Correspondence 0001493152-24-020922 from USA OPPORTUNITY INCOME ONE, INC. (CIK 0001878379)
USA OPPORTUNITY INCOME ONE, INC. (CIK 0001878379)
Date: May 21, 2024 · CIK: 0001878379 · Accession: 0001493152-24-020922
AI Filing Summary & Sentiment
File numbers found in text: 024-11699
Referenced dates: May 9, 2024
Letter
Office of Finance Division of Corporation Finance Securities and Exchange Commission Post-Qualification Amendment No. 5 to Offering Statement on Form 1-A Filed May 7, 0024 File No. 024-11699
Dear Ms. Adegbuyi and Ms. Aldave:
We have electronically filed herewith on behalf of USA Opportunity Income One, Inc. (f/k/a USA Opportunity Income Fund, Inc., the “Company”) Post-Qualification Amendment No. 6 (“Amendment No. 6”) to the above-referenced offering statement on Form 1-A originally filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2021 (“Form 1-A”). Amendment No. 6 is marked with < R > tags to show changes made from Post-Qualification Amendment No. 5 which was filed with the Commission on May 7, 2024. In addition, we have included a narrative response, on behalf of the Company keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Dania Echemendia dated May 9, 2024. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Post-Qualification Amendment No. 5 to Offering Statement on Form 1-A
Risk Factors
Risks Related to Our Company
If the Company is unable to raise a significant percentage of the offering amount, page 24
1. Comment: We note your response to prior comment 3. Please remove the second paragraph of the risk factor because it contains mitigating language.
Response: In response to the Staff’s comment, the Company has revised Amendment No. 6 to remove the referenced paragraph.
If the Staff has any further comments regarding the offering statement on Form 1-A, Amendment No. 6 or any subsequent amendments to the Company’s offering statement on Form 1-A, please feel free to contact the undersigned.
Anthony, Linder & Cacomanolis, PLLC
By: /s/ Laura Anthony
Laura Anthony, Esq.
cc: Aisha Adegbuyi/U.S. Securities and Exchange Commission
Tonya Aldave/U.S. Securities and Exchange Commission
Dania Echemendia/ USA Opportunity Income One, Inc.
Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936
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LAURA
ANTHONY, ESQ.
CRAIG
D. LINDER, ESQ.*
JOHN
CACOMANOLIS, ESQ.**
Associates
and OF COUNSEL:
CHAD
FRIEND, ESQ., LLM
MICHAEL
R. GEROE, ESQ., CIPP/US***
JESSICA
HAGGARD, ESQ. ****
christopher
t. hines *****
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.******
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.*******
HARRIS
TULCHIN, ESQ. ********
WWW.ALCLAW.COM
WWW.SECURITIESLAWBLOG.COM
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM
*licensed
in CA, FL and NY
**licensed
in FL and NY
***licensed
in CA, DC, MO and NY
****licensed
in Missouri
*****licensed
in CA and DC
******licensed
in NY and NJ
*******licensed
in NY and NJ
********licensed
in CA and HI (inactive in HI)
May
21, 2024
VIA
ELECTRONIC EDGAR FILING
Office
of Finance
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
USA
Opportunity Income One, Inc.
Post-Qualification
Amendment No. 5 to
Offering
Statement on Form 1-A
Filed
May 7, 0024
File
No. 024-11699
Dear
Ms. Adegbuyi and Ms. Aldave:
We
have electronically filed herewith on behalf of USA Opportunity Income One, Inc. (f/k/a USA Opportunity Income Fund, Inc., the “Company”)
Post-Qualification Amendment No. 6 (“Amendment No. 6”) to the above-referenced offering statement on Form 1-A originally
filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2021 (“Form 1-A”). Amendment
No. 6 is marked with < R > tags to show changes made from Post-Qualification Amendment No. 5 which was filed with the Commission
on May 7, 2024. In addition, we have included a narrative response, on behalf of the Company keyed to the comments of the staff of the
Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Dania Echemendia dated May
9, 2024. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Post-Qualification
Amendment No. 5 to Offering Statement on Form 1-A
Risk
Factors
Risks
Related to Our Company
If
the Company is unable to raise a significant percentage of the offering amount, page 24
1.
Comment:
We note your response to prior comment 3. Please remove the second paragraph of the risk factor because it contains mitigating
language.
Response:
In response to the Staff’s comment, the Company has revised Amendment No. 6 to remove the referenced paragraph.
If
the Staff has any further comments regarding the offering statement on Form 1-A, Amendment No. 6 or any subsequent amendments to the
Company’s offering statement on Form 1-A, please feel free to contact the undersigned.
Anthony,
Linder & Cacomanolis, PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Aisha Adegbuyi/U.S. Securities
and Exchange Commission
Tonya Aldave/U.S. Securities
and Exchange Commission
Dania Echemendia/ USA Opportunity
Income One, Inc.
Craig D. Linder, Esq./Anthony,
Linder & Cacomanolis, PLLC
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936