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Correspondence 0001599916-23-000080 from Sparx Holdings Group, Inc. (SHGI) (CIK 0001874138) (SHGI)

Sparx Holdings Group, Inc. (SHGI) (CIK 0001874138)
Date: April 6, 2023 · CIK: 0001874138 · Accession: 0001599916-23-000080

AI Filing Summary & Sentiment

File numbers found in text: 024-12204

Date
April 6, 2023
Author
Not clearly detected
Form
CORRESP
Company
Sparx Holdings Group, Inc. (SHGI) (CIK 0001874138)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Alexandra Barone, Staff Attorney Re: Sparx Holdings Group, Inc. Offering Statement on Form 1-A File No. 024-12204 REQUEST FOR ACCELERATION OF QUALIFICATION

Dear Ms. Barone:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Sparx Holdings Group, Inc. (the “Registrant”) hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A (File No. 024-12204), as amended (the “Offering Statement”), so that it may become qualified at 10:00 a.m. Eastern Daylight Time on April 11, 2023, or as soon as practicable thereafter.

The Registrant hereby authorizes Cassandra DeNunzio, CEO of Sparx Holdings, Inc. to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the Offering Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and

(iii) the Registrant may not assert the lack of comment by the Commission or the staff on the Offering Statement or the declaration of qualification of the Offering Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We request that we be notified of such qualification by email or telephone.

Best Regards,
SPARX HOLDINGS GROUP, INC.

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CORRESP
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filename1.htm

Acceleration Request

SPARX
 HOLDINGS GROUP, INC.

780
Reservoir Avenue, #123

Cranston,
RI 02910

April 6, 2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549

Attention:
Alexandra Barone, Staff
Attorney

Re:
Sparx Holdings Group, Inc.

Offering Statement on Form 1-A

File No. 024-12204

 REQUEST FOR ACCELERATION OF QUALIFICATION

 Dear Ms. Barone:

Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, Sparx Holdings Group, Inc. (the “Registrant”)
hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A (File No. 024-12204), as
amended (the “Offering Statement”), so that it may become qualified at 10:00 a.m. Eastern Daylight Time on April 11,
2023, or as soon as practicable thereafter.

The Registrant
hereby authorizes Cassandra DeNunzio, CEO of Sparx Holdings, Inc. to orally modify or withdraw this request for acceleration.

 The Registrant hereby acknowledges that:

 (i) should the
                                                                                                                                                                                                                                                                                                Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
                                                                                                                                                                                                                                                                                                Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the Offering Statement;

 (ii) the action
                                                                                                                                                                                                                                                                                                                                                                                                                                              of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified, does not
                                                                                                                                                                                                                                                                                                                                                                                                                                              relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the  Offering Statement;
                                                                                                                                                                                                                                                                                                                                                                                                                                              and

 (iii) the
                                                                                                                                                                                                                                                                                                                                                                                                                                                              Registrant may not assert the lack of comment by the Commission or the staff on the Offering Statement or the declaration of
                                                                                                                                                                                                                                                                                                                                                                                                                                                              qualification of the Offering Statement as a defense in any proceeding initiated by the Commission or any person under the federal
                                                                                                                                                                                                                                                                                                                                                                                                                                                              securities laws of the United States.

 -1-

 We request that we be
 notified of such qualification by email or telephone.

 Best Regards,

SPARX HOLDINGS GROUP, INC.

  /s/
                  Cassandra DeNunzio

Cassandra DeNunzio

Chief Executive Officer

 -2-