SecProbe.io

CORRESP
1
filename1.htm

    Shannon
    McNulty

    July
    25, 2024
    404-504-7735

    smcnulty@mmmlaw.com

    www.mmmlaw.com

VIA
EDGAR

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. The Company responded further to the Comment Letter
on June 7, 2024. In connection with this response, the Company is concurrently filing Pre-Qualification
Amendment No. 3 to the Offering Statement (the “Second Amended Filing”), which includes 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 Second Amended Filing. Defined terms used herein but not otherwise defined
have the meanings given to them in the Second 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

July
25, 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 respectfully submits that it will be suspending its automatic investment program for an indefinite period of time. Accordingly,
references to the automatic investment program have been removed from the Second Amended Filing.

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