United States securities and exchange commission logo
September 7, 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. 2
Filed August 25,
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 to Form 1-A filed August 25, 2023
Offering Circular Summary
Recent Developments
Impact of Current Macroeconomic Conditions on our Business, page 7
1. We note your revisions
in response to comment 2. Please provide your analysis as to how
the materials linked to
in this section, which we note include quarterly investor letters
discussing potential
acquisitions by your wholly-owned subsidiaries, are useful for
investors in
understanding the impact of macroeconomic conditions on your business.
Benjamin Miller
FirstName LastNameBenjamin Miller
Rise Companies Corp
Comapany 7,
September NameRise
2023 Companies Corp
September
Page 2 7, 2023 Page 2
FirstName LastName
Risks Related to Compliance and Regulation
We and our Investment Products are subject to extensive regulation, and failure
to comply...,
page 26
2. We note the Order Instituting Administrative and Cease-and-Desist
Proceedings pursuant
to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940
issued by the U.S.
Securities and Exchange Commission on August 22, 2023. Revise to
disclose the order
and provide information concerning the nature of the issues involved
in the order.
Use of Proceeds, page 34
3. We note your response to comment 4 and reissue the comment in part.
Please provide a
more complete description of the prior offerings you have undertaken
over the past year,
providing specifics regarding the use of proceeds in your operations.
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,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Mark Schonberger