SEC Comment Letter 0000000000-23-003911 to Groundfloor Yield LLC (CIK 0001810007)
Groundfloor Yield LLC (CIK 0001810007)
Date: April 19, 2023 · CIK: 0001810007 · Accession: 0000000000-23-003911
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File numbers found in text: 024-11411
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United States securities and exchange commission logo
April 19, 2023
Nick Bhargava
Chief Financial Officer
Groundfloor Yield LLC
600 Peachtree Street, Suite 810
Atlanta, GA 30308
Re:Groundfloor Yield LLC
Offering Statement on Form 1-A
Post-qualification Amendment
Filed March 23, 2023
File No. 024-11411
Dear Nick Bhargava:
We have reviewed your amendment 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 amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A-POS filed March 23, 2023
General
1.We note the consent filed as exhibit 11.1. Please have your auditors revise their consent
to reference the Form 1-A rather than the Form 1-K.
2.It appears you commenced your offering on May 14, 2021 and that offering is continuing.
Please provide your analysis of how you are in compliance with the requirement that you
update your offering statement on an annual basis as set forth in Rule 252(f)(iii)(2)(i) of
Regulation A. Also, please clarify whether you have sold securities since the date that was
12 months after the qualification date.
3.Form 1-A requires that issuers specify the price of the securities being offered. This means
that the interest rate payable on the note must be calculable by investors or determined by
reference to a formula with publicly available inputs (for example, by reference to a
FirstName LastNameNick Bhargava
Comapany NameGroundfloor Yield LLC
April 19, 2023 Page 2
FirstName LastName
Nick Bhargava
Groundfloor Yield LLC
April 19, 2023
Page 2
benchmark). Your ability to change interest rates is within your complete discretion and
therefore lacks transparency that is present when a rate is calculable by investors or
determined by reference to a formula with publicly available inputs. Please revise your
pricing method to comply with Regulation A. For additional guidance, please see Note 2
of Item 501(b)(3) from Regulation S-K.
4.We may have additional comments, including on your auto-invest program.
5.We note the disclosure on the FAQs section of Groundfloor’s website that “Groundfloor
pre-funds loans to real estate developers, then works with the U.S. Securities & Exchange
Commission (SEC) to convert these loans into securities that are then sold to investors.”
Please revise this language consistent with the cover page legend set forth in in Rule
253(f) of Regulation A, as the SEC does not pass upon the merits or give its approval to
any securities offered.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Korn, Esq.