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
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File numbers found in text: 024-12204
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CORRESP
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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.
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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
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