SecProbe.io

United States securities and exchange commission logo
April 10, 2024
Sachin Latawa
Chief Executive Officer
Tirios Propco Series LLC
8 The Green A
Dover, DE 19901
Re:Tirios Propco Series LLC
Amendment No. 8 to Offering Statement on Form 1-A
Filed March 14, 2024
File No. 024-12277
Dear Sachin Latawa:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 8 to Offering Statement on Form 1-A
Plan of Distribution
Procedure for Transfer on Tirios Secondary Platform, page 34
1.Please revise your disclosure to clarify, if true, that only the Company has access to the
private keys that allow for the transfer of ownership of the Tokens, and as a result, only
the Company has the ability to create the transfers of Tokens.
General
2.We continue to believe that the Company and/or the Manager may be required to register
as a broker-dealer based on your description of the expected procedure for secondary
trading. For example, it appears that the Company will be handling customer funds to
facilitate settlement of secondary transactions. See your response to comment 4 of the
March 2024 letter (“The payment received from prospective buyer is held by the
Company in a separate bank account waiting for instructions on the next steps from the
executing Broker.”). In addition, it appears that the Company and/or the Manager would

 FirstName LastNameSachin  Latawa
 Comapany NameTirios Propco Series LLC
 April 10, 2024 Page 2
 FirstName LastName
Sachin  Latawa
Tirios Propco Series LLC
April 10, 2024
Page 2
be soliciting securities transactions (e.g., by displaying available bids and offers in the
secondary market) and accepting and transmitting orders for securities transactions. These
activities indicate that the Company and/or the Manager may fall within the definition of
“broker,” which is broadly defined as “any person engaged in the business of effecting
transactions in securities for the account of others.” As a result, please provide a detailed
legal analysis (citing applicable caselaw, no-action letters or other guidance) explaining
why you believe the Company and/or the Manager would not be acting as a broker-dealer
in connection with these activities.
3.In addition, please update your risk factors to state that the Company and/or the Manager
may be acting as an unregistered broker-dealer as a result of their activities in connection
with the Tirios Secondary Platform. In this risk factor, please provide the definition of
“broker” and clarify that issuers are not exempt from the definition of “broker” when
effecting transactions for the account of others.
4.We also note that your response to comment 1 of the March 2024 letter states that the
Manager intends to rely on the exemption in Exchange Act Rule 3a4-1. We note that this
exemption is only available to certain natural persons associated with an issuer in
connection with sales by the issuer for the issuer’s account. It would not be available to a
legal entity associated with an issuer or to any person in connection with the facilitation of
secondary trading. Please provide a detailed legal analysis as to why you believe the
Manager can properly rely on this exemption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please 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.