0001104659-22-028792.txt : 20220301 0001104659-22-028792.hdr.sgml : 20220301 20220301172023 ACCESSION NUMBER: 0001104659-22-028792 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220301 DATE AS OF CHANGE: 20220301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rise Companies Corp CENTRAL INDEX KEY: 0001640967 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 454862460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11149 FILM NUMBER: 22699771 BUSINESS ADDRESS: STREET 1: 11 DUPONT CIRCLE NW, 9TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2025840550 MAIL ADDRESS: STREET 1: 11 DUPONT CIRCLE NW, 9TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001640967 XXXXXXXX 024-11149 true Rise Companies Corp. DE 2014 0001640967 6798 45-4862460 257 0 11 DUPONT CIRCLE NW, 9TH FLOOR WASHINGTON DC 20036 202-584-0550 Bjorn Hall Other 28441000.00 0.00 5006000.00 319000.00 50882000.00 5865000.00 0.00 10659000.00 40223000.00 50882000.00 15111000.00 37854000.00 903000.00 -22730000.00 -0.92 -0.92 N/A (above values unaudited) Class A Common Stock 2455894 000000N/A N/A Class B Common Stock 15008588 000000N/A N/A Class F Common Stock 10000000 000000N/A N/A Class M Common Stock 0 000000N/A N/A Series A Preferred Stock 11865046 000000N/A N/A N/A 0 000000N/A N/A true true Tier2 Audited Equity (common or preferred stock) Y N N Y N N 2887000 15008588 15.0000 43305000.00 0.00 31686712.00 0.00 74991712.00 RSM US LLP 10000.00 Goodwin Procter LLP 25000.00 43305000.00 As of August 16, 2021, RSM US LLP no longer serves as Rise Companies Corp.'s auditors. true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR Rise Companies Corp. Class B 611887 0 $6,999,987 N/A Rule 506(c) of Regulation D PART II AND III 2 tm227459d1_partiiandiii.htm PART II AND III

 

Explanatory Note

 

Rise Companies Corp. (the “ Company”) has prepared this Form 1-A POS/A solely for the purpose of correcting the exhibits listed as Exhibits 2.1 and 6.2 set forth below as compared to the exhibits filed in the Company’s Form 1-A POS filed February 15, 2022

 

PART III – EXHIBITS 

 

Index to Exhibits 

 

Exhibit No.   Description
2.1*  

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 2.1 to Form 1-U filed January 21, 2020)

2.2*   Bylaws (incorporated by reference to Exhibit 2.2 to Form 1-A/A filed on January 20, 2017)
3.1*   Investors’ Rights Agreement, by and among Rise Companies Corp. and certain investors, dated April 14, 2014 (incorporated by reference to Exhibit 3.1 to Form 1-A filed on December 29, 2016)
3.2*   First Refusal and Co-Sale Agreement, by and among Rise Companies Corp. and certain investors, dated April 14, 2014 (incorporated by reference to Exhibit 3.2 to Form 1-A filed on December 29, 2016)
4.1*  

Form of Subscription Package (incorporated by reference to Exhibit 4.1 to Form 1-A POS filed on February 15, 2022)

5.1*   Voting Agreement, by and among Rise Companies Corp. and certain stockholders, dated April 14, 2014 (incorporated by reference to Exhibit 5.1 to Form 1-A filed on December 29, 2016)
6.1*   Special Indemnity Letter Agreement, by and between Rise Companies Corp. and Renren Lianhe Holdings, dated April 14, 2014 (incorporated by reference to Exhibit 6.1 to Form 1-A filed on December 29, 2016)
6.2*  

Second Amended and Restated 2014 Stock Option and Grant Plan (incorporated by reference to Exhibit 6.2 to Form 1-U filed January 21, 2020)

10.1**  

Power of Attorney (included on signature page)

11.1*  

Consent of Goodwin Procter LLP (included in Exhibit 12.1)

11.2*   Consent of RSM US LLP (previously submitted as Exhibit 11.2 to Form 1-A filed on April 28, 2021)
12.1*  

Opinion of Goodwin Procter LLP as to the legality of the securities being qualified (incorporated by reference to Exhibit 12.1 to Form 1-A POS filed on February 15, 2022)

13.1*   Solicitation of Interest Materials – Emails (incorporated by reference to Exhibit 13.1 to Form 1-A/A filed on January 20, 2017)
13.2*   Solicitation of Interest Materials – Home Page (incorporated by reference to Exhibit 13.2 to Form 1-A/A filed on January 20, 2017)
15.1*   Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.2*   Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.3*   Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.4*   Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.5*   Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.6*   Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d)

 

* Previously filed
** Filed herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on March 1, 2022.

 

  Rise Companies Corp.
   
  By: /s/  Benjamin S. Miller
    Name: Benjamin S. Miller
    Title:  Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Benjamin S. Miller his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Offering Statement on Form 1-A (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/  Benjamin S. Miller   Chief Executive Officer   March 1, 2022
Benjamin S. Miller   (Principal Executive Officer)    
         
/s/  Alison A. Staloch   Chief Financial Officer   March 1, 2022
Alison A. Staloch   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/  Benjamin S. Miller   Director   March 1, 2022
Benjamin S. Miller        
         
*   Director   March 1, 2022
Brandon T. Jenkins        
         
*   Director   March 1, 2022
Joseph Chen        
         
*   Director   March 1, 2022
Tal Kerret        
         
*   Director   March 1, 2022
Haniel Lynn        
         
*By: /s/ Benjamin S. Miller        
  Attorney-in-Fact