Correspondence 0001213900-23-060908 from LQR House Inc. (YHC) (CIK 0001843165) (YHC)
LQR House Inc. (YHC) (CIK 0001843165)
Date: July 28, 2023 · CIK: 0001843165 · Accession: 0001213900-23-060908
AI Filing Summary & Sentiment
File numbers found in text: 333-272660
Referenced dates: July 27, 2023
Letter
July 28, 2023
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
USA
Attention: Jeff Gordon
Claire Erlanger
Eranga Dias
Asia Timmons-Pierce
Re: LQR House Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 24, 2023
File No. 333-272660
Ladies and Gentlemen:
We hereby submit the responses of LQR House Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated July 27, 2023, providing the Staff’s comments with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.
Form S-1/A filed July 24, 2023
General
1. We note your response to prior comment four and reissue our comment. Please address any risks related to your agreements and/or transactions with Dollinger Innovations Inc., Dollinger Holdings LLC, and your Chief Executive Officer. In that regard, we note the transactions and agreements entered into in 2021 and July 2023.
Response: The Company respectfully acknowledges the Staff’s comment and would like to advise the Staff that it has added the following risk factor – Our Chief Executive Officer and Director is, and may in the future become, affiliated with entities engaged in business activities similar to those that could be conducted by us and, accordingly, may in the future have conflicts of interest in allocating his time and determining to which entity a particular business opportunity should be presented on pages 8 and 12.
* * * * *
Nauth LPC ● www.nauth.com ● T 416.477.6031 • F 416.477.6032
217 Queen Street West - Suite 401, Toronto, Ontario, M5V 0R2
U.S. Securities and Exchange Commission
July 28, 2023
Page 2
The Company hereby advises, or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in the filing.
Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416) 477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032.
Yours truly,
/s/ Daniel D. Nauth
Daniel D. Nauth
cc: Sean Dollinger, Chief Executive Officer
LQR House Inc.
www.nauth.com
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CORRESP
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filename1.htm
July 28, 2023
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
USA
Attention:
Jeff Gordon
Claire Erlanger
Eranga Dias
Asia Timmons-Pierce
Re: LQR House Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 24, 2023
File No. 333-272660
Ladies and Gentlemen:
We hereby submit the responses
of LQR House Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated July 27, 2023, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Form S-1/A filed July 24, 2023
General
1. We note your response to prior comment four and reissue our comment. Please address any risks related to your
agreements and/or transactions with Dollinger Innovations Inc., Dollinger Holdings LLC, and your Chief Executive Officer. In that regard,
we note the transactions and agreements entered into in 2021 and July 2023.
Response: The Company
respectfully acknowledges the Staff’s comment and would like to advise the Staff that it has added the following risk factor
– Our Chief Executive Officer and Director is, and may in the future become, affiliated with entities engaged in business
activities similar to those that could be conducted by us and, accordingly, may in the future have conflicts of interest in
allocating his time and determining to which entity a particular business opportunity should be presented on pages 8 and 12.
* * * * *
Nauth LPC ● www.nauth.com ● T
416.477.6031 • F 416.477.6032
217 Queen Street West - Suite 401, Toronto, Ontario,
M5V 0R2
U.S. Securities and Exchange Commission
July 28, 2023
Page 2
The Company hereby advises,
or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in the filing.
Should you have further comments
or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416)
477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032.
Yours truly,
/s/ Daniel D. Nauth
Daniel D. Nauth
cc: Sean
Dollinger, Chief Executive Officer
LQR House Inc.
www.nauth.com