SEC Comment Letter 0000000000-23-012924 to Dome Capital, LLC (CIK 0001988836)
Dome Capital, LLC (CIK 0001988836)
Date: Nov. 28, 2023 · CIK: 0001988836 · Accession: 0000000000-23-012924
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United States securities and exchange commission logo
November 28, 2023
Shakiel Humayun
Co-Chief Executive Officer
Dome Capital, LLC
10006 Cross Creek Blvd #103
Tampa FL 33647
Re:Dome Capital, LLC
Draft Offering Statement on Form 1-A
Submitted November 13, 2023
CIK No. 0001988836
Dear Shakiel Humayun:
We have reviewed your draft offering statement and have the following comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for non-public submissions,
amendments and correspondence. 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 your amended draft offering statement or filed offering statement and
the information you provide in response to this letter, we may have additional comments.
Draft Offering Statement on Form 1-A
General
1.We note your disclosure on the cover page that closings may be made at any level of
proceeds raised and on page 6, you state you will close once you have reached the
maximum offering for each series. Please revise to provide additional detail regarding the
mechanics of the closings, including at which point in the closing process you will make a
final determination to accept or reject a subscription.
2.Because your offering is a blind-pool, please provide the disclosure required by
Industry Guide 5 or advise. For example only, and not limited to the following, please
clearly disclose the compensation to be paid to your manager pursuant to Item 4 and
provide the disclosure required by Item 8, including prior performance tables. For
guidance, refer to Release No. 33-6900 (June 17, 1991), Item 7(c) of Part II of Form 1-A,
and Corporation Finance Disclosure Guidance Topic No. 6.
FirstName LastNameShakiel Humayun
Comapany NameDome Capital, LLC
November 28, 2023 Page 2
FirstName LastName
Shakiel Humayun
Dome Capital, LLC
November 28, 2023
Page 2
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: Rajiv Radia, Esq.