SEC Comment Letter 0000000000-25-000529 to LM FUNDING AMERICA, INC. (LMFA) (CIK 0001640384) (LMFA)
LM FUNDING AMERICA, INC. (LMFA) (CIK 0001640384)
Date: Jan. 17, 2025 · CIK: 0001640384 · Accession: 0000000000-25-000529
AI Filing Summary & Sentiment
File numbers found in text: 333-284259
Letter
January 17, 2025 Bruce Rodgers Chief Executive Officer LM Funding America, Inc. 1200 West Platt Street Suite 100 Tampa, Florida 33606 Re:LM Funding America, Inc. Registration Statement on Form S-3 Filed January 13, 2025 File No. 333-284259 Dear Bruce 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 the 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.
January 17, 2025 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. 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 Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-3666 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Curt Creely
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January 17, 2025
Bruce Rodgers
Chief Executive Officer
LM Funding America, Inc.
1200 West Platt Street
Suite 100
Tampa, Florida 33606
Re:LM Funding America, Inc.
Registration Statement on Form S-3
Filed January 13, 2025
File No. 333-284259
Dear Bruce 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 the 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.
January 17, 2025
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.
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 Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-3666
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Curt Creely