SEC Comment Letter 0000000000-23-009664 to The3rdBevco Inc. (CIK 0001819117)
The3rdBevco Inc. (CIK 0001819117)
Date: Aug. 31, 2023 · CIK: 0001819117 · Accession: 0000000000-23-009664
AI Filing Summary & Sentiment
File numbers found in text: 024-12298
Letter
United States securities and exchange commission logo August 31, 2023 Peter Scalise Chief Executive Officer The3rdBevco Inc. 2805 Veterans Highway Suite 15 Ronkonkoma, New York 11779 Re:The3rdBevco Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed on August 23, 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 21, 2023 letter. Amendment No. 2 to Form 1-A filed August 23, 2023 General 1.We note your response to our prior comment one. However, there continues to be an apparent inconsistency between (i) disclosure on page 22 indicating that 20% is the maximum tier for amount-based bonus shares and (ii) the number of amount-based bonus shares (disclosed as 3,937,500, equal to 45% of the 8,750,000 offered shares) and note 3 on the cover page indicating that the aggregate bonus shares (i.e., inclusive of 5% loyalty bonus shares) is 50% of the offered shares. Please revise your disclosure to reconcile, clearly identifying the investment tiers and the corresponding average price per share. Make conforming revisions throughout your offering circular, to Item 4 of your Form 1-A, and to the legal opinion filed as Exhibit 12.1 as appropriate for consistency.
FirstName LastNamePeter Scalise Comapany NameThe3rdBevco Inc. August 31, 2023 Page 2 FirstName LastName Peter Scalise The3rdBevco Inc. August 31, 2023 Page 2 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
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United States securities and exchange commission logo
August 31, 2023
Peter Scalise
Chief Executive Officer
The3rdBevco Inc.
2805 Veterans Highway Suite 15
Ronkonkoma, New York 11779
Re:The3rdBevco Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed on August 23, 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 21, 2023 letter.
Amendment No. 2 to Form 1-A filed August 23, 2023
General
1.We note your response to our prior comment one. However, there continues to be an
apparent inconsistency between (i) disclosure on page 22 indicating that 20% is the
maximum tier for amount-based bonus shares and (ii) the number of amount-based bonus
shares (disclosed as 3,937,500, equal to 45% of the 8,750,000 offered shares) and note 3
on the cover page indicating that the aggregate bonus shares (i.e., inclusive of 5% loyalty
bonus shares) is 50% of the offered shares. Please revise your disclosure to reconcile,
clearly identifying the investment tiers and the corresponding average price per share.
Make conforming revisions throughout your offering circular, to Item 4 of your Form 1-A,
and to the legal opinion filed as Exhibit 12.1 as appropriate for consistency.
FirstName LastNamePeter Scalise
Comapany NameThe3rdBevco Inc.
August 31, 2023 Page 2
FirstName LastName
Peter Scalise
The3rdBevco Inc.
August 31, 2023
Page 2
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