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SEC Comment Letter 0000000000-23-009123 to The3rdBevco Inc. (CIK 0001819117)

The3rdBevco Inc. (CIK 0001819117)
Date: Aug. 21, 2023 · CIK: 0001819117 · Accession: 0000000000-23-009123

AI Filing Summary & Sentiment

File numbers found in text: 024-12298

Date
August 21, 2023
Author
Not clearly detected
Form
UPLOAD
Company
The3rdBevco Inc. (CIK 0001819117)

Letter

United States securities and exchange commission logo August 21, 2023 Peter Scalise Chief Executive Officer The3rdBevco Inc. 2805 Veterans Highway Suite 15 Ronkonkoma, New York 11779 Re:The3rdBevco Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed on July 11, 2023 File No. 024-12298 Dear Peter Scalise: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 2, 2023 letter. Amendment No. 1 to Form 1-A filed August 9, 2023 General 1.We note your response to our prior comment 1. Please further revise your disclosure, including the prospectus cover page and summary, to clarify whether the 8,750,000 shares being offered include loyalty bonus shares and amount-based bonus shares (i.e., 350,000 and 7,000,000, respectively). If so, then revise the maximum number of loyalty bonus shares disclosed on page 22 accordingly (in this regard, we note that 437,500 loyalty bonus shares represents 5% of 8,750,000 shares). Revise the maximum number of amount-based bonus shares, currently disclosed as 3,937,500 shares on page 22, as appropriate.

FirstName LastNamePeter Scalise Comapany NameThe3rdBevco Inc. August 21, 2023 Page 2 FirstName LastName Peter Scalise The3rdBevco Inc. August 21, 2023 Page 2 2.If the loyalty and amount-based bonus shares are being offered in addition to the 8,750,000 shares, then revise Item 4 of Form 1-A to reflect the aggregate number of shares being offered (i.e., including bonus shares, as these are required to be qualified). Ensure consistency with your disclosure in response to comment 1 above. Exhibits 3.The legal opinion filed as an exhibit to your Form 1-A states, "The Offering Statement covers 13,125,000 shares of Common Stock of the Company, which include 8,750,000 shares to be qualified under Regulation A and 4,375,000 potential bonus shares." Please file a revised opinion which refers to the aggregate number of shares to be qualified consistent with comments 1 and 2 above. Please also revise the statement in the opinion that, "Bonus shares shall be restricted share," to reflect that the bonus shares are being qualified on Form 1-A. You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551- 3047 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing

Show Raw Text
United States securities and exchange commission logo
August 21, 2023
Peter Scalise
Chief Executive Officer
The3rdBevco Inc.
2805 Veterans Highway Suite 15
Ronkonkoma, New York 11779
Re:The3rdBevco Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed on July 11, 2023
File No. 024-12298
Dear Peter Scalise:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 2, 2023 letter.
Amendment No. 1 to Form 1-A filed August 9, 2023
General
1.We note your response to our prior comment 1.  Please further revise your disclosure,
including the prospectus cover page and summary, to clarify whether the 8,750,000 shares
being offered include loyalty bonus shares and amount-based bonus shares (i.e., 350,000
and 7,000,000, respectively).  If so, then revise the maximum number of loyalty bonus
shares disclosed on page 22 accordingly (in this regard, we note that 437,500 loyalty
bonus shares represents 5% of 8,750,000 shares).  Revise the maximum number of
amount-based bonus shares, currently disclosed as 3,937,500 shares on page 22, as
appropriate.

 FirstName LastNamePeter Scalise
 Comapany NameThe3rdBevco Inc.
 August 21, 2023 Page 2
 FirstName LastName
Peter Scalise
The3rdBevco Inc.
August 21, 2023
Page 2
2.If the loyalty and amount-based bonus shares are being offered in addition to the
8,750,000 shares, then revise Item 4 of Form 1-A to reflect the aggregate number of
shares being offered (i.e., including bonus shares, as these are required to be qualified).
Ensure consistency with your disclosure in response to comment 1 above.
Exhibits
3.The legal opinion filed as an exhibit to your Form 1-A states, "The Offering Statement
covers 13,125,000 shares of Common Stock of the Company, which include 8,750,000
shares to be qualified under Regulation A and 4,375,000 potential bonus shares."  Please
file a revised opinion which refers to the aggregate number of shares to be qualified
consistent with comments 1 and 2 above.  Please also revise the statement in the opinion
that, "Bonus shares shall be restricted share," to reflect that the bonus shares are being
qualified on Form 1-A.
            You may contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551-
3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing