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March 22, 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. 6
Filed March 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 March 5, 2024
General
1.We note your response to prior comment 1 and re-issue. We note that in the Project
Summary description boxes you refer to the October 4, 2023 PQA. Please revise to
reference the most recent offering circular for the offering contemplated.
2.We note your response to prior comment 2 and re-issue. We note that the Project
Summary continues to reference 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. Please ensure your analysis addresses your disclosure that
properties with multiple LROs are done as “subsequent draws." 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 Regulation A.  Please revise or advise.

 FirstName LastNameNick  Bhargava
 Comapany NameGroundfloor Finance Inc.
 March 22, 2024 Page 2
 FirstName LastNameNick  Bhargava
Groundfloor Finance Inc.
March 22, 2024
Page 2
3.We note your response to prior comment 2 that "the Company’s offering of LROs is
contingent upon the timely qualification of the relevant offering; in certain instances an
offering may be fully subscribed through other channels, before the offering has been
qualified." However, Item 6 of Part I of Form 1-A does not reflect any private placements,
other than pursuant to Regulation A. Please reconcile.
4.We note your response to prior comment 4 and partially re-issue. We note that
in "Incorporation by Reference of Offering Circular" you incorporate by reference to
the Form 1-A filed October 4, 2022 and that no securities related to any previously filed
PQA are currently being offered and there is no information in any previously filed PQA
which is material to the Company’s offering described in the current PQA. Please advise
how this complies with General Instruction III of Form 1-A. Please specifically address
General Instruction III(c), which states in part, “[i]nformation shall not be incorporated by
reference or cross-referenced in any case where such incorporation would render the
statement or report incomplete, unclear, or confusing” in your analysis and in any
response regarding future incorporation reference plans.
5.We note your response to prior comment 6 and re-issue. Please provide additional
information about the auto-invest feature, including clarifying whether the investor makes
an initial selection and then each monthly transfer will be automatically invested pursuant
to the initial selection, what information the investor will be provided and when, and how
such feature will confirm the investor meets the qualified purchaser status at time of
purchase.  In addition, please clearly disclose any limitations on the ability to sell pursuant
to this auto-invest feature, such as if there is no qualified offering statement or the
company has sold the maximum allowed within the last twelve months.
            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.

 FirstName LastNameNick  Bhargava
 Comapany NameGroundfloor Finance Inc.
 March 22, 2024 Page 3
 FirstName LastName
Nick  Bhargava
Groundfloor Finance Inc.
March 22, 2024
Page 3

            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