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SEC Comment Letter 0000000000-23-009921 to Rise Companies Corp (CIK 0001640967)

Rise Companies Corp (CIK 0001640967)
Date: Sept. 7, 2023 · CIK: 0001640967 · Accession: 0000000000-23-009921

AI Filing Summary & Sentiment

File numbers found in text: 024-12141

Date
September 7, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Rise Companies Corp (CIK 0001640967)

Letter

United States securities and exchange commission logo September 7, 2023 Benjamin Miller Chief Executive Officer Rise Companies Corp 11 Dupont Circle NW, 9th Floor Washington, DC 20036 Re:Rise Companies Corp Offering Statement on Form 1-A Post-qualification Amendment No. 2 Filed August 25, 2023 File No. 024-12141 Dear Benjamin Miller: We have reviewed your amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Post-qualification Amendment to Form 1-A filed August 25, 2023 Offering Circular Summary Recent Developments Impact of Current Macroeconomic Conditions on our Business, page 7 1.We note your revisions in response to comment 2. Please provide your analysis as to how the materials linked to in this section, which we note include quarterly investor letters discussing potential acquisitions by your wholly-owned subsidiaries, are useful for investors in understanding the impact of macroeconomic conditions on your business.

FirstName LastNameBenjamin Miller Comapany NameRise Companies Corp September 7, 2023 Page 2 FirstName LastName Benjamin Miller Rise Companies Corp September 7, 2023 Page 2 Risks Related to Compliance and Regulation We and our Investment Products are subject to extensive regulation, and failure to comply..., page 26 2.We note the Order Instituting Administrative and Cease-and-Desist Proceedings pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 issued by the U.S. Securities and Exchange Commission on August 22, 2023. Revise to disclose the order and provide information concerning the nature of the issues involved in the order. Use of Proceeds, page 34 3.We note your response to comment 4 and reissue the comment in part. Please provide a more complete description of the prior offerings you have undertaken over the past year, providing specifics regarding the use of proceeds in your operations. 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. 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. You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger

Show Raw Text
United States securities and exchange commission logo
September 7, 2023
Benjamin Miller
Chief Executive Officer
Rise Companies Corp
11 Dupont Circle NW, 9th Floor
Washington, DC 20036
Re:Rise Companies Corp
Offering Statement on Form 1-A
Post-qualification Amendment No. 2
Filed August 25, 2023
File No. 024-12141
Dear Benjamin Miller:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-qualification Amendment to Form 1-A filed August 25, 2023
Offering Circular Summary
Recent Developments
Impact of Current Macroeconomic Conditions on our Business, page 7
1.We note your revisions in response to comment 2.  Please provide your analysis as to how
the materials linked to in this section, which we note include quarterly investor letters
discussing potential acquisitions by your wholly-owned subsidiaries, are useful for
investors in understanding the impact of macroeconomic conditions on your business.

 FirstName LastNameBenjamin Miller
 Comapany NameRise Companies Corp
 September 7, 2023 Page 2
 FirstName LastName
Benjamin Miller
Rise Companies Corp
September 7, 2023
Page 2
Risks Related to Compliance and Regulation
We and our Investment Products are subject to extensive regulation, and failure to comply...,
page 26
2.We note the Order Instituting Administrative and Cease-and-Desist Proceedings pursuant
to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 issued by the U.S.
Securities and Exchange Commission on August 22, 2023.  Revise to disclose the order
and provide information concerning the nature of the issues involved in the order.
Use of Proceeds, page 34
3.We note your response to comment 4 and reissue the comment in part.  Please provide a
more complete description of the prior offerings you have undertaken over the past year,
providing specifics regarding the use of proceeds in your operations.
            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.
            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.
            You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Schonberger