SEC Company Response from SETO HOLDINGS (SETO) — Oct 1, 2025
SETO HOLDINGS INC
Date: Oct. 1, 2025 · CIK: 0000794998 · Accession: 0001683168-25-007351
AI Filing Summary & Sentiment
File numbers found in text: 024-12665
Letter
Office of Technology Division of Corporation Finance Securities and Exchange Commission Re: SETO Holdings, Inc. Offering Statement on Form 1-A Filed September 10, 2025 File No. 024-12665
Dear Ms. Mansaray:
With respect to the accompanying Pre-Qualification Amendment No. 1 to the Offering Statement on Form 1-A of SETO Holdings, Inc. (the “Company”), please be advised of the following:
• The involvement of the named placement agent broker-dealer in the original filing has been cancelled. Accordingly, the disclosure has been updated to reflect this change. Further, Exhibit 1.1 includes an amendment to the Placement Agent and Advisory Services Agreement that specifically excludes the Company’s obligation to compensate the broker-dealer with respect to any Regulation A offering, including this offering.
• Three selling shareholders that own a total of 1,000,000 shares of common stock have been added to the offering.
• The disclosure under Dilution, Use of Proceeds, Plan of Distribution, Selling Shareholders and Security Ownership of Certain Beneficial Owners and Management reflects the changes indicated above.
_________________________________
We believe that this filing is now in order for qualification.
Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.
Thank you for your attention in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
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NEWLAN
LAW FIRM, PLLC
2201 Long Prairie Road, Suite 107-762
Flower Mound, Texas 75022
October 1, 2025
Mariam Mansaray
Office of Technology
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: SETO Holdings, Inc.
Offering Statement
on Form 1-A
Filed September
10, 2025
File No. 024-12665
Dear Ms. Mansaray:
With respect to the accompanying
Pre-Qualification Amendment No. 1 to the Offering Statement on Form 1-A of SETO Holdings, Inc. (the “Company”), please be
advised of the following:
• The involvement of the named placement agent broker-dealer in the original filing has been cancelled.
Accordingly, the disclosure has been updated to reflect this change. Further, Exhibit 1.1 includes an amendment to the Placement Agent
and Advisory Services Agreement that specifically excludes the Company’s obligation to compensate the broker-dealer with respect
to any Regulation A offering, including this offering.
• Three selling shareholders that own a total of 1,000,000 shares of common stock have been added to the
offering.
• The disclosure under Dilution, Use of Proceeds, Plan of Distribution, Selling Shareholders and Security
Ownership of Certain Beneficial Owners and Management reflects the changes indicated above.
_________________________________
We believe that this filing
is now in order for qualification.
Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.
Thank you for your attention
in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
By: /s/ Eric Newlan
Eric Newlan
Managing Member
cc: SETO Holdings, Inc.