SEC Comment Letter 0000000000-24-002931 to Dome Capital, LLC (CIK 0001988836)
Dome Capital, LLC (CIK 0001988836)
Date: March 18, 2024 · CIK: 0001988836 · Accession: 0000000000-24-002931
AI Filing Summary & Sentiment
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United States securities and exchange commission logo March 18, 2024 Shakiel Humayun Co-Chief Executive Officer Dome Capital, LLC 10006 Cross Creek Blvd #103 Tampa FL 33647 Re:Dome Capital, LLC Amendment No. 1 to Draft Offering Statement on Form 1-A Submitted February 27, 2024 CIK No. 0001988836 Dear Shakiel Humayun: We have reviewed your amended 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. 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 draft offering statement or filed offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 28, 2023, letter. Amendment No. 1 to Draft Offering Statement on Form 1-A Cover Page 1.We note your revisions made in response to prior comment 1 that a closing of a series offering "will take place on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted and (ii) a date determined by the manager in its sole discretion." Further, we note that your state that a closing will occur within 10 days of a subscription being received. Please reconcile the disclosures provided regarding the closings. Further, to the extent applicable, please clearly distinguish the difference between a closing and a series closing. Additionally, please reconcile he duration of the series offering disclosed in the offering circular with the subscription agreement.
FirstName LastNameShakiel Humayun Comapany NameDome Capital, LLC March 18, 2024 Page 2 FirstName LastName Shakiel Humayun Dome Capital, LLC March 18, 2024 Page 2 2.Please clarify the statement that "If subscriptions are received on a closing date but not accepted by the company prior to such Closing, any such subscriptions will be closed on the next closing date and the investor will have the choice to apply those funds to their next investment or request in writing to the Company that the funds be returned, which the company shall process within thirty days of such request." In light of the fact that potential investors will be subscribing to a particular series in the subscription agreement, please explain the mechanics of how this would work in your offering. General 3.We note your response to prior comment 2. Please note that Guide 5 applies to real estate limited partnerships and LLCs, in addition to real estate investment trusts. The release emphasizes that in addition to real estate limited partnerships, the guide should also be considered for real estate investment trusts. Further, it is not clear from your response why Mr. Humayun’s prior real estate related should not be considered programs. We note your disclosure clearly indicates that he managed investments in real estate and that he bought and sold properties through the prior companies. Because your offering is a blind-pool, please provide the disclosure required by Industry Guide 5. 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. 4.We note the disclosure in the subcription agreement that " If the Manager accepts the subscription of the Purchaser with respect to a portion of the Units, the Purchaser shall remain committed to purchase the remainder of the Units upon any subsequent acceptance by the Manager of all or any portion the Purchaser’s subscription for such Units, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Manager’s rejection of the subscription of the Purchaser with respect to such Units in accordance with Section 2." Please provide us with your analysis regarding whether your offering should be considered a delayed offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A. 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.
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United States securities and exchange commission logo
March 18, 2024
Shakiel Humayun
Co-Chief Executive Officer
Dome Capital, LLC
10006 Cross Creek Blvd #103
Tampa FL 33647
Re:Dome Capital, LLC
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted February 27, 2024
CIK No. 0001988836
Dear Shakiel Humayun:
We have reviewed your amended 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. 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 draft offering statement or filed offering statement and the information you provide in
response to this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our November 28, 2023, letter.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Cover Page
1.We note your revisions made in response to prior comment 1 that a closing of a series
offering "will take place on the earliest to occur of (i) the date subscriptions for
the maximum number of series interests have been accepted and (ii) a date determined by
the manager in its sole discretion." Further, we note that your state that a closing will
occur within 10 days of a subscription being received. Please reconcile the disclosures
provided regarding the closings. Further, to the extent applicable, please clearly
distinguish the difference between a closing and a series closing. Additionally, please
reconcile he duration of the series offering disclosed in the offering circular with the
subscription agreement.
FirstName LastNameShakiel Humayun
Comapany NameDome Capital, LLC
March 18, 2024 Page 2
FirstName LastName
Shakiel Humayun
Dome Capital, LLC
March 18, 2024
Page 2
2.Please clarify the statement that "If subscriptions are received on a closing date but not
accepted by the company prior to such Closing, any such subscriptions will be closed on
the next closing date and the investor will have the choice to apply those funds to their
next investment or request in writing to the Company that the funds be returned, which the
company shall process within thirty days of such request." In light of the fact that potential
investors will be subscribing to a particular series in the subscription agreement, please
explain the mechanics of how this would work in your offering.
General
3.We note your response to prior comment 2. Please note that Guide 5 applies to real estate
limited partnerships and LLCs, in addition to real estate investment trusts. The release
emphasizes that in addition to real estate limited partnerships, the guide should also be
considered for real estate investment trusts. Further, it is not clear from your response why
Mr. Humayun’s prior real estate related should not be considered programs. We note your
disclosure clearly indicates that he managed investments in real estate and that he bought
and sold properties through the prior companies. Because your offering is a blind-pool,
please provide the disclosure required by Industry Guide 5. 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.
4.We note the disclosure in the subcription agreement that " If the Manager accepts the
subscription of the Purchaser with respect to a portion of the Units, the Purchaser shall
remain committed to purchase the remainder of the Units upon any subsequent acceptance
by the Manager of all or any portion the Purchaser’s subscription for such Units, the
determination of which shall be made by the Manager in its sole discretion at any time
until the earlier of the Termination Date or the Manager’s rejection of the subscription of
the Purchaser with respect to such Units in accordance with Section 2." Please provide us
with your analysis regarding whether your offering should be considered a delayed
offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A.
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.