Correspondence 0001104659-23-074707 from Groundfloor Yield LLC (CIK 0001810007)
Groundfloor Yield LLC (CIK 0001810007)
Date: June 26, 2023 · CIK: 0001810007 · Accession: 0001104659-23-074707
AI Filing Summary & Sentiment
File numbers found in text: 024-11411
Referenced dates: June 5, 2023
Letter
VIA EDGAR Division of Corporation Finance Attention: Pearlyne Paulemon and Pam Howell Office of Real Estate and Construction Offering Statement on Form 1-A Post-qualification Amendment Filed May 19, 2023 File No. 024-11411
Dear All:
We are submitting this letter on behalf of our client, Groundfloor Yield LLC (the “Company”), in response to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated June 5, 2023 (the “Comment Letter”) in connection with the Company’s Post-Qualification Offering Statement on Form 1-A, as submitted with the SEC on May 19, 2023 (the “Offering Circular Amendment”) and the discussions with the staff on June 12, 13, and 22 2023 (the “Discussions”).
For your convenience, our responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response. Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Offering Circular Amendment. All page number references in the Company’s responses are to page numbers in the Offering Circular Amendment, which is being refiled concurrently with this response.
Manatt, Phelps & Phillips, LLP 7 Times Square, New York, New York 10036 Tel: 212.790.4500 Fax: 212.790.4545
Albany | Boston | Chicago | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.
June 26, 2023
Page 2
Post Qualification Amendment to Form 1-A filed May 19, 2023
General
1. We note the risk factor added on page 15 in response to comment 1. Please remove the reference to an insignificant deviation under Rule 260(a) as the risk factors section should not contain mitigating language. In addition, please clearly disclose the amount of securities sold during the time period that may be subject to rescission claims.
Response: The Company acknowledges the comment and has removed the reference to Rule 260(a) and other mitigating language. The Company has also added the amount of securities sold that may be subject to rescission claims. See page 15.
2. We continue to consider you auto-invest and rollover programs.
Response: The Company acknowledges the comment. The Company has updated the relevant language in the Offering Circular to require an affirmative consent from the investor in the case of investments made under the Groundfloor Yield Auto-Invest Program and with respect to rollovers. See pages 8, 9, 10, 22, 31, and 33.
****************
June 26, 2023
Page 3
We thank you for your prompt attention to this letter responding to the previously submitted Registration Statement on Form 1-A and Comment Letter. Should you or the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510.
Sincerely,
/s/ Brian S. Korn
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CORRESP
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filename1.htm
Brian S. Korn
Manatt, Phelps & Phillips, LLP
Direct Dial: (212) 790-4510
BKorn@manatt.com
June 26, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Pearlyne Paulemon and Pam Howell
Office of Real Estate and Construction
Re: Groundfloor Yield LLC
Offering Statement on Form 1-A
Post-qualification Amendment
Filed May 19, 2023
File No. 024-11411
Dear All:
We are submitting this letter
on behalf of our client, Groundfloor Yield LLC (the “Company”), in response to the written comments of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC”) contained in your letter dated June 5, 2023 (the “Comment
Letter”) in connection with the Company’s Post-Qualification Offering Statement on Form 1-A, as submitted with the SEC on
May 19, 2023 (the “Offering Circular Amendment”) and the discussions with the staff on June 12, 13, and 22 2023 (the “Discussions”).
For your convenience, our
responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained
in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Offering Circular
Amendment. All page number references in the Company’s responses are to page numbers in the Offering Circular Amendment, which is
being refiled concurrently with this response.
Manatt, Phelps & Phillips, LLP 7 Times Square,
New York, New York 10036 Tel: 212.790.4500 Fax: 212.790.4545
Albany | Boston | Chicago | Los Angeles | New
York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.
June 26, 2023
Page 2
Post Qualification Amendment to Form 1-A filed May 19, 2023
General
1. We
note the risk factor added on page 15 in response to comment 1. Please remove the reference to an insignificant deviation under Rule 260(a)
as the risk factors section should not contain mitigating language. In addition, please clearly disclose the amount of securities sold
during the time period that may be subject to rescission claims.
Response: The Company acknowledges the comment
and has removed the reference to Rule 260(a) and other mitigating language. The Company has also added the amount of securities sold that
may be subject to rescission claims. See page 15.
2. We
continue to consider you auto-invest and rollover programs.
Response: The Company acknowledges the comment. The Company has updated
the relevant language in the Offering Circular to require an affirmative consent from the investor in the case of investments made under
the Groundfloor Yield Auto-Invest Program and with respect to rollovers. See pages 8, 9, 10, 22, 31, and 33.
****************
June 26, 2023
Page 3
We thank you for your prompt
attention to this letter responding to the previously submitted Registration Statement on Form 1-A and Comment Letter. Should you or the
Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510.
Sincerely,
/s/ Brian S. Korn
Brian S. Korn
cc: Groundfloor Yield LLC
Nick Bhargava