SEC Comment Letter 0000000000-24-010743 to LM FUNDING AMERICA, INC. (LMFA) (CIK 0001640384) (LMFA)
LM FUNDING AMERICA, INC. (LMFA) (CIK 0001640384)
Date: Sept. 20, 2024 · CIK: 0001640384 · Accession: 0000000000-24-010743
AI Filing Summary & Sentiment
File numbers found in text: 333-282023
Letter
September 20, 2024 Bruce M. Rodgers Chief Executive Officer and Chairman of the Board of Directors LM Funding America, Inc. 1200 Platt Street, Suite 1000 Tampa, FL 33606 Re:LM Funding America, Inc. Registration Statement on Form S-3 Filed September 10, 2024 File No. 333-282023 Dear Bruce M. Rodgers: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration 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 registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 General 1.Given the size and nature of the resale offering relative to the outstanding shares of common stock held by non-affiliates, it appears that this transaction may be an indirect primary offering by or on behalf of the company. Please provide us with your legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. 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.
September 20, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Austin Stanton at 202-551-2197 or Sonia Bednarowski at 202-551-3666 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets
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September 20, 2024
Bruce M. Rodgers
Chief Executive Officer and Chairman of the Board of Directors
LM Funding America, Inc.
1200 Platt Street, Suite 1000
Tampa, FL 33606
Re:LM Funding America, Inc.
Registration Statement on Form S-3
Filed September 10, 2024
File No. 333-282023
Dear Bruce M. Rodgers:
We have conducted a limited review of your registration statement and have the following
comment.
Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Given the size and nature of the resale offering relative to the outstanding shares of
common stock held by non-affiliates, it appears that this transaction may be an indirect
primary offering by or on behalf of the company. Please provide us with your legal
analysis as to why the transaction covered by the registration statement should be
regarded as a secondary offering that is eligible to be made on a delayed or continuous
basis under Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question
612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
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.
September 20, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Austin Stanton at 202-551-2197 or Sonia Bednarowski at 202-551-3666
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets