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Correspondence 0001628280-25-032589 from Rise Companies Corp (CIK 0001640967)

Rise Companies Corp (CIK 0001640967)
Date: June 23, 2025 · CIK: 0001640967 · Accession: 0001628280-25-032589

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File numbers found in text: 000-56741

Referenced dates: June 17, 2025

Date
June 23, 2025
Author
David Roberts
Form
CORRESP
Company
Rise Companies Corp (CIK 0001640967)

Letter

Document Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 June 23, 2025 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. Amendment No. 1 to Registration Statement on Form 10-12G Filed June 6, 2025 File No. 000-56741 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 June 17, 2025 (the “ Comment Letter ”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form 10-12G filed with the Commission on June 6, 2025 (the “ Registration Statement ”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is filing an amendment to the Registration Statement (the “ Amendment ”) concurrently with the filing of this letter to include the responses noted below and other changes. 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 Registration Statement, as amended. Amendment No. 1 to Registration Statement on Form 10-12G filed June 6, 2025 Item 1. Business, page 5 1. We acknowledge your disclosure in response to prior comment 2. Please revise to clarify the nature of your subsidiaries’ activities. For example, Fundrise L.P. is described as having been created “to directly benefit the Company by driving its growth and profitability,” but there is no discussion of the activities it undertakes to fulfill its purpose. Further, when discussing the investment programs exempt from registration, please tell us the particular REIT focus areas for each entity (e.g., multifamily, residential, office, etc.). In response to the Staff’s comment, the Amendment updates the Registration Statement to clarify the nature of the subsidiaries’ activities, including the nature of Fundrise L.P.’s activities to benefit the Company, and to disclose the particular REIT focus areas for the Company’s investment programs exempt from registration. *** 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, Associate General Counsel Rise Companies Corp. Chloe Pletner, Esq. Goodwin Procter LLP

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CORRESP
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 Document Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 June 23, 2025 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. Amendment No. 1 to Registration Statement on Form 10-12G Filed June 6, 2025 File No. 000-56741 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 June 17, 2025 (the “ Comment Letter ”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form 10-12G filed with the Commission on June 6, 2025 (the “ Registration Statement ”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is filing an amendment to the Registration Statement (the “ Amendment ”) concurrently with the filing of this letter to include the responses noted below and other changes. 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 Registration Statement, as amended. Amendment No. 1 to Registration Statement on Form 10-12G filed June 6, 2025 Item 1. Business, page 5 1. We acknowledge your disclosure in response to prior comment 2. Please revise to clarify the nature of your subsidiaries’ activities. For example, Fundrise L.P. is described as having been created “to directly benefit the Company by driving its growth and profitability,” but there is no discussion of the activities it undertakes to fulfill its purpose. Further, when discussing the investment programs exempt from registration, please tell us the particular REIT focus areas for each entity (e.g., multifamily, residential, office, etc.). In response to the Staff’s comment, the Amendment updates the Registration Statement to clarify the nature of the subsidiaries’ activities, including the nature of Fundrise L.P.’s activities to benefit the Company, and to disclose the particular REIT focus areas for the Company’s investment programs exempt from registration. *** 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, Associate General Counsel Rise Companies Corp. Chloe Pletner, Esq. Goodwin Procter LLP