SEC Comment Letter 0000000000-24-000947 to BullFrog AI Holdings, Inc. (BFRG)
BullFrog AI Holdings, Inc.
Date: Jan. 24, 2024 · CIK: 0001829247 · Accession: 0000000000-24-000947
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United States securities and exchange commission logo January 24, 2024 Vininder Singh Chief Executive Officer BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 Re:BullFrog AI Holdings, Inc. Draft Registration Statement on Form S-1 Submitted January 19, 2024 CIK No. 0001829247 Dear Vininder Singh: We have conducted a limited review of your draft registration statement and have the following comment. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Incorporation of Certain Information by Reference, page 50 1.We note you have not filed an annual report for your most recently completed fiscal year and therefore appear to be ineligible to incorporate by reference on Form S-1. Please revise accordingly or otherwise advise. Refer to General Instruction VII.C. of Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameVininder Singh Comapany NameBullFrog AI Holdings, Inc. January 24, 2024 Page 2 FirstName LastName Vininder Singh BullFrog AI Holdings, Inc. January 24, 2024 Page 2 Please contact Daniel Crawford at 202-551-7767 or Chris Edwards at 202-551-6761 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Arthur Marcus, Esq.
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United States securities and exchange commission logo
January 24, 2024
Vininder Singh
Chief Executive Officer
BullFrog AI Holdings, Inc.
325 Ellington Blvd., Unit 317
Gaithersburg, MD 20878
Re:BullFrog AI Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted January 19, 2024
CIK No. 0001829247
Dear Vininder Singh:
We have conducted a limited review of your draft registration statement and have the
following comment.
Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Incorporation of Certain Information by Reference, page 50
1.We note you have not filed an annual report for your most recently completed fiscal year
and therefore appear to be ineligible to incorporate by reference on Form S-1. Please
revise accordingly or otherwise advise. Refer to General Instruction VII.C. of Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
FirstName LastNameVininder Singh
Comapany NameBullFrog AI Holdings, Inc.
January 24, 2024 Page 2
FirstName LastName
Vininder Singh
BullFrog AI Holdings, Inc.
January 24, 2024
Page 2
Please contact Daniel Crawford at 202-551-7767 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Arthur Marcus, Esq.