(3) from Regulation S-K.
2.We note that on page 2 and 23 you state that you “may offer Series B “Fixed” Promissory
Notes” and that on page 21 you “may offer [p]romissory [n]otes.” (emphasis added). To
comply with Rule 251(d)(3)(i)(F), the offering of the Series A notes and Series B notes
must commence within two calendar days after the qualification date and be offered
continuously thereafter. Please revise your disclosure to confirm that you will offer the
Series A notes and Series B notes in compliance with Rule 251(d)(3)(i)(F).
3.Rule 253(b)(4) requires that you fix the volume of securities that you are qualifying in this
offering. Please state the number of Series A notes and the number of Series B notes you
intend to qualify in this offering.
4.Your response to comment 1 indicates that you intend to rely on Rule 253(b) to change
the interest rate on the notes. Please note that Rule 253(b) and (g)(1) are only available for
the initial supplement filed after qualification for the purposes of providing the pricing-
related information omitted at qualification in reliance on Rule 253(b).
5.We note your response to comment 2. Please be advised that we are considering further
the rollover feature of the Series B “Fixed” Promissory Notes and may have additional
comments.
Investor Series A "Floating" Redemption Right, page 3
6.We reissue comment 4. Please describe in this sectionthe specific risks resulting in the
company's inability to pay all of the Series A "Floating" Promissory Notes as they are
redeemed.
Risk Factors
The Promissory Note Purchase Agreement limits your rights in some important respects, page 7
7.In response to comment 5, we note your disclosure that investors "cannot waive
compliance with federal securities laws and the rules and regulations thereunder."
Additionally, please disclose whether the arbitration provision applies to purchasers in
secondary transactions.
Use of Proceeds, page 14
8.It appears that you intend to use the proceeds from this offering to acquire securities of
your affiliate. For example, on page 14, you indicate that you may acquire preferred
equity, and, on page 20, you indicate that you “will use the proceeds of this offering
primarily to purchase investments originated by Norhart . . ..” Please note that to the
extent you engage in the business of acquiring securities of another entity, you are
engaged in a distribution of the securities of that entity. See Securities Act Rule 140. To
the extent you intend to acquire securities of an affiliate, please identify such affiliate as

 FirstName LastNameMichael Kaeding
 Comapany NameNorhart Invest LLC
 May 10, 2023 Page 3
 FirstName LastName
Michael Kaeding
Norhart Invest LLC
May 10, 2023
Page 3
co-issuer of the securities in this offering and Norhart Invest as underwriter of that
affiliate’s securities. In addition, please explain how you will comply with Securities Act
Rule 251(b)(4).
            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.