SEC Comment Letter 0000000000-23-011769 to Cannaisseur Group Inc. (CIK 0001879270) (TCRG)
Cannaisseur Group Inc. (CIK 0001879270)
Date: Oct. 26, 2023 · CIK: 0001879270 · Accession: 0000000000-23-011769
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File numbers found in text: 333-262710
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United States securities and exchange commission logo
October 26, 2023
Floretta Gogo
Chief Executive Officer
The Cannaisseur Group, Inc.
1039 Grant St Se Ste B24
Atlanta, GA 30315
Re:The Cannaisseur Group, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed October 12, 2023
File No. 333-262710
Dear Floretta Gogo:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 10, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1
Prospectus Summary
Corporate History, page 4
1.We note your descriptions of the conflict-of-interest agreements signed by Ms. Gogo and
Mr. Carter and the agreement filed as an exhibit to your registration statement. Please
revise your disclosure to clarify, if true, that the terms of the conflict-of-interest
agreements do not prevent Ms. Gogo and Mr. Carter from taking actions that prioritize the
interests of Atlanta CBD at the expense of the interests of TCG. Alternatively, please tell
us why this would be incorrect.
Emerging Growth Company Status, page 5
2.We note your revised statement that the assets your Company acquires will also be used to
"support and further develop Atlanta CBD's operations." Please revise (i) the "Overview"
FirstName LastNameFloretta Gogo
Comapany NameThe Cannaisseur Group, Inc.
October 26, 2023 Page 2
FirstName LastName
Floretta Gogo
The Cannaisseur Group, Inc.
October 26, 2023
Page 2
section of your Prospectus Summary; (ii) your Risk Factors section; and (iii) your Use of
Proceeds disclosure on pages 18-19 to reflect this statement and the fact that funds raised
in the offering could be used for Atlanta CBD's business, rather than your business.
Description of Business, page 26
3.We note your response to prior comment 6 and revised disclosures. However, you do not
appear to have addressed all of the examples provided in our comment or your F-pages
disclosure. For example:
•On pages 4 and 28, "we do not ship such products to those states, and we disclose this
and warn consumers of the restrictions on the INNO Medicinals website."
•On page 25, "The Company periodically reviews the value of items in inventory and
provides write-downs or write-offs of inventory based on its assessment of market
conditions."
•On page 26, "We do not believe that our hemp-derived CBD products..."
•On page 27, "All the full Spectrum Hemp CBD Infused products the Company
sells..."
•On page 28, "Our Name, our reputation, and our unique branded products promote a
positive shopping experience for customers." as well as the sentence at the end of this
paragraph.
Please revise these instances, along with your F-pages disclosures, to clearly distinguish
between the activities undertaken by your company and those undertaken by Atlanta
CBD.
Please contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Elton F. Norman, Esquire