December
23, 2019
VIA EDGAR AND ELECTRONIC MAIL
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Mail
Stop 3628
100 F
Street, N.E.
Washington,
D.C. 20549
Attn.:
Stacie Gorman, Esq.
Office
of Real Estate and Commodities
Ladies
and Gentlemen:
Re:
HF
Enterprises Inc.
Registration Statement on Form S-1
Ladies
and Gentlemen:
On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby publicly filing in electronic
format through EDGAR with the U.S. Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended, one
complete copy of the Company’s Registration Statement on Form
S-1 (the “Registration Statement”), for the
registration of shares of the Company’s common stock,
including one complete copy of the exhibits listed as filed
therewith.
The Registration Statement responds to the
comments received from the staff of the SEC in its comment letter dated November 25, 2019,
with respect to the Company’s Amendment No. 2 to Draft
Registration Statement on Form S-1 (CIK No. 0001750106) submitted
confidentially to the Division of Corporation Finance by the
Company on November 13, 2019, as discussed
below.
The
Registration Statement, as amended from the previously submitted
Draft Registration Statement, covers 2,600,000 shares of common
stock to be offered by the Company in its initial public offering,
plus up to 390,000 additional shares of common stock to cover
over-allotments, if any. The Company currently estimates that the
initial public offering price will be between $6.00 and $8.00 per
share.
Courtesy
copies of this letter and the Registration Statement (as marked to
reflect changes), together with all exhibits, are being provided
directly to the staff for its convenience (attention: Stacie
Gorman, Esq.) in the review of the foregoing
documents.
To
facilitate the staff’s review, the SEC’s comments are
reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s
comments correspond to the page numbers of the Registration
Statement.
December
23, 2019
Page
2
Comments and Responses
Amendment No. 3 to Confidential Form S-1
General
1. Please
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If you intend to exclude the
exclusive forum provision from instances where there is exclusive
federal jurisdiction and concurrent federal and state jurisdiction,
please revise your disclosure to clarify. You may also revise your
disclosure to state the provision does not apply to all federal
securities laws claims, and if you do, please clarify that all
federal securities laws claims are excluded instead of
“certain” actions. Please also revise your disclosure
and certificate of incorporation to be
consistent.
Response: The exclusive forum provision
of the Company’s certificate of incorporation would not
apply, nor would any other provision thereof, if it conflicted with
any federal law requiring exclusive federal jurisdiction, including
all such actions arising
under the Securities Act or the Exchange Act. As requested by the
staff, the Company has revised the certificate of incorporation and
the corresponding disclosure in the Registration Statement to
clarify this point. See Exhibit 3.3, which has been re-filed, and
pages 26 and 71.
Financial Statements, page F-1
2. Please
revise to include updated financial statements in accordance with
Rule 8-08 of Regulation S-X.
Response: In compliance with Rule 8-08
of Regulation S-X, the Company’s financial statements and
corresponding data have been updated through September 30, 2019 in
the Registration Statement.
With
this public filing, we believe that all information required by the
staff has been provided. The Company is aware of the road show
timing and filing requirements under Section 6(e) of the Securities
Act. The Company and the underwriter wish to be able to complete
this offering in late January 2020.
Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 451-2234).
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Very truly
yours,
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/s/
Spencer G. Feldman
Spencer
G. Feldman
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cc: Mr.
Jorge Bonilla
Mr.
Daniel Gordon
Sonia
Barros, Esq., Assistant Director
Mr.
Chan Heng Fai
Michael
Gershon, Esq.
Thomas
Poletti, Esq.