United States securities and exchange commission logo
June 25, 2024
Jilliene Helman
Chief Executive Officer
RealtyMogul Apartment Growth REIT, Inc.
10573 W. Pico Blvd, PMB #603
Los Angeles, CA 90064
Re: RealtyMogul
Apartment Growth REIT, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Response dated June
7, 2024
File No. 024-12375
Dear Jilliene Helman:
We have reviewed your
response and have the following comments.
Please respond to this letter by amending your offering 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 offering statement and the
information you
provide in response to this letter, we may have additional comments.
Correspondence submitted June 7, 2024
General
1. We note your
distribution reinvestment plan. Please update your cover page to provide an
allocation of the
securities being offered pursuant to the distribution reinvestment plan. In
addition, please revise
to clarify how your activities will be done in compliance with
Regulation A; for
example, please ensure that your analysis and disclosure reflects: (i)
confirmation that the
distribution reinvestment plan securities are being offering pursuant
to Rule
251(d)(3)(i)(B); (ii) confirmation that you will provide investors with a
hyperlink
to the current offering
circular in connection with and at the time of any distribution
reinvestment (refer to
Rule 251(d)(1)(iii)); (iii) how you will comply with the investment
limitations and
qualifications for purchaser status set forth in Rule 251(d)(2)(i)(C) with
respect to any
securities purchased through your distribution reinvestment plan; and (iv)
how you will ensure you
are eligible to offer and sell securities pursuant to Regulation A
at the time of such
sales.
Jilliene Helman
RealtyMogul Apartment Growth REIT, Inc.
June 25, 2024
Page 2
2. You propose to offer your existing investors the opportunity to purchase
additional shares
in your offering at regular intervals by participating in your
automatic investment
program. Please revise to clarify how your activities will be done in
compliance with
Regulation A; for example, please ensure that your analysis and
disclosure reflects: (i) that
you will obtain the affirmative consent from each holder prior to any and
each share
purchase made through your automatic investment program ; (ii)
confirmation that you
will provide investors with a hyperlink to the current offering circular
in connection with
and at the time of any such additional monthly investment (refer to Rule
251(d)(1)(iii));
(iii) how you will comply with the investment limitations and
qualifications for purchaser
status set forth in Rule 251(d)(2)(i)(C) with respect to any share
purchases made through
your automatic investment program ; and (iv) how you will ensure you
are eligible to
offer and sell securities pursuant to Regulation A at the time of such
sales.
Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713
with any
other questions.
Sincerely,
FirstName LastNameJilliene Helman
Division of Corporation
Finance
Comapany NameRealtyMogul Apartment Growth REIT, Inc.
Office of Real Estate &
Construction
June 25, 2024 Page 2
cc: Lauren Prevost
FirstName LastName