SEC Comment Letter 0000000000-23-006180 to Blue Chip Capital Group Inc. (CIK 0001932213)
Blue Chip Capital Group Inc. (CIK 0001932213)
Date: June 9, 2023 · CIK: 0001932213 · Accession: 0000000000-23-006180
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United States securities and exchange commission logo
June 8, 2023
Joseph Richard Moran
Chief Executive Officer
Blue Chip Capital Group Inc.
269 South Beverly Drive – Suite 373
Beverly Hills, CA 90212
Re:Blue Chip Capital Group Inc.
Amendment No. 6 to
Draft Registration Statement on Form S-1
Submitted May 26, 2023
CIK No. 0001932213
Dear Joseph Richard Moran:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
March 16, 2023 letter.
Amendment No. 6 to Draft Registration Statement on Form S-1
Exhibits
1.Please include an Exhibit Index in your next amendment and ensure that you number your
exhibits in accordance with the Exhibit Table. Refer to Item 601(a)(2) of Regulation S-K.
2.We note that you have submitted several agreements with RaiseWise relating to your
crowdfunding platform as exhibits. Please revise to disclose the material terms of these
agreements.
3.Please ensure each exhibit is in the proper text-searchable format. See Rules 301 and 304
FirstName LastNameJoseph Richard Moran
Comapany NameBlue Chip Capital Group Inc.
June 8, 2023 Page 2
FirstName LastName
Joseph Richard Moran
Blue Chip Capital Group Inc.
June 8, 2023
Page 2
of Regulation S-T. For example, we note that the exhibits you have numbered as exhibits
1, 3, 4, 5 and 6 are not in text-searchable format.
4.Refer to your form of common stock purchase warrant submitted as Exhibit 4.1. If this
document is the warrant that you intend to sell in this registered offering, please tell us
why the legend includes language regarding an unregistered offering.
5.We note your response to comment 8 and we partially reissue the comment. Since the
warrants are contractual obligations issued pursuant to agreements, please file a revised
legality opinion that opines on whether the warrants will be a binding obligation of the
registrant under the law of the jurisdiction governing the common stock purchase
warrant. For guidance, please refer to Staff Legal Bulletin 19.
You may contact David Irving at (202) 551-3321 or Sharon Blume, Accounting Branch
Chief, at (202) 551-3474 if you have questions regarding comments on the financial statements
and related matters. Please contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-
3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance