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United States securities and exchange commission logo
October 12, 2023
Joseph Robert
Chief Executive Officer
Robert Ventures Holdings LLC
2810 N. Church St.
#28283
Wilmington, DE 19802
Re:Robert Ventures Holdings LLC
Offering Statement on Form 1-A
Filed September 15, 2023
File No. 024-12331
Dear Joseph Robert:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please note that disclosure between your website and your offering statement should be
consistent. For example only, we note your real estate description of costs on page 22 is
not consistent with your disclosure on the site.
2.Please revise your filing, where appropriate, to address the following points:
•Affirmatively identify the crypto assets that you currently or intend to acquire or
hold, accept as payment (e.g., as consideration for your securities or otherwise), lend
or stake, or otherwise transact in;
•Describe your policies and procedures, if any, for analyzing whether a particular
crypto asset that you intend to hold, acquire or otherwise transact in is a “security”
within the meaning of Section 2(a)(1) of the Securities Act and disclose that this is a
risk-based judgment and does not constitute a legal determination binding on
regulators or the courts. Disclose whether and how the recent completion of

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Ethereum’s transition to Proof-of-Stake consensus has impacted your analysis, if any,
of whether a particular crypto asset that you hold, acquire or otherwise transact in is a
“security” within the meaning of Section 2(a)(1) of the Securities Act; and
•Expand your risk factors to describe (i) the regulatory risks associated with any such
policies and procedures for determining the characterization of crypto assets and (ii)
the risks attendant to your plans, if any, to expand your business activities to include
additional types of crypto assets.
3.We note that you and your subsidiaries intend to operate your business in a manner that
will permit you to maintain exemptions from registration under the Investment Company
Act of 1940. Please provide us with a detailed analysis of these exemptions and how your
investment strategy will support these exemptions. Also, please ensure that your analysis
addresses your intention to invest 30 - 70% of the offering proceeds raised in crypto
assets, as disclosed on page 23. Finally, please note that investment companies are not
eligible to use Regulation A under Rule 251(b)(4) and Part I, Item 2 of Form 1-A. We
may refer your response to the Division of Investment Management for further review.
4.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances and revise your disclosure accordingly.
Cover page
5.Rule 253(b)(4) requires that you fix the volume of securities that you are qualifying in this
offering. Please state the volume of 1 yr Bonds, bearing interest at 8%, and 3 yr Bonds,
bearing interest at 10%, that you intend to qualify in this offering.
Offering Circular Summary, page 1
6.We note your disclosure regarding the arbitration provisions and jury trial waivers on
pages 15 through 16. Please disclose those provisions here and highlight the ability of
investors to opt out of those provisions.
The Offering
Manner of Offering, page 2
7.You state that you will offer and sell your Bonds directly through your investment
platform. Please revise to your disclosure, where appropriate, to address the following
points:
•Provide a materially complete discussion of your investment platform, including how
it operates;
•Disclose the material terms of the Technology Platform Agreement, which you have
filed as Exhibit 6.1; and
•Please disclose whether you intend to accept crypto assets as payment for

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Joseph Robert
Robert Ventures Holdings LLC
October 12, 2023
Page 3
investments, and if so, revise to identify the same. In this regard, based upon the
recitals and section 1.1 of the Technology Platform Agreement, it appears that you
may accept “digital currencies” from investors as payments on your platform.
About this Circular, page 3
8.We note your reference that you will provide documents if "readily available."  Please
explain the circumstances where your documents would not be readily available or
remove this reference.
Industry and Market Data, page 4
9.We note the statement that you cannot guarantee the accuracy or completeness of the data
prepared by other sources. Please delete or revise this disclaimer to eliminate the
implication that you are not responsible for the accuracy of the information you elect to
include in your prospectus.
Risk Factors, page 4
10.Please add risk factors to disclose that you may change your investment strategy without
bondholder approval and to disclose that there is no limit on the amount of leverage that
you may incur.
Risks Related to Our Company, page 4
11.Please expand your risk factor disclosure related to your plans to trade in crypto assets to
address risks associated with the volatility of crypto asset prices and risks associated with
staking, or otherwise lending, crypto assets. In this regard, we note your related
disclosures on page 23.
The amount of repayments to Bond holders..., page 5
12.We note your disclosure that you may not be able to repay the bonds when due. In your
business section, please clarify what will occur if you are unable to repay the bonds when
due. For example, please clarify if the bonds will continue to accrue interest in this
circumstance.  Please disclose if you have an agreement with your manager to provide
financial assistance in this situation and whether your manager has the financial resources
to provide such assistance.
Our ability to protect the confidential information of our investors..., page 6
13.Please identify the third parties you rely on to provide services for your platform.  In an
appropriate section, please disclose the services provided, the amount paid, and whether
bond purchasers will have to pay for any of the services provided.

