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SEC Comment Letter 0000000000-23-003799 to Chosen, Inc. (CIK 0001733443)

Chosen, Inc. (CIK 0001733443)
Date: April 17, 2023 · CIK: 0001733443 · Accession: 0000000000-23-003799

AI Filing Summary & Sentiment

File numbers found in text: 000-56519

Date
April 17, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Chosen, Inc. (CIK 0001733443)

Letter

United States securities and exchange commission logo April 17, 2023 JD Larsen Chief Financial Officer Chosen, Inc. 4 S 2600 W Suite 5 Hurricane, UT 84737 Re:Chosen, Inc. Amendment No. 1 to Registration Statement on Form 10-12G Filed April 3, 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. Amendment No. 1 to Registration Statement on Form 10-12G filed April 3, 2023 Item 1. Business. Recent Transactions, page 5 1.We note that on November 29, 2022, you entered into a Contribution Funding and Production Agreement. an Intellectual Property Assignment and Limited Assumption Agreement and a License Agreement for financial contributions in the aggregate amount of $150,000,000, of which $4,500,000 was to be allocated as the purchase price for the intellectual property rights and assets associated with the Chosen Series along with an exclusive license to the commercial rights related to the development, production, distribution and licensing of the Chosen Series. Please provide us with a detailed discussion of how you accounted for these agreements and site the specific authoritative literature to support you accounting treatment.

FirstName LastNameJD Larsen Comapany NameChosen, Inc. April 17, 2023 Page 2 FirstName LastNameJD Larsen Chosen, Inc. April 17, 2023 Page 2 Item 7. Certain Relationships and Related Transactions, and Director Independence, page 26 2.We note your response to comment 14 and reissue. While we acknowledge your new disclosure on page 27 of the registration statement, we note that no new transactions have been disclosed; however, we note that on page F-16 you disclose an October 18, 2022 transaction with Angel Studios, Inc. Please either include all of the information required by the applicable provisions of Item 404 of Regulation S-K or tell us why you believe no additional disclosure is required. Refer to Item 404(d) of Regulation S-K. Financial Statements for the Years Ended December 31, 2022 and 2021 Notes to the Consolidated Financial Statements Note 1 Summary of Significant Accounting Policies Leases, page F-10 3.We note from your disclosure on page 21 and per review of exhibit 10.16 that you have entered into a lease for a certain tract of land located in Midlothian, Texas, and the buildings and other improvements located on the land, including the buildings to be constructed by the Company. Please provide us with a detailed discussion of how you accounted for this lease under ASC 842, particularly your accounting for the improvements to be constructed on the land and your classification and measurement of the lease based on the lease payments. In addition, please clarify if the land and buildings disclosed in property, plant and equipment on page F-10 are the same land and buildings under this lease. 4.Per review of exhibit 10.14 and 10.15, we note that you entered into a Short Term Lease Agreement and a Location Agreement for the use of the replica City of Capernaum in Midlothian, Texas, that is owned by The Salvation Army. Please provide us with a detailed discussion of how you accounted for these agreements and site the specific authoritative accounting literature you utilized to support your accounting treatment. Revenue Recognition, page F-11 5.We note that you have recorded contribution revenue for donation proceeds received by the Come and See Foundation that have been remitted to you under the terms of a License Agreement. Please tell us how you considered the definition of revenue in the FASB Glossary, i.e. inflows from delivering or producing goods, rendering services, or other activities that constitute the entity's ongoing major or central operations, and the presentation guidance in Rule 5-03 of Regulation S-X in characterizing these proceeds as revenues. 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.

FirstName LastNameJD Larsen Comapany NameChosen, Inc. April 17, 2023 Page 3 FirstName LastName JD Larsen Chosen, Inc. April 17, 2023 Page 3 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

Show Raw Text
United States securities and exchange commission logo
April 17, 2023
JD Larsen
Chief Financial Officer
Chosen, Inc.
4 S 2600 W
Suite 5
Hurricane, UT 84737
Re:Chosen, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed April 3, 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.
Amendment No. 1 to Registration Statement on Form 10-12G filed April 3, 2023
Item 1. Business.
Recent Transactions, page 5
1.We note that on November 29, 2022, you entered into a Contribution Funding and
Production Agreement. an Intellectual Property Assignment and Limited Assumption
Agreement and a License Agreement for financial contributions in the aggregate amount
of $150,000,000, of which $4,500,000 was to be allocated as the purchase price for the
intellectual property rights and assets associated with the Chosen Series along with
an exclusive license to the commercial rights related to the development, production,
distribution and licensing of the Chosen Series.  Please provide us with a detailed
discussion of how you accounted for these agreements and site the specific authoritative
literature to support you accounting treatment.

 FirstName LastNameJD Larsen
 Comapany NameChosen, Inc.
 April 17, 2023 Page 2
 FirstName LastNameJD Larsen
Chosen, Inc.
April 17, 2023
Page 2
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 26
2.We note your response to comment 14 and reissue. While we acknowledge your new
disclosure on page 27 of the registration statement, we note that no new transactions have
been disclosed; however, we note that on page F-16 you disclose an October 18, 2022
transaction with Angel Studios, Inc. Please either include all of the information required
by the applicable provisions of Item 404 of Regulation S-K or tell us why you believe no
additional disclosure is required. Refer to Item 404(d) of Regulation S-K.
Financial Statements for the Years Ended December 31, 2022 and 2021
Notes to the Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
Leases, page F-10
3.We note from your disclosure on page 21 and per review of exhibit 10.16 that you have
entered into a lease for a certain tract of land located in Midlothian, Texas, and the
buildings and other improvements located on the land, including the buildings to be
constructed by the Company.  Please provide us with a detailed discussion of how you
accounted for this lease under ASC 842, particularly your accounting for the
improvements to be constructed on the land and your classification and measurement of
the lease based on the lease payments.  In addition, please clarify if the land and buildings
disclosed in property, plant and equipment on page F-10 are the same land and buildings
under this lease.
4.Per review of exhibit 10.14 and 10.15, we note that you entered into a Short Term Lease
Agreement and a Location Agreement for the use of the replica City of Capernaum in
Midlothian, Texas, that is owned by The Salvation Army. Please provide us with a
detailed discussion of how you accounted for these agreements and site the specific
authoritative accounting literature you utilized to support your accounting treatment.
Revenue Recognition, page F-11
5.We note that you have recorded contribution revenue for donation proceeds received by
the Come and See Foundation that have been remitted to you under the terms of a License
Agreement.  Please tell us how you considered the definition of revenue in the FASB
Glossary, i.e. inflows from delivering or producing goods, rendering services, or other
activities that constitute the entity's ongoing major or central operations, and the
presentation guidance in Rule 5-03 of Regulation S-X in characterizing these proceeds as
revenues.
            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.

 FirstName LastNameJD Larsen
 Comapany NameChosen, Inc.
 April 17, 2023 Page 3
 FirstName LastName
JD Larsen
Chosen, Inc.
April 17, 2023
Page 3
            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