 | Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018
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T: 212.813.8800 F: 212.355.3333 goodwinprocter.com
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January 5, 2017
VIA EDGAR
Mr. Tom Kluck Legal Branch Chief, Office of Real Estate and Commodities U.S. Securities and Exchange Commission Division of Corporation Finance – Office of Real Estate & Commodities 100 F Street, N.E. Washington, D.C. 20549-3010 |
| Re: | Rise Companies Corp. Offering Statement on Form 1-A |
Submitted December 29, 2016
CIK No. 0001640967
Dear Mr. Kluck:
This letter is submitted on behalf of Rise Companies Corp., (the “Company”) in response to a verbal comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on January 5, 2017 (the “Verbal Comment”) with respect to the Company’s Offering Statement on Form 1-A (CIK No. 0001640967) filed with the Commission on December 29, 2016, relating to the Company’s offering of common stock (the “Offering Statement”). The response provided is based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing for public review the Offering Statement (the “Amended Filing”), which includes changes in response to the Staff’s comments.
For your convenience, the Staff’s comment set forth in the Verbal Comment has been reproduced in italics herein with a response immediately following such comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comment refer to the Offering Statement, and page references in the response refers to the Amended Filing. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Filing.
Mr. Tom Kluck
Division of Corporation Finance
January 5, 2017
Page 2
Part III - Exhibits
| 1. | Please include with your previous correspondence filed as an exhibit pursuant to Rule 252(d) your e-mail correspondence regarding the Public Accounting Firm’s report on the results of its investigation. |
Response to Comment No. 1
In response to the Staff’s comment, the Company has included with Exhibit 15.6 of its Amended Filing our previous e-mail correspondence regarding the Public Accounting Firm’s report, as well as included such correspondence asAppendix A to this letter.
* * * * *
Mr. Tom Kluck
Division of Corporation Finance
January 5, 2017
Page 3
If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.
| Sincerely, |
| Mark Schonberger | |
[Enclosures:]
| cc: | Via E-mail |
Benjamin S. Miller, Chief Executive Officer
Bjorn J. Hall, General Counsel and Corporate Secretary
Rise Companies Corp.
Matt Schoenfeld, Esq.
Goodwin Procter LLP
Appendix A
