SEC Comment Letter 0000000000-23-004748 to Groundfloor Yield LLC (CIK 0001810007)
Groundfloor Yield LLC (CIK 0001810007)
Date: May 8, 2023 · CIK: 0001810007 · Accession: 0000000000-23-004748
AI Filing Summary & Sentiment
File numbers found in text: 024-11411
Letter
United States securities and exchange commission logo May 8, 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 April 28, 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 April 28, 2023 General 1.We reissue comment 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.
2.We reissue comment 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 benchmark). Your ability to change interest rates is within your
FirstName LastNameNick Bhargava Comapany NameGroundfloor Yield LLC May 8, 2023 Page 2 FirstName LastName Nick Bhargava Groundfloor Yield LLC May 8, 2023 Page 2 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. 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.
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United States securities and exchange commission logo
May 8, 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 April 28, 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 April 28, 2023
General
1.We reissue comment 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.
2.We reissue comment 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 benchmark). Your ability to change interest rates is within your
FirstName LastNameNick Bhargava
Comapany NameGroundfloor Yield LLC
May 8, 2023 Page 2
FirstName LastName
Nick Bhargava
Groundfloor Yield LLC
May 8, 2023
Page 2
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.
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.