SEC Company Response from SETO HOLDINGS (SETO) — Dec 1, 2025
SETO HOLDINGS INC
Date: Dec. 1, 2025 · CIK: 0000794998 · Accession: 0001683168-25-008765
AI Filing Summary & Sentiment
Reasoning
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. 2 to the Offering Statement on Form 1-A of SETO Holdings, Inc. (the "Company"), please be advised that Pre-Qualification Amendment No. 2 includes the following items that were included in Pre-Qualification Amendment No. 1:
• 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.
In addition, Pre-Qualification Amendment No. 2 includes the following additions, which occurred during the recent Federal government shutdown:
• The Company acquired CapCity Beverage, LLC, the relevant agreement being filed as Exhibit 7.2 (see also Exhibits 2.5 and 3.5). The financial statements of CapCity, LLC are included following the Pro Forma Financial Statement presentation.
• The Company's Designation of Series C Preferred Stock is filed as Exhibit 2.5.
• The Company's October 23, 2025, Securities Purchase Agreement and accompanying $25,000 principal amount Convertible Promissory Note are filed as Exhibits 6.4 and 3.4, respectively.
• The disclosure describes the establishment of an Advisory Board, the backgrounds of its initial members and their financial arrangements. The agreements between the Company and the three advisory board members are filed as Exhibits 6.5, 6.6 and 6.7, respectively.
_________________________________
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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CORRESP 1 filename1.htm NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 December 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. 2 to the Offering Statement on Form 1-A of SETO Holdings, Inc. (the "Company"), please be advised that Pre-Qualification Amendment No. 2 includes the following items that were included in Pre-Qualification Amendment No. 1: • 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. In addition, Pre-Qualification Amendment No. 2 includes the following additions, which occurred during the recent Federal government shutdown: • The Company acquired CapCity Beverage, LLC, the relevant agreement being filed as Exhibit 7.2 (see also Exhibits 2.5 and 3.5). The financial statements of CapCity, LLC are included following the Pro Forma Financial Statement presentation. • The Company's Designation of Series C Preferred Stock is filed as Exhibit 2.5. • The Company's October 23, 2025, Securities Purchase Agreement and accompanying $25,000 principal amount Convertible Promissory Note are filed as Exhibits 6.4 and 3.4, respectively. • The disclosure describes the establishment of an Advisory Board, the backgrounds of its initial members and their financial arrangements. The agreements between the Company and the three advisory board members are filed as Exhibits 6.5, 6.6 and 6.7, respectively. _________________________________ 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.