SecProbe.io

July 11, 2024
Sachin Latawa
Chief Executive Officer
Tirios Propco Series LLC
8 The Green A
Dover, DE 19901
Re:Tirios Propco Series LLC
Amendment No. 10 to Offering Statement on Form 1-A
Filed June 7, 2024
File No. 024-12277
Dear Sachin Latawa:
            We have reviewed your amended offering statement and have the following comment.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Amended Form 1-A filed June 7, 2024
General
It is unclear why certain statements on your website describing the Tirios platform, the
Tokens and their functionalities for marketing or other purposes appear inconsistent with
your offering statement disclosure and previous representations to the Staff in your
response letters. As examples only, we note the following:
Refer to the video presentation posted on your website at https://www.tirios.ai/ under
the heading "Truly a platform for everyone. See why."
The video presentation states that the Tirios blockchain "allows investors to buy
digital shares  [emphasis added] called Tokens," and the "total equity value in
each home is divided into these Tokens, and each investor can buy one or more
Tokens...." The video also states that properties that pass Tirios' underwriting
standards are "presented to [investors] as Tokens," which allow them to diversify
their portfolios. These statements appear inconsistent with: (i) your disclosures at
pages 27 - 28 and elsewhere that each Token constitutes a digital courtesy copy o•1.

July 11, 2024
Page 2
of the Series Interests represented thereby, and (ii) your disclosure at pages 33 -
34 under "Subscription Procedure," which indicates that prospective Subscribers
are subscribing for Series Interests, rather than Tokens.
oThe video presentation states that, "Tirios’ platform manages payouts every
quarter using smart contracts that distribute earnings to Tokenholders. Investors
can track their investment, NOI and dividend distributions all on blockchain."
These statements appear inconsistent with your disclosure at page 28 and
elsewhere that the smart contract used to create each Token does not grant any
additional legal rights, economic rights or otherwise to the Series Interests
Member.
Several blog posts on your website include statements suggesting that Tokens created
on the Tirios blockchain afford Tokenholders certain legal or economic rights, which
appears inconsistent with your offering statement disclosures at pages 27 – 28 that the
"Tokens represent a digital courtesy copy of the Series Interests maintained on the
blockchain, and there is no value attributable to the Token in absence of the Series
Interests” and cannot be purchased, sold, or traded separate from the Series Interests.
oThe June 7, 2023 blog post titled, "The Role of Smart Contracts in Fractional
Ownership of Real Estate Assets" includes references to integrating smart
contracts into fractional ownership, including tokenization of real estate assets,
rent collection and distribution, voting and decision-making, etc., which appears
inconsistent with your offering statement disclosure for the reasons identified
above.
oThe July 16, 2023 blog post titled, “Real Estate Tokenization and Liquidity:
Unlocking the Potential of Illiquid Assets,” states that: (i) “[T]okenization refers
to the process of converting a physical asset, such as a property, into digital
tokens. These tokens represent fractional ownership of the asset, allowing
multiple investors to hold a stake in the property….To learn more about
tokenization in real estate, visit Tirios,” and (ii) “By leveraging blockchain
technology, real estate investment platforms can facilitate secure and transparent
transactions, eliminating the need for intermediaries and reducing transaction
costs….Moreover, blockchain enables the tokenization of real estate
assets….Tokenization allows for fractional ownership, making it easier for
investors to buy, sell, or trade their shares in a property…. As more platforms,
like Tirios, adopt blockchain technology, the future of real estate investment
looks brighter and more inclusive than ever before.”
The July 11, 2023 blog post titled, “Tokenizing Real Estate: The Key to
Unlocking Affordable Housing for All,” states that: (i) “This innovative
[tokenized real estate] approach leverages the power of blockchain technology to
enable fractional ownership of properties, making it possible for a wider range of
investors to participate in the real estate market,” and (ii) “Blockchain
technology plays a crucial role in the tokenization process....For investors,
tokenized real estate provides an opportunity to diversify their
portfolios....Platforms like Tirios are at the forefront of this revolution, enabling
individuals to invest in tokenized real estate listings with ease. By offering a
user-friendly platform and a diverse range of investment opportunities, Tirios o•

July 11, 2024
Page 3
empowers investors to take advantage of the benefits of tokenized real estate....”
oThe February 14, 2023 blog post titled, “Learn How Tirios Is Using Blockchain
To Help Millennials Overcome Real Estate Investment Barriers” states, “Tirios
is the only vertically-integrated investment platform that equips millennials with
the ability to own a fractional share in a rental home for as little as $1,000. It
does so by relying on blockchain technology, which helps to remove expensive
and often time-sapping intermediaries from the process.”

Please revise your website, including the blog posts therein, to remove and/or reconcile
the statements therein for consistency with your offering statement, or advise otherwise.
Please be advised that based upon your response and revisions, we may have further
comments. Additionally, in light thereof, we may also need to reconsider your disclosures
in response to our prior comments, including, without limitation, comments 6 and 9 – 21
in our letter dated July 20, 2023 and comments 3 – 10 in our letter dated September 15,
2023.
            Please contact 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.