SEC Comment Letter for CERES Coin LLC (CIK 0001734118) — Mar 23, 2020
CERES Coin LLC (CIK 0001734118)
Date: March 23, 2020 · CIK: 0001734118 · Accession: 0000000000-20-002505
AI Filing Summary & Sentiment
Letter
March 20, 2020 Charlie Uchill Board Member and COO CERES Coin LLC c/o CM Solutions LLC 39W462 Baert Lane St. Charles, Illinois 60175 Re:CERES Coin LLC Amendment No. 4 to Draft Offering Statement on Form 1-A Response dated March 11, 2020 CIK No. 0001734118 Dear Mr. Uchill: We have reviewed your response 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 this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 9, 2020 letter. Response Dated March 11, 2020 Equity Rights/Voting Rights/Information Rights, page 119 1.We note your response to comment 3, as well as your proposed revisions to the disclosure in the offering circular and the Token Rights Agreement and the Coin Rights Agreement. As to the adverse effects proviso you have proposed to add to the agreements, please further revise the disclosure in the offering circular to explain the following:
•The criteria that will be used to determine the presence or absence of adverse effect conditions;
FirstName LastNameCharlie Uchill Comapany NameCERES Coin LLC March 20, 2020 Page 2 FirstName LastName Charlie Uchill CERES Coin LLC March 20, 2020 Page 2 •Who will determine the presence of such criteria; and
•How that determination will be communicated to investors.
In addition, please add new risk factor disclosure to the offering circular to explain the risks to investors posed by the limited voting rights associated with the coins and the tokens. In doing so, please address the impact of each of the “silence equals approval” provisions and the “silence equals abstention” provisions. Finally, please add new risk factor disclosure to address the risks associated with the voting provision for Major Loan Actions, as to which we understand you are proposing to use a “silence equals approval” standard.
You may contact Ben Phippen at (202) 551-3697 or Amit Pande at (202) 551-3423 if you have questions regarding comments on the financial statements and related matters. Please contact Eric Envall at (202) 551-3234 or Dieter King at (202) 551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
Show Raw Text
March 20, 2020
Charlie Uchill
Board Member and COO
CERES Coin LLC
c/o CM Solutions LLC
39W462 Baert Lane
St. Charles, Illinois 60175
Re:CERES Coin LLC
Amendment No. 4 to Draft Offering Statement on Form 1-A
Response dated March 11, 2020
CIK No. 0001734118
Dear Mr. Uchill:
We have reviewed your response 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 this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our March 9, 2020 letter.
Response Dated March 11, 2020
Equity Rights/Voting Rights/Information Rights, page 119
1.We note your response to comment 3, as well as your proposed revisions to the disclosure
in the offering circular and the Token Rights Agreement and the Coin Rights Agreement.
As to the adverse effects proviso you have proposed to add to the agreements, please
further revise the disclosure in the offering circular to explain the following:
•The criteria that will be used to determine the presence or absence of adverse effect
conditions;
FirstName LastNameCharlie Uchill
Comapany NameCERES Coin LLC
March 20, 2020 Page 2
FirstName LastName
Charlie Uchill
CERES Coin LLC
March 20, 2020
Page 2
•Who will determine the presence of such criteria; and
•How that determination will be communicated to investors.
In addition, please add new risk factor disclosure to the offering circular to explain the
risks to investors posed by the limited voting rights associated with the coins and the
tokens. In doing so, please address the impact of each of the “silence equals approval”
provisions and the “silence equals abstention” provisions. Finally, please add new risk
factor disclosure to address the risks associated with the voting provision for Major Loan
Actions, as to which we understand you are proposing to use a “silence equals approval”
standard.
You may contact Ben Phippen at (202) 551-3697 or Amit Pande at (202) 551-3423 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eric Envall at (202) 551-3234 or Dieter King at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance