SecProbe.io

January 24, 2025
Nick Bhargava
Chief Executive Officer
Groundfloor Loans 2 LLC
1201 Peachtree St NE, Suite 1104
400 Colony Square
Atlanta, GA 30361
Re:Groundfloor Loans 2 LLC
Offering Statement on Form 1-A
Filed December 31, 2024
File No. 024-12552
Dear Nick Bhargava:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Form 1-A filed December 31, 2024
Summary, page v
1.We note your disclosure on page x that your Sponsor’s real estate professionals acting
on behalf of your Manager must determine which investment opportunities to
recommend to you and other Groundfloor or affiliated entities and that your Sponsor
may organize, in the future, similar programs to the one you are offering here;
however, it appears your Sponsor has already organized at least one similar program,
Groundfloor Loans 1 LLC. Please revise the prior performance disclosure beginning
on page 45 to include Groundfloor Loans 1 LLC and any other similar programs
affiliated with your Sponsor. Please also describe clearly any conflicts of interest
regarding the allocation of investment opportunities given both you
and Groundfloor Loans 1 LLC appear to have the same business objectives. Clarify
how loans will be allocated by the Manager. Add risk factor disclosure as appropriate.

January 24, 2025
Page 2
Advertising, Sales and other Promotional Materials, page 34
2.We note that you intend to use additional advertising, sales and other promotional
materials in connection with your offering and that such materials "are not to be
considered part of this Offering Circular."  Please clarify if these materials are the
types of communications contemplated by Rule 255 and revise to clarify that such
information will be filed with the offering circular pursuant to Item 17 of Part III of
Form 1-A or advise.
Plan of Distribution, page 34
3.Given that this offering is at a fixed price, please remove the statement that "the
number of shares issued to an investor will be calculated based on the price per share
in effect on the date we receive the subscription" or advise.
Arbitration Provision, page 37
4.Please reconcile your disclosure here and elsewhere in your offering statement that
arbitration will be conducted in the State of Georgia with section 12.13(a) of the form
of Operating Agreement which references the Washington D.C. metro area. Please
also expand the disclosure to include the risks of such provision, such as increased
costs to bring a claim, limited access to information and other imbalances of resources
between the company and shareholders, and that these provisions can discourage
claims or limit shareholders’ ability to bring a claim in a judicial forum that they find
favorable. Lastly, please also disclose whether this provision applies to purchasers in
secondary transactions.
Estimated Use of Proceeds , page 39
5.We note your disclosure that you will reimburse your manager for organization and
offering expenses paid on your behalf, which are estimated to total up to
$105,000. Please disclose the amount of organization and offering expenses incurred
to date by your manager. Please also disclose your accounting policy for organization
and offering costs.
Management Compensation, page 56
6.We note your disclosure that you will pay the Manager fees for the special servicing
of non-performing assets. Please clarify what you mean by special servicing in this
context and explain how such fees will be determined.
Security Ownership of Management, page 57
7.With respect to each principal shareholder that is a legal entity, please identify clearly
all natural persons who exercise the sole or shared voting and/or dispositive powers
with respect to the shares held by that shareholder.
Appendix A: Prior Performance Tables
Table III — Operating Results of Prior Programs, page A-3
We note your disclosure of combined operating results of prior programs in Table III.
It appears that Groundfloor Finance, Inc.'s total members' equity for 2024 Interim and 8.

January 24, 2025
Page 3
Groundfloor Real Estate 1 LLC's total members' equity for the year ended December
31, 2023 does not reconcile correctly when calculating total assets minus total
liabilities. As such, please reconcile these apparent discrepancies, or advise.
Table IV - Results of Completed Programs , page A-7
9.Please include footnote disclosure explaining how annualized return on investment
was calculated for the periods presented.
Index to Financial Statements of Groundfloor Loans 2 LLC, page F-1
10.We note that you will rely on Groundfloor Finance Inc., the sole member of the
company as of December 31, 2024, to originate, service, and asset manage your loans.
Please tell us your consideration to include financial statements of Groundfloor
Finance Inc. in your filing.
Exhibits
11.Please revise the legality opinion filed as Exhibit 12.1 to also opine as to whether the
shares will be nonassessable, as required by Item 17.12 of Part III of Form 1-A.
General
12.Please tell us if you have relied upon Foti, Flynn, Lowen, & Co PC, the independent
auditor for your balance sheet and related notes as of November 30, 2024, as experts.
In addition, please have your auditor amend their consent to acknowledge the
reference to them under the caption "Experts," if applicable.  Reference is made to
Item 17 paragraph 11 of the instructions to Form 1-A.
13.We note that the website contains disclosures regarding expected returns. Please
remove such statements, as they are not consistent with the disclosure in this offering
circular and given the company is a blind pool, it is unclear the company has a basis
for such estimated returns. Similarly, we note references to an auto investor account;
yet there is no disclosure of such auto invest feature in the disclosure in the offering
circular. Please reconcile this and any other inconsistent disclosure on the website.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

January 24, 2025
Page 4
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Zachary Fallon, Esq.