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United States securities and exchange commission logo
September 15, 2023
Sachin Latawa
Chief Executive Officer
Tirios Propco Series LLC
8 The Green A
Dover, DE 19901
Re:Tirios Propco Series LLC
Amended Offering Statements on Form 1-A
Filed August 22, 2023 and August 24, 2023
File No. 024-12277
Dear Sachin Latawa:
            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 July 20, 2023, letter.
Amended Offering Statement on Form 1-A
Cover Page
1.Please clearly disclose the termination date of the offering, as required by Item 1(e) of
Part II of Form 1-A.
Risk Factors
Our operating agreement contains provisions that reduce or eliminate duties ..., page 11
2.We note your response to comment 7 of our letter and reissue.  Please revise your
disclosure here and in the section "Securities Being Offered," to clearly disclose when the
limitation or elimination of the fiduciary duties of the manager applies.  Please clarify
whether there is any uncertainty as to the enforceability of this under state law.  Please

 FirstName LastNameSachin  Latawa
 Comapany NameTirios Propco Series LLC
 September 15, 2023 Page 2
 FirstName LastNameSachin  Latawa
Tirios Propco Series LLC
September 15, 2023
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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.
Blockchain technology is a relatively new and untested technology, page 16
3.We note your response to comment 9 and re-issue in part.  Please expand your risk factor
disclosures to discuss risks related to loss or theft of the Tokens, including losses related
to cyberattacks, fraudulent or accidental transactions, loss of keys, etc.  Please also
reconcile your response that “there is no risk related to cyberattacks, fraudulent or
accidental transactions, loss of keys, etc. with respect to the Tokens so long as the
Transfer Agent’s records are accurate,” with your statement here that “there can be no
assurances that the blockchain and the creation, transfer, or storage of the Tokens will be
uninterrupted or fully secure.”
Plan of Distribution
Series Interests maintained on Blockchain as a digital courtesy copy; no investment in
cryptocurrencies, page 25
4.We note your response to comment 13 and re-issue in part.  As previously requested,
please revise to 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 or advise otherwise.
5.We note your revised disclosure in the last paragraph on page 25 that the Tokens "cannot
be purchased, sold, or traded separate from the Series Interests."  Please explain how such
restriction is programmed into the Token or otherwise enforced.  Also please describe
how a holder will transfer the Series Interest and the Token as a “unit” and provide
illustrative examples of the methods by which such transfer could be effected.
6.We note your disclosure at the top of page 26 that:
•The Series Interests are not 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;
•In the future, the Series Interests may be available for purchase, sale or transfer in the
secondary trading market or on the blockchain; and
•You have no current agreement to make your Series Interests or Tokens available for
trading in the secondary market but may enter into such an agreement in the future.
Please revise to clarify whether you intend to make the Series Interests or Tokens
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 in
the future, and, if so, disclose the expected timeline and associated risks related thereto.
Furthermore, please revise to clarify how an investor may transfer Series Interests or
Tokens if they are not made available for transfer "peer-to-peer" on the blockchain or to

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 Comapany NameTirios Propco Series LLC
 September 15, 2023 Page 3
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Tirios Propco Series LLC
September 15, 2023
Page 3
trade in any secondary trading market, and make corresponding revisions to the first risk
factor on page 14 and the subsection headed “General Restrictions on Transfer” on page
49.
7.Please add a separate subsection to describe the procedures Members must follow to
initiate and effect a secondary transfer of Series Interests and Tokens in order to ensure
the transfer is reflected in the records of the Transfer Agent, including, without limitation:
•Any transfer restrictions of the Series Interests and Tokens or transfer prerequisites
and describe the material features of the Transfer Agent’s whitelisting procedures,
including its AML/KYC procedures;
•How a potential transferor may gain the Manager's approval of their potential
transferee. In this regard, we note your disclosure under "General Restrictions on
Transfer" on page 49 that transfers of Series Interests are prohibited unless the
written consent of the Manager has been obtained, which consent may be withheld in
its sole and absolute discretion;
•The steps a potential transferee must take to open a digital wallet that is compatible
with the Tokens;
•Whether the transferor initiates a transfer by network, by notifying the Transfer
Agent, or otherwise; and
•How long it will take to record transfers.
Subscription Procedure, page 31
8.Please be advised that we continue to review your response to the fourth bullet of
comment 15 and added disclosure in the second paragraph on page 31 and may have
further comments.
9.We note your response to comment 19 and re-issue in part.  Please file your agreement
with Stripe Inc. as an exhibit or tell us why you are not required to do so.
10.We note your response to comment 20 and re-issue in part.  Please revise your disclosure
to state, if true, that only whole Tokens may be issued or transferred.
Use of Proceeds, page 35
11.We reissue comment 26.  Please describe any anticipated material changes in the use of
proceeds if all of the securities being qualified in the offering statement are not sold.  See
Instruction 3 to Item 6 of Part II of Form 1-A.  Consider providing such information in
tabular format at different levels of proceeds.  In addition, please clarify if there is a
limitation on management's ability to be repaid from future revenues and add risk factor
disclosure regarding the impact on investors if the manager decides to go this route
instead of receiving Series Interests.

