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Correspondence 0001104659-23-113357 from Cannaisseur Group Inc. (CIK 0001879270) (TCRG)

Cannaisseur Group Inc. (CIK 0001879270)
Date: Nov. 1, 2023 · CIK: 0001879270 · Accession: 0001104659-23-113357

AI Filing Summary & Sentiment

File numbers found in text: 333-262710

Referenced dates: October 26, 2023

Date
November 1, 2023
Author
Not clearly detected
Form
CORRESP
Company
Cannaisseur Group Inc. (CIK 0001879270)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Re: Cannaisseur Group Inc. Registration Statement on Form S-1 Filed February 14, 2022 File No. 333-262710

Dear Mr. Campbell and Ms. Hayes,

This letter is in response to comments of the staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission on the filing made by The Cannaisseur Group, Inc. contained in your letter dated October 26, 2023 (“Comment Letter”). The headings and numbers below refer to similar headings and numbers contained in the Comment Letter. Capitalized terms used herein not otherwise defined in this letter shall have the meaning given to them in the Form S-1.

Attached to this letter is a red-lined version of the amended Form S-1, indicating the amendments made to the Form S-1.

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.

RESPONSE: The Form S-1 has been amended in accordance with the Staff’s comments.

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" 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.

RESPONSE: The Form S-1 has been amended in accordance with the Staff’s comments.

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.

RESPONSE: The Form S-1 has been amended in accordance with the Staff’s comments.

I trust that with these responses, your comments have been satisfied. As indicated above, the amended Form S-1 to include the above information will be filed on EDGAR. In the meantime, if you have any further questions or require any further information; please do not hesitate to contact the undersigned.

The Cannaisseur Group, Inc.

By: /s/ Floretta Gogo

The Floretta Gogo, Chief Executive Officer

Show Raw Text
CORRESP
1
filename1.htm

The
Norman Law Firm PLLC

-ATTORNEYS
AND COUNSELORS AT LAW-

A PROFESSIONAL
LIMITED LIABILITY COMPANY

8720 Georgia
avenue, suite 1000

SILVER
SPRING, MD 20910

tel:(301)588-4888;
FAX:(301)576-3544

Elton
F. Norman

admitted in

DC, GA

MD, NY

November 1, 2023

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    450 Fifth Street, N.W

    Washington, D.C. 20549

    Attn: Alan Campbell / Suzanne Hayes

    Re: Cannaisseur Group Inc.

           Registration Statement on Form S-1

           Filed February 14, 2022

           File No. 333-262710

Dear Mr. Campbell and Ms. Hayes,

This letter is in response to comments of the staff
(“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission on the filing made by The Cannaisseur
Group, Inc. contained in your letter dated October 26, 2023 (“Comment Letter”).  The headings and numbers below
refer to similar headings and numbers contained in the Comment Letter.  Capitalized terms used herein not otherwise defined in this
letter shall have the meaning given to them in the Form S-1.

Attached to this letter is a red-lined version of the amended Form S-1,
indicating the amendments made to the Form S-1.

 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.

RESPONSE: The Form S-1 has been amended in accordance
with the Staff’s comments.

 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" 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.

RESPONSE: The Form S-1 has been amended in accordance
with the Staff’s comments.

 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.

RESPONSE: The Form S-1 has been amended in accordance
with the Staff’s comments.

I trust that with these responses, your comments have been
satisfied.  As indicated above, the amended Form S-1 to include the above information will be filed on EDGAR.  In the meantime,
if you have any further questions or require any further information; please do not hesitate to contact the undersigned.

    The Cannaisseur Group, Inc.

    By:
    /s/ Floretta Gogo

    The Floretta Gogo, Chief Executive Officer