SecProbe.io

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 November 17, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Millrose Properties, Inc.
 Registration Statement on Form S-4
 Registration No. 333-290810
 Ladies and Gentlemen: In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
Wednesday, November 19, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Millrose Properties, Inc. (the “Company”) or its counsel may request via telephone call to the staff.
Please contact John Patrick Clayton of Akin Gump Strauss Hauer & Feld LLP, counsel to the Company, at (214) 969-2701, to provide notice of effectiveness, or if you have any other questions or concerns
regarding this matter. [Signature Page Follows]

 United States Securities and Exchange Commission
 November 17, 2025 Page
 2

 Sincerely yours,

 Millrose Properties, Inc.

 /s/ Darren L. Richman

 Darren L. Richman

 Chief Executive Officer and President

 cc:
 Zachary N. Wittenberg, Akin Gump Strauss Hauer & Feld LLP
 John Patrick Clayton, Akin Gump Strauss Hauer & Feld LLP

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 October 10, 2025

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and
Construction

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:  Christina Chalk

     Benjamin Holt

     Isabel Rivera

Re:
 Millrose Properties, Inc.

 
 Draft Registration Statement on Form S-4

 
 Submitted September 3, 2025

 
 CIK No. 0002017206

Ladies and Gentlemen:

 On behalf of Millrose
Properties, Inc., a Maryland corporation (the “Company,” “we,” “us,” or “our”), reference is made to the letter dated September 12, 2025
(the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
above-referenced Draft Registration Statement on Form S-4, CIK No. 0002017206.

 Separately
today, the Company has publicly filed with the Commission a Registration Statement on Form S-4 (the “Registration Statement”) through EDGAR in response to the Staff’s comments.

 For your convenience, we have set forth below the Staff’s comments as set forth in the Comment Letter, followed by the
Company’s responses thereto (including page references to the Registration Statement, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement. The Company has
reviewed this letter and authorized us to make the representations to you on their behalf.

 Draft Registration Statement on Form S-4 submitted September 3, 2025

 Conditions to the Completion of the Exchange Offer, page 110

1.
 In the first bullet point on page 111, briefly explain what is meant by a “limitation on prices for,
securities on any national securities exchange…”

 In response to the Staff’s comment, the Company
has revised the disclosure on page 119.

2.
 Refer to the following sentences in the second to last paragraph in this section, on page 112:
“Lennar’s failure to exercise its rights under any of the above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted by Lennar at any time.” If an offer condition is
“triggered” during the offer period, Lennar must promptly inform shareholders of this fact and indicate whether it will waive the condition and proceed with the offer, or assert it to terminate. The quoted language suggests Lennar may
wait until the end of the offering period to “assert” a condition which occurred at an earlier date. Please revise.

In response to the Staff’s comment, the Company has revised the disclosure on page 120.

 U.S. Securities and Exchange Commission

October 10, 2025

 Page 2

 Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions,
page 113

3.
 While a bidder is not required to distribute offer materials outside the United States, Rule 13e-4(f)(8)(i) requires that the offer be open to all holders of the subject securities. Please advise how the disclosure in this section purporting to restrict certain target shareholders from participating in the
offer is consistent with the all-holders provisions in Rule 13e-4(f)(8)(i), or revise. See also, Section II.G.1 in Release
33-8957 (October 9, 2008) (discussing the fact that it is inappropriate for a bidder to attempt to shift the burden of compliance with a jurisdiction’s securities laws to target security holders in that
jurisdiction).

 In response to the Staff’s comment, the Company has revised the disclosure on pages 121 and
122.

 * * * * *

 U.S. Securities and Exchange Commission

October 10, 2025

 Page 3

 If you have any questions or require additional information in the course of your review of the foregoing,
please call me at (212) 872-1081 or, in my absence, John Clayton at (214) 969-2701.

 Sincerely,

 /s/ Zachary N .Wittenberg

 Zachary N. Wittenberg

 cc:

Millrose Properties, Inc.

