SecProbe.io

August 19, 2025
Richard Byrne
Trustee
FBRED-C Feeder REIT Trust
One Madison Avenue
Suite 1600
New York, NY 10010
Re:FBRED-C Feeder REIT Trust
Form 10-12G
Filed July 25, 2025
File No. 000-56765
Dear Richard Byrne:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Form 10-12G
Item 1. Business, page 5
1.Please provide an organization structure chart including percentage ownerships.
2.Please provide additional disclosures regarding your planned business, including the
material terms of the stockholder agreement with FBRED, the transaction(s) through
which you expect FBRED to become a majority-owned subsidiary, and the reason(s)
for the structure of the indirect ownership interests in FBRED. Please provide
additional disclosures regarding the fees that will be paid at the various levels
associated with the indirect purchase of common shares of FBRED.
We note the disclosure on page 11 that "the Indirect Parent is conducting a continuous
private offering of units of the Indirect Parent to certain non-U.S. investors pursuant
to an exemption from the registration requirements of the Securities Act for an
indefinite period. The Indirect Parent will indirectly invest the net proceeds of such
offering as follows: (i) indirect investments, through the Cayman Feeder Sub, in 3.

August 19, 2025
Page 2
various classes of our common shares; and (ii) Shareholder Loans to us. We intend to
invest proceeds received directly and indirectly from the Indirect Parent in shares of
common stock of FBRED." Please provide additional clarification of the anticipated
indirect investments in your common stock and then the subsequent investment of
those proceeds into shares of common stock of FBRED, including the anticipated
prices at which such shares will be purchased and any associated fees. Similarly,
discuss any anticipated arrangements regarding shareholder loans, including who will
make the determination and the factors considered in determining whether to invest in
your common shares or shareholder loans.
Item 2. Financial Information
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 11
4.We note your statement that your Adviser will agree to advance all organization and
offering expenses. Please revise your filing to disclose the amount of such costs that
have been advanced to date.
Item 4. Security Ownership of Certain Beneficial Owners and Management., page 14
5.We note your disclosure that your "Cayman Feeder Sub will be our sole
shareholder." Please identify the natural person or persons who, directly or indirectly,
exercise sole or shared voting and/or investment powers with respect to the shares
held by this entity. Please ensure that you provide all of the disclosure required buy
Item 403 of Regulation S-K.
Item 10. Recent Sales of Unregistered Securities., page 23
6.Please clarify how the price of the shares to be sold under the continuous private
offering will be determined and the classes to be sold. To the extent the price will be
based upon NAV of FBRED, please clearly disclose this and disclose the NAV for
each month for each share category since FBRED began determining NAV.
Item 13. Financial Statements and Supplementary Data, page 26
7.We note your statement that your financial statements will be provided in an
amendment to this registration statement. We will monitor your filing for the
inclusion of such financial statements.
General
8.We note that you incorporate certain disclosure by reference. Please revise to provide
hyperlinks to the disclosure incorporated by reference. Please refer to Rule12b-23 of
the Exchange Act.
We note that your primary use of cash will include periodic share repurchases. To the
extent you have a share repurchase plan, please disclose the material terms. In
addition, please be advised that you are responsible for analyzing the applicability of
the tender offer rules, including Rule 13e-4 and Regulation 14E, to your share
repurchase plan. We urge you to consider all the elements of your share repurchase
plan in determining whether the program is consistent with relief granted by the
Division of Corporation Finance in prior no action letters. To the extent you are 9.

August 19, 2025
Page 3
relying on Blackstone Real Estate Income Trust, Inc. (Letter dated September 12,
2016), Rich Uncles NNNREIT, Inc. (Letter dated December 21, 2016), Hines Global
REIT II, Inc. (Letter dated April 26, 2017), or Black Creek Diversified Property Fund
Inc. (Letter dated September 1, 2017), please provide us with an analysis as to how
your plan is consistent with such relief. To the extent you have questions as to
whether the plan is entirely consistent with the relief previously granted by the
Division of Corporation Finance, you may contact the Division’s Office of Mergers
and Acquisitions at 202-551-3440.
10.To the extent that you may conduct the share repurchase plan during the continuous
private offering of shares, please be advised that you are responsible for analyzing the
applicability of Regulation M to your repurchase program. We urge you to consider
all the elements of your repurchase plan in determining whether the plan is consistent
with the class exemptive letter granted to Alston & Bird LLP dated October 22, 2007.
To the extent you have questions regarding your plan, you may contact the Division
of Trading and Markets at 202- 551-5777.
11.Please note that your registration statement becomes effective automatically 60 days
after its initial filing. You will then be subject to the reporting requirements of the
Exchange Act of 1934 even if comments remain outstanding. In that case, please
consider withdrawing the Form 10 before it becomes effective automatically and
submitting a new registration statement when you respond to our comments.
            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.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael McTiernan, Esq.