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Correspondence 0001104659-24-108123 from Rise Companies Corp (CIK 0001640967)

Rise Companies Corp (CIK 0001640967)
Date: Oct. 11, 2024 · CIK: 0001640967 · Accession: 0001104659-24-108123

AI Filing Summary & Sentiment

File numbers found in text: 024-12141

Referenced dates: July 10, 2024

Date
October 11, 2024
Author
/s/ David Roberts
Form
CORRESP
Company
Rise Companies Corp (CIK 0001640967)

Letter

VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Offering Statement on Form 1-A Filed June 11, 2024 Correspondence filed July 12, 2024 File No. 024-12141

Dear Staff of the Division of Corporation Finance:

This letter is submitted on behalf of Rise Companies Corp. (the “Company”) in response to a comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 20, 2024 (the “Comment Letter”) with respect to a correspondence from the Company, dated July 12, 2024, in response to a previous comment letter from the Staff of the Commission dated July 10, 2024 with respect to the Post-Qualification Amendment No. 4 to the Company’s Offering Statement on Form 1-A filed with the Commission on June 11, 2024 (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company.

For your convenience, the Staff’s comments have been reproduced in bold italics herein with responses immediately following the comments. Defined terms used herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.

Correspondence filed July 12, 2024

General

1. We note your response to prior comment 1, including your explanation that you have entities that are registered as investment companies under the Investment Company Act of 1940 and that a registered investment advisor is disclosing the aggregated performance of its individual clients. For clarity, please note that we are only commenting with respect to those entities that raise capital under Regulation A. However, with respect to your Regulation A filings, we note that these are made by separate companies under Regulation A, each with its own maximum offering limit, and with different return levels. Aggregating these companies’ results together, and/or with the results of investment companies is not appropriate, and we note that it is not clear from your website disclosures that discussions of aggregated results exclude results from Regulation A entities. In this regard, for example, in your January 9, 2023 letter to investors, you discuss aggregated results, and in the included Appendices, you reference companies that have made Regulation A filings. In your website disclosure of annual returns of client accounts, you refer investors to a separate page for "full disclosure," which in turn references investors to a separate page for links to various offering circulars, including links to Regulation A offering circulars. Please revise your webpage and investor letter disclosures to make it clear that any discussions of aggregated results, distributions, or returns do not include those from your Regulation A companies and ensure that you clearly distinguish your disclosures for your Investment Company Act companies and your Regulation A entities.

Advisor v Fund Performance

The Company understands the Staff’s concerns regarding the performance figures reported by Fundrise Advisors, LLC under the rules and regulations of the Investment Advisers Act of 1940 (the “40 Act”) and that the Staff believes such 40 Act performance figures might be confused for the performance of the individual funds that have qualified offerings pursuant to Regulation A of the Securities Act of 1933 (the “Regulation A Funds”). Accordingly, the Company, and its affiliates, undertake to make the following changes to address the Staff’s concerns.

Clarifying Language and Additional Regulation A Specific Pages

The Company has revised the disclosure regarding the performance of Fundrise Advisors, LLC’s clients to be clearly marked with the following (and conforming) revisions on the Fundrise Platform and future communications:

Recent Advisory Client Returns

Our Historical Advisory Client Returns

In addition, the Company, as the sponsor of the Regulation A Funds, has included, and will include in the future, the following additional, clarifying language, directly underneath any such performance figures that are being presented pursuant to the rules and regulations of the 40 Act, without the need for the reader to click any additional links:

Learn more about the assumptions in this section. The foregoing performance information is presented solely with regard to the advisory client performance of the clients of Fundrise Advisors, LLC pursuant to the Investment Advisers Act of 1940, and does not represent the performance of any individual investor or any individual or aggregate performance of any funds with offerings qualified pursuant Regulation A of the Securities Act (the “Regulation A Funds”). For more information about the Regulation A Funds, and their corresponding Forms 1-A, including their individual performance information, please click here.

Potential investors who click on the “here” link will be presented with links to the individual websites of each of the Regulation A Funds, where they may view fund specific information, including historical performance, NAV, etc., of such Regulation A Fund.

* * * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (617) 570-1039 or Bjorn J. Hall at (202) 584-0550.

Sincerely,
/s/ David Roberts

Show Raw Text
CORRESP
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filename1.htm

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

October 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate &
Construction

100 F Street, N.E.

Washington, D.C. 20549-3010

    Re:

    Rise Companies Corp.

    Post-Qualification Amendment No. 4 to

    Offering Statement on Form 1-A

    Filed June 11, 2024

    Correspondence filed July 12, 2024

    File No. 024-12141

Dear Staff of the Division of Corporation Finance:

This letter is submitted on
behalf of Rise Companies Corp. (the “Company”) in response to a comment letter from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated August 20, 2024 (the “Comment Letter”) with respect to a correspondence from the Company, dated July 12,
2024, in response to a previous comment letter from the Staff of the Commission dated July 10, 2024 with respect to the Post-Qualification
Amendment No. 4 to the Company’s Offering Statement on Form 1-A filed with the Commission on June 11, 2024 (the “Offering
Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company.

For your convenience, the
Staff’s comments have been reproduced in bold italics herein with responses immediately following the comments. Defined terms used
herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.

Correspondence filed July 12, 2024

General

 1. We note your response to prior comment 1, including your explanation that you have entities that are registered as investment
companies under the Investment Company Act of 1940 and that a registered investment advisor is disclosing the aggregated performance of
its individual clients. For clarity, please note that we are only commenting with respect to those entities that raise capital under Regulation
A. However, with respect to your Regulation A filings, we note that these are made by separate companies under Regulation A, each with
its own maximum offering limit, and with different return levels. Aggregating these companies’ results together, and/or with the
results of investment companies is not appropriate, and we note that it is not clear from your website disclosures that discussions of
aggregated results exclude results from Regulation A entities. In this regard, for example, in your January 9, 2023 letter to investors,
you discuss aggregated results, and in the included Appendices, you reference companies that have made Regulation A filings. In your website
disclosure of annual returns of client accounts, you refer investors to a separate page for "full
disclosure," which in turn references investors to a separate page for links to various offering circulars, including links to Regulation
A offering circulars. Please revise your webpage and investor letter disclosures to make it clear that any discussions of aggregated results,
distributions, or returns do not include those from your Regulation A companies and ensure that you clearly distinguish your disclosures
for your Investment Company Act companies and your Regulation A entities.

Advisor v Fund Performance

The Company understands
the Staff’s concerns regarding the performance figures reported by Fundrise Advisors, LLC under the rules and regulations of the
Investment Advisers Act of 1940 (the “40 Act”) and that the Staff believes such 40 Act performance figures might be confused
for the performance of the individual funds that have qualified offerings pursuant to Regulation A of the Securities Act of 1933 (the
 “Regulation A Funds”). Accordingly, the Company, and its affiliates, undertake to make the following changes to address the
Staff’s concerns.

Clarifying Language and Additional Regulation A Specific
Pages

The Company has
revised the disclosure regarding the performance of Fundrise Advisors, LLC’s clients to be clearly marked with the following (and
conforming) revisions on the Fundrise Platform and future communications:

Recent Advisory
Client Returns

Our Historical Advisory
Client Returns

In addition, the
Company, as the sponsor of the Regulation A Funds, has included, and will include in the future, the following additional, clarifying
language, directly underneath any such performance figures that are being presented pursuant to the rules and regulations of the 40 Act,
without the need for the reader to click any additional links:

Learn more about the assumptions in this section. The
foregoing performance information is presented solely with regard to the advisory client performance of the clients of Fundrise Advisors,
LLC pursuant to the Investment Advisers Act of 1940, and does not represent the performance of any individual investor or any individual
or aggregate performance of any funds with offerings qualified pursuant Regulation A of the Securities Act (the “Regulation A Funds”).
For more information about the Regulation A Funds, and their corresponding Forms 1-A, including their individual performance information,
please click here.

Potential investors
who click on the “here” link will be presented with links to the individual websites of each of the Regulation A Funds, where
they may view fund specific information, including historical performance, NAV, etc., of such Regulation A Fund.

* * * * *

If you have any questions
or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me
at (617) 570-1039 or Bjorn J. Hall at (202) 584-0550.

    Sincerely,

    /s/ David Roberts

    David Roberts

    cc:
    Via E-mail

    Benjamin S. Miller, Chief Executive Officer

    Bjorn J. Hall, General Counsel and Secretary

    Benjamin St. Angelo, Senior Corporate Counsel

    Rise Companies Corp.

    Chloe Pletner, Esq.

    Goodwin Procter LLP