SEC Comment Letter for WOLVERINE PARTNERS CORP. (CIK 0001810254) — Sep 17, 2020
WOLVERINE PARTNERS CORP. (CIK 0001810254)
Date: Sept. 17, 2020 · CIK: 0001810254 · Accession: 0000000000-20-008800
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File numbers found in text: 024-11311
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United States securities and exchange commission logo
September 17, 2020
Fabian Monaco
President and Director
Wolverine Partners Corp.
77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON M5K 0A1 Canada
Re:Wolverine Partners Corp.
Offering Statement on Form 1-A
Filed September 1, 2020
Amendment No. 1 to Offering Statement on Form 1-A
Filed September 14, 2020
File No. 024-11311
Dear Mr. Monaco:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our 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 the comment, we may have additional comments.
Form 1-A filed September 1, 2020
Security Ownership of Management and Certain Securityholders, page 70
1.We note your revisions in response to prior comment 2. Please revise the table on page 70
to include the options granted to Mr. Hermiz as reflected in the options table on page 71,
or advise. Please note that Item 12(b)(2) of Form 1-A requires presentation of the amount
of equity securities each holder has the right to acquire within sixty days. Refer to
Exchange Act Rule 13d-3(d)(1). In addition, it does not appear that your revised Summary
and Risk Factor disclosure reflects the total voting power of Mr. Hermiz or Mayde, Inc.
by virtue of their beneficial ownership of not just subordinate voting shares and the
exchangeable units that are convertible into such, but also super voting shares and any
options. In this regard, we note that although super voting shares are not convertible into
FirstName LastNameFabian Monaco
Comapany NameWolverine Partners Corp.
September 17, 2020 Page 2
FirstName LastName
Fabian Monaco
Wolverine Partners Corp.
September 17, 2020
Page 2
subordinate voting shares, they entitle the holder to 50 votes per super voting share held.
Please revise the Summary and Risk Factor sections to accurately reflect the voting
control each of these affiliates has.
You may contact Franklin Wyman at (202) 551-3660 or Lisa Vanjoske at (202) 551-3614
if you have questions regarding comments on the financial statements and related matters. Please
contact Chris Edwards at (202) 551-6761 or Mary Beth Breslin at (202) 551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Frank Borger Gilligan