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February 16, 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. 5
Filed February 5, 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 February 5, 2024
General
1.We note that in the Project Summary description boxes you refer to the October 4, 2022
PQA. Please revise to reference the most recent offering circular for the offering
contemplated.
2.We note that in the Project Summary you have several LROs relating to the same
property.  Please clarify whether these LROs will be offered concurrently.  Please also
clarify whether prior LROs relating to the same property were offered immediately upon
qualification of the post qualification amendment.  To the extent that you will not offer all
LROs upon commencement of the offering, it appears you are attempting to conduct this
offering on a delayed basis which is not consistent with Rule 251(d)(3)(i)(F) of Regulaton
A.  Please revise or advise.

 FirstName LastNameNick  Bhargava
 Comapany NameGroundfloor Finance Inc.
 February 16, 2024 Page 2
 FirstName LastName
Nick  Bhargava
Groundfloor Finance Inc.
February 16, 2024
Page 2
3.We note the disclosure in Part 1 Item 4 that the estimated portion of aggregate
sales attributable to securities that may be sold pursuant to any other qualified offering
statement concurrently with securities being sold under this offering statement is
$1565280.00. Please advise the staff to what this dollar amount provided refers to, given
the removal from qualification of the unsold qualified securities or revise.
4.We note that in "Incorporation by Reference of Offering Circular" you incorporate by
reference to the amended Form 1-A filed October 22, 2022 "to the extent not otherwise
modified or replaced by offering circular supplement and/or post-qualification
amendment." Please advise how this complies with General Instruction III of Form 1-
A. In addition, we note that you incorporate by refence to Form 1-SA covering the periods
ending July 21, 2023 and July 31st 2022. Please revise to provide the correct dates.
5.Please revise to clearly disclose those LROs that were previously qualified, were not sold,
and are being withdrawn from the offering in this post-qualification amendment. To the
extent an LRO was partially sold, please clearly disclose the amount not sold.
6.We note the "new" auto-invest feature on the Groundfloor website. Please provide clear
disclosure of this auto-invest feature, including whether this includes rollovers.
            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