SecProbe.io

United States securities and exchange commission logo
February 27, 2023
JD Larsen
Chief Financial Officer
Chosen, Inc.
4 S 2600 W
Suite 5
Hurricane, UT 84737
Re:Chosen, Inc.
Registration Statement on Form 10-12G
Filed February 2, 2023
File No. 000-56519
Dear JD Larsen:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G, filed February 2, 2023
Item 1. Business, page 5
1.We note your disclosure elsewhere in the registration statement that you have a trademark
for The Chosen. In this section, please disclose any patents, trademarks, licenses,
franchises, concessions, royalty agreements or labor contracts, including duration. Refer
to Item 101(h)(4)(vii).
Employees, page 8
2.We note your disclosure of total employees; please distinguish between part-time and full-
time employees. Refer to Item 101(h)(4)(xii).

 FirstName LastNameJD Larsen
 Comapany NameChosen, Inc.
 February 27, 2023 Page 2
 FirstName LastName
JD Larsen
Chosen, Inc.
February 27, 2023
Page 2
Government or Regulatory Approval and Compliance, page 8
3.We note your disclosure that you are not subject to any industry specific governmental or
regulatory approval or compliance. However, when visiting the website "thechosen.tv"
viewers are asked to provide their personal information. To the extent material to your
business, please disclose your regulatory approval or compliance, if any, with national or
international data privacy laws. Refer to Item 101(h)(4)(viii). If any data privacy
disclosure is needed, please also include appropriate risk factor disclosure.
Item 1A. Risk Factors, page 10
4.We note statements from you website and statements made in the press that The Chosen is
a donation financed enterprise. Please disclose any risks that may arise from being reliant
on charitable donations to finance your film production. In addition, we note press
statements from Dallas Jenkins that the partnership with the Come and See Foundation
will allow viewers to "donate to the Come and See Foundation and receive a tax
deduction, more people able to contribute more significantly." Please also disclose any
risks that may arise from relying on specific tax exemptions to finance your film
production.
5.Please add a new risk factor addressing the risks associated with the holders of Series A
Common Stock having ten votes per share while the holders of Series B Common Stock
have only one vote per share.
Reliance on Personnel - The Company will depend heavily on creative and production personnel
to produce the Series, page 13
6.Please revise this risk factor to more specifically identify key personnel needed for the
production of The Chosen. For instance, please revise to state you have employment
agreements in place with your key personnel.
Conflicts of Interest  Because the Company was founded as a single purpose company to
produce the Series . . ., page 15
7.Please expand this risk factor to disclose the specific actual or potential conflicts of
interest that have arisen in the past. In addition, please expand the heading for the risk
factor and the scope of the risk factor to encompass matters beyond those arising from
your status as a single purpose company, as it appears the factual basis for the conflicts
risk you face is broader than that. Finally, please expand this risk factor, or add a new risk
factor, to address your apparent lack of policies and procedures for the review, approval,
or ratification of transactions with related parties.

 FirstName LastNameJD Larsen
 Comapany NameChosen, Inc.
 February 27, 2023 Page 3
 FirstName LastName
JD Larsen
Chosen, Inc.
February 27, 2023
Page 3
Item 2. Financial Information
Results of Operations
Overview, page 17
8.Please briefly address the place of charitable donations as an income stream. In this
regard, on page 6 you disclose your right to receive 90% of the donation net proceeds
received by CAS.
9.We note your disclosure that the sale of merchandise is a material part of your business.
Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
Item 3. Properties., page 23
10.We note your disclosure here stating that you own the film set in Midlothian, Texas.
However, on page 12 you disclose that "both the set and the film campus are built on land
owned by the Salvation Army." Please clarify this discrepancy.
11.We note your disclosure here and on page 12 regarding the terms of your filming location
leases. To provide additional context to investors, please disclose the duration of each
lease.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 23
12.In footnote 3 to the table, please identify by name all the officers and directors who are
members of The Chosen Productions, LLC.
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 28
13.Please revise your disclosure to state whether any of your directors are independent. Refer
to Item 407(a).
14.Please provide all of the information required by the applicable provisions of Item 404 of
Regulation S-K. In this regard, we draw your attention to the extended look-back period
under Item 404(d), which covers the two fiscal years preceding your last fiscal year, and
we note, for example, potentially disclosable transaction activity in 2020 and
2021 relating to the 2018 Angel Studios License Agreement.
Item 11. Description of Registrants Securities to be Registered, page 30
15.Please remove from the italicized introductory paragraph the qualification by reference to
the Delaware statutory and common law.

 FirstName LastNameJD Larsen
 Comapany NameChosen, Inc.
 February 27, 2023 Page 4
 FirstName LastName
JD Larsen
Chosen, Inc.
February 27, 2023
Page 4
Exhibits
16.Please file as exhibits the Salvation Army lease agreements discussed in your risk factors
on page 12. See Item 601(b)(10) of Regulation S-K.
17.We note on page 33 you reference to a future amended and restated certificate of
incorporation and by-laws. Please file your amended and restated certificate of
incorporation and by-laws as exhibits once they are available.
            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.
            You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Giovanni Caruso