SEC Comment Letter 0000000000-24-013506 to Armed Forces Brewing Company, Inc. (CIK 0001832987)
Armed Forces Brewing Company, Inc. (CIK 0001832987)
Date: Dec. 9, 2024 · CIK: 0001832987 · Accession: 0000000000-24-013506
AI Filing Summary & Sentiment
File numbers found in text: 024-12221
Letter
December 9, 2024 Alan Beal Chief Executive Officer Armed Forces Brewing Company, Inc. 211 W 24th Street Norfolk, VA 23517 Re:Armed Forces Brewing Company, Inc. Post Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed November 25, 2024 File No. 024-12221 Dear Alan Beal: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 14, 2024 letter. Amendment No. 3 to Post Qualification Amendment to Offering Statement on Form 1-A filed November 25, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations As of June 30, 2024 (Unaudited), page 74 1.Please revise your discussion of cost of sales, operating expenses, and net loss to include the comparable amounts for the six months ended June 30, 2023 and to discuss the reasons for significant fluctuations between periods for each of the line items. Refer to Item 9(a) of Form 1-A (Part II).
December 9, 2024 Page 2 General 2.We note your response to prior comment 14 and that you made offers and sales pursuant to the offering statement from October 1, 2024 to November 24, 2024. It appears that the financial statements in your offering statement were stale during such time period. Please consider revising your post-qualification amendment to include risk factor and contingent liability disclosures, as needed, associated with rescission rights of investors related to this staleness period. Finally, please consider disclosing the total number and value of securities sold during this period. For guidance, please refer to Question 139.28 of our Securities Act Sections Compliance and Disclosure Interpretations, which is available on our website. Please contact Dale Welcome at 202-551-3865 or Ernest Greene at 202-551-3733 if you have questions regarding comments on the financial statements and related matters. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Kendall Almerico
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December 9, 2024
Alan Beal
Chief Executive Officer
Armed Forces Brewing Company, Inc.
211 W 24th Street
Norfolk, VA 23517
Re:Armed Forces Brewing Company, Inc.
Post Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed November 25, 2024
File No. 024-12221
Dear Alan Beal:
We have reviewed your amended offering statement and have the following
comments.
Please respond to this letter by amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 14, 2024
letter.
Amendment No. 3 to Post Qualification Amendment to Offering Statement on Form 1-A
filed November 25, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
As of June 30, 2024 (Unaudited), page 74
1.Please revise your discussion of cost of sales, operating expenses, and net loss to
include the comparable amounts for the six months ended June 30, 2023 and to
discuss the reasons for significant fluctuations between periods for each of the line
items. Refer to Item 9(a) of Form 1-A (Part II).
December 9, 2024
Page 2
General
2.We note your response to prior comment 14 and that you made offers and sales
pursuant to the offering statement from October 1, 2024 to November 24, 2024. It
appears that the financial statements in your offering statement were stale during such
time period. Please consider revising your post-qualification amendment to include
risk factor and contingent liability disclosures, as needed, associated with rescission
rights of investors related to this staleness period. Finally, please consider disclosing
the total number and value of securities sold during this period. For guidance, please
refer to Question 139.28 of our Securities Act Sections Compliance and Disclosure
Interpretations, which is available on our website.
Please contact Dale Welcome at 202-551-3865 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kendall Almerico