Darren L. Richman

 Akin Gump
Strauss Hauer & Feld LLP

 John Clayton

September 12, 2025
Darren L. Richman
Chief Executive Officer and President
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Draft Registration Statement on Form S-4
Submitted September 3, 2025
CIK No. 0002017206
Dear Darren L. Richman:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted September 3, 2025
Conditions to the Completion of the Exchange Offer, page 110
1.In the first bullet point on page 111, briefly explain what is meant by a "limitation on
prices for, securities on any national securities exchange..."
2.Refer to the following sentences in the second to last paragraph in this section, on
page 112: "Lennar’s failure to exercise its rights under any of the above conditions
does not represent a waiver of these rights. Each right is an ongoing right which may
be asserted by Lennar at any time." If an offer condition is "triggered" during the offer
period, Lennar must promptly inform shareholders of this fact and indicate whether it
will waive the condition and proceed with the offer, or assert it to terminate. The
quoted language suggests Lennar may wait until the end of the offering period to
"assert" a condition which occurred at an earlier date. Please revise.

September 12, 2025
Page 2
Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions, page 113
3.While a bidder is not required to distribute offer materials outside the United States,
Rule 13e-4(f)(8)(i) requires that the offer be open to all holders of the subject
securities. Please advise how the disclosure in this section purporting to restrict
certain target shareholders from participating in the offer is consistent with the all-
holders provisions in Rule 13e-4(f)(8)(i), or revise. See also, Section II.G.1 in Release
33-8957 (October 9, 2008) (discussing the fact that it is inappropriate for a bidder to
attempt to shift the burden of compliance with a jurisdiction's securities laws to target
security holders in that jurisdiction).
            Please contact Christina Chalk at 202-551-3263, Benjamin Holt at 202-551-6614, or
Isabel Rivera at 202-551-3518 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Zachary N. Wittenberg

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 January 15, 2025

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 William Demarest

Kristina Marrone

 Kibum Park

Dorrie Yale

Re:
 Millrose Properties, Inc.

Registration Statement on Form S-11 (File
No. 333-283883)

 CIK No.: 0002017206

Ladies and Gentlemen:

 With respect to the
above-referenced registration statement, as amended (the “Registration Statement”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, Millrose Properties, Inc. (the “Company”) hereby
respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that it is declared effective at 9 a.m., Eastern Time, on January 17, 2025, or
as soon as practicable thereafter.

 Please contact Lillian Tsu of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company,
at (212) 225-2130, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature page to follow]

Very truly yours,

MILLROSE PROPERTIES, INC.

By:

 /s/ Mark Sustana

Name: Mark Sustana

 Title:   Vice President, General Counsel & Secretary

cc:
 Darren Richman

Millrose Properties, Inc.

Lillian Tsu
 Craig B. Brod
 Shuangjun Wang
 Cleary Gottlieb Steen & Hamilton LLP

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 December 18, 2024

BY EDGAR CONFIDENTIAL SUBMISSION OF LETTER

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 William Demarest

 
 Kristina Marrone

 
 Kibum Park

 
 Dorrie Yale

Re:
 Millrose Properties, Inc.

 
 Draft Registration Statement on Form S-11

 
 Submitted October 28, 2024

 
 CIK No.: 0002017206

Ladies and Gentlemen:

 At the request of
Millrose Properties, Inc. (the “Company”), we hereby submit the Company’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in its letter dated November 12, 2024 with respect to the revised Draft Registration Statement on Form S-11 confidentially submitted on October 28, 2024. The Company has publicly filed today a
Registration Statement on Form S-11 (the “Registration Statement”) in response to the Staff’s comments.

The Registration Statement being filed today (along with this response letter) reflects the changes made in response to the Staff’s
comments as well as other updates, including updated financial statements. We have reproduced below in bold the Staff’s comments and have provided the Company’s responses following the comment. Capitalized terms used but not defined herein
have the meanings assigned to them in the Registration Statement. Unless otherwise indicated, page number references below refer to the Registration Statement.

Registration Statement on Form S-11

General

1.
 We refer to your revised disclosures stating that you are registering a yet to be determined number of
shares of Class A common stock and Class B common stock and that the number of Class A shares and Class B shares to be issued in the spinoff will be determined after the shareholder election process and reported in a Current
Report on Form 8-K. Please revise to disclose the number of shares of Class A common stock and Class B common stock to be issued, or advise. In this regard, we note that Item 501(b)(2) of Regulation S-K requires you to state the title and amount of securities you are offering, and that Rule 405 defines “amount” to mean the number of shares.

