SecProbe.io

CORRESP
1
filename1.htm

November 15, 2022

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington DC 20549

  Re:
  Ohanae, Inc.

  Amendment No. 1 to Offering Statement on Form 1-A

  Filed September 16, 2022

  File No. 024-11927

Ladies and Gentlemen:

We acknowledge receipt of the comments in the letter dated October
7, 2022 from the staff of the Division of Corporation Finance - Office of Technology (the “Staff”) regarding the Offering
Statement of Ohanae, Inc. (the “Company”), which we have set out below, together with our responses.

Amendment No. 1 to Offering Circular on Form 1-A filed
September 16, 2022 Summary, page 1

 1. We note your statement that you intend to serve as a “full-service broker dealer for Regulation
A offerings,” while your proposed business contemplates acting as a special purpose broker-dealer. Please revise this statement
to be consistent with your proposed business clarify that the business of your subsidiary, Ohanae Securities LLC, will be limited to the
circumstances described in the December 2020 Commission statement and request for comment regarding the custody of digital asset securities
by special purpose broker-dealers and that it will be unable to offer all services typically associated with that of a FINRA licensed
registered broker-dealer.

In response to the Staff’s comment, the Company has revised all
statements in the offering circular that were previously describing Ohanae Securities LLC’s intent to become a “full-service
broker dealer”, revising the disclosure in these sections of the offering circular to clarify that Ohanae Securities LLC intends
to be a broker-dealer for Regulation A offerings of digital asset securities only.

The Company has also made additional revisions throughout the offering
circular to clarify that, while Ohanae Securities LLC intends to provide the full set of broker-dealer functions with respect to digital
asset securities, Ohanae Securities LLC will not provide broker-dealer services with respect to traditional equity securities.

Digital Format of Our Class B Common Stock - Ohanae Equity
Tokens, page 2

 2. We note the disclosure on page 2 that Ohanae Equity Token “cannot be traded independently of
the Class B Common Stock.” We have the following comments:

 · Please describe how a holder will transfer the Class B Common Stock and the Ohanae Equity Token as a “unit”
                                                                                                         and provide illustrative examples of the various methods by which such transfer could be effected (i.e., through a broker, on an
                                                                                                         ATS, or peer-to-peer).

      1

In response to the Staff’s comment, the Company has
revised its disclosure under the “Digital Format of Our Class B Common Stock – Ohanae Equity Tokens” section of the
Offering Circular to make clear that transfers of Ohanae Equity Tokens cannot be transferred independently of the shares of Class B Common
Stock they represent – and therefore, a transfer of an Ohanae Equity Token (which can only occur through a peer-to-peer transaction
on the Ohanae Platform) will result in a transfer of the ownership of the underlying shares of Class B Common Stock those Ohanae Equity
Tokens represent. Additionally, the Company has clarified that Ohanae Equity Tokens cannot be transferred on behalf of investors through
a broker.

 · Please explain how such restriction is programmed into the Ohanae Equity Token or otherwise enforced.
In this regard, we note the statement on page 3 that you “do not currently intend to impose any transfer restrictions on the Ohanae
Equity Tokens.” We also note the disclosure on page 3 discussing “peer-to-peer” transactions.

In response to the Staff’s comment, the Company has
clarified that restrictions on the Ohanae Equity Token being traded independently of the underlying Class B Common Stock is enforced by
the Transfer Agent, which will not allow transfers of shares of Class B Common Stock without the corresponding number of Ohanae Equity
Tokens, and vice versa.

 · Please explain how transfers of the Ohanae Equity Token will be effected once the Class B Common
Shares are made available for trading on your ATS.

In response to the Staff’s comment, the Company has
clarified transfers of the Ohanae Equity Tokens on the Ohanae ATS will be effected using Automated Market Maker (AMM) technology, where
Ohanae Securities acts as the dealer in the trade.

 · Please explain whether there are any restrictions on the transferability of the Class B Common Stock
given that the Ohanae Equity Token is “stapled” or otherwise attached to the Class B Common Stock. For example, are all purchasers
required to have a wallet on your blockchain network, and what happens if a purchaser does not want to hold the Ohanae Equity Token? We
note the statement on page 2 that “the Transfer Agent will not effect a transfer of Class B Common Stock on behalf of a holder unless
the transferee has a digital wallet set up to receive the Ohanae Equity Tokens representing those shares of Class B Common Stock.”
Please also add risk factor disclosure addressing the relevant risks, to the extent applicable.

