SEC Comment Letter 0000000000-23-013303 to CNote Group, Inc. (CIK 0001683145)
CNote Group, Inc. (CIK 0001683145)
Date: Dec. 6, 2023 · CIK: 0001683145 · Accession: 0000000000-23-013303
AI Filing Summary & Sentiment
File numbers found in text: 024-12344
Letter
United States securities and exchange commission logo December 6, 2023 Catherine Berman Chief Executive Officer CNote Group, Inc. 2323 Broadway Oakland, CA 94612 Re:CNote Group, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed November 21, 2023 File No. 024-12344 Dear Catherine Berman: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering 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.
Form 1-A/A filed November 21, 2023 Description of Securities, page 17 1.We note your response to prior comment 4. Revise the disclosure on page 18 to clarify that unless an investor specifically indicates that they want to invest in a new note, the principal and interest in the maturing note will be transferred back to the investor. 2.It is our understanding from your revised disclosure and response to prior comment 4 that you view a "rolled over" investment of a matured note as a new sale of a note to the investor, with the corresponding use of the available securities covered by the then existing 1-A. Please confirm that your view of how any reinvestment of funds from a maturing note is generally in accord with our understanding. Alternatively, if If you have a different view on the impact of a decision to renew an investment in your notes upon maturity, please provide your view and supporting analysis.
FirstName LastNameCatherine Berman Comapany NameCNote Group, Inc. December 6, 2023 Page 2 FirstName LastName Catherine Berman CNote Group, Inc. December 6, 2023 Page 2 Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Markley S. Roderick, Esq.
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United States securities and exchange commission logo
December 6, 2023
Catherine Berman
Chief Executive Officer
CNote Group, Inc.
2323 Broadway
Oakland, CA 94612
Re:CNote Group, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed November 21, 2023
File No. 024-12344
Dear Catherine Berman:
We have reviewed your amended offering statement and have the following comments.
Please respond to this letter by amending your offering 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.
Form 1-A/A filed November 21, 2023
Description of Securities, page 17
1.We note your response to prior comment 4. Revise the disclosure on page 18 to clarify
that unless an investor specifically indicates that they want to invest in a new note, the
principal and interest in the maturing note will be transferred back to the investor.
2.It is our understanding from your revised disclosure and response to prior comment
4 that you view a "rolled over" investment of a matured note as a new sale of a note to the
investor, with the corresponding use of the available securities covered by the then
existing 1-A. Please confirm that your view of how any reinvestment of funds from a
maturing note is generally in accord with our understanding. Alternatively, if If you have
a different view on the impact of a decision to renew an investment in your notes upon
maturity, please provide your view and supporting analysis.
FirstName LastNameCatherine Berman
Comapany NameCNote Group, Inc.
December 6, 2023 Page 2
FirstName LastName
Catherine Berman
CNote Group, Inc.
December 6, 2023
Page 2
Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Markley S. Roderick, Esq.