SEC Comment Letter 0000000000-24-000118 to Digital Locations, Inc. (DLOC) (CIK 0001407878)
Digital Locations, Inc. (DLOC) (CIK 0001407878)
Date: Jan. 4, 2024 · CIK: 0001407878 · Accession: 0000000000-24-000118
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File numbers found in text: 333-274849
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United States securities and exchange commission logo
January 4, 2024
Rich Berliner
Chief Executive Officer
Digital Locations, Inc.
1117 State Street
Santa Barbara, CA 93101
Re:Digital Locations, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 14, 2023
File No. 333-274849
Dear Rich Berliner:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed December 14, 2023
Executive Compensation, page 33
1.Please update your executive compensation disclosure for your fiscal year ended
December 31, 2023. Refer to Item 402 of Regulation S-K and Question 117.05,
Compliance & Disclosure Interpretations of Regulation S-K.
FirstName LastNameRich Berliner
Comapany NameDigital Locations, Inc.
January 4, 2024 Page 2
FirstName LastName
Rich Berliner
Digital Locations, Inc.
January 4, 2024
Page 2
Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Laura Nicholson,
Special Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Callie Tempest Jones