SEC Order Denying Waiver of Regulation A Disqualification for DF Growth REIT II, LLC

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933
Release No. 11041 / March 16, 2022
In the Matter of
DF Growth REIT II, LLC,
Respondent.

ORDER PURSUANT TO RULE 262(b)(2)
OF THE SECURITIES ACT OF 1933
DENYING A WAIVER OF THE RULE
262(a)(7) DISQUALIFICATION
PROVISION OF REGULATION A
I.
DF Growth REIT, LLC (“REIT I”), DF Growth REIT II, LLC (“REIT II”), DiversyFund, Inc. (“DiversyFund”), DF Manager, LLC, Craig Cecilio, and Alan Lewis (collectively, the “DiversyFund Parties”) submitted a letter dated December 7, 2021 requesting that the Securities and Exchange Commission (the “Commission”) grant a waiver of disqualification pursuant to Rule 262(b)(2) of Regulation A under the Securities Act of 1933 (the “Securities Act”) as a result of disqualification under Rule 262(a)(7). Only REIT II is currently disqualified under Rule 262(a)(7), and, for the reasons set forth below, its request for a waiver of that disqualification is denied because the basis on which a waiver is sought has been mooted by the Commission’s March 16, 2022 order under Rule 258 temporarily suspending REIT II from relying on the Regulation A exemption (“REIT II Rule 258 Temporary Suspension Order”). Moreover, REIT II has not made the requisite showing of good cause as set forth in Rule 262(b)(2) of Regulation A. II. REIT II is a Delaware limited liability company headquartered in San Diego, California. REIT II was qualified on January 29, 2021 to sell up to $50 million in securities pursuant to the Regulation A exemption. REIT I is a separate Delaware limited liability company headquartered in San Diego, California. REIT I was qualified on November 13, 2018 to offer and sell up to $50 million in securities pursuant to the Regulation A exemption. REIT I’s Regulation A offering concluded on November 13, 2021.