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United States securities and exchange commission logo
July 20, 2023
Sachin Latawa
Chief Executive Officer
Tirios Propco Series LLC
8 The Green A
Dover, DE 19901
Re:Tirios Propco Series LLC
Offering Statement on Form 1-A
Filed June 12, 2023
File No. 024-12277
Dear Sachin Latawa:
            We have reviewed your 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.
Offering Statement on Form 1-A
Cover Page
1.We note that your cover page consists of 4 pages.  Please limit the cover page to one page,
as required by Item 1 of Part II of Form 1-A.  Please also revise to clearly disclose the
amount of each series being offered, as required by Item 1(d) of Part II of Form 1-A.
Summary, page 1
2.We note that you and your manager are Delaware corporations, but that the properties you
have acquired are based in Texas.  Please clarify how you will manage these properties on
a day to day basis, and if you have hired a third party, please identify the party and file the
agreement as an exhibit.

 FirstName LastNameSachin  Latawa
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 July 20, 2023 Page 2
 FirstName LastNameSachin  Latawa
Tirios Propco Series LLC
July 20, 2023
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3.We note your disclosure that you intend for each series to be taxed as a REIT or as a
partnership.  Please clearly disclose how you intend for each of the series in this offering
statement to be classified and provide clear disclosure on the cover page.
Reporting, page 2
4.We note that you have provided audited financial statements of the company as of and for
the period ended April 13, 2023 and that you subsequently acquired three properties.
Please tell us what intent you have to provide separate financial statements and obtain
separate audit opinions for the company and each individual Series for future periods. For
reference see Question 104.01 of the Compliance and Disclosure Interpretations for the
Securities Act Sections.
Series LLC Structure, page 3
5.We note your disclosure that there may be situations where the fees are not allocable to a
specific series.  Please disclose the situations where a fee will not be allocable to a
particular series, given that these entities are to have completely separate operations,
including from the company.
Risk Factors, page 6
6.Please expand your risk factor discussions to describe the risks attendant to the transfer
agent’s records and transfer procedures.
Our operating agreement contains provisions that reduce or eliminate duties ..., page 9
7.We note your disclosure that you have reduced or eliminated fiduciary duties of the
manager.  Please provide clear disclosure to specify when this provision would apply.
Please also clarify whether such provision complies with Delaware state law, and whether
there is any uncertainty as to its enforceability.  Please also disclose that nothing in the
operating agreement modifying, restricting or eliminating the duties or liabilities of
Fiduciary Covered Persons shall apply to or in any way limit the duties (including state
law fiduciary duties of loyalty and care) or liabilities of such persons with respect to
matters arising under the federal securities laws.  Please revise here and in your disclosure
regarding your operating agreement in the section "Securities Being Offered."
The Company's management has full discretion as to the use of proceeds..., page 11
8.We note your disclosure that the company may use proceeds for purposes related to
growing its business.  We also note similar disclosure in the use of proceeds section on
page 29.  However, we note your disclosure that individuals are investing in a specific
series and not in the company.  Please explain how the company could use proceeds for
purposes related to matters other than a particular series in which an investor has made an
investment and how this is consistent with the structure of the company and the
disclosures provided regarding the particular series assets.

 FirstName LastNameSachin  Latawa
 Comapany NameTirios Propco Series LLC
 July 20, 2023 Page 3
 FirstName LastNameSachin  Latawa
Tirios Propco Series LLC
July 20, 2023
Page 3
Risks Related to Tokenization, page 14
9.Please expand your risk factor discussions to include disclosure regarding:
•Risks associated with the distributed ledger technology, including any inherent flaws
or limitations of the blockchain technology;
•Risks related to loss or theft of the Tokens, including losses related to cyberattacks,
fraudulent or accidental transactions, loss of keys, etc.; and
•The relatively new nature of the technology and whether it may impact participation
of potential investors in the secondary market, thereby impacting potential liquidity.
Blockchain-based Series Interests; No Investment in Cryptocurrencies, page 23
10.We note that your Manager will create a blockchain wallet for each subscriber, assign a
unique network blockchain address for each wallet, and provide a public key to each
subscriber to track the balance of any series interests.  Please address the following:
•Identify the person(s) who have access to the blockchain wallet and public key, and
any policies, procedures or other security features surrounding the wallet and public
key;
•Disclose the implications for both the subscriber and the network if a subscriber loses
their key or is otherwise unable to access their Token; and
•Describe how you maintain access to, or control over, Tokens in a subscriber’s wallet
to make transfers, redeem or freeze Tokens.
11.In footnote 3 on page 23, you state that your “Manager maintains the wallet
infrastructure.  Each wallet is connected to an account created by investors on the
Platform, and holds only Tirios tokens—not cryptocurrency or other digital assets,” and
“[a]s a result, there is no risk of investors losing access to their wallet.”  Please explain to
us the factual basis for this conclusion.
12.We note your disclosure that “Each member will be provided access to view Token
holding information recorded to the Blockchain Token Ledger on the Platform,” including
“all financial information related to the Underlying Asset on the blockchain, which
includes rent, property taxes, insurance, etc., and information regarding their own
holdings.”  Please revise to address the following:
•Please revise to describe in materially complete detail the current stage of
development of the Tokens, the Platform and their functionalities;
•Discuss how the Platform interacts with the Tirios Blockchain;
•Elaborate on the role of the Tokens in your business, including how you intend for
the Tokens and Platform to interact and how the Tokens will be used, and by whom,
on your Platform;
•Describe what, if any, uses or rights investors will receive upon purchasing Tokens in
this offering and as anticipated in the future.  In this regard, we note the video
presentation posted on the “Learn More” section of your website describing
investors’ ability to track their investments, net operating income and dividend
distributions on the blockchain and sell their Tokens after holding them for a "short

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 July 20, 2023 Page 4
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July 20, 2023
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period;" and
•Disclose whether the Tokens have any value or possible use outside of the Platform.
13.We note your disclosure on page 23 that a “member will be deemed the record holder with
respect to a Token as of any date only if, as of such date, such Token is registered on the
Tirios Blockchain in such member’s name” and that the “transfer agent will maintain the
Series Interests in book form, and in the event of a conflict between the blockchain record
and the record held by the transfer agent, the transfer agent’s record will be
determinative.”  Given that the book entry system is the prevailing proof of ownership,
please revise throughout to address the following:
•Revise to clarify the nature of the Series Interests and the role of distributed ledger
technology, including, clarifying, if true, that investors will in fact be holding Series
Interests in book entry form that have additional distributed ledger technology
features for the transfer agent’s bookkeeping purposes only, or advise us otherwise;
•Describe in greater detail the record keeping process (i.e., the book entry system and
the blockchain record) and how the two records are synchronized;
•Clarify whether there are practical or legal considerations for investors due to the
distributed ledger technology features that would not exist in an offering of book
entry securities without such features; and
•Clarify whether the Tokens can be transferred separately from the underlying Series
Interests and, if not, how the two instruments are stapled.
14.We also note your disclosure on page 23 that the “Tokens are not considered by the
Company to be cryptocurrency or to have any value independent of the Series Interests.”
Please explain the basis for this statement.  Moreover, we note your disclosure on page 23
that "To that extent, we believe that the Tokens qualify as securities and their ownership
and transfer will be subject to federal and state securities laws applicable to securities
generally.”   Please provide an analysis whether the Tokens are a separate security from
the underlying Series Interests.  Furthermore, please disclose whether the Tokens are the
only representation of the Series Interests, or whether the Series Interests are also
represented in other forms.
15.On page 23, you state that “[a]t this time, the Series Interests are not currently available
for transfer, purchase or sale from one Series Interests holder to another Series Interests
holder (‘peer-to-peer’) on the blockchain or in any secondary trading market.”  Please
address the following points:
•The above-referenced disclosure appears inconsistent with the information on your
website.  In this regard, we note the video presentation posted on your website
describing investors’ ability to sell their Tokens after holding them for a "short
period," and the “How It Works” section on your website states that “Investors can
sell in the secondary market after holding the shares for a minimum holding period
(varies for each asset, typically 1 year).”  Please ensure your offering circular is
complete and accurate, and that the information on your website is consistent with
such disclosure;

 FirstName LastNameSachin  Latawa
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 July 20, 2023 Page 5
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Tirios Propco Series LLC
July 20, 2023
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•To the extent applicable, please describe the process by which a tokenholder may
transfer its Tokens, including: how an investor initiates a transfer, whether it does so
by network or by notifying the Transfer Agent, whether the smart contract contains
any restrictions on or prerequisites for transfers of Tokens, the length of time to
record transfers, whether tokenholders will be responsible for paying the gas fees for
such transfers or whether the gas is embedded in the token, and how and when the
transfers will be recorded on the blockchain;
•We note your disclosure in the penultimate paragraph on page 23 that “in the future,
the shares may be available for purchase, sale or transfer from one shareholder to
another shareholder (or potential shareholder) on the blockchain or in a secondary
trading market.”  Please disclose whether you have any plans to enable such
functionality in the near future (e.g., by entering into an agreement to make your
Tokens available for trading in the secondary market, as you reference, or enabling
the Platform to function as a trading platform for Tokens and/or crypto assets, etc.)
and if so, provide related details, to the extent known; and
•Please provide us with a detailed analysis of whether you are, or may be, required to
register as an exchange or a broker-dealer under the Exchange Act.  In your response,
please address: (i) the current and prospective functionality of your Platform, as
referenced above; and (ii) your disclosure that you “acquire single-family homes,
lease them long-term, divide them into multiple interests using blockchain
technology, and offer them as investments through the Platform;” and that your
Platform is “an investment platform that provides both direct access and opportunity
to individual investors to invest in fractional ownership of single-family income-
producing properties of a size or quality that might otherwise be unavailable to
individual investors.”
Plan of Distribution
Use of Blockchain, page 23
16.Please substantially revise this section, or elsewhere as appropriate, to describe in greater
detail the nature and structure of the Tokens and the Platform.  Your revised disclosure
should address, without limitation, the following points:
•Please disclose the material terms of the smart contract and any other documents
governing the terms of the Token and the rights of tokenholders, and file all relevant
agreements as exhibits;
•To the extent that the smart contract is based on a third-party standard, please identify
the technical standard and its material terms and conventions as they apply to the
Tokens;
•Disclose and describe the Hyperledger blockchain network that will support the
Tirios Blockchain and your Tokens, including without limitation, who maintains
access and control of such network, and the amount and timing of any fees payable to
such network, and file all relevant agreements as exhibits;
•Explain what happens if there are issues with the underlying blockchain (e.g.

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July 20, 2023
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decreased processing speeds or increased transaction fees).  Describe your
contingency plans in the event the underlying blockchain is no longer supported;
•Explain how Tokens will be validated.  Describe any additional software, portal, or
platform that will be used; and
•Disclose the circumstances, if any, under which the Tokens can be modified.
Commissions and Discounts, page 24
17.Please discuss the AML/KYC validation process that you reference on page 24.
Suitability Requirements, page 24
18.Please confirm whether the Tokens will be available to all investors regardless of
jurisdiction, or if there are any limitations on offerings in certain jurisdictions.  Please
disclose the other jurisdictions in which you are subject to regulation, how you ensure
compliance with laws and regulations in the various jurisdictions in which you operate or
offer the Series Interests, and summarize the regulatory regimes to which you are subject.
Also please add related risk factor disclosure, to the extent material.
Subscription Procedure, page 26
19.We note your disclosure that investors’ purchase price payments are made through a third-
party processor to an account you designate and the company “currently uses Stripe for
processing such payments, for which our Manager will pay all processing fees.”  Please
revise your disclosure to address the following:
•Disclose which payment types (e.g., fiat currency, crypto assets, etc.) the Platform
accepts for investors’ purchase price payments;
•Discuss whether there are any delays between the acceptance of an investor’s
subscription and payment thereof and the delivery of the Tokens; and
•Disclose the material