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 FirstName LastName
Joseph Robert
Robert Ventures Holdings LLC
October 12, 2023
Page 4
We intend to avoid being classified as an investment company, page 11
14.Because of the potential status of particular crypto assets as securities, please revise this
risk factor to address the effect that holding crypto assets that may be securities will have
on your investment company status and what steps you will take to monitor investment
company status.
Special Information Regarding Forward-Looking Statements, page 16
15.We note your statement that you undertake no obligation to update any forward-looking
statements. This disclaimer does not appear to be consistent with your disclosure
obligations. Please revise to clarify that you will update this information to the
extent required by law.
Investor Suitability Standards , page 17
16.Please revise your disclosure and your subscription agreement to remove the
representation that an investor has “read” “reviewed” or “understands” the contents of the
offering statement.
Plan of Distribution, page 17
17.We note that, at this time, you are not engaging a broker-dealer and that you are offering
the bonds on a best-efforts basis.  Please revise to clarify how you will sell your securities
and disclose how you will comply with Exchange Act Rule 3a4-1.
Auto-Invest Program, page 19
18.Please revise disclosure in this section to explain how you will communicate with
investors regarding each auto investment, and how investors will reconfirm the terms of
the Bond Investor Agreement for each auto investment. Please also explain whether the
failure to reconfirm an auto investment has any impact on future auto investments, and
whether and how investors may stop, revise or change future auto investments.
Exchange of Bonds for Existing Debt, page 20
19.We note your disclosure that you will accept cancelled notes issued by the parent for
Bonds. Please explain why you believe it is appropriate to accept notes from your parent
company as payment for bonds for your company, given that this would result in less
money available for you to invest and therefore lessen your ability to repay
bondholders.  Please explain who the investors are that could exercise this ability and
clarify how this will impact your operations, including adding risk factor disclosure.
Please also disclose the total amount of notes that could be cancelled for the bonds, and
describe any matters upon which acceptance is conditioned. Finally, please tell us what
consideration you have given to the potential application of the tender offer rules, and how
you would structure the exchange of parent notes for bonds to comply with Regulation

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14E and Regulation A. We may have additional comments upon review of your response.

Use of Proceeds, page 21
20.Please clarify, in your use of proceeds, if you will repay the cost of the lots that have
already been purchased as referenced on page 25.  Additionally, please expand to include
the fees that are being paid to third parties, if such amounts are being paid out of proceeds.
Description of Business
Our Business, page 22
21.Please clarify the experience of your manager in building homes.  To the extent you have
hired a contractor to build the homes, please identify the contractor, file the contracts in
accordance with Item 17(6) of Form 1-A, and clarify if the contracts will be fixed-price or
cost-plus.
Digital Assets, page 23
22.We note your disclosure that you “will optimize investment value by engaging in yield-
generation activities like staking and earning methods while holding these digital
assets.” Please clearly state what you plan to do with the crypto assets you purchase and
how you expect to generate revenue or increase profitability by virtue of owning them. In
this regard, please provide a materially complete description of your prospective yield-
generation activities, including, without limitation:
•How the staking and earning methods operate and what they specifically entail,
including illustrative examples, as appropriate; and
•Identification of the prospective counterparties and material obligations thereof, to
the extent known.
23.Please disclose how or where you will custody the crypto assets you hold. Additionally,
discuss why you have selected this method and the related risks. Please also describe the
material terms of any prospective custody arrangements, to the extent such terms are
currently known although not finalized.
Description of Property, page 25
24.Please clarify who currently owns the lots. Please disclose the costs of each lot and
whether the lots are subject to financing arrangements. Please disclose when you
anticipate commencing construction on each lot.  Please clarify if you have already built
any houses on any of the lots.
Management's Discussion and Analysis..., page 26
25.We note your disclosure that you may sell real estate assets to fund your operations.
Please clarify what assets are ready for sale.

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Management, page 27
26.We note that you will be managed by Robert Ventures, LLC.  Please file the management
agreement in accordance with Item 17(6) of Form 1-A.  Additionally, please ensure that
you provide all of the information required by Item 10 of Form 1-A.
Part III - Exhibits, page 31
27.Please file testing the waters materials in accordance with Item 17(13) of Form 1-A.
Exhibit 11
Consent of Independent Accountants, page 35
28.Please have your independent accountants address whether their consent also pertains to
the financial statement (i.e., consolidated balance sheet) as of December 31, 2022, and
amend such consent accordingly.
Robert Ventures Holdings LLC and Subsidiaries
Consolidated Financial Statements as of and for the Period May 3, 2022 (Inception) Through
December 31, 2022
Independent Auditor's Report, page F-1
29.Please have your independent auditors tell us why their report references that their audit
was performed in part in accordance with Government Auditing Standards, and the
authoritative literature relied upon by your independent auditors.
Consolidated Financial Statements, page F-2
30.You disclose on page 4 that management has raised substantial doubt about your ability to
continue as a going concern and your independent registered public accounting firm has
included an explanatory paragraph in their opinion on your audited consolidated financial
statements for the year ended December 31, 2022, that states that there is a substantial
doubt about your ability to continue as a going concern. Please address the following:
•It does not appear that your independent accounting firm is registered with the Public
Company Accounting Oversight Board (United States). Advise or revise your
disclosure accordingly to remove language referring to such accounting firm as
"registered;"
•The Independent Auditor's Report appears to omit an explanatory paragraph
describing the uncertainty about your ability to continue as a going concern. If
applicable, advise or amend to have your auditor revise their report. Additionally, to
the extent you auditor considered an evaluation as to whether conditions or events
raise substantial doubt about your ability to continue as a going concern, their consent
should be updated accordingly;
•Amend to provide discussion in your financial statements materially consistent with
the disclosure noted above discussing management's evaluation as to whether there

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are conditions and events, considered in the aggregate, that raise substantial doubt
about your ability to continue as a going concern, including whether or not such
substantial doubt has been alleviated by management's plans. Refer to ASC 205-40-
50.
31.Please tell us why each of your audited financial statements make reference to "the
Accompanying Notes to the Independent Accountant’s Compilation Report."
Consolidated Financial Statements as of and for Six Months Ended June 30, 2023
Independent Accountant's Compilation Report, page F-12
32.We note that the Company's principal auditor SD Associates P.C. dated its audit report for
fiscal year 2022 on August 15, 2023, and dated a compilation report as of and for the
interim period ended June 30, 2023 on August 17, 2023. Providing a compilation service
and a compilation report by the principal auditor during the audit and profession