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SEC Comment Letter 0000000000-23-009896 to Concreit Series LLC (CIK 0001990419)

Concreit Series LLC (CIK 0001990419)
Date: Sept. 7, 2023 · CIK: 0001990419 · Accession: 0000000000-23-009896

AI Filing Summary & Sentiment

File numbers found in text: 024-12321

Date
September 7, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Concreit Series LLC (CIK 0001990419)

Letter

United States securities and exchange commission logo September 7, 2023 Sean Hsieh Chief Executive Officer Concreit Series LLC 1201 3rd Ave., Suite 2200 Seattle, WA 98101 Re:Concreit Series LLC Offering Statement on Form 1-A Filed August 22, 2023 File No. 024-12321 Dear Sean Hsieh: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Offering Statement on Form 1-A filed August 22, 2023 General 1.We note the disclosure on the prospectus cover page and elsewhere that the "offer and sale of Membership Interests for each Series shall be made pursuant to a supplement to this Offering Circular, which shall provide information relating to the Series Property such as the description and specifications of the Series Property, the acquisition price, and other relevant terms of the purchase of the Series Property (the “Series Supplement”)." Please revise the offering circular to register each separate Series being offered and provide disclosure about each Property relating to a Series being offered, including financial information. As the offering must be commenced within two calendar days after the qualification date pursuant to Rule 251(d)(3)(i)(F) of Regulation A, this disclosure must be included in the offering circular prior to qualification. We also note your disclosure that "the acceptance of investor subscriptions may be briefly paused at times in order to allow Concreit to effectively and accurately process and settle subscriptions that have

FirstName LastNameSean Hsieh Comapany NameConcreit Series LLC September 7, 2023 Page 2 FirstName LastName Sean Hsieh Concreit Series LLC September 7, 2023 Page 2 been received." Please provide us your analysis as to whether your offering should be considered to be a delayed offering and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A. 2.Please delete the Prior Performance Summary section, as it appears that Concreit Series 1 LLC did not offer programs with similar investment objectives. 3.Please include the signatures for your principal financial officer, principal accounting officer, and a majority of the members of your board of directors. Refer to Instruction 1 to Signatures on Form 1-A. Exhibits 4.The auditor consent filed as exhibit 11 refers to the auditor's report "dated August 14, 2023," although the auditor's report that is included in your offering circular on page F-1 is dated July 21, 2023. Please revise or advise. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Saher Hamideh, Esq.

Show Raw Text
United States securities and exchange commission logo
September 7, 2023
Sean Hsieh
Chief Executive Officer
Concreit Series LLC
1201 3rd Ave., Suite 2200
Seattle, WA 98101
Re:Concreit Series LLC
Offering Statement on Form 1-A
Filed August 22, 2023
File No. 024-12321
Dear Sean Hsieh:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Offering Statement on Form 1-A filed August 22, 2023
General
1.We note the disclosure on the prospectus cover page and elsewhere that the "offer and sale
of Membership Interests for each Series shall be made pursuant to a supplement to this
Offering Circular, which shall provide information relating to the Series Property such as
the description and specifications of the Series Property, the acquisition price, and other
relevant terms of the purchase of the Series Property (the “Series Supplement”)." Please
revise the offering circular to register each separate Series being offered and provide
disclosure about each Property relating to a Series being offered, including financial
information. As the offering must be commenced within two calendar days after the
qualification date pursuant to Rule 251(d)(3)(i)(F) of Regulation A, this disclosure must
be included in the offering circular prior to qualification.  We also note your disclosure
that "the acceptance of investor subscriptions may be briefly paused at times in order to
allow Concreit to effectively and accurately process and settle subscriptions that have

 FirstName LastNameSean Hsieh
 Comapany NameConcreit Series LLC
 September 7, 2023 Page 2
 FirstName LastName
Sean Hsieh
Concreit Series LLC
September 7, 2023
Page 2
been received." Please provide us your analysis as to whether your offering should be
considered to be a delayed offering and not a continuous offering within the meaning of
Rule 251(d)(3)(i)(F) of Regulation A.
2.Please delete the Prior Performance Summary section, as it appears that Concreit Series 1
LLC did not offer programs with similar investment objectives.
3.Please include the signatures for your principal financial officer, principal accounting
officer, and a majority of the members of your board of directors. Refer to Instruction 1 to
Signatures on Form 1-A.
Exhibits
4.The auditor consent filed as exhibit 11 refers to the auditor's report "dated August 14,
2023," although the auditor's report that is included in your offering circular on page F-1
is dated July 21, 2023. Please revise or advise.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Saher Hamideh, Esq.