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SEC Comment Letter 0000000000-23-005424 to Armed Forces Brewing Company, Inc. (CIK 0001832987)

Armed Forces Brewing Company, Inc. (CIK 0001832987)
Date: May 22, 2023 · CIK: 0001832987 · Accession: 0000000000-23-005424

AI Filing Summary & Sentiment

File numbers found in text: 024-12221

Date
May 22, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Armed Forces Brewing Company, Inc. (CIK 0001832987)

Letter

United States securities and exchange commission logo May 22, 2023 Alan Beal Chief Executive Officer Armed Forces Brewing Company, Inc. 1001 Bolling Avenue, 406 Norfolk, VA 23508 Re:Armed Forces Brewing Company, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed May 10, 2023 File No. 024-12221 Dear Alan Beal: We have reviewed your 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. Amendment No. 1 to Offering Statement on Form 1-A Filed on May 10, 2023 General 1.In Part 1, Item 4, please update the portion of the aggregate offering price attributable to securities sold on the Company's prior 1-A filing within the last 12 months. 2.Please refile your exhibits and financial statements in the proper text-searchable format. Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T. Cover Page 3.We note your disclosure that the Company will be issuing warrants equivalent to 3% of the aggregate number of Class C Shares sold in the Offering. Please clarify whether you are seeking to qualify the shares underlying the warrants. If not, please tell us why you are not seeking to qualify the common shares underlying the warrants.

FirstName LastNameAlan Beal Comapany NameArmed Forces Brewing Company, Inc. May 22, 2023 Page 2 FirstName LastName Alan Beal Armed Forces Brewing Company, Inc. May 22, 2023 Page 2 Exhibits 4.Please review the Exhibits filed against the Exhibits index on page 99, and confirm all listed Exhibits have been filed. For example, the Exhibit Index lists the Escrow Agreement as Exhibit 1A-8; however, an Exhibit 1A-8 was not filed. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. You may contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Kendall A. Almerico

Show Raw Text
United States securities and exchange commission logo
May 22, 2023
Alan Beal
Chief Executive Officer
Armed Forces Brewing Company, Inc.
1001 Bolling Avenue, 406
Norfolk, VA 23508
Re:Armed Forces Brewing Company, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed May 10, 2023
File No. 024-12221
Dear Alan Beal:
            We have reviewed your 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.
Amendment No. 1 to Offering Statement on Form 1-A Filed on May 10, 2023
General
1.In Part 1, Item 4, please update the portion of the aggregate offering price attributable to
securities sold on the Company's prior 1-A filing within the last 12 months.
2.Please refile your exhibits and financial statements in the proper text-searchable format.
Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of
Regulation S-T.
Cover Page
3.We note your disclosure that the Company will be issuing warrants equivalent to 3% of
the aggregate number of Class C Shares sold in the Offering. Please clarify whether you
are seeking to qualify the shares underlying the warrants. If not, please tell us why you are
not seeking to qualify the common shares underlying the warrants.

 FirstName LastNameAlan Beal
 Comapany NameArmed Forces Brewing Company, Inc.
 May 22, 2023 Page 2
 FirstName LastName
Alan Beal
Armed Forces Brewing Company, Inc.
May 22, 2023
Page 2
Exhibits
4.Please review the Exhibits filed against the Exhibits index on page 99, and confirm all
listed Exhibits have been filed. For example, the Exhibit Index lists the Escrow
Agreement as Exhibit 1A-8; however, an Exhibit 1A-8 was not filed.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Kendall A. Almerico