 FirstName LastNameSachin  Latawa
 Comapany NameTirios Propco Series LLC
 September 15, 2023 Page 4
 FirstName LastName
Sachin  Latawa
Tirios Propco Series LLC
September 15, 2023
Page 4
Description of Business
Plan of Operations, page 38
12.We are unable to locate your response to comment 28 of our letter.  In light of your
expected use of leverage in operations, please address here, and in the risk factor section
in a separate risk, the impact of increased interest rates on investors.  We note that interest
rates have increased over the past couple years and that, specifically, with respect to the
current properties, the loans are due in June 2024 and you will likely need to obtain new
financing at that time or renegotiate the current terms, which could result in even higher
interest rates.
Property Overview, page 42
13.Noting the disclosure added regarding the loans used to finance the acquired properties,
please revise here and elsewhere in the document, as appropriate, to disclose how you
intend to settle these outstanding loans at maturity.  To the extent you intend use other
financing methods, please disclose them and the anticipated terms of those methods.
Consider the need for associated risk factor disclosure.
14.For each of the properties, please disclose the anticipated monthly operating costs of
owning them.  Examples of anticipated operating costs include, but are not limited to,
interest on the debt used to purchase them, insurance, real estate taxes, managements fees,
accounting fees, maintenance fess, etc.   Compare the total of the expenses to the
anticipated monthly rent for of the properties that is disclosed in this section.
Compensation of Manager, page 46
15.We note your response to comment 34 of our letter.  We note that commissions paid to the
manager were deducted from total acquisition fees based on your disclosure on pages 35
to 37.  Please disclose the total acquisition fees received by the manager, including the
amounts deducted and clarify that these were commissions paid and the role the manager
and its affiliates played that resulted in receiving these commissions.
16.We note the disclosure that you may retain the services of certain of the Manager's
affiliates.  Please clearly disclose those affiliates that may provide services, clearly
disclose the services they may provide and disclose the potential compensation
arrangements.  To the extent specific services will be provided to these affiliates for the
series being offered, clearly disclose.  Please add risk factor disclosure.

 FirstName LastNameSachin  Latawa
 Comapany NameTirios Propco Series LLC
 September 15, 2023 Page 5
 FirstName LastName
Sachin  Latawa
Tirios Propco Series LLC
September 15, 2023
Page 5
Prior Performance, page 76
17.We note your response to comment 35 and reissue.  Please revise to provide all of the
disclosure required by Item 8 of Industry Guide 5, including the narrative summary, and
please ensure that the prior performance tables are consistent with the requirements of
Corporation Finance Disclosure Topic 6.  For example only, please ensure that you
disclose the number of investors, the amount raised, and whether you purchased new, used
or construction properties.
Exhibits
18.We note that many of the exhibits were filed in an improper electronic format.  Please
note that while you may file electronic documents as an image as an unofficial copy, you
must still file your exhibits with an acceptable electronic format.  Refer to Rule 102(a) of
Regulation S-T and Section 2.1 of Volume II of the EDGAR Filer Manual.
            You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Arden Anderson, Esq.