SecProbe.io

March 11, 2025
Rawney McVaney
Manager of FISYN Management Company LLC
FISYN FUND II LLC
777 Main Street, Suite 600
Fort Worth, TX 76102
Re:FISYN FUND II LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed February 26, 2025
File No. 024-12561
Dear Rawney McVaney:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our February 10, 2025 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed February 26, 2025
Cover Page
1.Please revise to clarify, if true, that the Bonus Interests are additional Class A
Interests. Also revise to clarify the mechanics of how Bonus Interests will be allocated
in the event there are multiple subscriptions with insufficient Bonus Interests
remaining.
2.We refer to your disclosure that an investor will receive bonus perks whether they hit
the defined investment thresholds through one investment or through multiple
investments. Please revise to clarify and describe any limitations on the aggregation of
multiple investments to satisfy the investment thresholds. For example, may an
investor aggregate investments across closings or across years?
We refer to your disclosure referencing time based perks. Please revise to describe 3.

March 11, 2025
Page 2
these perks, as it appears there is no such description in the filing.
4.Please expand your disclosure regarding the bonus perks as follows:
•Specify the class of accommodation and/or quantify the maximum price/value for
the Omni Hotel Fort Worth;
•Specify the class of service and/or quantify the maximum price/value for the
flights to and from DFW airport; and
•Quantify the estimated value of the Wine and Cheese package.
Exhibit Index, page 76
5.Please provide an updated auditor consent.
Exhibit 12.1 Opinion of Legality from Dodson Robinette, PLLC, page 76
6.We note that Item 1 in Part I of your Form 1-AA indicates that the company is a
Delaware limited liability company. We also note your legality opinion from Dodson
Robinette, PLLC indicates that “Our opinion herein is expressed solely with respect to
the Oklahoma General Corporation Act, as currently in effect, and we express no
opinion as to whether the laws of any jurisdiction are applicable to the subject matter
hereof.” We do not understand why your legality opinion is referencing the Oklahoma
General Corporation Act. Additionally, your statement that “we express no opinion as
to whether the laws of any jurisdiction are applicable to the subject matter hereof”
does not appear to be appropriate in your legality opinion. Please revise your legality
opinion as appropriate.
7.We note your statement, on page 69, that “Additional capital contributions may be
required by Members holding Class A and Class B Membership Interests in the
discretion of the Manager …Additional capital contributions shall only be made by
Investor Members….” We also note your statement in the legality opinion that “the
Interests and Bonus Interests will be validly authorized, legally issued, fully paid and
non-assessable.” It appears to us that the security holders of the Class A and Class B
membership interests are liable for additional calls or assessments by the company on
the Class A and Class B membership interests. Please revise your disclosure or the
legality opinion as appropriate. We may have further comment.
            Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arden Anderson, Esq.