Correspondence 0001104659-23-063605 from Chosen, Inc. (CIK 0001733443)
Chosen, Inc. (CIK 0001733443)
Date: May 23, 2023 · CIK: 0001733443 · Accession: 0001104659-23-063605
AI Filing Summary & Sentiment
File numbers found in text: 000-56519
Referenced dates: April 17, 2023
Letter
VIA EDGAR Division of Corporation Finance Attention: Nicholas Nalbantian Re: The Chosen, Inc. Amendment No.1 to Registration Statement on Form 10-12G Filed April 3, 2023 File No. 000-56519
Dear Mr. Nalbantian:
On behalf of The Chosen, Inc. (the “Company”), we are hereby responding to the letter, dated May 16, 2023 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment No.1 to the Registration Statement on Form 10-12G, filed on April 3, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to the Staff’s comment by revising the Registration Statement to address the comment. The Staff’s comment is repeated below in bold and followed by the Company’s response. We have included page references to the Amended Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form 10-12G filed April 3, 2023
Item 1. Business.
Recent Transactions, page 5
1. We read your responses to comments 1, 3, 4 and 5 of our comment letter dated April 17, 2023. Please expand the disclosure in your filing to describe your accounting for each area addressed, in a manner detailed enough for a reader to understand your accounting policies.
Response: We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has revised its disclosures on pages F-7, F-8, F-10, F-11 and F-15 of the Amended Registration Statement in response to the Staff’s comment.
*****
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Please do not hesitate to contact Michael E. Brandt, Esq. at (212) 728.8962 or Tej Prakash, Esq. at (212) 728.8505 of Willkie Farr & Gallagher LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Willkie Farr & Gallagher LLP
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filename1.htm
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
May 23, 2023
VIA EDGAR
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Nicholas Nalbantian
Dietrich King
Blaise Rhodes
Angela Lumley
Re:
The Chosen, Inc.
Amendment No.1 to Registration Statement on Form 10-12G
Filed April 3, 2023
File No. 000-56519
Dear Mr. Nalbantian:
On behalf of The Chosen, Inc. (the
“Company”), we are hereby responding to the letter, dated May 16, 2023 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), regarding the Company’s Amendment No.1 to the Registration Statement on Form 10-12G,
filed on April 3, 2023 (the “Registration Statement”). Concurrently with the submission of this letter,
the Company is submitting Amendment No. 2 to the Registration Statement (the “Amended Registration
Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.
The Company has responded to the Staff’s
comment by revising the Registration Statement to address the comment. The Staff’s comment is repeated below in bold and followed
by the Company’s response. We have included page references to the Amended Registration Statement where the language addressing
a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
Amendment No. 1 to Registration Statement
on Form 10-12G filed April 3, 2023
Item 1. Business.
Recent Transactions, page 5
1.
We read your responses to comments 1, 3, 4 and 5 of our comment letter
dated April 17, 2023. Please expand the disclosure in your filing to describe your accounting for each area addressed, in a manner detailed
enough for a reader to understand your accounting policies.
Response: We acknowledge
the Staff’s comment and respectfully advise the Staff that the Company has revised its disclosures on pages F-7, F-8, F-10, F-11
and F-15 of the Amended Registration Statement in response to the Staff’s comment.
*****
BRUSSELS
CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Please do not hesitate to contact Michael E. Brandt, Esq. at (212)
728.8962 or Tej Prakash, Esq. at (212) 728.8505 of Willkie Farr & Gallagher LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Willkie Farr & Gallagher LLP
Willkie Farr & Gallagher LLP
cc:
JD Larsen
The Chosen, Inc.
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