SecProbe.io

October 16, 2024
David K. Chene
Chief Executive Officer
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-11
Submitted September 27, 2024
CIK No. 0002017206
Dear David K. Chene:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 16, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-11
Summary
The HOPP'R as an Innovative Evolution of Land Banking, page 2
1.We refer to your revised disclosure on page 58 that even if Lennar exercises a
purchase option for a Homesite that violates the pooling requirements, and you
dispute it, you are still required to immediately sell the exercised Homesite(s) to
Lennar and then litigate the issue to seek remedy and/or compensation. Please revise
to add balancing disclosures regarding these requirements.

October 16, 2024
Page 2
Founder's Rights Agreement, page 14
2.We note your revised disclosure on page C-8 and here regarding Lennar's "Effective
Equity Price Protection Right." Please revise here to explain the term in this section
by providing investors with additional context regarding this right. You may include
cross-references to more detailed discussions elsewhere in the prospectus.
Our Properties
Geography, Value and Types of Transferred Assets and the Supplemental Transferred Assets,
page 188
3.We refer to your response to comment 16 in your July 23, 2024 correspondence that
in the next amendment, you would add narrative disclosure to "explain which
properties are pooled together, based on the composition of the Transferred Assets as
of June 30, 2024." Since this amendment does not appear to have additional narrative
disclosures, in your next amendment, please revise to include this disclosure and also
ensure that it includes the Supplemental Transferred Assets, and an explanation of
how the various Groups of Homesites are placed into the pools, or advise.
General
4.We acknowledge your revised disclosures in response to prior comment 3. However,
your revised disclosures explain that your "'all-weather' permanent capital structure" is
subject to various conditions, such as Lennar and Other Customers electing to
exercise their land purchase options or, absent such option exercise, your ability to
sell finished Homesites to third parties, issue additional equity for additional land
assets, or secure third-party financing. These disclosures indicate that your platform is
not an "all-weather" platform. Please revise to further explain the basis for your
description of your platform as "all-weather," or revise your disclosures accordingly.
In addition, revise your first risk factor on page 56 to remove all mitigating language.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters. Please contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lillian Tsu, Esq.