SEC Comment Letter for Mystic Holdings (MSTH) — Mar 11, 2020
Mystic Holdings Inc./NV (MSTH) (CIK 0001790320)
Date: March 11, 2020 · CIK: 0001790320 · Accession: 0000000000-20-002160
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11093
Letter
March 10, 2020 Lorenzo Barracco Chairman and CEO Mystic Holdings, Inc. 4145 Wagon Trail Avenue Las Vegas, NV 89118 Re:Mystic Holdings, Inc. Supplemental Response Letter Filed February 28, 2020 File No: 024-11093 Dear Mr. Barracco: We have reviewed your response to our comment letter and have the following comment. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Supplemental Response dated February 28, 2020 General 1.We note your correspondence dated February 28, 2020 and will evaluate all responses in connection with your next amendment to the offering statement and your responses to all five comments. Based on your correspondence, please consider revising the offering statement to: (i) explain the status of the consents that are referenced in Section 2.01 of the Share Exchange Agreement; (ii) identify the affiliates who received but did not execute those consents and (iii) quantify their combined ownership (pre- and post-Reg. A. offering). Also revise the Offering Statement to clarify that you will seek shareholder approval for the Share Exchange after closing the Regulation A offering so that any purchasers in the Regulation A offering would have the opportunity to vote along with your three affiliated stockholders.
FirstName LastNameLorenzo Barracco Comapany NameMystic Holdings, Inc. March 10, 2020 Page 2 FirstName LastName Lorenzo Barracco Mystic Holdings, Inc. March 10, 2020 Page 2 You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551- 3355 if you have questions regarding comments on the financial statements and related matters. Please contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Spencer G. Feldman, Esq.
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March 10, 2020
Lorenzo Barracco
Chairman and CEO
Mystic Holdings, Inc.
4145 Wagon Trail Avenue
Las Vegas, NV 89118
Re:Mystic Holdings, Inc.
Supplemental Response Letter
Filed February 28, 2020
File No: 024-11093
Dear Mr. Barracco:
We have reviewed your response to our comment letter and have the following
comment.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Supplemental Response dated February 28, 2020
General
1.We note your correspondence dated February 28, 2020 and will evaluate all responses in
connection with your next amendment to the offering statement and your responses to all
five comments. Based on your correspondence, please consider revising the offering
statement to: (i) explain the status of the consents that are referenced in Section 2.01 of the
Share Exchange Agreement; (ii) identify the affiliates who received but did not execute
those consents and (iii) quantify their combined ownership (pre- and post-Reg. A.
offering). Also revise the Offering Statement to clarify that you will seek shareholder
approval for the Share Exchange after closing the Regulation A offering so that any
purchasers in the Regulation A offering would have the opportunity to vote along with
your three affiliated stockholders.
FirstName LastNameLorenzo Barracco
Comapany NameMystic Holdings, Inc.
March 10, 2020 Page 2
FirstName LastName
Lorenzo Barracco
Mystic Holdings, Inc.
March 10, 2020
Page 2
You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Please contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman, Esq.