 In response to the Staff’s comment, the Company has revised the disclosure on page C-5 of the Registration Statement to explain that because the Distribution will give effect to the Distribution Ratio based on the total number of Lennar Common Stock outstanding as of the Record Date, the Company
will not know the exact number of shares of Millrose Class A Common Stock and Millrose Class B Common Stock that will be registered and distributed to Lennar stockholders until the Record Date, and provided approximate amounts.

For illustrative purposes, using the total number of Lennar Common Stock outstanding as of November 30, 2024 and giving effect to the
distribution ratio of one share of Millrose Common Stock for every two shares of Lennar Common Stock, there would be a total of 167,646,137 shares of Millrose Common Stock outstanding immediately following the Distribution, of which 134,116,910
shares of Millrose Common Stock (approximately 80% of the total outstanding shares) would be registered pursuant to the Registration Statement and distributed to Lennar stockholders. As such, we are registering up to 135,000,000 shares of Millrose
Common Stock on the Registration Statement. Assuming that the Miller Family is the only Lennar stockholder to elect to receive Class B Common Stock, then of the 134,116,910 shares of Millrose Common Stock being registered and distributed to
Lennar Stockholders, 122,121,799 shares would be registered as Class A Common Stock and 11,995,111 would be registered as Class B Common Stock. At the time of effectiveness, information relating to the final allocation between Class A
Common Stock and Class B Common Stock will not be available, as such information will not be known until following the expiration of the Election Period. We do not believe that the total number of Lennar Common Stock outstanding will materially
change between November 30, 2024 and the Record Date.

2.
 We acknowledge your revised disclosures in response to prior comment 4 and that you now refer to recycled
capital. Please revise your disclosure to explain clearly what you mean by the term “recycled capital company” the first time it appears.

In response to the Staff’s comment, the Company has revised the letter to stockholders included in the Registration Statement and the
disclosure on page C-1 of the Registration Statement to explain the meaning of recycled capital.

 Signatures,
page II-6

3.
 We note your disclosures that Mr. Richman and Mr. Rosenblum are expected to be your Chief
Executive Officer and Chief Financial Officer upon the completion of the spin-off, but also that your signature pages contemplate that they will be signing on your behalf before effectiveness and in such
capacities. Please revise to reconcile your disclosures.

 In response to the Staff’s comment, the Company has
revised the signature page to the Registration Statement to include the signatures of the Company’s Co-Chief Executive Officers and Chief Financial Officer prior to the completion of the spin-off.

 ****************************

We hope that the responses above adequately address the Staff’s comments. If the Staff has any questions or requires any additional
information, please do not hesitate to contact the undersigned at (212) 225-2130 or ltsu@cgsh.com.

Very truly yours,

/s/ Lillian Tsu

Lillian Tsu, a Partner

Cleary Gottlieb Steen & Hamilton LLP

cc:
 Darren Richman, Millrose Properties, Inc.

November 12, 2024
Rachel Presa
General Counsel and Secretary
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-11
Submitted October 28, 2024
CIK No. 0002017206
Dear Rachel Presa:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October 16, 2024 letter.
Amended Draft Registration Statement on Form S-11
General
We refer to your revised disclosures stating that you are registering a yet to be
determined number of shares of Class A common stock and Class B common stock
and that the number of Class A shares and Class B shares to be issued in the spinoff
will be determined after the shareholder election process and reported in a Current
Report on Form 8-K. Please revise to disclose the number of shares of Class A
common stock and Class B common stock to be issued, or advise. In this regard, we
note that Item 501(b)(2) of Regulation S-K requires you to state the title and amount 1.

November 12, 2024
Page 2
of securities you are offering, and that Rule 405 defines "amount" to mean the number
of shares.
2.We acknowledge your revised disclosures in response to prior comment 4 and that
you now refer to recycled capital. Please revise your disclosure to explain clearly what
you mean by the term "recycled capital company" the first time it appears.
Signatures, page II-6
3.We note your disclosures that Mr. Richman and Mr. Rosenblum are expected to be
your Chief Executive Officer and Chief Financial Officer upon the completion of the
spin-off, but also that your signature pages contemplate that they will be signing on
your behalf before effectiveness and in such capacities. Please revise to reconcile your
disclosures.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lillian Tsu, Esq.

