SEC Comment Letter 0000000000-24-008416 to Auor Capital Fund V LLC (CIK 0002017115)
Auor Capital Fund V LLC (CIK 0002017115)
Date: July 25, 2024 · CIK: 0002017115 · Accession: 0000000000-24-008416
AI Filing Summary & Sentiment
File numbers found in text: 024-12462
Letter
July 25, 2024 Carl Kaeding President of Kaeding Development Group, LLC Auor Capital Fund V LLC 7900 International Drive, Suite 910 Bloomington, MN 55425 Re:Auor Capital Fund V LLC Offering Statement on Form 1-A Filed July 10, 2024 File No. 024-12462 Dear Carl Kaeding: We have reviewed your offering statement and have the following comment. 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 filed July 10, 2024 General 1.We note your response to prior comment 5 and that you intend to operate your business in a manner that will permit you to maintain an exemption from registration under the Investment Company Act of 1940, as amended. Please be advised that you are responsible for analyzing how your investments, investment strategy and business model will support that exemption. The staff has not reviewed and does not necessarily concur with disclosure with respect to the availability of that exemption. We will consider qualifying your offering statement at your request. In connection with your request, please confirm in writing that at least one state has advised you that it is prepared to qualify or register your offering. 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.
July 25, 2024 Page 2
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. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Jeremy E. Warring
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July 25, 2024
Carl Kaeding
President of Kaeding Development Group, LLC
Auor Capital Fund V LLC
7900 International Drive, Suite 910
Bloomington, MN 55425
Re:Auor Capital Fund V LLC
Offering Statement on Form 1-A
Filed July 10, 2024
File No. 024-12462
Dear Carl Kaeding:
We have reviewed your offering statement and have the following comment.
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 filed July 10, 2024
General
1.We note your response to prior comment 5 and that you intend to operate your business in
a manner that will permit you to maintain an exemption from registration under the
Investment Company Act of 1940, as amended. Please be advised that you are responsible
for analyzing how your investments, investment strategy and business model will support
that exemption. The staff has not reviewed and does not necessarily concur with
disclosure with respect to the availability of that exemption.
We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared to
qualify or register your offering. 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.
July 25, 2024
Page 2
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.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeremy E. Warring