SEC Comment Letter 0000000000-24-000455 to GROUNDFLOOR FINANCE INC. (CIK 0001588504)
GROUNDFLOOR FINANCE INC. (CIK 0001588504)
Date: Jan. 12, 2024 · CIK: 0001588504 · Accession: 0000000000-24-000455
AI Filing Summary & Sentiment
File numbers found in text: 024-12013
Letter
United States securities and exchange commission logo January 12, 2024 Nick Bhargava Executive Vice President Groundfloor Finance Inc. 600 Peachtree Street, Suite 810 Atlanta, GA 30308 Re:Groundfloor Finance Inc. Offering Statement on Form 1-A Post-qualification Amendment No. 4 Filed January 9, 2024 File No. 024-12013 Dear Nick Bhargava: We have reviewed your amendment 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. Form 1-A POS filed January 9, 2024 General 1.We re-issue prior comment one. Based upon the table you provided we continue to believe the additional $19,997,330 in LROs, brings the total aggregate offering amount for the last twelve months beyond the $75 million offering cap under Rule 251(a)(2) of Regulation A. Please revise or advise us how you believe you comply with the aggregate offering price cap in Rule 251(a)(2). 2.In addition, we note the statement added to the offering circular cover page that "[w]e do not offer for sale every LRO that may be qualified for sale." Please clarify how you comply with Rule 251(d)(3)(i)(F) of Regulation A, which requires that the offering will be commenced within two calendar days after the qualification date, and will be made on a continuous basis.
FirstName LastNameNick Bhargava Comapany NameGroundfloor Finance Inc. January 12, 2024 Page 2 FirstName LastName Nick Bhargava Groundfloor Finance Inc. January 12, 2024 Page 2 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. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Brian Korn
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United States securities and exchange commission logo
January 12, 2024
Nick Bhargava
Executive Vice President
Groundfloor Finance Inc.
600 Peachtree Street, Suite 810
Atlanta, GA 30308
Re:Groundfloor Finance Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 4
Filed January 9, 2024
File No. 024-12013
Dear Nick Bhargava:
We have reviewed your amendment 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.
Form 1-A POS filed January 9, 2024
General
1.We re-issue prior comment one. Based upon the table you provided we continue to believe
the additional $19,997,330 in LROs, brings the total aggregate offering amount for the last
twelve months beyond the $75 million offering cap under Rule 251(a)(2) of Regulation A.
Please revise or advise us how you believe you comply with the aggregate offering price
cap in Rule 251(a)(2).
2.In addition, we note the statement added to the offering circular cover page that "[w]e do
not offer for sale every LRO that may be qualified for sale." Please clarify how you
comply with Rule 251(d)(3)(i)(F) of Regulation A, which requires that the offering will
be commenced within two calendar days after the qualification date, and will be made on
a continuous basis.
FirstName LastNameNick Bhargava
Comapany NameGroundfloor Finance Inc.
January 12, 2024 Page 2
FirstName LastName
Nick Bhargava
Groundfloor Finance Inc.
January 12, 2024
Page 2
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.
Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Korn