United States securities and exchange commission logo
August 11, 2023
Benjamin Miller
Chief Executive Officer
Rise Companies Corp
11 Dupont Circle NW, 9th Floor
Washington, DC 20036
Re: Rise Companies Corp
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 1
Filed July 17, 2023
File No. 024-12141
Dear Benjamin Miller:
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.
Post-qualification Amendment No. 1 to Offering Statement on Form 1-A
filed July 17, 2023
Cover Page
1. Please revise the first
sentence of your cover page to clearly disclose the value of the
common shares you are
offering. We note your statement regarding the value of the
shares available to be
offered but there is no value ascribed to the shares to be offered in
this offering.
Offering Circular Summary
Impact of COVID-19 on our Business, page 7
2. We note you provide
links to various blog posts and investor letters as part of your
disclosure regarding
the potential impact of the COVID-19 pandemic on your assets.
Benjamin Miller
Rise Companies Corp
August 11, 2023
Page 2
Please provide us with your analysis of how this presentation is useful
for investors. We
note, for example, that you provide links to materials from October 2017
and January
2020.
Risk Factors, page 11
3. We note several risk factors on pages 14 and 24 referencing the
potential impact of rising
interest rates. In addition, we note your disclosure on page 8 regarding
headwinds
resulting from interest rate hikes. Please update these risk factors if
recent inflationary
pressures and rising interest rates have materially impacted your
operations. In this
regard, identify the types of pressures you are facing and how your
business has been
affected.
Use of Proceeds, page 34
4. We note that your proceeds have not been allocated for any particular
purposes. We also
note that since this offering commenced on February 13, 2023, you have
raised
approximately $13.9 million in offering proceeds. Please revise to
disclose the use of
proceeds since the offering commenced on February 13, 2023. Please also
provide a more
complete description of the prior offerings undertaken by the issuer
over the past year,
including the use of proceeds in your operations. Lastly, please revise
here and where
appropriate to address anticipated material changes in the use of
proceeds if you raise
substantially less than the maximum.
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.
You may contact Paul Cline at 202-551-3851 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any
other
questions.
Sincerely,
FirstName LastNameBenjamin Miller
Comapany NameRise Companies Corp Division of
Corporation Finance
Office of Real
Estate & Construction
August 11, 2023 Page 2
cc:
FirstName Mark Schonberger
LastName