In response to the Staff’s comment, the Company has
revised the disclosure under the “Digital Format of Our Class B Common Stock – Ohanae Equity Tokens” section of the
offering circular to further clarify that shares of Class B Common Stock and the Ohanae Equity Tokens cannot be transferred independently
of one another. The Company has further clarified that all purchasers (initial or secondary) are required to have a digital wallet on
the Ohanae Blockchain to purchase Class B Common Stock. Finally, the Company has added a risk factor discussing that these features may
reduce the number of potential buyers for an investor’s Class B Common Stock.

 3. We note the disclosure in the risk factor entitled “Although records of secondary transfers
of Ohanae Equity Tokens between stockholders..” on page 3. Please clarify what you mean by the statement that “Ohanae Equity
Tokens are transferrable between approved accounts on the Ohanae Platform in peer-to-peer transactions on a blockchain network approved
by the Transfer Agent.” In this regard, disclosure elsewhere in the filing and in the response letter indicate that the Ohanae
Equity Token only will be used on the company’s private, permissioned blockchain.

In response to the Staff’s comment, the Company has
revised this statement to read “Ohanae Equity Tokens are transferrable between approved accounts on the Ohanae Platform in peer-to-peer
transactions solely on the Ohanae Blockchain.”

      2

Risk Factors, page 4

 4. We note your response to our prior comments 6 and 15. Please reconcile the apparent discrepancy where
the company has the ability to “force transfer” Ohanae Coin and Ohanae Equity Tokens but is not deemed to be in custody of
those assets. You additionally make reference to Ohanae digital wallets holding Signet reserves but disclaim custody of these reserves
available for redemption on demand. Finally, your disclosure on page 10 indicates that the role of Ohanae Securities is "limited
to settlement and custody of digital asset securities." Please revise or advise.

The Company respectfully submits to the Staff that there is no discrepancy
to reconcile. In the context of digital asset securities, “custody” refers to protection against the theft, loss, and unauthorized
and accidental use of the private keys necessary to access and transfer the digital asset securities of the customer. Ohanae Securities
provides “custody” in this sense by providing the Company’s Identity Technology solutions to investors, which investors
use to create a unique identifier (an “Ohanae ID”) for each investor who successfully opens an account. Thereafter, through
biometric recognition technology, investors will be able to log into the Ohanae Platform without the need to remember a password through
facial recognition or by using a user-created passphrase. Additionally, in the case of loss of a private key by a user, Ohanae Securities
is able to recover the private key through a passphrase recovery service.

The ability of the Company, as Transfer Agent, to “force transfer”
Ohanae Coin and Ohanae Equity Tokens is not relevant to the custody analysis. The Company is the creator of the digital assets on the
Ohanae Blockchain. As is the case with any digital assets created on any ERC-20 token standard (such as the Ohanae Equity Tokens and Ohanae
Coin), the creator of those digital assets has the ability to force-transfer digital assets on the blockchain.

 5. We note your response to our prior comment 6. Please revise your disclosure to avoid downplaying
risks related to cybersecurity breaches and bad actors accessing the Ohanae Platform. Your revised disclosure should be limited to a factual
discussion of the risks faced by investors.

In response to the Staff’s comment, the Company has
made revisions in the “Risk Factors” section of the offering circular to avoid downplaying risks as requested by the Staff.

 6. We note your response to comment 8. Please supplementally explain in greater detail the purpose of using Signet as the reserve
to back the Ohanae Coin rather than holding the reserve either in a bank account or other assets. For example, it appears that the company
does not earn any interest or other returns on the reserve given the use of Signet. Please also clarify whether there are any fees associated
with using Signet and how those fees are serviced in light of the apparent lack of earnings on the reserve.

The Company believes the primary advantages of using Signet
to back the Ohanae Coin over other potential assets are that Signet (i) can be transferred 24 hours a day, 7 days a week, (ii) without
any transaction fees. This contrasts with traditional bank accounts, which (a) effect transfers via ACH, which can take up to 3 business
days and cannot take place 24 hours a day, 7 days a week; and (b) often charge fees for transferring funds between accounts (i.e. wire
fees, etc.)

The Company believes that, despite not earning interest,
these features of Signet make it a better choice as a backing for Ohanae Coin.

      3

 7. We note your response to comment 11, in particular the statement that “When a user on the Ohanae
Platform purchases Ohanae Coin with fiat currency, Ohanae Coin will be issued to the user instantly from the Reserve, before the fiat
currency submitted for the Ohanae Coin has been received by the Company. Once the fiat currency is received by the Company, those funds
will be used to replenish the Reserve.” It is not clear how the reserve will back the Ohanae Coin on a 1:1 basis during such periods.
Please revise to describe your reserve management policies in greater detail. For example, is it the company’s intention to maintain
a greater than 1:1 basis based on the company holding Ohanae Coins that it receives as payments rather than burning such coins immediately
and redeeming the underlying Signet?

The Company has revised its disclosure under “Technology Infrastructure
of the Ohanae Platform” in the offering circular to clarify that it is the Company’s intention to maintain an equal or greater
amount of Signet in the Reserve than the number of Ohanae Coin minted at any given time, so that there is never a greater number of Ohanae
Coin than the number of Signet in the Reserve.

 8. Please add risk factor disclosure addressing the fact that you do not intend to acquire insurance,
either to cover your obligations in regards to the Ohanae Coin or to cover the underlying Signet.

The Company respectfully directs the Staff to its discussion of the
Company’s implementation of “For Benefit Of” (FBO) accounts at Signature Bank in the revised legal analysis attached
as Appendix A. Each of these FBO accounts have $250,000 in “pass-through” FDIC insurance. The Company has structured its accounts
at Signature Bank so that no such FBO account will have funds deposited exceeding $250,000 – the limit of the FDIC insurance. In
this way, the Company is working to maximize protection for its users’ funds, so that all such funds are FDIC insured.

General

 9. We note your response to comment 2 and have the following comments:

 · Please clarify whether there will be any differences between the equity tokens created for third-party issuers and
the Ohanae Equity Token. For example, clarify whether the responses to the comment above in regards to the Ohanae Equity Token would apply
equally to such equity tokens.

There will be no differences between
the Ohanae Equity Tokens and Equity Tokens created for third-party issuers. Every issuer that the Company onboards and creates an Equity
Token for will have the same token properties as the Ohanae Equity Token. The only difference will be the name (as future sets of tokens
created for third-party issuers will have different names to differentiate between them) and the associated equity of the issuers that
future Equity Tokens represent.

 · Please explain how the transfer agent will be able to “force transfer” equity tokens.
Please also clarify whether the transfer agent for the Ohanae Equity Token will be able to “force transfer” it.

The Transfer Agent will have the ability to “force-transfer”
all Equity Tokens on the Ohanae Blockchain, including the Ohanae Equity Tokens and any future Equity Tokens created for third-party issuers.
As the Transfer Agent, the Company has the ability to unilaterally transfer digital assets on the Ohanae Blockchain from any digital wallet
of an accountholder on the Ohanae Platform to another. As no action is required on the part of the accountholder, and such action can
be taken without permission of the accountholder, the Company refers to this as a “force-transfer”.

      4

 10. We note the statement in the legal analysis included as Appendix A that “Ohanae’s arrangement
with Signature Bank assures that all purchasers’ funds will be maintained in accounts that avoid exceeding the limits of Federal
insurance.” The meaning of this statement is not clear. In this regard, the disclosure in the filing and elsewhere in the response
letter indicate that such funds are converted into Ohanae Coin and that the company deposits the funds into its own accounts, which then
are converted into Signet. Please advise. In addition, please clarify how Signature Bank is able to maintain accounts on behalf of the
company that remain within the limits of federal insurance.

In response to the Staff’s comment, the Company
has provided a revised Appendix A addressing the requested points in the Staff’s comment above.

 11. We note your responses to comments 1 and 3. We continue to evaluate your responses and may have further
comments. In addition, please expand your legal analysis to address the fact that while the Ohanae Coin appears to be backed 1:1 by Signet,
it does not appear that there is an underlying reserve fully backing Signet. In this regard, it appears that each Signet merely represents
one U.S. dollar held in a Signature Bank deposit account. Accordingly, it appears that holders of the Ohanae Coin are subject to the credit
risk of Signature Bank being able to redeem Signet on a 1:1 basis.

In response to the Staff’s comment, the Company
has provided a revised Appendix A addressing the requested points in the Staff’s comment above. In particular, the Company notes
that Appendix A now describes the steps the Company has taken to ensure that funds held at Signature Bank are fully FDIC insured.

      5

Thank you again for the opportunity to respond to your questions to
the offering statement of Ohanae, Inc. If you have additional questions or comments, please contact me at jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campa