SecProbe.io

September 25, 2024
David Kaplan
Chief Executive Officer
Gin & Luck Inc.
3756 W. Avenue 40
Suite K #278
Los Angeles, CA 90065
Re:Gin & Luck Inc.
Draft Offering Statement on Form 1-A
Submitted August 28, 2024
CIK No. 0001748169
Dear David Kaplan:
            We have reviewed your draft offering statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. Please
refer to Rule 252(d) regarding the public filing requirements for non-public submissions,
amendments and correspondence. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing your amended draft offering statement or filed offering statement and the
information you provide in response to this letter, we may have additional comments.
Draft Offering Statement submitted August 28, 2024
Risks Relating to this Offering and Our Securities
There is no guarantee of a return on an Investor's investment, page 9
1.Revise to acknowledge, as you indicate elsewhere, you do not anticipate paying dividends
in the foreseeable future and there is no market for your securities, which means that there
is currently no mechanism available for your investors to achieve a return on this
investment. Advise investors, if true, that they should be prepared to hold on to their
investment indefinitely. In this regard, your risk factor entitled "The price for our Series
C-1 Preferred Stock may be volatile" seems inapplicable to you.

September 25, 2024
Page 2
Investors will grant a third-party proxy broad power and authority to act on their behalf, page 11
2.Revise your risk factor disclosure to elaborate upon the risks of this feature, including that
such shareholders are not entitled to exercise discretion with respect how they vote on
matters outlined in Voting Agreement. Revise to state whether this feature also applies to
your other classes of Preferred Stock and, if so, to what extent it functionally gives voting
control to your CEO on all matters outlined in the Voting Agreement.  If the proxy
granted to your CEO to vote such shares has not been tested in a court of law, please
revise to state as much.
Future fundraising may affect the rights of Investors, page 12
3.Revise to acknowledge your recent and/or concurrent Crowdfunding offering (Form C)
and Regulation D offering (Form D), which also appear to be offerings of Series C-1
Preferred Stock, and the amounts you have raised or are seeking to raise in those
offerings.
Principal Products and Services, page 24
4.In your discussion of "Brick & Mortar," you discuss financial performance of your
branded locations by reference to "periods," "YTD" and "last period," which seems to
suggest that you are disclosing 2024 results, however, your disclosure is unclear as to
what financial period these disclosures represent.  Revise to clarify these references and
provide comparable 2023 financial information, to the extent you continue to compare
periods.  Remove references to "projected" revenues for fiscal year 2023, considering you
have audited historical results for such period.
Results of Operations, page 31
5.Please address the following in your year to year analysis of the results from operations:
•You cite YTD revenue information throughout the bar and restaurant revenue
analysis. Tell us what this represents and how it relates to Fiscal 2023 and 2022.
•Tell us why you refer to "projected" Fiscal 2023 revenue.
•Provide an analysis for cost of net revenues and other income(expense).
Security Ownership of Management and Certain Securityholders, page 38
6.Tell us why the proxies you have historically granted to your CEO with respect to at least
your Series B-1 and C-1 Preferred Stock issued in prior Regulation A and other offerings
are not reflected in the beneficial ownership table, consistent with Rule 13d-3, or revise to
include such information.
Securities Being Offered, page 40
7.Please amend your offering circular to disclose the conversation ratio, namely 1:1, that is
available to holders of the Series C-1 preferred stock, rather than directing them to the
ratio contained in the Articles of Incorporation. Make consistent revisions on your
offering circular cover page.

September 25, 2024
Page 3
Independent Auditors' Report, page F-2
8.Please make arrangements with your auditor for them to revise their report to comply with
the requirements of Article 2 of Regulation S-X, including stating, if true, that they are
required to be independent with respect to Gin & Luck, Inc. in accordance with U.S.
federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission. Refer to paragraph (c)(1)(iii) in Part F/S of Form 1-A
Consolidated Statements of Cash Flows, page F-7
9.Please tell us what the $1.68 million of warrants issued in connection with loan extensions
represents and revise your disclosure as necessary.
Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies, page F-9
10.Your accounts receivable balance was $1,373,430 and $1,395,060 as of December 31,
2023 and 2022, respectively. Also, your allowance for expected credit losses decreased to
$13,985 from $30,191 during the year ended December 31, 2023. You state revenues
consist of sales directly to customers with payment at time of purchase. Please explain the
contractual and customary payment terms of your accounts receivables and why your
accounts receivables continue to represent approximately 10% of revenues for the past
two years.
General
11.The Series C-1 Preferred Stock Subscription Agreement filed as Exhibit 4.1 includes the
following disclaimer: "In making an investment decision, investors must rely on their own
examination of the company and the terms of this offering, including the merits and the
risks involved. Each prospective investor should consult investor’s own counsel,
accountants and other professional advisors as to investment, legal, tax and other related
matters concerning investor’s proposed investment." Note that it is not appropriate to state
or imply that investors cannot rely on the disclosure in the Offering Circular or the Series
C-1 Preferred Stock Subscription Agreement. Please revise or remove this disclaimer.
12.Please revise the disclosure in your offering circular to describe the exclusive forum
provision in the Subscription Agreement that will be used in this offering, including the
extent to which the provision applies to claims under the federal securities law. Clarify
whether claims under the Securities Act must be brought in Delaware federal courts. Also
state that there is uncertainty as to whether a court would enforce such provision. In that
regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.
13.Revise the disclosure in your offering circular to also describe the waiver of a right to jury
trial and arbitration provisions in the Subscription Agreement that will be used in this
offering, including the extent to which the provisions apply to claims under the federal
securities law. The provision in the Subscription Agreement itself should clearly state that
it does not apply to claims under the federal securities laws, if true. Also state that there is
uncertainty as to whether a court would enforce such provision and discuss any impacts of
limitations on claims arising under other applicable state or federal laws.

September 25, 2024
Page 4
14.It appears the entirety of the TA Agreement (Exhibit 6.1) and Regulation A Services
Agreement (Exhibit 6.2) with Dealmaker have not been filed. Please advise or reconcile
so that the entirety of the agreement is filed as an exhibit.
15.Ensure that your investment platform at "invest.deathandcompany.com" accurately
portrays your current results and operations.  For example, the following references are
unclear to us:
•Explain your statement that "[y]our four brick-and-mortar bars are doing tens of
millions in revenue, all profitable" when your financial statements indicate
otherwise;
•You refer to your "fully-funded hotel project" where you discuss your Midnight
Auteur Hotel joint venture however, considering you are seeking to raise proceeds for
this project in this offering, the reference to "fully-funded" is unclear;
•Explain what you mean when you say that "[t]he demand for [y]our brands is such
that landlords are willing to subsidize 80% to 100% of total opening costs*" and how
the "subsidy" is reflected in your leasing arrangements and your financial statements;
and
•Clarify whether or not the individuals highlighted in the section that refers to
"Investors who believe" have actually made investments in your company.

Confirm that if you use a similar deck or page to provide information to investors, you
will file this information as "test the waters" materials, pursuant to Item 17.13 of  Form 1-
A.
16.Tell us the basis for your belief that you have filed all the reports you were required to
file, if any, pursuant to Rule 257 during the two years immediately before the filing of
this offering statement, consistent with Rule 251(b)(7) of Regulation A.  In this regard, it
appears that the most recent periodic report you filed was your Form 1-SA for the period
ended June 30, 2022 and no additional periodic reports were filed for the reporting
periods that succeeded such report and before the Form 1-Z that was filed on April 28,
2023.
            Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Robin Sosnow