SEC Comment Letter 0000000000-25-002192 to Hartley Opportunity Fund LLC (CIK 0002056463)
Hartley Opportunity Fund LLC (CIK 0002056463)
Date: Feb. 26, 2025 · CIK: 0002056463 · Accession: 0000000000-25-002192
AI Filing Summary & Sentiment
File numbers found in text: 024-12576
Letter
February 26, 2025 Steve Larsen Chief Executive Officer The Hartley Opportunity Fund, LLC 6501 N Cedar St., Building 4, Suite C Spokane, WA 99208 Re:The Hartley Opportunity Fund, LLC Offering Statement on Form 1-A Filed February 14, 2025 File No. 024-12576 Dear Steve Larsen: 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 February 14, 2025 General 1.We note your disclosure on page 48 of your offering circular regarding Mr. Steve Larsen's experience managing multiple private fund offerings, including two multi- family housing development projects. Please revise your offering circular to provide the prior performance of programs with similar investment objectives, as required by Item 8 of Industry Guide 5, or advise. Refer to Item 7(c) of Part II of Form 1-A. 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,
February 26, 2025 Page 2 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 Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Louis Amatucci Esq.
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February 26, 2025
Steve Larsen
Chief Executive Officer
The Hartley Opportunity Fund, LLC
6501 N Cedar St., Building 4, Suite C
Spokane, WA 99208
Re:The Hartley Opportunity Fund, LLC
Offering Statement on Form 1-A
Filed February 14, 2025
File No. 024-12576
Dear Steve Larsen:
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 February 14, 2025
General
1.We note your disclosure on page 48 of your offering circular regarding Mr. Steve
Larsen's experience managing multiple private fund offerings, including two multi-
family housing development projects. Please revise your offering circular to provide
the prior performance of programs with similar investment objectives, as required by
Item 8 of Industry Guide 5, or advise. Refer to Item 7(c) of Part II of Form 1-A.
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,
February 26, 2025
Page 2
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 Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Louis Amatucci Esq.