SEC Comment Letter 0000000000-24-000588 to Tradewinds Universal (CIK 0001916558) (TRWD)
Tradewinds Universal (CIK 0001916558)
Date: Jan. 17, 2024 · CIK: 0001916558 · Accession: 0000000000-24-000588
AI Filing Summary & Sentiment
File numbers found in text: 333-276233
Letter
United States securities and exchange commission logo January 17, 2024 Andrew Read Chief Executive Officer Tradewinds Universal 501 Mercury Lane Brea, CA, 92821 Re:Tradewinds Universal Registration Statement on Form S-1 Filed December 22, 2023 File No. 333-276233 Dear Andrew Read: We have reviewed your registration statement and have the following comment(s). 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. Registration Statement on Form S-1 Risk Factors Our auditors have issued a going concern opinion, page 5 1.Your disclosure states that “our auditors have issued a going concern opinion on our audited financial statements…” However, the auditor’s report on page F-2 does not contain a going concern paragraph. Please revise your registration statement as appropriate. Directors, Executive Officers, Promoters and Control Persons, page 20 2.Please revise this section to provide disclosure required by paragraphs (a) and (e)(4) of Item 407 of Regulation S-K, or tell us why you are not required to do so. See paragraphs (l) and (n) of Item 11 of Form S-1.
FirstName LastNameAndrew Read Comapany NameTradewinds Universal January 17, 2024 Page 2 FirstName LastName Andrew Read Tradewinds Universal January 17, 2024 Page 2 Employment Agreements, page 20 3.Reconcile your disclosure about no employment agreements with Exhibit 10.1 and disclosure on page II-3. Certain Relationships, page 22 4.Please revise to provide disclosure consistent with the thresholds in Item 404(d) of Regulation S-K. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 5.Please revise this section to substantially expand your management's discussion and analysis to include information required by Item 303 of Regulation S-K. This section should provide disclosure in the form of a discussion and analysis from management's perspective and should not merely contain factual statements about your company and its operations. Provide the discussion and analysis in a format that facilitates easy understanding and that supplements, and does not merely duplicate, disclosure already provided in the filing. The objective of the discussion and analysis is to provide material information relevant to an assessment of the financial condition and results of operations of Tradewinds Universal including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. A discussion and analysis that meets the requirements of Item 303 of Regulation S-K is expected to better allow investors to view Tradewinds Universal from management's perspective. Management's Discussion and Analysis, page 24 6.Please update the disclosure on page 24 regarding the initiation of sales in the fourth quarter of 2023. Please also clarify what you mean by the statement that you are "currently in production" for the manufacture of your product. Describe the material terms of your agreement with the third party who conducts the manufacturing, the sources and availability of the raw materials and how you intend to distribute your product. Exhibits 7.Because this Form S-1 purports to register the resale of common stock, the legal opinion you file must opine that the shares are validly issued, fully paid and non-assessable. Currently, your opinion states that the shares "will when sold" be validly issued, fully paid and non-assessable. Please file a revised opinion. General 8.In the second paragraph on the prospectus cover page, you disclose that the selling shareholders will resell at a fixed price of $0.01 per share, contrary to your disclosure elsewhere regarding a $0.40 price per share. Please reconcile.
FirstName LastNameAndrew Read Comapany NameTradewinds Universal January 17, 2024 Page 3 FirstName LastName Andrew Read Tradewinds Universal January 17, 2024 Page 3 9.Please update your compensation disclosure for the year ended December 31, 2023. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
January 17, 2024
Andrew Read
Chief Executive Officer
Tradewinds Universal
501 Mercury Lane
Brea, CA, 92821
Re:Tradewinds Universal
Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-276233
Dear Andrew Read:
We have reviewed your registration statement and have the following comment(s).
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.
Registration Statement on Form S-1
Risk Factors
Our auditors have issued a going concern opinion, page 5
1.Your disclosure states that “our auditors have issued a going concern opinion on our
audited financial statements…” However, the auditor’s report on page F-2 does not
contain a going concern paragraph. Please revise your registration statement as
appropriate.
Directors, Executive Officers, Promoters and Control Persons, page 20
2.Please revise this section to provide disclosure required by paragraphs (a) and (e)(4) of
Item 407 of Regulation S-K, or tell us why you are not required to do so. See paragraphs
(l) and (n) of Item 11 of Form S-1.
FirstName LastNameAndrew Read
Comapany NameTradewinds Universal
January 17, 2024 Page 2
FirstName LastName
Andrew Read
Tradewinds Universal
January 17, 2024
Page 2
Employment Agreements, page 20
3.Reconcile your disclosure about no employment agreements with Exhibit 10.1 and
disclosure on page II-3.
Certain Relationships, page 22
4.Please revise to provide disclosure consistent with the thresholds in Item 404(d) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
24
5.Please revise this section to substantially expand your management's discussion and
analysis to include information required by Item 303 of Regulation S-K. This section
should provide disclosure in the form of a discussion and analysis from management's
perspective and should not merely contain factual statements about your company and its
operations. Provide the discussion and analysis in a format that facilitates easy
understanding and that supplements, and does not merely duplicate, disclosure already
provided in the filing. The objective of the discussion and analysis is to provide material
information relevant to an assessment of the financial condition and results of operations
of Tradewinds Universal including an evaluation of the amounts and certainty of cash
flows from operations and from outside sources. A discussion and analysis that meets the
requirements of Item 303 of Regulation S-K is expected to better allow investors to view
Tradewinds Universal from management's perspective.
Management's Discussion and Analysis, page 24
6.Please update the disclosure on page 24 regarding the initiation of sales in the fourth
quarter of 2023. Please also clarify what you mean by the statement that you are
"currently in production" for the manufacture of your product. Describe the material
terms of your agreement with the third party who conducts the manufacturing, the sources
and availability of the raw materials and how you intend to distribute your product.
Exhibits
7.Because this Form S-1 purports to register the resale of common stock, the legal opinion
you file must opine that the shares are validly issued, fully paid and non-assessable.
Currently, your opinion states that the shares "will when sold" be validly issued, fully paid
and non-assessable. Please file a revised opinion.
General
8.In the second paragraph on the prospectus cover page, you disclose that the selling
shareholders will resell at a fixed price of $0.01 per share, contrary to your disclosure
elsewhere regarding a $0.40 price per share. Please reconcile.
FirstName LastNameAndrew Read
Comapany NameTradewinds Universal
January 17, 2024 Page 3
FirstName LastName
Andrew Read
Tradewinds Universal
January 17, 2024
Page 3
9.Please update your compensation disclosure for the year ended December 31, 2023.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing