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Correspondence 0001213900-23-022144 from Landa Financing LLC (CIK 0001965132)

Landa Financing LLC (CIK 0001965132)
Date: March 22, 2023 · CIK: 0001965132 · Accession: 0001213900-23-022144

AI Filing Summary & Sentiment

Date
February 17, 2023
Author
/s/
Form
CORRESP
Company
Landa Financing LLC (CIK 0001965132)

Letter

VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Re: Landa Financing LLC Offering Statement on Form 1-A Filed February 17, 2023 CIK No. 0001965132

Dear Staff of the Division of Corporation Finance:

This letter is submitted on behalf of Landa Financing LLC (the “Company”) in response to a comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 16, 2023 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A filed with the Commission on February 17, 2023 (the “Offering Statement”). The response provided is based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing an amended Offering Statement on Form 1-A (the “Amended Offering Statement”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s comments have been reproduced in bold italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Offering Statement. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Offering Statement.

Draft Offering Statement on Form 1-A

Cover Page

1. Your disclosure states that the per share purchase price will be $10 for “approximately one year” and then your price will be determined on or “about the first day of each month (or such other period as determined by our Manager in its sole discretion, but no less frequently than annually) and will equal the Company’s net asset value (“NAV”), divided by the number of Shares outstanding as of the end of the immediately preceding month (such amount, the “NAV Per Share”).” However, at the market offerings are not permitted under Regulation A. See Rule 251(d)(3)(ii) of Regulation A. Therefore, please clarify when you expect to calculate NAV Per Share.

Response to Staff Comment No. 1

By permitting the Manager in the Offering Statement to exercise discretion to make changes to the pricing formulation, it was not the Company’s intention for the Offering to be considered an “at the market” offering. Therefore, in response to the Staff’s comment, the Company has determined to eliminate any discretion on the part of its Manager to change the pricing time periods, and has revised the Amended Offering Statement to reflect a fixed, quarterly pricing time period in relation to the pricing formulation of the Offering. Further and to the extent the Company determines in the future to set forth a different specified pricing period other than as stated in the Amended Offering Statement, the Company has revised the Amended Offering Statement to state that it will either terminate or amend this offering and file a new Offering Statement or Post Qualification Amendment in compliance with Regulation A.

Signatures, page 107

2. Please add the signatures for the persons in the capacities of the company’s principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its board of directors. See instructions to signatures in Form 1-A.

Response to Staff Comment No. 2

In response to the Staff’s comment, the Company has revised the Amended Offering Statement to include the signatures for the persons in the capacities of the Company’s principal executive officer, principal financial officer, and principal accounting officer.

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842.

Sincerely,
/s/
Mark Schonberger

Show Raw Text
CORRESP
1
filename1.htm

    Goodwin
    Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 212 813 8800

March 22,
2023

VIA
EDGAR

U.S. Securities
and Exchange Commission

Division of
Corporation Finance – Office of Real Estate & Construction

100 F Street,
N.E.

Washington,
D.C. 20549-3010

    Re:
    Landa
    Financing LLC

    Offering
    Statement on Form 1-A

    Filed
    February 17, 2023

    CIK
    No. 0001965132

Dear Staff
of the Division of Corporation Finance:

This
letter is submitted on behalf of Landa Financing LLC (the “Company”) in response to a comment letter from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated March 16, 2023 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form
1-A filed with the Commission on February 17, 2023 (the “Offering Statement”). The response provided is based
upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing an amended Offering Statement on
Form 1-A (the “Amended Offering Statement”), which includes changes in response to the Staff’s comments
as well as other revisions.

For
your convenience, the Staff’s comments have been reproduced in bold italics herein with responses immediately following each comment.
Unless otherwise indicated, page references in the Staff’s comments refer to the Offering Statement, and page references in the
responses refer to the Amended Offering Statement. Defined terms used herein but not otherwise defined have the meanings given to them
in the Amended Offering Statement.

Draft
Offering Statement on Form 1-A

Cover
Page

 1. Your
                                            disclosure states that the per share purchase price will be $10 for “approximately
                                            one year” and then your price will be determined on or “about the first day of
                                            each month (or such other period as determined by our Manager in its sole discretion, but
                                            no less frequently than annually) and will equal the Company’s net asset value (“NAV”),
                                            divided by the number of Shares outstanding as of the end of the immediately preceding month
                                            (such amount, the “NAV Per Share”).” However, at the market offerings are
                                            not permitted under Regulation A. See Rule 251(d)(3)(ii) of Regulation A. Therefore, please
                                            clarify when you expect to calculate NAV Per Share.

 Response
                                            to Staff Comment No. 1

By
permitting the Manager in the Offering Statement to exercise discretion to make changes to the pricing formulation, it was not the Company’s
intention for the Offering to be considered an “at the market” offering. Therefore, in response to the Staff’s comment,
the Company has determined to eliminate any discretion on the part of its Manager to change the pricing time periods, and has revised
the Amended Offering Statement to reflect a fixed, quarterly pricing time period in relation to the pricing formulation of the Offering.
Further and to the extent the Company determines in the future to set forth a different specified pricing period other than as stated
in the Amended Offering Statement, the Company has revised the Amended Offering Statement to state that it will either terminate or amend
this offering and file a new Offering Statement or Post Qualification Amendment in compliance with Regulation A.

Signatures,
page 107

 2. Please
                                            add the signatures for the persons in the capacities of the company’s principal executive
                                            officer, principal financial officer, principal accounting officer, and a majority of the
                                            members of its board of directors. See instructions to signatures in Form 1-A.

Response
to Staff Comment No. 2

In
response to the Staff’s comment, the Company has revised the Amended Offering Statement to include the signatures for the persons
in the capacities of the Company’s principal executive officer, principal financial officer, and principal accounting officer.

If
you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not
hesitate to contact me at (212) 813-8842.

    Sincerely,

    /s/
    Mark Schonberger

    Mark Schonberger

cc: Via E-mail

Yishai Cohen,
Chief Executive Officer

Charles Tomlinson,
Head of Accounting

Erick Posser,
Esq., General Counsel

Landa Holdings,
Inc.

Farnell Morisset,
Esq.

Patrick Wilson,
Esq.

Goodwin
Procter LLP