SEC Comment Letter 0000000000-25-001930 to BONK, INC. (BNKK)
BONK, INC.
Date: Feb. 19, 2025 · CIK: 0001760903 · Accession: 0000000000-25-001930
AI Filing Summary & Sentiment
File numbers found in text: 333-284689
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February 19, 2025
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Registration Statement on Form S-1
Filed February 4, 2025
File No. 333-284689
Dear Jarrett Boon:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 4, 2025
Cover Page
1.The cover page states you are registering the resale of up to 23,985,404 shares of
common stock. However, the individual components of the shares being registered
appear to total 23,885,404 shares of common stock. Please ensure the number of
shares being registered is consistent throughout the prospectus, including in the legal
opinion to be provided as Exhibit 5.1.
Arrangement Agreement with Yerbae Brands Corp., page 9
We note your statement that the Company entered into a definitive Arrangement
Agreement with Yerbaé Brands Corp. on January 7, 2025 pursuant to which, among
other things, the Company will acquire all of the issued and outstanding common
shares of Yerbaé. Please revise the Registration Statement to include financial 2.
February 19, 2025
Page 2
statements of Yerbaé Brands Corp. pursuant to Rule 3-05 of Regulation S-X and the
related pro forma financial statements pursuant to Article 11 of Regulation S-X or
provide us your analysis of why such information is not required.
Index to Financial Statements, page F-1
3.The registration statement does not appear to include a copy of the April 1, 2024 audit
report from your independent registered public accounting firm or the audited
financial statements of the Company as of December 31, 2023 and 2022 and the
periods then ended. Please revise the registration statement to include this
information, including discussing these periods in your Management's Discussion and
Analysis of Financial Condition and Results of Operations section. We also note the
statements in the Experts section on page 69 suggesting that these financial statements
are incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 2023. Please revise to clarify this information is not being
incorporated by reference.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.