SEC Comment Letter 0000000000-23-002832 to IDW MEDIA HOLDINGS, INC. (IDWM) (CIK 0001463833) (IDWM)
IDW MEDIA HOLDINGS, INC. (IDWM) (CIK 0001463833)
Date: March 21, 2023 · CIK: 0001463833 · Accession: 0000000000-23-002832
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 21, 2023 Dov Schwell Managing Partner Schwell Wimpfheimer & Associates 37 West 39th Street, Suite 505 New York, NY 10018 Re:IDW Media Holdings, Inc. Schedule 13D filed by Howard S. Jonas Filed February 28, 2023 File No. 005-85016 Dear Dov Schwell: We have reviewed the above-captioned filing, and have the following comments. Please respond to this letter by amending the filing or by providing the requested information. If a belief exists that our comments do not apply to the facts and circumstances or that an amendment is inappropriate, please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments. Schedule 13D filed February 28, 2023 General 1.We note the date of the event reported as requiring the filing of the Schedule 13D was July 1, 2021. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within 10 days after the acquisition of more than five percent of a class of equity securities specified in Rule 13d-1(i). Based on the July 1, 2021 event date, the Schedule 13D submitted on February 28, 2023 was not timely filed. Please advise us why the Schedule 13D was not filed within the required 10 days after the acquisition. 2.We note Item 5 disclosure states the amount of beneficial ownership is based on Class B common stock and Class C common stock outstanding as of January 17, 2023. Please advise us, with a view towards revised disclosure, how the amount of beneficial ownership disclosed in Row 13 of the cover page was calculated.
FirstName LastNameDov Schwell Comapany NameSchwell Wimpfheimer & Associates March 21, 2023 Page 2 FirstName LastName Dov Schwell Schwell Wimpfheimer & Associates March 21, 2023 Page 2 Item 3. Source and Amount of Funds or Other Consideration, page 3 3.We note the response provided incorporates by reference the narrative disclosure provided in reply to Item 4 of Schedule 13D. Advise us, with a view toward revised disclosure, why the information provided in Item 4 satisfies the disclosure standards set forth in Item 3. We note in particular that the source and the amount of funds or other consideration used or to be used in making any purchases should be disclosed as well as any information regarding prior acquisitions not previously reported. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Michael Killoy (202) 551-7576 or Nicholas Panos at (202) 551-3266. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
March 21, 2023
Dov Schwell
Managing Partner
Schwell Wimpfheimer & Associates
37 West 39th Street, Suite 505
New York, NY 10018
Re:IDW Media Holdings, Inc.
Schedule 13D filed by Howard S. Jonas
Filed February 28, 2023
File No. 005-85016
Dear Dov Schwell:
We have reviewed the above-captioned filing, and have the following comments.
Please respond to this letter by amending the filing or by providing the requested
information. If a belief exists that our comments do not apply to the facts and circumstances or
that an amendment is inappropriate, please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments.
Schedule 13D filed February 28, 2023
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
July 1, 2021. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within 10 days after the acquisition of more than five percent of a class of equity securities
specified in Rule 13d-1(i). Based on the July 1, 2021 event date, the Schedule 13D
submitted on February 28, 2023 was not timely filed. Please advise us why the Schedule
13D was not filed within the required 10 days after the acquisition.
2.We note Item 5 disclosure states the amount of beneficial ownership is based on Class B
common stock and Class C common stock outstanding as of January 17, 2023. Please
advise us, with a view towards revised disclosure, how the amount of beneficial
ownership disclosed in Row 13 of the cover page was calculated.
FirstName LastNameDov Schwell
Comapany NameSchwell Wimpfheimer & Associates
March 21, 2023 Page 2
FirstName LastName
Dov Schwell
Schwell Wimpfheimer & Associates
March 21, 2023
Page 2
Item 3. Source and Amount of Funds or Other Consideration, page 3
3.We note the response provided incorporates by reference the narrative disclosure provided
in reply to Item 4 of Schedule 13D. Advise us, with a view toward revised disclosure,
why the information provided in Item 4 satisfies the disclosure standards set forth in Item
3. We note in particular that the source and the amount of funds or other consideration
used or to be used in making any purchases should be disclosed as well as any information
regarding prior acquisitions not previously reported.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy (202) 551-7576 or Nicholas Panos at (202)
551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions