Correspondence 0001104659-25-061614 from Groundfloor Yield LLC (CIK 0001810007)
Groundfloor Yield LLC (CIK 0001810007)
Date: June 23, 2025 · CIK: 0001810007 · Accession: 0001104659-25-061614
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12530
Referenced dates: April 18, 2025
Letter
Via EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Ms. Pam Howell and Ms. Brigitte Lippmann Office of Real Estate and Construction
Re: Groundfloor Yield, LLC Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed: April 7, 2025 File No. 024-12530
Dear Ms. Howell and Ms. Lippmann:
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 April 18, 2025 (the " Comment Letter ") in connection with the Company's Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A (the " Offering Statement "), as filed with the SEC on April 7, 2025.
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 Statement. All page number references in the Company's responses are to page numbers in the Offering Statement, which is being refiled concurrently with this response.
Post-Qualification Amendment No. 1 on Form 1-A filed on April 7, 2025
General
1. We note your Explanatory Note that the sole purpose of this post-qualification amendment is to amend the offering circular to incorporate by reference the company's financial statements filed via the company's annual report on Form 1-K with the SEC on March 31, 2025. We also note that you have not incorporated by reference the entirety of the annual report on Form 1-K, solely the financial statements. Please advise how this complies with Rule 253(a) which requires that an offering circular must include the information required by Form 1-A.
Response:
The Company acknowledges the comment and has amended the offering circular to incorporate the entirety of the Company's annual report on Form 1-K filed with the SEC on March 31, 2025. Moreover, it has re-filed the entirety of the recently-qualified offering circular with updated financial and statistical information from the December 31, 2024 financial statements which were filed in the Form 1-K.
manatt manatt | phelps | phillips Brian S. Korn Manatt, Phelps & Phillips, LLP Direct Dial: (212) 790-4510 E-mail: BKorn@manatt.com
We thank you for your prompt attention to this letter responding to the previously submitted Offering Statement and comment letter response. Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510.
Sincerely,
Brian S. Korn
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CORRESP 1 filename1.htm manatt manatt | phelps | phillips Brian S. Korn Manatt, Phelps & Phillips, LLP Direct Dial: (212) 790-4510 E-mail: BKorn@manatt.com June 23, 2025 Via EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Ms. Pam Howell and Ms. Brigitte Lippmann Office of Real Estate and Construction Re: Groundfloor Yield, LLC Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed: April 7, 2025 File No. 024-12530 Dear Ms. Howell and Ms. Lippmann: 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 April 18, 2025 (the " Comment Letter ") in connection with the Company's Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A (the " Offering Statement "), as filed with the SEC on April 7, 2025. 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 Statement. All page number references in the Company's responses are to page numbers in the Offering Statement, which is being refiled concurrently with this response. Post-Qualification Amendment No. 1 on Form 1-A filed on April 7, 2025 General 1. We note your Explanatory Note that the sole purpose of this post-qualification amendment is to amend the offering circular to incorporate by reference the company's financial statements filed via the company's annual report on Form 1-K with the SEC on March 31, 2025. We also note that you have not incorporated by reference the entirety of the annual report on Form 1-K, solely the financial statements. Please advise how this complies with Rule 253(a) which requires that an offering circular must include the information required by Form 1-A. Response: The Company acknowledges the comment and has amended the offering circular to incorporate the entirety of the Company's annual report on Form 1-K filed with the SEC on March 31, 2025. Moreover, it has re-filed the entirety of the recently-qualified offering circular with updated financial and statistical information from the December 31, 2024 financial statements which were filed in the Form 1-K. manatt manatt | phelps | phillips Brian S. Korn Manatt, Phelps & Phillips, LLP Direct Dial: (212) 790-4510 E-mail: BKorn@manatt.com We thank you for your prompt attention to this letter responding to the previously submitted Offering Statement and comment letter response. Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 790-4510. Sincerely, Brian S. Korn cc: Nick Bhargava Groundfloor Yield, LLC