SecProbe.io

CORRESP
1
filename1.htm

March
19, 2025

Benjamin
Holt

David
Link

Office
of Real Estate & Construction

Division
of Corporation Finance

    Re:

    FISYN
    FUND II LLC

    Amendment
    2 to the Offering Statement on Form 1-A

    Filed
    March 18, 2025

    File
    No. 024-12561

Mr.
Holt and Mr. Link:

Please
see below for responses to the Division’s letter dated March 11, 2025, regarding the above captioned matter. All questions
have been addressed in this Amendment No. 2 to the Offering Statement on Form 1-A, filed March 19, 2025 (“Amendment”),
as further herein detailed.

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.

The
Amendment has been revised to clarify that all Bonus Interests are additional Class A Interests and that the bonus perks are only available
to investors who initially purchase Class A Interests. There is no risk that there will be insufficient Bonus Interests to allocate.
The stated amount of 5,682 Bonus Interests is the maximum amount of Bonus Interests investors can qualify for through the offering assuming
all investors qualify for the maximum amount of Bonus Interests available. Disclosure has been added clarifying that investors who do
not originally acquire Class A Interests will not be able to aggregate their investments to qualify for bonus perks.

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?

The
cover page of the Amendment has been revised to clarify that so long as the offering is open, investors may aggregate multiple investments
(including over multiple closings) to satisfy the investment thresholds for the bonus perks available.

3. We
                                            refer to your disclosure referencing time based perks. Please revise to describe these perks,
                                            as it appears there is no such description in the filing.

This
disclosure is scrivener’s error and has been removed.

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.

The
Amendment has been revised to expand the disclosure regarding the bonus perks as requested. Accommodations will include a room at a local
hotel with a maximum value of $350 per night. The flights to and from DFW airport will be coach class with an approximate value of $1,500
total for two people. The maximum value of the Wine and Cheese package is $200.

Exhibit
Index, page 76

5. Please
                                            provide an updated auditor consent.

An
updated auditor consent has been provided with the Amendment.

Exhibit
12.1 Opinion of Legality from Dodson Robinett, 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

The
error in referencing the Oklahoma General Corporation Act in the opinion letter has been corrected to reference the Delaware Code. The
statement, “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” has been revised
to state:

“Our
opinion herein is expressed solely with respect to the Delaware Limited Liability Act, as currently in effect, and we express
no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof.”

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.

The
Company has amended its operating agreement to remove the ability for the Company to call additional capital contributions. The Amendment
has been updated to reflect this change and the amended operating agreement is attached as an exhibit to the Amendment.

We
appreciate your time and attention in this matter.

    Sincerely,

    /s/
    Dodson Robinette PLLC