SEC Company Response from Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Dec 11, 2019
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: Dec. 11, 2019 · CIK: 0001162896 · Accession: 0001493152-19-019036
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11070
Letter
Office of Trade & Services Division of Corporate Finance United States Securities and Exchange Commission Wizard Entertainment, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed November 12, 2019 File No. 024-11070
Re:
Dear Ms. Ransom:
Thank you for your comments of December 3, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.
Investor Perks, page 18
1. We note your disclosure regarding the approximate cash value of the investor perks. Please disclose how you determined the cash value for the investor perks.
The Company determined the approximate cash value through the best estimates of management. The Company has amended the offering circular to identify the cash value estimates for individual items included in the perks. Additionally, the Company clarified that these are estimates, and the actual value may differ.
General
2. Please update your filing to reflect the resignation of Jordan Schur from your board of directors, and the election of Scott D. Kaufman to your board of directors. We note your related disclosure in the current report on Form 8-K filed on November 5, 2019.
The Company acknowledges that the departure of Jordan Shur and election of Scott Kaufman was inadvertently not included in the Form 1-A/A. The Company’s disclosure has been updated.
3. We note your response to prior comment 7, and reissue such comment in part. Your forum selection provision in your bylaws to be in effect prior to any closing of this offering identifies a state or federal court located with the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please revise to clarify whether you intend this provision to apply to actions arising under the Securities Act or Exchange Act. In that regard, we note your disclosure that you “believe” that the exclusive forum provision applies to claims arising under the Securities Act, and we note that your disclosure on pages 13 and 46 are not consistent with your disclosure on page 18 as to whether this provision applies to actions arising under the Exchange Act. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.
The Company has amended its to-be-adopted bylaws to provide that the forum selection clause does not apply to actions arising under the Securities Act of Exchange Act.
4. We note that you filed a quarterly report on Form 10-Q for the period ended September 30, 2019. Please tell us what consideration you gave to updating the offering statement. Refer to footnote 17 and the accompanying text in Securities Act Release No. 33-10591 (December 19, 2018).
The Company has amended its offering circular to include interim financial information included in its Form 10-Q.
Thank you again for the opportunity to respond to your questions to Amendment No. 1 the Offering Statement of Wizard Entertainment, Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/Andrew
Stephenson
Show Raw Text
CORRESP
1
filename1.htm
Ms.
Mara Ransom
Chief
Office
of Trade & Services
Division
of Corporate Finance
United
States Securities and Exchange Commission
Washington,
D.C. 20549
December
11, 2019
Re:
Wizard
Entertainment, Inc.
Amendment
No. 1 to Offering Statement on Form 1-A
Filed
November 12, 2019
File
No. 024-11070
Dear
Ms. Ransom:
Thank
you for your comments of December 3, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.
Investor
Perks, page 18
1.
We note your disclosure regarding the approximate cash value of the investor perks. Please disclose how you determined the cash
value for the investor perks.
The
Company determined the approximate cash value through the best estimates of management. The Company has amended the offering circular
to identify the cash value estimates for individual items included in the perks. Additionally, the Company clarified that these
are estimates, and the actual value may differ.
General
2.
Please update your filing to reflect the resignation of Jordan Schur from your board of directors, and the election of Scott D.
Kaufman to your board of directors. We note your related disclosure in the current report on Form 8-K filed on November 5, 2019.
The
Company acknowledges that the departure of Jordan Shur and election of Scott Kaufman was inadvertently not included in the Form
1-A/A. The Company’s disclosure has been updated.
3.
We note your response to prior comment 7, and reissue such comment in part. Your forum selection provision in your bylaws to be
in effect prior to any closing of this offering identifies a state or federal court located with the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action.” Please revise to clarify whether you intend
this provision to apply to actions arising under the Securities Act or Exchange Act. In that regard, we note your disclosure that
you “believe” that the exclusive forum provision applies to claims arising under the Securities Act, and we note that
your disclosure on pages 13 and 46 are not consistent with your disclosure on page 18 as to whether this provision applies to
actions arising under the Exchange Act. If this provision does not apply to actions arising under the Securities Act or Exchange
Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you
will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
The
Company has amended its to-be-adopted bylaws to provide that the forum selection clause does not apply to actions arising under
the Securities Act of Exchange Act.
4.
We note that you filed a quarterly report on Form 10-Q for the period ended September 30, 2019. Please tell us what consideration
you gave to updating the offering statement. Refer to footnote 17 and the accompanying text in Securities Act Release No. 33-10591
(December 19, 2018).
The
Company has amended its offering circular to include interim financial information included in its Form 10-Q.
Thank
you again for the opportunity to respond to your questions to Amendment No. 1 the Offering Statement of Wizard Entertainment,
Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/Andrew
Stephenson
Andrew
Stephenson
CrowdCheck
Law LLP
cc:
John Maatta
Chief
Executive Officer
Wizard
Entertainment, Inc.
662
N. Sepulveda Blvd., Suite 300
Los
Angeles, CA 90049