SecProbe.io

CORRESP
1
filename1.htm

                         July 10, 2024

                         VIA
EDGAR

  Shannon
McNulty

404-504-7735

smcnulty@mmmlaw.com

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

  Response dated June 7, 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 June 25, 2024 (the “Comment Letter”) regarding the Company’s June 7, 2024 response
to the Commission’s prior comments on the Company’s Pre-Qualification Amendment No. 1 to the Offering Statement on Form 1-A
filed with the Commission on April 9, 2024, as amended by the Company’s Pre-Qualification Amendment No. 2 to the Offering Statement
on Form 1-A filed with the Commission on May 16, 2024 (the “Previous Filing”), in connection with its offering of shares
of common stock pursuant to Regulation A (the “Offering”). A changed-pages only markup of the Previous Filing reflecting
the Company’s proposed revisions to the Previous Filing in response to the Comment Letter
and other updates necessitated by the passage of time is attached hereto as Appendix A (the “Proposed Revisions”).
If satisfactory to the Staff, the Proposed Revisions will be reflected in the Company’s subsequent filing of a Pre-Qualification
Amendment No. 3 to the Offering Statement on Form 1-A.

For
your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced herein with responses immediately
following each comment.

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

July
10, 2024

Page
2

Correspondence
submitted June 7, 2024

General

Comment
No. 1: We note your distribution reinvestment plan. Please update your cover page to provide an allocation of the securities being offered
pursuant to the distribution reinvestment plan. In addition, please revise to clarify how your activities will be done in compliance
with Regulation A; for example, please ensure that your analysis and disclosure reflects: (i) confirmation that the distribution reinvestment
plan securities are being offered pursuant to Rule 251(d)(3)(i)(B); (ii) confirmation that you will provide investors with a hyperlink
to the current offering circular in connection with and at the time of any distribution reinvestment (refer to Rule 251(d)(1)(iii));
(iii) how you will comply with the investment limitations and qualifications for purchaser status set forth in Rule 251(d)(2)(i)(C) with
respect to any securities purchased through your distribution reinvestment plan; and (iv) how you will ensure you are eligible to offer
and sell securities pursuant to Regulation A at the time of such sales.

Response:
In response to the Staff’s comment, the Company has revised the applicable disclosures in the Proposed Revisions to provide
the above-requested information.

Comment
No. 2: You propose to offer your existing investors the opportunity to purchase additional shares in your offering at regular intervals
by participating in your “automatic investment program.” Please revise to clarify how your activities will be done in compliance
with Regulation A; for example, please ensure that your analysis and disclosure reflects: (i) that you will obtain the affirmative consent
from each holder prior to any and each share purchase made through your “automatic investment program”; (ii) confirmation
that you will provide investors with a hyperlink to the current offering circular in connection with and at the time of any such additional
monthly investment (refer to Rule 251(d)(1)(iii)); (iii) how you will comply with the investment limitations and qualifications for purchaser
status set forth in Rule 251(d)(2)(i)(C) with respect to any share purchases made through your “automatic investment program”;
and (iv) how you will ensure you are eligible to offer and sell securities pursuant to Regulation A at the time of such sales.

Response:
In response to the Staff’s comment, the Company has revised the applicable disclosures in the Proposed Revisions to provide
the above-requested information.

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

APPENDIX
A

Proposed
Revisions

See
attached.