SEC Comment Letter 0000000000-24-000607 to Digital Locations, Inc. (DLOC) (CIK 0001407878)
Digital Locations, Inc. (DLOC) (CIK 0001407878)
Date: Jan. 17, 2024 · CIK: 0001407878 · Accession: 0000000000-24-000607
AI Filing Summary & Sentiment
File numbers found in text: 333-274849
Letter
United States securities and exchange commission logo January 17, 2024 Rich Berliner Chief Executive Officer Digital Locations, Inc. 1117 State Street Santa Barbara, CA 93101 Re:Digital Locations, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed January 10, 2024 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. Unless we note otherwise, any references to prior comments are to comments in our January 4, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 filed January 10, 2024 Executive Compensation, page 33 1.We note your response to prior comment 1, and reissue it. Please revise to provide the disclosure required by Item 402 of Regulation S-K for your fiscal year ended December 31, 2023. For example, we note that you have not updated information appearing under "Outstanding Equity Awards" on page 38. We also note that you have not updated disclosure regarding director compensation.
FirstName LastNameRich Berliner Comapany NameDigital Locations, Inc. January 17, 2024 Page 2 FirstName LastName Rich Berliner Digital Locations, Inc. January 17, 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
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United States securities and exchange commission logo
January 17, 2024
Rich Berliner
Chief Executive Officer
Digital Locations, Inc.
1117 State Street
Santa Barbara, CA 93101
Re:Digital Locations, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed January 10, 2024
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. Unless we note otherwise,
any references to prior comments are to comments in our January 4, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed January 10, 2024
Executive Compensation, page 33
1.We note your response to prior comment 1, and reissue it. Please revise to provide the
disclosure required by Item 402 of Regulation S-K for your fiscal year ended December
31, 2023. For example, we note that you have not updated information appearing under
"Outstanding Equity Awards" on page 38. We also note that you have not updated
disclosure regarding director compensation.
FirstName LastNameRich Berliner
Comapany NameDigital Locations, Inc.
January 17, 2024 Page 2
FirstName LastName
Rich Berliner
Digital Locations, Inc.
January 17, 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