SEC Comment Letter 0000000000-24-003105 to Miso Robotics, Inc. (CIK 0001710670)
Miso Robotics, Inc. (CIK 0001710670)
Date: March 21, 2024 · CIK: 0001710670 · Accession: 0000000000-24-003105
AI Filing Summary & Sentiment
File numbers found in text: 024-12380
Letter
United States securities and exchange commission logo March 21, 2024 Richard Hull Chief Executive Officer Miso Robotics, Inc. 680 East Colorado Blvd, Suite 500 Pasadena, CA 91101 Re:Miso Robotics, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed March 11, 2024 File No. 024-12380 Dear Richard Hull: We have reviewed your amended offering statement and have the following comment. 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. After reviewing any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Offering Statement on Form 1-A Security Ownership of Management and Certain Securityholders, page 36 1.Please clarify the following points with respect to your beneficial ownership disclosure. •In Footnote 2, you disclose that James Jordan "has the voting power with respect to the shares of Common Stock" held by New Direction Trust Company and DealMaker. Please revise to explain how James Jordan has voting power over these securities. •For DealMaker's beneficial ownership, please state in the table the class of securities beneficially held. •The total number of shares held by Officers and Directors as a Group appears to be incorrect. Please revise or explain how James Jordan's and Joseph Essas's shares add up to 10,740,165 shares of common stock.
FirstName LastNameRichard Hull Comapany NameMiso Robotics, Inc. March 21, 2024 Page 2 FirstName LastName Richard Hull Miso Robotics, Inc. March 21, 2024 Page 2 •Please disclose Future VC's beneficial ownership in a separate row. Refer to Item 12(a)(2) of Form 1-A. •For all securities acquirable, please revise to describe the circumstances upon which such securities could be acquired. Refer to Item 12(b)(2) of Form 1-A. Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Andrew Stephenson
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United States securities and exchange commission logo
March 21, 2024
Richard Hull
Chief Executive Officer
Miso Robotics, Inc.
680 East Colorado Blvd, Suite 500
Pasadena, CA 91101
Re:Miso Robotics, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 11, 2024
File No. 024-12380
Dear Richard Hull:
We have reviewed your amended offering statement and have the following comment.
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.
After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Security Ownership of Management and Certain Securityholders, page 36
1.Please clarify the following points with respect to your beneficial ownership disclosure.
•In Footnote 2, you disclose that James Jordan "has the voting power with respect to
the shares of Common Stock" held by New Direction Trust Company
and DealMaker. Please revise to explain how James Jordan has voting power over
these securities.
•For DealMaker's beneficial ownership, please state in the table the class of securities
beneficially held.
•The total number of shares held by Officers and Directors as a Group appears to be
incorrect. Please revise or explain how James Jordan's and Joseph Essas's shares add
up to 10,740,165 shares of common stock.
FirstName LastNameRichard Hull
Comapany NameMiso Robotics, Inc.
March 21, 2024 Page 2
FirstName LastName
Richard Hull
Miso Robotics, Inc.
March 21, 2024
Page 2
•Please disclose Future VC's beneficial ownership in a separate row. Refer to Item
12(a)(2) of Form 1-A.
•For all securities acquirable, please revise to describe the circumstances upon which
such securities could be acquired. Refer to Item 12(b)(2) of Form 1-A.
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew Stephenson