Correspondence 0001731122-23-001702 from Concreit Series LLC (CIK 0001990419)
Concreit Series LLC (CIK 0001990419)
Date: Sept. 14, 2023 · CIK: 0001990419 · Accession: 0001731122-23-001702
AI Filing Summary & Sentiment
File numbers found in text: 024-12321
Referenced dates: September 7, 2023
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CORRESP
1
filename1.htm
Mr. Kibum Park
VIA Edgar and Electronic Mail
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
September 13, 2023
Re: Concreit
Series LLC
Offering
Statement on Form 1-A
Filed
August 22, 2023
File
No. 024-12321
Dear Mr. Park:
In response
to your
letter
dated September
7, 2023 regarding
Offering Statement on Form 1-A of CONCREIT SERIES LLC, (the “Company”) file number 024-12321, we
hereby
submit the
following
response.
Each line item
below
corresponds
to the comment
number
in your
letter followed
by our
response:
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 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.
Response: We have revised the offering
circular to reflect this timing requirement.
As it pertains to the 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 been received.” This disclosure is intended to reflect brief pauses in processing investor
subscriptions that will occur over less than one (1) calendar week to allow for settlement and processing of wires to occur. It is not
intended to reflect any pause in the offering, and thus the Company would not be conducting a delayed offering and conforming with the
expectations of 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.
Response: We have revised the offering
circular to reflect this timing requirement.
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.
Response: We have revised the offering
circular to reflect this timing requirement.
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 have revised the auditor consent
to reflect this requirement.
Very
truly yours,
GERACI LAW FIRM
/s/ Saher Hamideh
Saher Hamideh
s.hamideh@geracillp.com
(949) 379-2600