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November 14, 2023

Stacie Gorman

Office of Real Estate & Construction

Division of Corporation Finance

 Re:

 Robert Ventures Holdings LLC

 Offering Statement on Form 1-A

 Filed September 15, 2023

 File No. 024-12331

Ms. Gorman:

Please see below for responses to the Division’s letter dated October 12, 2023, regarding the above captioned matter. All questions have been addressed in Amendment No. 1 to the Offering Statement on Form 1-A, filed November 14, 2023 (“Amendment”), as further herein detailed.

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.

We have revised our website to be consistent with the Amendment.

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

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.

We have revised our filing to clarify that we initially intend to invest in only Bitcoin and Ethereum, which we have determined do not qualify as securities.

The Company does not intend to accept crypto assets as payment for the Bonds or otherwise and has updated the Amendment accordingly.

We have added disclosure in the Digital Assets subsection of the Our Business section to explain we are developing a policy on the determination of security tokens which will guide the Company in analyzing whether a potential crypto purchase is a security, which includes reviewing the crypto’s whitepaper, the SEC’s and CFTC’s position on the crypto, and an internal analysis of the Howey factors. We do not intend to purchase any digital assets other than Bitcoin and Ethereum until such policy has been completed. In addition, we will solicit legal counsel on whether prospective crypto purchases are securities. We have disclosed that this is a risk-based, rather than a conclusive legal, determination, as well as the consequences to the company should our analysis prove incorrect.

We have added a new risk factor, “We have implemented policies to prevent digital asset investments from exceeding 40%, but those policies exclude Bitcoin and Ethereum from the calculation. If either of those are classified as securities, the Company may be deemed an investment company under the Investment Company Act,” which discusses our analysis of Ethereum’s transition and the risk to the Company due to same. We have also discussed our analysis of the transition in the “Digital Assets” subsection under “Our Business.”

We have added additional discussion of the regulatory risks associated with our policies and procedures for characterizing crypto assets under the newly modified heading “We intend to avoid being classified as an investment company, but our classification depends on the percentage of our total assets that constitute securities—and state and federal regulators including the SEC may determine that certain of our assets are securities contrary to the Company’s position.”

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.

The Company is not an investment company because: (A) it does not and will not hold itself out as being engaged primarily, or proposing to engage primarily, in the business of investing, reinvesting, or trading in securities; (B) it is not engaged in or proposing to engage in the business of issuing face-amount certificates of the installment type, and has not been engaged in such business and has no such certificates outstanding; and (C) is not engaged in or proposing to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and does not own or propose to acquire investment securities having a value exceeding 40 percent of the value of the Company’s total assets exclusive of Government securities and cash items on an unconsolidated basis.

With respect to the subsection (C) definition, the Company will ensure that it does not own investment securities having a value exceeding 40% of the value of the Company’s total assets (excluding Government securities and cash) on an unconsolidated basis in two ways:

First, the Company is investing a significant portion of its assets in real estate, which is not a security.

Second, with respect to crypto asset investments, the Company is initially investing only in Bitcoin and Ethereum, which we have determined do not qualify as securities. To the extent the Company proposes to acquire crypto assets in the future which may be considered securities, the Company intends to conduct a robust analysis to ensure the chosen crypto asset is not a security, which will include reviewing the SEC’s and CFTC’s position with respect to the prospective crypto asset investment, review of court cases and news and legal content monitoring services discussing the crypto asset, and soliciting legal counsel’s opinion on whether the prospective crypto asset investment likely constitutes a security.

As the final safeguard, the Company will review its holdings on a monthly basis to ensure that its crypto asset investments that are not Bitcoin or Ethereum do not exceed 40% of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis and will sell crypto asset holdings as needed to remain under 40%.

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.

We have incorporated applicable issues from the sample letter into our Amendment.

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.

Pursuant to Rule 253(b)(4), we have revised to clarify that we may sell up to 7,500,000 $10 1 yr Bonds, up to 7,500,000 $10 3 yr Bonds, or a combination of $10 1 yr and 3 yr Bonds not to exceed 7,500,000 in aggregate.

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.

We have added an appropriate disclosure on the summary page regarding the waiver provisions and a general summary of the opt-out procedure.

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 forinvestments, 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.

We have revised our disclosure to provide additional information about our investment platform, including how investors access WealthBlock.ai through our investor portal and have provided a description of the registration process.

We have also disclosed material terms of our agreement with WealthBlock Inc., the provider of WealthBlock.ai, including an overview of the services provided by them, a disclosure that they are not acting as a fiduciary or advisor, and a disclosure of fees.

We have also clarified that investors may make payment by ACH, wire transfer, or credit card, in addition to any other methods available on the platform—except for digital currency, which may be offered in WealthBlock.ai but the Company does not intend to accept such digital currency for payment.

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.

We have deleted the reference to providing documents if “readily available.”

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.

We have deleted this disclaimer.

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.

We have added the requested risk factors.

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.

We have added several additional risk factors, including but not limited to risks related to slashing, liquidity, regulations, counterparty, and technology.

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.

We have revised our disclosure to clarify that the Bonds will continue to accrue interest if the Company fails to make a required payment. We have also clarified that there is no agreement with our parent company or Manager to provide any shortfall and that they may not be in a financial position to do so. If we fail to make a payment, the Company will be in default on the Bonds and the investor will have the ability to sue us. If one or more investors sue us and are successful in obtaining a judgment, the investors may have the ability to foreclose on our assets. The Company may not have enough assets to support all judgments and/or ongoing operations, and we may have to file bankruptcy.

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.

We have revised our risk factor to identify WealthBlock.ai, Cliq, and North Capital as third parties providing services for our platform and for which we are dependent on their IT security protocols to safeguard confidential investor information.

We have also added the following fee disclosures in the “Manner of Offering” section:

WealthBlock.ai: $18,000, paid by the Company;

Cliq: 2.74% to 3% of each credit card transaction, and $4.50 plus .02 basis points per ACH transaction, paid by the investor; and

North Capital: $1.75 per KYC check, paid by the Company.

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.

We have revised this risk factor to be titled: “We intend to avoid being classified as an investment company, but our classification depends on the percentage of our total assets that constitute securities—and state and federal regulators including the SEC may determine that certain of our assets are securities contrary to the Company’s position.”

Consistent with the revised title, we have described the Company’s methodology for determining that it does not invest in securities to avoid becoming an investment company, and the Company’s process for ensuring Investment Company Act compliance by remaining under the 40% investment threshold in case the Company’s position is incorrect.

We have also disclosed the effects that stem from a reclassification of the Company’s investments as securities, particularly if such reclassification results in the Company exceeding the 40% threshold.

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.

We have revised the disclaimer to indicate that we will make such updates and public announcements 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.

We have revised the Investor Suitability Standards disclosure and our subscription agreement to remove representations regarding investors having “read,” “reviewed,” or “understand[ing]” the offering statement.

However, please note that the company retains the right to reject investors in its sole discretion. The Company does not wish to accept any investor that has not read or understood our disclosures. In dealing with this co