Correspondence 0001832987-23-000008 from Armed Forces Brewing Company, Inc. (CIK 0001832987)
Armed Forces Brewing Company, Inc. (CIK 0001832987)
Date: May 23, 2023 · CIK: 0001832987 · Accession: 0001832987-23-000008
AI Filing Summary & Sentiment
File numbers found in text: 024-12221
Letter
United States Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 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 Ms. Sidwell:
Please accept this letter and filing of Form 1-A/A in response to the Commission’s correspondence to Alan Beal, CEO of Armed Forces Brewing Company, Inc. dated May 22, 2023.
Amendment No. 1 to Offering Statement on Form 1-A Filed on May 10, 2023
General
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.
In the latest filing of Form 1-A/A this has been updated as requested.
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.
In the latest filing of Form 1-A/A this has been updated as requested.
Cover Page
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
____________________________________________________________________________________________________________________________
Washington DC Office 1440 G Street NW Washington DC 20005
Cell: (813) 309-6258
Office: (202) 370-1333
E-mail: AlmericoLaw@gmail.com
www.Almerico.com
Member of the Florida Bar
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.
The company is not seeking to qualify the shares underlying the warrants. This is primarily due to the uncertainty as to the number of shares to ultimately be sold and the difficulty of predicting such a number and disclosing same in the Company’s disclosures.
Exhibits
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.
In the latest filing of Form 1-A/A this has been updated as requested. As to Exhibit 1A-8, there is no escrow agreement at present and if one is entered into (none is required for this Regulation A offering), it will be added as an exhibit and the filing will be amended as required. Additionally, Exhibit 1A-14 has been removed as there are no Testing The Waters materials to date. If Testing The Waters is used, the materials will be filed as an exhibit and the filing will be amended as required.
We look forward to the Commission’s response and to addressing any further questions or comments. Thank you.
Very truly yours,
/s/ Kendall Almerico
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CORRESP 1 filename1.htm ALMERICO LAW KENDALL A. ALMERICO P.A. ATTORNEY AT LAW CROWDFUNDING LAW w JOBS ACT w REGULATION A w REGULATION CF w PRIVATE EQUITY w CORPORATE LAW _______________________________________________________________________________________ May 23, 2023 Sarah Sidwell United States Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing Washington DC 20549 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 Ms. Sidwell: Please accept this letter and filing of Form 1-A/A in response to the Commission’s correspondence to Alan Beal, CEO of Armed Forces Brewing Company, Inc. dated May 22, 2023. Amendment No. 1 to Offering Statement on Form 1-A Filed on May 10, 2023 General 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. In the latest filing of Form 1-A/A this has been updated as requested. 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. In the latest filing of Form 1-A/A this has been updated as requested. Cover Page 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 ____________________________________________________________________________________________________________________________ Washington DC Office 1440 G Street NW Washington DC 20005 Cell: (813) 309-6258 Office: (202) 370-1333 E-mail: AlmericoLaw@gmail.com www.Almerico.com Member of the Florida Bar 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. The company is not seeking to qualify the shares underlying the warrants. This is primarily due to the uncertainty as to the number of shares to ultimately be sold and the difficulty of predicting such a number and disclosing same in the Company’s disclosures. Exhibits 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. In the latest filing of Form 1-A/A this has been updated as requested. As to Exhibit 1A-8, there is no escrow agreement at present and if one is entered into (none is required for this Regulation A offering), it will be added as an exhibit and the filing will be amended as required. Additionally, Exhibit 1A-14 has been removed as there are no Testing The Waters materials to date. If Testing The Waters is used, the materials will be filed as an exhibit and the filing will be amended as required. We look forward to the Commission’s response and to addressing any further questions or comments. Thank you. Very truly yours, /s/ Kendall Almerico Kendall A. Almerico KAA/kcm ____________________________________________________________________________________________ ALMERICO LAW KENDALL A. ALMERICO, P.A. ATTORNEYS AT LAW CROWDFUNDING LAW w JOBS ACT w REGULATION A w REGULATION CF w PRIVATE EQUITY w CORPORATE LAW Telephone: (813) 309-6258 E-mail: AlmericoLaw@gmail.com