Correspondence 0001213900-23-005714 from AMAZE HOLDINGS, INC. (AMZE)
AMAZE HOLDINGS, INC.
Date: Jan. 27, 2023 · CIK: 0001880343 · Accession: 0001213900-23-005714
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269082
Referenced dates: January 19, 2023
Letter
Alan M. Gilbert
Direct Dial: (612) 672-8381
Direct Fax: (612) 642-8381
alan.gilbert@maslon.com
January 27, 2023
SUBMITTED VIA EDGAR
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Gregory Herbers
Erin Purnell
Re: Fresh Vine Wine, Inc. (the “Company”)
Registration Statement on Form S-1
Filed December 30, 2022
File No. 333-269082
Ladies and Gentlemen:
This letter will respond on behalf of Fresh Vine Wine, Inc. (the “Company”) to the comment letter dated January 19, 2023 (the “Comment Letter”) with respect to Amendment No. 1 to the above referenced Registration Statement on Form S-1 filed by the Company on December 30, 2022 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.
In conjunction with this response letter, and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.
For your convenience, the Company is supplementally providing to the staff of the Commission a copy of Amendment No. 1, which has been marked to indicate the changes from the Registration Statement filed with the Commission on December 30, 2022.
Form S-1 filed December 30, 2022
Management, page 48
1.
Please update your compensation disclosure to reflect the fiscal year ended December 31, 2022.
Under the caption “Executive and Director Compensation,” the Company has updated its compensation disclosure to reflect the fiscal year ended December 31, 2022.
Incorporation of Certain Information by Reference, page 56
2. It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by reference previously filed Exchange Act reports. Because you have not yet filed your Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore appears that you have not satisfied the requirements of paragraph C of that instruction. Please either file your Form 10-K, including the information required by Part III, or revise your registration statement to include all disclosures required by Form S-1.
The Company has revised the Registration Statement to include the disclosures required by Form S-1, without relying Instruction VII to Form S-1 to incorporate such disclosures by reference to previously filed Exchange Act reports.
We trust that the foregoing has been responsive to the Staff’s comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com.
Sincerely,
/s/ Alan Gilbert
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Alan M. Gilbert
Direct Dial: (612) 672-8381
Direct Fax: (612) 642-8381
alan.gilbert@maslon.com
January 27, 2023
SUBMITTED VIA EDGAR
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Gregory Herbers
Erin Purnell
Re:
Fresh Vine Wine, Inc. (the “Company”)
Registration Statement on Form S-1
Filed December 30, 2022
File No. 333-269082
Ladies and Gentlemen:
This letter will respond on behalf of Fresh Vine Wine, Inc. (the “Company”)
to the comment letter dated January 19, 2023 (the “Comment Letter”) with respect to Amendment No. 1 to the above referenced
Registration Statement on Form S-1 filed by the Company on December 30, 2022 (the “Registration Statement”) with the
Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your
original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.
In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commission, via EDGAR, Amendment No. 1 (“Amendment No. 1”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.
For your convenience, the Company is supplementally providing to the
staff of the Commission a copy of Amendment No. 1, which has been marked to indicate the changes from the Registration Statement filed
with the Commission on December 30, 2022.
Form S-1 filed December 30, 2022
Management, page 48
1.
Please update your compensation disclosure to reflect the fiscal
year ended December 31, 2022.
Under the caption “Executive and Director Compensation,” the Company has updated its compensation disclosure to reflect the fiscal year ended December
31, 2022.
Incorporation of Certain Information by Reference, page 56
2.
It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by reference previously filed Exchange Act reports. Because you have not yet filed your Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore appears that you have not satisfied the requirements of paragraph C of that instruction. Please either file your Form 10-K, including the information required by Part III, or revise your registration statement to include all disclosures required by Form S-1.
The Company has revised the Registration Statement to include
the disclosures required by Form S-1, without relying Instruction VII to Form S-1 to incorporate such disclosures by reference to previously
filed Exchange Act reports.
We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8381 or alan.gilbert@maslon.com.
Sincerely,
/s/ Alan Gilbert
Alan M. Gilbert
cc:
Rick Nechio (Fresh Vine Wine, Inc.)
James Spellmire (Fresh Vine Wine, Inc.)
Ryan C. Brauer (Fredrikson & Byron, P.A.)
Andrew Nick (Fredrikson & Byron, P.A.)