SEC Comment Letter 0000000000-23-006548 to Norhart Invest LLC (CIK 0001964262)
Norhart Invest LLC (CIK 0001964262)
Date: June 16, 2023 · CIK: 0001964262 · Accession: 0000000000-23-006548
AI Filing Summary & Sentiment
File numbers found in text: 024-12163
Letter
United States securities and exchange commission logo June 16, 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. 5 to Offering Statement on Form 1-A Filed June 14, 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. 5 to Offering Statement on Form 1-A filed June 14, 2023 General 1.We note that your offering currently contemplates that of the $37,500,000 of Series B “Fixed” Promissory Notes being qualified, an unspecified amount may rollover into new Series B “Fixed” Promissory Notes and the Series B “Fixed” Promissory Notes may rollover into Series A “Flexible” Promissory Notes, and that of the $37,500,000 of Series A “Flexible” Promissory Notes being qualified, that an unspecified amount may be converted into Series B “Fixed” Promissory Notes, all of which may occur within one year of qualification. For any rollover that could occur within one year of the offering statement’s qualification, the underlying securities must also be qualified and the aggregate offering price reflected on the cover page of your offering statement must include the actual or maximum estimated conversion, exercise, or exchange price of such
FirstName LastNameMichael Kaeding Comapany NameNorhart Invest LLC June 16, 2023 Page 2 FirstName LastName Michael Kaeding Norhart Invest LLC June 16, 2023 Page 2 securities. Given that the amount of Series B “Fixed” Promissory Notes and Series A “Flexible” Promissory Notes that could be offered pursuant to the rollover provisions within one year may exceed the $37,500,000 amount that is being qualified, respectively, please clarify in your offering statement that the aggregate offering price includes the actual or maximum estimated conversion, exercise, or exchange price of such securities. Cover Page 2.We note that the Promissory Notes will be priced at $0.01 each. However, on page 1, you state that the investors will be able to purchase notes in amounts as low as $100. Please reconcile. Rollovers of Series B "Fixed" Promissory Notes, page 3 3.Please clarify the mechanics of the rollover process here and on pages 5, 6 and 23. Disclose that the rollover is not automatic and that an investor needs to indicate acceptance of the rollover. If the investor does not accept the rollover or does not respond by the maturity date, please state that the notes will not rollover and the company will pay the investor the principal and interest due on the maturity date. Make similar disclosures in Section 7 of the form of promissory note purchase agreement and Section 4 of the form of the Series B fixed note. Also delete references that the rollover is the “default” option. Finally, please delete the language in the last paragraph on page 3 regarding the automatic rollover over of a Series B note into a Series A note. Offering Redemption, page 5 4.We note that there are no assurances that cash for redemptions will be available prior to maturity. Please clarify that this applies only to Series A “Flexible” Promissory Notes since Series B “Fixed” Promissory Notes may not be redeemed until their term has ended. Use of proceeds, page 6 5.Here and on page 14, please clarify the term “related real estate investments” and disclose whether these investments may constitute securities. 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.
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United States securities and exchange commission logo
June 16, 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. 5 to Offering Statement on Form 1-A
Filed June 14, 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. 5 to Offering Statement on Form 1-A filed June 14, 2023
General
1.We note that your offering currently contemplates that of the $37,500,000 of Series B
“Fixed” Promissory Notes being qualified, an unspecified amount may rollover into new
Series B “Fixed” Promissory Notes and the Series B “Fixed” Promissory Notes may
rollover into Series A “Flexible” Promissory Notes, and that of the $37,500,000 of Series
A “Flexible” Promissory Notes being qualified, that an unspecified amount may be
converted into Series B “Fixed” Promissory Notes, all of which may occur within one
year of qualification. For any rollover that could occur within one year of the offering
statement’s qualification, the underlying securities must also be qualified and the
aggregate offering price reflected on the cover page of your offering statement must
include the actual or maximum estimated conversion, exercise, or exchange price of such
FirstName LastNameMichael Kaeding
Comapany NameNorhart Invest LLC
June 16, 2023 Page 2
FirstName LastName
Michael Kaeding
Norhart Invest LLC
June 16, 2023
Page 2
securities. Given that the amount of Series B “Fixed” Promissory Notes and Series A
“Flexible” Promissory Notes that could be offered pursuant to the rollover provisions
within one year may exceed the $37,500,000 amount that is being qualified, respectively,
please clarify in your offering statement that the aggregate offering price includes the
actual or maximum estimated conversion, exercise, or exchange price of such securities.
Cover Page
2.We note that the Promissory Notes will be priced at $0.01 each. However, on page 1, you
state that the investors will be able to purchase notes in amounts as low as $100. Please
reconcile.
Rollovers of Series B "Fixed" Promissory Notes, page 3
3.Please clarify the mechanics of the rollover process here and on pages 5, 6 and 23.
Disclose that the rollover is not automatic and that an investor needs to indicate
acceptance of the rollover. If the investor does not accept the rollover or does not respond
by the maturity date, please state that the notes will not rollover and the company will pay
the investor the principal and interest due on the maturity date. Make similar disclosures
in Section 7 of the form of promissory note purchase agreement and Section 4 of the form
of the Series B fixed note. Also delete references that the rollover is the “default” option.
Finally, please delete the language in the last paragraph on page 3 regarding the automatic
rollover over of a Series B note into a Series A note.
Offering
Redemption, page 5
4.We note that there are no assurances that cash for redemptions will be available prior to
maturity. Please clarify that this applies only to Series A “Flexible” Promissory Notes
since Series B “Fixed” Promissory Notes may not be redeemed until their term has ended.
Use of proceeds, page 6
5.Here and on page 14, please clarify the term “related real estate investments” and disclose
whether these investments may constitute securities.
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.