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SEC Comment Letter 0000000000-24-011141 to Dome Capital, LLC (CIK 0001988836)

Dome Capital, LLC (CIK 0001988836)
Date: Oct. 2, 2024 · CIK: 0001988836 · Accession: 0000000000-24-011141

AI Filing Summary & Sentiment

Date
October 2, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Dome Capital, LLC (CIK 0001988836)

Letter

October 2, 2024 Nabeel Syed Co-Chief Executive Officer Dome Capital, LLC 10006 Cross Creek Blvd #103 Tampa FL 33647 Re:Dome Capital, LLC Amendment No. 3 to Draft Offering Statement on Form 1-A Submitted September 17, 2024 CIK No. 0001988836 Dear Nabeel Syed: 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 September 6, 2024, letter. Amendment No. 3 to Draft Offering Statement on Form 1-A Cover Page 1.We note your response to prior comment 1. We note that you continue to present properties on your website that you do not own and that you continue to present gross profit, average investor payout and aggregate ROI. We also note this information has been added on page 24. Please advise as to the basis for providing these projections given you have no assets or operating history or remove such disclosure. Further, we note you revised your disclosure to discuss the difference in the subscription options. It appears that you intend to offer two different types of securities based upon the free access and paid access disclosures. Please revise to clarify how these two tiers of access will apply to the securities being offered. We note your response to prior comment 2. We note that your subscription agreement indicates that closings will occur promptly after acceptance of a subscription agreement; 2.

October 2, 2024 Page 2 however, your disclosure indicates that you may close when the maximum number of subscriptions are received or at the discretion of management. Please reconcile. Further, to the extent the initial closing may occur upon the date that the subscriptions for the maximum number of securities have been accepted, please explain how this is consistent with a no minimum offering. Such closing appears to make this an offering on an all-or- none basis. Further, please clarify when an investor in the "full access plan" would be expected to begin paying the monthly fee. 3.Please add back the termination date of the offering, as required by Item 1(e) of Part II of Form 1-A. 4.Please provide additional information regarding the two tiers of investment, including what is provided with each tier and the extent to which the series being offered are limited to a particular tier. Please also clearly disclose any additional services provided to the investor with the paid access tier. Also, please clarify whether both tiers will be offered through this offering circular. To the extent this is the case, please note that all of the information required by Form 1-A should be provided for all tiers. Lastly, please file the form of the agreement relating to the paid access tier. 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.

Show Raw Text
October 2, 2024
Nabeel Syed
Co-Chief Executive Officer
Dome Capital, LLC
10006 Cross Creek Blvd #103
Tampa FL 33647
Re:Dome Capital, LLC
Amendment No. 3 to Draft Offering Statement on Form 1-A
Submitted September 17, 2024
CIK No. 0001988836
Dear Nabeel Syed:
            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 September 6, 2024, letter.
Amendment No. 3 to Draft Offering Statement on Form 1-A
Cover Page
1.We note your response to prior comment 1. We note that you continue to present
properties on your website that you do not own and that you continue to present gross
profit, average investor payout and aggregate ROI. We also note this information has been
added on page 24. Please advise as to the basis for providing these projections given you
have no assets or operating history or remove such disclosure. Further, we note you
revised your disclosure to discuss the difference in the subscription options. It appears that
you intend to offer two different types of securities based upon the free access and paid
access disclosures. Please revise to clarify how these two tiers of access will apply to the
securities being offered.
We note your response to prior comment 2. We note that your subscription agreement
indicates that closings will occur promptly after acceptance of a subscription agreement; 2.

October 2, 2024
Page 2
however, your disclosure indicates that you may close when the maximum number of
subscriptions are received or at the discretion of management. Please reconcile. Further,
to the extent the initial closing may occur upon the date that the subscriptions for the
maximum number of securities have been accepted, please explain how this is consistent
with a no minimum offering. Such closing appears to make this an offering on an all-or-
none basis. Further, please clarify when an investor in the "full access plan" would be
expected to begin paying the monthly fee.
3.Please add back the termination date of the offering, as required by Item 1(e) of Part II of
Form 1-A.
4.Please provide additional information regarding the two tiers of investment, including
what is provided with each tier and the extent to which the series being offered are limited
to a particular tier. Please also clearly disclose any additional services provided to the
investor with the paid access tier. Also, please clarify whether both tiers will be offered
through this offering circular. To the extent this is the case, please note that all of the
information required by Form 1-A should be provided for all tiers. Lastly, please file the
form of the agreement relating to the paid access tier.
            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.