SEC Comment Letter for 5&2 Studios, Inc. (CIK 0001733443) — Mar 9, 2026
5&2 Studios, Inc. (CIK 0001733443)
Date: March 9, 2026 · CIK: 0001733443 · Accession: 0000000000-26-002399
AI Filing Summary & Sentiment
File numbers found in text: 000-56519
Letter
March 9, 2026 Andrew Kramer Partner Willkie Farr & Gallagher LLP 20299 Century Park East Los Angeles, CA 90067 Re:5&2 Studios, Inc. Amended Schedule 13E-3 filed by 5&2 Studios, Inc., The Chosen Productions, LLC, Dallas Jenkins, Derral Eves, Brad Pelo and JD Larsen Filed March 3, 2026 File No. 005-95410 _ Preliminary Revised Proxy Statement Filed March 3, 2026 File No. 000-56519 Dear Andrew Kramer: 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 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 to these comments, we may have additional comments. Preliminary Revised Proxy Statement Fairness of the Reverse Stock Split, page 24 1.We note your response to prior comment 6 and we reissue it. Please revise your discussion of the going concern value of the company to disclose a value of the company's shares based on the financial projections. Projections, page 38 2.We note your response to prior comment 12. Please revise your disclosure to quantify the metrics referenced in the new disclosure you added.
March 9, 2026 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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March 9, 2026
Andrew Kramer
Partner
Willkie Farr & Gallagher LLP
20299 Century Park East
Los Angeles, CA 90067
Re:5&2 Studios, Inc.
Amended Schedule 13E-3 filed by 5&2 Studios, Inc., The Chosen Productions, LLC,
Dallas Jenkins, Derral Eves, Brad Pelo and JD Larsen
Filed March 3, 2026
File No. 005-95410
_
Preliminary Revised Proxy Statement
Filed March 3, 2026
File No. 000-56519
Dear Andrew Kramer:
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 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 to these comments, we may have additional comments.
Preliminary Revised Proxy Statement
Fairness of the Reverse Stock Split, page 24
1.We note your response to prior comment 6 and we reissue it. Please revise your
discussion of the going concern value of the company to disclose a value of the
company's shares based on the financial projections.
Projections, page 38
2.We note your response to prior comment 12. Please revise your disclosure to quantify the
metrics referenced in the new disclosure you added.
March 9, 2026
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions