SEC Comment Letter 0000000000-24-002624 to AC Partners, Inc. (ACPS) (CIK 0001133116) (ACPS)
AC Partners, Inc. (ACPS) (CIK 0001133116)
Date: March 11, 2024 · CIK: 0001133116 · Accession: 0000000000-24-002624
AI Filing Summary & Sentiment
File numbers found in text: 024-12395
Letter
United States securities and exchange commission logo March 11, 2024 Kenneth Boutilier President AC Partners, Inc. 4053 Southwest Rivers End Way Palm City, FL 34490 Re:AC Partners, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed March 4, 2024 File No. 024-12395 Dear Kenneth Boutilier: We have reviewed your amended offering statement and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe the 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. Unless we note otherwise, any references to prior comments are to comments in our March 1, 2024 letter. Form 1-A/A filed March 4, 2024 Risk Factors, page 3 1.We note your response to prior comment 1 and partially re-issue. We note that clause 6 of your subscription agreement contains an exclusive forum and a jury trial waiver provision. Please revise the risk factor disclosure on page 6 to clearly disclose: •enforceability under federal and state law; •whether these provisions apply to claims under the federal securities laws; and •whether purchasers of interests in a secondary transaction would be subject to these provisions.
FirstName LastNameKenneth Boutilier Comapany NameAC Partners, Inc. March 11, 2024 Page 2 FirstName LastName Kenneth Boutilier AC Partners, Inc. March 11, 2024 Page 2 Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Donald R. Keer, P.E., Esq
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United States securities and exchange commission logo
March 11, 2024
Kenneth Boutilier
President
AC Partners, Inc.
4053 Southwest Rivers End Way
Palm City, FL 34490
Re:AC Partners, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 4, 2024
File No. 024-12395
Dear Kenneth Boutilier:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our March 1, 2024 letter.
Form 1-A/A filed March 4, 2024
Risk Factors, page 3
1.We note your response to prior comment 1 and partially re-issue. We note that clause 6 of
your subscription agreement contains an exclusive forum and a jury trial waiver provision.
Please revise the risk factor disclosure on page 6 to clearly disclose:
•enforceability under federal and state law;
•whether these provisions apply to claims under the federal securities laws; and
•whether purchasers of interests in a secondary transaction would be subject to these
provisions.
FirstName LastNameKenneth Boutilier
Comapany NameAC Partners, Inc.
March 11, 2024 Page 2
FirstName LastName
Kenneth Boutilier
AC Partners, Inc.
March 11, 2024
Page 2
Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Donald R. Keer, P.E., Esq