SEC Comment Letter 0000000000-25-004212 to Carriage House Event Center, Inc. (CRGH) (CIK 0001798458)
Carriage House Event Center, Inc. (CRGH) (CIK 0001798458)
Date: April 21, 2025 · CIK: 0001798458 · Accession: 0000000000-25-004212
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April 21, 2025
Lei He
Chief Executive Officer
Carriage House Event Center, Inc.
Tian’an Science Park, Tower 23, 20th Floor
Panyu District, Guangzhou, PRC 510006
Re:Carriage House Event Center, Inc.
Schedule 13D filed February 11, 2025 by Zhonghe Brand, Ltd. et. al
File No. 005-94851
Dear Lei He:
We have conducted a limited review of the above-captioned filing and have the
following comments.
Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in
response to these comments, we may have additional comments.
Schedule 13D filed February 11, 2025
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
January 22, 2025. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the January 22, 2025 event date, the Schedule 13D submitted on
February 11, 2025 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
Item 4, page 1
Please amend Item 4 of the Schedule 13D to include any plans or proposals which
relate to or would result in the enumerated items listed in subsections (a)-(j) of Item 4
of Schedule 13D. To the extent no plans or proposals that relate to or would result in
any of the actions described in Item 4(a)-(j) exist, please affirmatively so state. See 2.
April 21, 2025
Page 2
Instruction A within the “Special Instructions for Complying With Schedule 13D” at
Rule 13d-101 of Regulation 13D-G.
Item 5, page 1
3.We note your disclosure of "N.A." Item 5(c), however, requires that each beneficial
owner "describe any transactions in the class of securities reported on that were
effected during the past sixty days." Please revise to provide the requisite disclosure
for each filing person with respect to all transactions in the securities between the
deadline for timely filing the Schedule 13D and the actual filing of the Schedule 13D.
In amending the Schedule 13D to include the required disclosures, please be advised
that the Instruction to Item 5(c) requires the beneficial owner to "describe," at a
minimum, the following: "(1) The identity of the person covered by Item 5(c) who
effected the transaction; (2) the date of transaction; (3) the amount of securities
involved; (4) the price per share or unit; and (5) where and how the transaction was
effected."
Item 7, page 1
4.Multiple beneficial owners have reported their beneficial ownership on the above-
captioned Schedule 13D. Whenever two or more persons are required to file a
statement containing the information required by Schedule 13D, a single Schedule
13D may be filed provided that it includes, as an exhibit, their agreement in writing
that such a statement is filed on behalf of each of them. Please revise to add the
required exhibit, or advise. See Rule 13d-1(k)(1)(iii).
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions