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May 19, 2020
Nick Bhargava
Acting Chief Financial Officer
Groundfloor Yield LLC
600 Peachtree Street, Suite 810
Atlanta, GA 30308
Re:Groundfloor Yield LLC
Draft Offering Statement on Form 1-A
Submitted April 22, 2020
CIK No. 0001810007
Dear Mr. Bhargava:
            We have reviewed your draft offering statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  If you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.  After reviewing your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Offering Statement on Form 1-A
General
1.With a view to clarifying your disclosure and the application of Rule 251(a)(2) to your
offering, please describe clearly the relationships among each of Groundfloor Yield
LLC, Groundfloor Finance, Inc., and Groundfloor Real Estate I, LLC, including who
manages each entity, how such entities are managed, who owns the rights to the property,
including intellectual property, used by Groundfloor Yield, LLC, and whether loans
originated by Groundfloor Yield may be transferred to or acquired by other affiliates.
2.We note that you are proposing to offer five (5) day notes and that such notes may roll
over from time to time.  Please confirm for us your understanding that the roll over of

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 FirstName LastNameNick  Bhargava
Groundfloor Yield LLC
May 19, 2020
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such notes will constitute the issuance of additional securities for the purpose of
calculating how much of the $50,000,000 offering has been sold under Rule 251(a)(2).
Please also provide us a sample calculation of the impact on the $50 million limit
assuming you meet your proceeds goals and all investors elect to automatically roll over
their notes.
3.We note the statement on page 4 that the notes are not dependent upon any particular loan
originated "by the Company or Groundfloor Finance."  It is unclear if Groundfloor Yield
intends to originate loans concurrently with or in lieu of Groundfloor Finance's current
loan origination activities.  We also note the statement that the notes may be added to
funds from "Groundfloor Finance’s direct lending account" and funds from institutional
and individual investors to collectively fund the loans.  It is unclear whether and how
proceeds from LROs and other securities offered by affiliated companies will be used
interchangeably.  Please clarify the warehousing or other activities you intend to fund with
the Yield Notes and consider providing a graphic that identifies the affiliated entities and
illustrates the combined companies' overall operations.
4.Please provide a copy of the agreement where investors will indicate agreement to your
"terms and conditions and privacy policy."
Cover Page
5.Please revise to state which disclosure format you are using.
6.We note the interest rate range.  Please advise us whether you plan to file a supplement or
amendment to notify investors of the actual interest rate.
Groundfloor Yield Notes, page 6
7.Please clarify whether any projects have been specifically identified for funding by the
Groundfloor Yield Notes.   To the extent there exists identified projects, please consider
expanding your disclosures to describe the relevant characteristics of each project.   Such
characteristics may include geography, commercial nature, and any relevant facts that are
utilized in assessing your basic qualification and financing requirements.  In addition, tell
us how you considered the need to provide pro forma financial statements to reflect the
funding of any identified projects.
Risk Factors, page 9
8.We note your disclosure on page 10 regarding the waiver of rights to trial by jury in the
investors’ rights agreement and the Groundfloor Yield Note Purchase Agreement.  Please
revise your offering statement to clarify whether purchasers of interests in a secondary
transaction would be subject to the jury trial waiver provision.
Management's Discussion & Analysis, page 18
9.We note the risk factor on page 13 regarding potential adverse impacts from COVID-19

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Nick  Bhargava
Groundfloor Yield LLC
May 19, 2020
Page 3
on your developers and your operations.  Please revise Management's Discussion and
Analysis to address potential material impacts specific to you, as well as any significant
impacts that your business or developers have already experienced from the COVID-19
pandemic (e.g. whether property development projects have been delayed or otherwise
adversely affected and whether borrower defaults or workouts have increased).  Refer to
CF Disclosure Guidance: Topic No. 9 for guidance.
Financial Statements, page 30
10.We note that no other party is obligated to make any payments to investors on the notes to
be offered nor does any other party guarantee payments from the real estate loans.   Please
clarify for us whether you expect Groundfloor Finance, Inc., as the sole member and
manager,  will provide any managerial, operational, or financial support to Groundfloor
Yield LLC.   Additionally, given its role, please tell us if you believe audited financial
statements, or some other financial information, of Groundfloor Finance, Inc. should be
included in your filing.
Independent Auditors’ Report, page F-1
11.Please revise your filing to include your independent auditor's report with respect to
Groundfloor Yield LLC's audited financial statements. In addition, please revise the
"Experts" section on page 29 to disclose the correct financial statement periods presented
in the filing.
            You may contact Wilson Lee at 202-551-3468 or Jeffrey Lewis at 202-551-6216 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Korn, Esq.