SecProbe.io

May 2, 2025
Todd B. Parriott
Chief Executive Officer
Connect Invest III LLC
6700 Via Austi Parkway, Suite E
Las Vegas, NV 89119
Re:Connect Invest III LLC
Offering Statement on Form 1-A
Filed April 16, 2025
File No. 024-12602
Dear Todd B. Parriott:
            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 April 4, 2025 letter.
Offering Statement on Form 1-A
Cover Page
1.We note your response to prior comment 1, and that you are offering two distinct
classes of securities. As previously stated, please specifically state the amount you are
offering of each of the Class A-1 and Class A-2 notes.
Exhibits
We refer to the Exhibit A-1 to the Note Purchase Agreement filed as Exhibit 3.2, and
note that it states the Class A-2 note will automatically roll over unless the holder
elects to receive repayment of the principal and any accrued and unpaid interest. We
also note that your disclosure on page 3 states that the Class A-2 notes will
automatically roll over unless the holder notifies you pursuant to a written or
electronic communication delivered at least 10 calendar days prior to the applicable
maturity date. Please revise your Note Purchase Agreement to be consistent with your 2.

May 2, 2025
Page 2
disclosures regarding this requirement, or advise.
General
3.Please publicly file your Draft Offering Statement in accordance with Rule 252(d) of
Regulation A.
4.We refer to the Class A-2 Notes, which you state will automatically roll over, and
your revised disclosure that the notes will automatically roll over unless the holder
notifies you at least 10 calendar days prior to the applicable maturity date that such
holder elects to receive repayment. Please revise your disclosures as appropriate to
explain that with respect to automatic rollovers, you have the obligation to ensure that
a non-accredited target investor is within the 10% investment limit set forth in Rule
251(d)(2)(i)(C). To the extent there may be any risks that you face from failures in
these processes, consider whether any additional disclosure, including risk disclosure,
may be appropriate.
            We will consider qualifying your offering statement at your request. 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.
            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. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kenneth Betts, Esq.