Correspondence 0001104659-24-002643 from GROUNDFLOOR FINANCE INC. (CIK 0001588504)
GROUNDFLOOR FINANCE INC. (CIK 0001588504)
Date: Jan. 9, 2024 · CIK: 0001588504 · Accession: 0001104659-24-002643
AI Filing Summary & Sentiment
File numbers found in text: 024-10753
Referenced dates: January 3, 2024
Letter
RE: Comment Letter Dated January 3, 2024 for Groundfloor Finance Inc. Form 1-A.
Ms. Pearlyne Paulemon and Ms. Pamela Howell
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
January 9, 2024
Ms. Paulemon and Ms. Howell,
This letter is in response to your above-referenced correspondence and our subsequent telephone conversation on January 4, 2004. In the correspondence, the following comment is presented:
“Form 1-A POS filed December 12, 2023
1. We note you are seeking to offer an additional $19,997,330 in LROs, bringing the total aggregate offering amount for the last twelve months beyond the $75 million offering cap under Rule 251(a)(2) of Regulation A. Please revise or advise us how you believe you comply with the aggregate offering price cap in Rule 251(a)(2).”
Pursuant to the abovementioned correspondence letter, the Company respectfully submits the following information. Item 4 of Part I of Form 1-A requires the disclosure of certain information related to the dollar amount of presently offered securities and previously sold securities. The following table summarizes the information for the currently pending Post Qualification Amendment on Form 1-A, as well as the previous four qualified Post Qualification Amendments on Form 1-A, as of January 9, 2023.
File Number Amount Qualified ($) Date PQA Qualified Amount Sold ($) Amount Offered ($) Unsold Offering Amount ($)
PQA 1 024-10753 29,992,600.00 02/23/2023 14,000,000.00 15,992,600.00 0.00
PQA 2 024-10753 19,996,960.00 06/02/2023 10,540,000.00 9,456,960.00 0.00
PQA 3 024-10753 19,999,110.00 10/16/2023 8,434,720.00 9,999,110.00 1,565,280.00
PQA 4 024-10753 19,997,330.00
Total ($)
89,986,000.00
32,974,720.00 35,448,670.00
As disclosed in Item 4 of Part I of the Post Qualification Amendment No. 4 filed on December 12, 2023, the total amount of securities sold in the past 12 months, combined with the amount sought for qualification, is an aggregate of $52,972,050.00, below the $75,000,000 offering and sales maximum pursuant to Rule 251(a)(2) of Regulation A. The dollar amount of securities removed from sale is the dollar amount of securities that have been qualified but will not be sold pursuant to the Offering Statement. Similar corresponding disclosure has been made to the body of the Offering Circular.
Should you or the Staff have questions, please contact me at 202-758-8041 or Brian Korn at 212-790-6325.
Thank you.
Nick Bhargava
Groundfloor Finance Inc.
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CORRESP
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filename1.htm
Ms. Pearlyne Paulemon and Ms. Pamela Howell
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
January 9, 2024
RE: Comment Letter Dated January 3, 2024 for Groundfloor
Finance Inc. Form 1-A.
Ms. Paulemon and Ms. Howell,
This letter is
in response to your above-referenced correspondence and our subsequent telephone conversation on January 4, 2004. In the correspondence,
the following comment is presented:
“Form
1-A POS filed December 12, 2023
1.
We note you are seeking to offer an additional $19,997,330 in LROs, bringing the total aggregate offering amount for the last twelve
months beyond the $75 million offering cap under Rule 251(a)(2) of Regulation A. Please revise or advise us how you believe you comply
with the aggregate offering price cap in Rule 251(a)(2).”
Pursuant to the
abovementioned correspondence letter, the Company respectfully submits the following information. Item 4 of Part I of Form 1-A requires
the disclosure of certain information related to the dollar amount of presently offered securities and previously sold securities. The
following table summarizes the information for the currently pending Post Qualification Amendment on Form 1-A, as well as the previous
four qualified Post Qualification Amendments on Form 1-A, as of January 9, 2023.
File Number
Amount Qualified ($)
Date PQA Qualified
Amount Sold ($)
Amount Offered ($)
Unsold Offering Amount ($)
PQA 1
024-10753
29,992,600.00
02/23/2023
14,000,000.00
15,992,600.00
0.00
PQA 2
024-10753
19,996,960.00
06/02/2023
10,540,000.00
9,456,960.00
0.00
PQA 3
024-10753
19,999,110.00
10/16/2023
8,434,720.00
9,999,110.00
1,565,280.00
PQA 4
024-10753
19,997,330.00
Total ($)
89,986,000.00
32,974,720.00
35,448,670.00
As disclosed in Item 4 of Part I of
the Post Qualification Amendment No. 4 filed on December 12, 2023, the total amount of securities sold in the past 12 months, combined
with the amount sought for qualification, is an aggregate of $52,972,050.00, below the $75,000,000 offering and sales maximum pursuant
to Rule 251(a)(2) of Regulation A. The dollar amount of securities removed from sale is the dollar amount of securities that have been
qualified but will not be sold pursuant to the Offering Statement. Similar corresponding disclosure has been made to the body of the Offering
Circular.
Should you or the Staff have questions, please
contact me at 202-758-8041 or Brian Korn at 212-790-6325.
Thank you.
Nick Bhargava
Groundfloor Finance Inc.