SEC Comment Letter 0000000000-23-006434 to Legion Capital Corp (LGCP) (CIK 0001661166)
Legion Capital Corp (LGCP) (CIK 0001661166)
Date: June 14, 2023 · CIK: 0001661166 · Accession: 0000000000-23-006434
AI Filing Summary & Sentiment
File numbers found in text: 024-12262
Letter
United States securities and exchange commission logo June 14, 2023 Paul Carrazone President and Chief Executive Officer Legion Capital Corp 301 E Pine Street Suite 850 Orlando, FL 32801 Re:Legion Capital Corp Offering Statement on Form 1-A Filed May 25, 2023 File No. 024-12262 Dear Paul Carrazone: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Form 1-A filed May 25, 2023 Terms of the Offering, page 22 1.We note your disclosure here, on the cover page and on page 3 about the interest rate step- up rights. Please expand your disclosure to provide additional details as to how such step- up rights will operate, such as whether you will provide notice to bondholders of such right prior to maturity, and whether bondholders must affirmatively commit to a “repurchase” at or within 30 days of maturity, and what will happen to their funds if they do not take any action. Please also provide us an analysis as to whether you think the step-up will result in a new bond being issued and thus constitute a new security offering, as it is unclear from your disclosure here and on page 6. As such, please advise if you anticipate the repurchase will be considered a separate Regulation A offering, and if you anticipate you will be filing a new Form 1-A, or other form, to correspond with the subsequent bond offering. As part of your response, please also tell us how you think the
FirstName LastNamePaul Carrazone Comapany NameLegion Capital Corp June 14, 2023 Page 2 FirstName LastName Paul Carrazone Legion Capital Corp June 14, 2023 Page 2 subsequent offerings will fit within the Tier 2 offering limit, not to exceed $75,000,000. See Rule 251(a)(2) of Regulation A. Finally, we note that such right does not appear in the Form of Bond filed as Exhibit 4.3, so please clarify if this right is a feature of the bond itself and how it will be memorialized such that bondholders are aware of the right, and whether you have ability to alter its availability. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. You may contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 if you have questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
June 14, 2023
Paul Carrazone
President and Chief Executive Officer
Legion Capital Corp
301 E Pine Street
Suite 850
Orlando, FL 32801
Re:Legion Capital Corp
Offering Statement on Form 1-A
Filed May 25, 2023
File No. 024-12262
Dear Paul Carrazone:
We have reviewed your offering statement and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Form 1-A filed May 25, 2023
Terms of the Offering, page 22
1.We note your disclosure here, on the cover page and on page 3 about the interest rate step-
up rights. Please expand your disclosure to provide additional details as to how such step-
up rights will operate, such as whether you will provide notice to bondholders of such
right prior to maturity, and whether bondholders must affirmatively commit to a
“repurchase” at or within 30 days of maturity, and what will happen to their funds if they
do not take any action. Please also provide us an analysis as to whether you think the
step-up will result in a new bond being issued and thus constitute a new security offering,
as it is unclear from your disclosure here and on page 6. As such, please advise if you
anticipate the repurchase will be considered a separate Regulation A offering, and if you
anticipate you will be filing a new Form 1-A, or other form, to correspond with the
subsequent bond offering. As part of your response, please also tell us how you think the
FirstName LastNamePaul Carrazone
Comapany NameLegion Capital Corp
June 14, 2023 Page 2
FirstName LastName
Paul Carrazone
Legion Capital Corp
June 14, 2023
Page 2
subsequent offerings will fit within the Tier 2 offering limit, not to exceed $75,000,000.
See Rule 251(a)(2) of Regulation A. Finally, we note that such right does not appear in
the Form of Bond filed as Exhibit 4.3, so please clarify if this right is a feature of the bond
itself and how it will be memorialized such that bondholders are aware of the right, and
whether you have ability to alter its availability.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
You may contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Finance