SEC Company Response from Functional Brands Inc. (MEHA) (CIK 0001837254) (MEHA) — Jan 8, 2025
Functional Brands Inc. (MEHA) (CIK 0001837254)
Date: Jan. 8, 2025 · CIK: 0001837254 · Accession: 0001213900-25-002121
AI Filing Summary & Sentiment
Referenced dates: December 19, 2024
Letter
Functional Brands Inc.
SW Rosewood Street
Lake Oswego, OR 97035
January 8, 2025
Gary Newberry
U.S. Securities & Exchange Commission
F Street, N.E.
Washington, D.C. 20549
Attention: Gary Newberry, Vanessa Robertson, Daniel Crawford and Laura Crotty
Re: Functional Brands Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted on December 6, 2024
CIK No. 0001837254
Ladies and Gentlemen:
By letter dated December 19, 2024, the staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the “Commission”) provided Functional Brands Inc. (the “Company,” “we,” “us” or “our”) with its comments to the Company’s Draft Registration Statement on Form S-1 submitted December 6, 2024. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Cover Page
1. We note the Cover Page of your Resale Prospectus states “[w]e intend to apply to list our common stock on the Chicago Board Options Exchange (“NASDAQ”), under the symbol “FBIC”.” However, the Cover Page of the Public Offering Prospectus states the following: “We intend to apply to list our common stock on the Nasdaq Capital Market (“NASDAQ”), under the symbol “FBIC”.” Please reconcile.
Response: The Company will apply to list its common stock on Nasdaq and has revised the disclosure accordingly.
Principal Shareholders
Page
2. We note your response to prior comment 1. Please revise your Principal Shareholders table to reflect HOC’s ownership interest in your company or otherwise advise.
Response: The Company has revised the Principal Shareholders table to reflect HOC’s ownership interest.
Exhibits
3. We note your response to prior comment 23 and reissue, as Exhibit 10.18 is not in the proper text-searchable format. See Item 301 of Regulation S-T.
Response: The Company has refiled Exhibit 10.18 in the proper text-searchable format.
Thank you for your assistance in reviewing this filing.
Very Truly Yours,
/s/ Eric Gripentrog
Show Raw Text
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filename1.htm
Functional
Brands Inc.
6400
SW Rosewood Street
Lake
Oswego, OR 97035
January
8, 2025
Gary
Newberry
U.S.
Securities & Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Gary Newberry, Vanessa Robertson, Daniel Crawford and Laura Crotty
Re:
Functional
Brands Inc.
Amendment
No. 6 to Draft Registration Statement on Form S-1
Submitted on December
6, 2024
CIK No. 0001837254
Ladies
and Gentlemen:
By
letter dated December 19, 2024, the staff (the “Staff,” “you” or “your”) of
the U.S. Securities & Exchange Commission (the “Commission”) provided Functional Brands Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Draft Registration
Statement on Form S-1 submitted December 6, 2024. We are in receipt of your letter and set forth below are the Company’s responses
to the Staff’s comments.
Amendment
No. 6 to Draft Registration Statement on Form S-1
Cover
Page
1.
We note the Cover Page of your Resale Prospectus states “[w]e intend to apply to list our common stock on the Chicago Board
Options Exchange (“NASDAQ”), under the symbol “FBIC”.” However, the Cover Page of the Public Offering Prospectus
states the following: “We intend to apply to list our common stock on the Nasdaq Capital Market (“NASDAQ”), under the
symbol “FBIC”.” Please reconcile.
Response:
The Company will apply to list its common stock on Nasdaq and has revised the disclosure accordingly.
Principal
Shareholders
Page
86
2.
We note your response to prior comment 1. Please revise your Principal Shareholders table to reflect HOC’s ownership interest
in your company or otherwise advise.
Response:
The Company has revised the Principal Shareholders table to reflect HOC’s ownership interest.
Exhibits
3.
We note your response to prior comment 23 and reissue, as Exhibit 10.18 is not in the proper text-searchable format. See Item 301
of Regulation S-T.
Response:
The Company has refiled Exhibit 10.18 in the proper text-searchable format.
Thank
you for your assistance in reviewing this filing.
Very Truly Yours,
/s/ Eric Gripentrog
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035