SecProbe.io

November 25, 2024
Nick Bhargava
Chief Financial Officer
Groundfloor Finance Inc.
1201 Peachtree St NE, Suite 1104-400
Atlanta, GA 30361
Re:Groundfloor Finance Inc.
Post Qualification Amendment to Offering Statement on Form 1-A
Filed November 12, 2024
File No. 024-12013
Dear Nick Bhargava:
            We have reviewed your amendment and have the following comment.
            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. Unless we note
otherwise, our references to prior comments are to comments in our October 31, 2024 letter.
Amended Offering Statement on Form 1-A filed November 12, 2024
Plan of Distribution, page 119
1.We note your response to prior comment 1; however, it appears you continue to
have a 90 day period to process subscription requests. It remains unclear how you
determined that delaying a decision to accept or reject any and all subscriptions for up
to 90 days does not represent a delayed rather than a continuous offering within the
meaning of Rule 251(d)(3)(i)(F) of Regulation A. Please provide us an expanded
analysis as to whether delaying a decision to accept or reject any and all subscriptions
for up to 90 days should be considered to be a delayed offering and not a continuous
offering, or revise.
            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.

November 25, 2024
Page 2
            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 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 Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Brian S. Korn, Esq.