SecProbe.io

CORRESP
1
filename1.htm

    Shannon
    McNulty

    June
7, 2024
    404-504-7735

    smcnulty@mmmlaw.com

    VIA
EDGAR
    www.mmmlaw.com

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

  Re:
  RealtyMogul Apartment Growth REIT, Inc.

  Amendment No. 1 to Offering Statement on Form
  1-A

  Filed April 9, 2024

  File No. 024-12375

To
Whom it May Concern:

This
letter is being submitted on behalf of RealtyMogul Apartment Growth REIT, Inc. (File No. 024-12375) (the “Company”) in response
to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth
in the Commission’s letter dated April 30, 2024 (the “Comment Letter”) regarding the Company’s Pre-Qualification
Amendment No. 1 to the Offering Statement on Form 1-A (the “Previous Filing”) filed with the Commission on April 9, 2024
in connection with its offering of shares of common stock pursuant to Regulation A (the “Offering”). The Company previously
responded to certain comments in the Comment Letter on May 16, 2024, which response included a concurrent filing of Pre-Qualification
Amendment No. 2 to the Company’s Offering Statement on Form 1-A (the “Amended Filing”), which included changes in response
to the Staff’s comments and other updates necessitated by the passage of time.

For
your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced herein with responses immediately
following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Previous
Filing, and page references in the responses refer to the Amended Filing. Defined terms used herein but not otherwise defined have the
meanings given to them in the Amended Filing.

Phone:
404.233.7000 | www.mmmlaw.com

1600
Atlanta Financial Center | 3343 Peachtree Road, NE | Atlanta, Georgia 30326

Atlanta
• Washington, DC • Raleigh-Durham • Savannah

MORRIS,
MANNING & MARTIN, LLP

Securities
and Exchange Commission

June
7, 2024

Page
2

Plan
of Distribution, page 144

Comment
No. 1: We note your response to prior comment 5. We are still considering your disclosure regarding the automatic investment program.

Response:

The
Company hereby undertakes to provide and prepare, as part of the automatic investment program, a notification to be sent to each participant
in the program prior to such participant’s periodic investment that will notify such participant of the following: (i) they have
previously elected to participate in the automatic investment program whereby a monthly periodic investment will be made on their behalf
for additional shares of the Company’s common stock, (ii) such periodic investment is scheduled to be made on the 10th day of each
month, or the following business day if the 10th day of the month falls on a weekend, and (iii) if such participant no longer wishes
to participate in the program, they can elect to terminate their participation in the program via a single-click toggle function located
in the section of the RealtyMogul website that displays such investor’s account information, or such investor’s “investor
dashboard.” A link to the website will also be provided in this notification. If such participant elects to terminate their participation
in the program via the notification, such termination will become effective before the next scheduled monthly periodic investment. If
the participant wishes to continue to participate in the program, they do not have to do anything further.

The
Company hereby represents that its manager, RM Adviser, LLC (“Manager”), through a shared services agreement with Realty
Mogul, Co., will be monitoring monthly the suitability of the Company’s shareholders in connection with investor suitability requirements
under Regulation A, including shareholders who participate in the automatic investment program. In connection with such monitoring, the
Manager will review information available regarding an investor’s accreditation and, if such shareholder is not accredited, whether
such shareholder meets the 10% investment limitation for non-accredited investors under Regulation A. If, based on the information in
possession of the Company or the Manager, and as a result of the monthly monitoring efforts, the Company or Manager determines that a
particular shareholder no longer meets such suitability requirements under Regulation A, such shareholder’s participation in the
automatic investment program will be terminated prior to the time of the next periodic investment for such particular shareholder, subject
to such shareholder providing their updated financial information. The Company and Manager are hereby undertaking these monitoring efforts
notwithstanding Regulation A’s less stringent requirements, which provide that issuers may notify investors of investment limitations
under Regulation A and may rely on investors’ representations of compliance with such limitations, unless an issuer knew at the
time of sale that any such representation was untrue. To that end, as disclosed in the Company’s offering circular, the Company
provides such notice to investors of Regulation A’s investment limitations and provides specific disclosures regarding the automatic
investment program, including disclosure providing that an investor, by electing to participate in the automatic investment program,
agrees that if at any time they fail to meet the applicable qualified purchaser limits or cannot make the other investor representations
or warranties set forth in the then current offering circular or in the subscription agreement, they will promptly notify the Company
of that fact and their participation in the plan will terminate. Moreover, in connection with purchasing the Company’s shares,
an investor must execute a subscription agreement, which includes representations by the investor that they meet the suitability requirements
under Regulation A.

The
Company respectfully submits that term “automatic investment program” is currently disclosed in numerous places, including,
among other things, the RealtyMogul website and the Company’s offering circular and subscription agreement, as well as used in
numerous materials of the Company, including its shareholder communications such as fact sheets and quarterly shareholder updates. The
Company respectfully submits that changing the name of the program would require a significant amount of the Company’s resources
including key personnel’s time and effort as well would be a great expense such that changing the name would be unduly burdensome
on the Company. Therefore, the Company respectfully requests that no change to the name of the automatic investment program be made at
this time.

MORRIS,
MANNING & MARTIN, LLP

Securities
and Exchange Commission

June
7, 2024

Page
3

Thank
you for your consideration of the Company’s response to the Staff’s comments. We appreciate your review and assistance. If
you have any questions regarding this response, please do not hesitate to call the undersigned at (404) 504-7735.

  Best regards,

  MORRIS, MANNING & MARTIN, LLP

  /s/ Shannon McNulty

  Shannon
McNulty

cc:
Jilliene Helman