SEC Comment Letter 0000000000-24-007279 to MODE MOBILE, INC. (CIK 0001748441)
MODE MOBILE, INC. (CIK 0001748441)
Date: June 27, 2024 · CIK: 0001748441 · Accession: 0000000000-24-007279
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12419
Letter
United States securities and exchange commission logo June 27, 2024 Dan Novaes Chief Executive Officer Mode Mobile, Inc. One East Erie Street, Suite 525 Chicago, IL 60611 Re:Mode Mobile, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed June 11, 2024 File No. 024-12419 Dear Dan Novaes: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Offering Statement on Form 1-A Our Business, page 17 1.We note your disclosure that "The buildout and launch of the $CRNC Network will be carried out by a foundation established by CGL," and that "the Company will completely divest its interest and involvement in the $CRNC Network." To the extent known, please revise to clarify whether the foundation will be a related party, the nature of the relationship, and whether management of Mode Mobile or CGL will be involved in the operations of the foundation. Exhibits 2.Your legal opinion filed as Exhibit 5 refers to up to 150 million Class AAA common stock shares being offered by your selling stockholders, but your Offering Circular discloses that only 30 million Class AAA common stock shares are being offered by your selling stockholders. Please clarify or provide a revised legal opinion.
FirstName LastNameDan Novaes Comapany NameMode Mobile, Inc. June 27, 2024 Page 2 FirstName LastName Dan Novaes Mode Mobile, Inc. June 27, 2024 Page 2 Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Andrew Stephenson
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United States securities and exchange commission logo
June 27, 2024
Dan Novaes
Chief Executive Officer
Mode Mobile, Inc.
One East Erie Street, Suite 525
Chicago, IL 60611
Re:Mode Mobile, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed June 11, 2024
File No. 024-12419
Dear Dan Novaes:
We have reviewed your amended offering statement and have the following comments.
Please respond to this letter by amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A
Our Business, page 17
1.We note your disclosure that "The buildout and launch of the $CRNC Network will be
carried out by a foundation established by CGL," and that "the Company will completely
divest its interest and involvement in the $CRNC Network." To the extent known, please
revise to clarify whether the foundation will be a related party, the nature of the
relationship, and whether management of Mode Mobile or CGL will be involved in the
operations of the foundation.
Exhibits
2.Your legal opinion filed as Exhibit 5 refers to up to 150 million Class AAA common
stock shares being offered by your selling stockholders, but your Offering
Circular discloses that only 30 million Class AAA common stock shares are being offered
by your selling stockholders. Please clarify or provide a revised legal opinion.
FirstName LastNameDan Novaes
Comapany NameMode Mobile, Inc.
June 27, 2024 Page 2
FirstName LastName
Dan Novaes
Mode Mobile, Inc.
June 27, 2024
Page 2
Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew Stephenson