October 16, 2024
David K. Chene
Chief Executive Officer
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-11
Submitted September 27, 2024
CIK No. 0002017206
Dear David K. Chene:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 16, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-11
Summary
The HOPP'R as an Innovative Evolution of Land Banking, page 2
1.We refer to your revised disclosure on page 58 that even if Lennar exercises a
purchase option for a Homesite that violates the pooling requirements, and you
dispute it, you are still required to immediately sell the exercised Homesite(s) to
Lennar and then litigate the issue to seek remedy and/or compensation. Please revise
to add balancing disclosures regarding these requirements.

October 16, 2024
Page 2
Founder's Rights Agreement, page 14
2.We note your revised disclosure on page C-8 and here regarding Lennar's "Effective
Equity Price Protection Right." Please revise here to explain the term in this section
by providing investors with additional context regarding this right. You may include
cross-references to more detailed discussions elsewhere in the prospectus.
Our Properties
Geography, Value and Types of Transferred Assets and the Supplemental Transferred Assets,
page 188
3.We refer to your response to comment 16 in your July 23, 2024 correspondence that
in the next amendment, you would add narrative disclosure to "explain which
properties are pooled together, based on the composition of the Transferred Assets as
of June 30, 2024." Since this amendment does not appear to have additional narrative
disclosures, in your next amendment, please revise to include this disclosure and also
ensure that it includes the Supplemental Transferred Assets, and an explanation of
how the various Groups of Homesites are placed into the pools, or advise.
General
4.We acknowledge your revised disclosures in response to prior comment 3. However,
your revised disclosures explain that your "'all-weather' permanent capital structure" is
subject to various conditions, such as Lennar and Other Customers electing to
exercise their land purchase options or, absent such option exercise, your ability to
sell finished Homesites to third parties, issue additional equity for additional land
assets, or secure third-party financing. These disclosures indicate that your platform is
not an "all-weather" platform. Please revise to further explain the basis for your
description of your platform as "all-weather," or revise your disclosures accordingly.
In addition, revise your first risk factor on page 56 to remove all mitigating language.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters. Please contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lillian Tsu, Esq.

August 16, 2024
David K. Chene
Chief Executive Officer
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-11
Submitted July 23, 2024
CIK No.: 0002017206
Dear David K. Chene:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 9, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-11
General
We note your response to prior comment 1, and your disclosures explaining that you
expect Class A common stock to be listed on the NYSE. However, since there is
no maximum number of shares of the company’s Class B common stock that may be
distributed in the spin-off, and it is technically possible for only Class B common stock to
be selected, please revise to explain whether you have taken any steps to ensure that there
will be a sufficient number of shares of Class A common stock to meet listing standards,
or appropriate risk disclosures regarding this possibility. Please also revise to add
disclosures regarding the risk of the dilution of the voting power of your stockholders 1.

August 16, 2024
Page 2
depending on how many shareholders elect to receive Class B common stock. In addition,
disclose the number of your Class A Common Stock to be distributed and the
corresponding voting percentage of such shares, based on the assumption that 25%, 50%,
75% or 100% of Lennar stockholders will elect to receive your Class B common stock.
Summary, page 1
2.We note your response to prior comment 3. Please also revise your discussion of the
Management Fee to KL and your discussion of Lennar's Capital Priority Right to provide
some context to investors regarding these amounts without reference to the definitions. In
addition, please also revise to define the term "Homesite" the first time it is used.
Business Overview, page 2
3.We acknowledge your revised disclosures in response to prior comment 5. However,
although your revised disclosures explain why you believe the HOPP'R is self-financing
in light of Lennar's initial contribution of the Transferred Assets in return for equity, it is
still not clear why you believe it to be a "Permanent Capital" platform or an "'all-
weather' reliable, consistent and uninterrupted access to capital, through both periods of
strong market conditions and periods of market downturn or continued periods of
weakened market conditions." In this regard, for example, we note your statements that
neither Lennar nor any future customers are obligated to repurchase finished Homesites,
but you state that "[r]ecycling the Homesite proceeds provides customers with reliable,
consistent and uninterrupted access to capital, even during periods of market downturn or
continued periods of depressed market condition." Please revise to explain the basis for
your statement that there would be "reliable," consistent, and "uninterrupted" access to
capital when there is no obligation on the part of Lennar or other customers to repurchase
any finished Homesites (although we recognize your efforts to reduce "cherry picking"
specific properties), during any particular period, there may not be third parties who are
willing to purchase finished Homesites, Lennar is not obligated to do any home
construction, and you may need to rely on the "financing ecosystem."
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lillian Tsu, Esq.

United States securities and exchange commission logo
June 9, 2024
David K. Chene
Chief Executive Officer
Millrose Properties, Inc.
600 Brickell Avenue, Suite 1400
Miami, FL 33131
Re:Millrose Properties, Inc.
Draft Registration Statement on Form S-11
Submitted May 13, 2024
CIK No.: 0002017206
Dear David K. Chene:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-11
Cover page
1.Please revise to clarify that even current holders of the Class B common stock of Lennar
will receive by default shares of Millrose's Class A common stock in the spin-off, unless
an affirmative election is made to receive Millrose's Class B common stock. In addition,
clarify here, and elsewhere as appropriate, whether there is a maximum number of
Millrose Class B common stock that may be distributed in the spin-off, and if there is a
maximum limit, how the number of Class B common stock will be distributed among
those who elect to receive such shares.
Industry and Market Data, page ii
2.We note your statements that you have not independently verified industry and market
data obtained from various third-party sources and that the accuracy and completeness of
the information are not guaranteed. As it is not appropriate for the company to directly or

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 2
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 2
indirectly disclaim liability for information in the registration statement, please remove
such disclosure or include a sentence specifically confirming that you are responsible for
all disclosures in the registration statement.
Summary, page 1
3.We note your reference to your glossary. Although we do not object to the use of a
glossary, please revise your disclosures to define all industry-specific or technical terms
the first time they appear. Please also revise to ensure that your disclosures are in plain
English and are clear without frequent reliance on defined terms or references to other
documents. For example, it is not clear why "Work" is defined to refer to Horizontal
Development services, or why a defined term is needed for "Applicable Rate" when it
appears it is a defined percentage, based on your disclosure on page 241. Please revise
your discussion of the management fee to KL so that investors have an understanding of
the amount or calculation of the fee without reference to the glossary. In addition, we note
that "All Appropriate Inquiries" is not defined.
4.Please generally revise the Summary so that Millrose's business is more clearly explained
without frequent reference to defined terms. Your revised disclosure should clearly
explain the concept of land banking and the HOPP'R, including how the latter is
an innovative form of land banking, and include a discussion of its disadvantages as well
as its advantages, as compared to traditional land banking. Please also add disclosure
regarding Lennar's capital priority right, including providing investors with context as to
the initial amount of such right.
Business Plan and Objectives, page 2
5.We note your references to the "all-weather" permanent capital HOPP’R, and it appears
that such "all-weather" capability depends on the proceeds from the exercise by Lennar
and any future customers of purchase options. Please explain the basis for why you
believe it has "all-weather" capability, and revise to balance such statement by explaining
that Lennar and future home builder customers have the right, but not the obligation, to
undertake or complete any home construction, or repurchase finished homesites, as you
further explain elsewhere, including on page 40.
6.We note your statement that you may provide the HOPP'R to other customers to diversify
and scale business growth. Please revise to add balancing disclosures explaining that you
will likely need third-party financing to do so, and that you may not enter into such
financing arrangements if they would cause your debt to capital ratio to exceed a specified
percentage under the Lennar Agreements, unless you obtain the prior approval of Lennar,
as you further explain later in your prospectus. Also revise to discuss here the right Lennar
has to lower its Monthly Option Payment rate to any lower rate you may negotiate with
any non-Lennar customer.

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 3
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 3
Our Competitive Strengths, page 7
7.Please revise this section to add balancing disclosure regarding the risks of your business.
For example, balance your statements explaining that your business is expected to operate
as a permanent capital vehicle and that you will be distinguished from more traditional
land banking with disclosure regarding your holding company structure, the sources of
your income, and how it is mainly limited to net earnings generated from monthly option
payments after payments for taxes and expenses (including the management fee), and the
promissory note interest payments. Please also revise to disclose the amount of the
monthly payments under the note. Also balance your discussion of Kennedy Lewis'
management strengths by clarifying that prior to the spin-off, you were managed by
Lennar personnel, that Kennedy Lewis has no experience managing a public
company, that the other entities currently managed by Kennedy Lewis are significantly
different from you in many ways, including in terms of targeted assets, geographical
areas, and regulatory structure and limitations, and that KL does not have experience as a
home builder or real estate developer, as you further explain on pages 43 and 50.
Frequently Asked Questions, page 16
8.Please revise to add a question and answer regarding why no shareholder approval is
being sought in connection with the spin-off.
Will Lennar own any of our shares after the Distribution?, page 27
9.Please expand your discussion of the Miller Family's ownership to disclose the percentage
voting power currently held by it with respect to the Lennar common stock, and in the
fourth summary risk factor on page 33, revise to quantify the voting power the Miller
Family will have in you.
Summary Risk Factors, page 32
10.Please expand your risk factor on page 50 to discuss Kennedy Lewis' lack of experience
as a home builder or real estate developer and the resulting consequences of this lack of
experience in the event Lennar or another customer does not exercise their option to build
on the property following horizontal development. In the third bullet on page 33, revise to
disclose the other roles at Kennedy Lewis held by the CEO and CFO and disclose that
they are not required to dedicate a specific amount of time to you.
11.Expand your discussion of the 19th summary risk factor on page 33 to discuss the
potential effect this requirement may have on the price of your shares.
Risk Factors
Risks Related to Our Governance Structure, page 58
12.We note that in order to receive shares of your Class B common stock, Lennar common
stockholders, including those who currently hold Lennar Class B common stock, will have

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 4
 FirstName LastNameDavid K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 4
to submit an Election Form to make an election to receive Class B common stock by the
Election Expiration Time. Since it appears that Lennar common stockholders will lose the
opportunity to receive shares of your Class B common stock unless they adhere to such a
procedure, please add a risk factor to discuss that risk. In addition, please discuss risks
related to the uncertainty of how many shares of your Class B common stock will be
distributed in the spin-off, and how this could result in a different number of shares of
your Class B common stock as compared to the number of Lennar Class B common stock,
and the resulting consequences.
Our Business
The Operating Principles, page 102
13.You explain that the Transferred Assets and future property assets will be pooled to
protect you against a home builder customer from "cherry picking" assets. Please expand
your discussion to explain this concept, including by clarifying how properties are
determined to be allocated to the same pool, and how this arrangement would work if
properties in the same pool are developed at different times (e.g., if in a particular
situation, most of the properties in the pool were developed earlier and already purchased,
with the remaining properties being the "undesirable" properties).
Highly Synergistic Business to Support Home Building, page 110
14.We note your disclosure about the manager’s ability pursuant to the Lennar Agreements to
put back Future Property Assets after Lennar exercises its termination rights in certain
limited circumstances involving a misrepresentation relating to title, environmental
matters and permits/approvals. Please revise to explain these rights.
Summary of Agreements Between Millrose and Lennar, page 117
15.Please revise to describe the material terms of any termination provisions with respect to
each agreement.
Our Properties
Geography, Value and Types of Transferred Assets, page 140
16.Please expand your table on page 142 or otherwise add narrative disclosure to provide
additional context for investors to understand how the Groups 1-5 properties are allocated
among the states. In addition, you explain on page 103 that the Transferred Assets will be
pooled by the time the spin-off is completed. Please revise to explain which properties are
pooled together.
Manager and Management Agreement
Allocation Policy, page 164
17.Please expand your disclosure to provide additional information regarding the allocation
policy.

 FirstName LastNameDavid K. Chene
 Comapany NameMillrose Properties, Inc.
 June 9, 2024 Page 5
 FirstName LastName
David K. Chene
Millrose Properties, Inc.
June 9, 2024
Page 5
Summary Historical and Pro Forma Combined Financial Information, page 179
18.We note that the description of the pro forma revenue amount in this table differs from the
description in footnote (h) to the unaudited pro forma combined financial statements.
Please clarify if the pro forma revenue amount consists solely of option fee revenue or if it
includes land sales, and revise your descriptions on page 31 and F-6 for consistency.
Stock Ownership of Certain Beneficial Owners and Management, page 194
19.Please revise to clarify the underlying assumption with respect to the number of shares of
Class B common stock that will be issued in the spin-off, given the ability of the Lennar
stockholders to elect to receive shares of your Class B common stock, and disclose how
the information in this table would change depending on different numbers of shares of
Class B common stock that may be issued. Please also disclose this assumption in the risk
factor on page 60 regarding the Miller Family's holdings following the distribution. In
addition, explain why you assume GAMCO Investors will hold Class A common stock,
when your disclosure in footnote 2 indicates that it currently holds Lennar Class B
common stock.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lillian Tsu, Esq.