Correspondence 0001829126-23-001425 from Freeport Holdings Series LLC (CIK 0001946910)
Freeport Holdings Series LLC (CIK 0001946910)
Date: Feb. 10, 2023 · CIK: 0001946910 · Accession: 0001829126-23-001425
AI Filing Summary & Sentiment
File numbers found in text: 024-12099
Referenced dates: February 6, 2023
Letter
Re: Freeport Holdings Series LLC
February 10, 2023
Division of Corporation Finance
Office of Trade and Services
Securities and Exchange Commission
Washington DC 20549
Attn: Alyssa Wall and Dietrich King
Amendment No. 1 to Offering Statement on Form 1-A
Filed January 24, 2023
File No. 024-12099
Ladies and Gentlemen:
We acknowledge receipt of the comments in the letter dated February 6, 2023 from the staff of the Division of Corporate Finance (the “Staff”) the regarding the Offering Statement on Form 1-A of Freeport Holdings Series LLC (the “Company”), which we have set out below, together with our responses.
Amendment No. 1 to Offering Statement on Form 1-A
Q: What are the benefits of the tokens living on the blockchain?, page 8
1. We note your amended disclosure in response to comment 2. Please clarify, if true, that there currently are no actual benefits aside from the visual representation of share ownership that may enhance the ownership experience.
The Company confirms that as of the date of this amended filing, there are no actual benefits aside from the digital representation of share ownership as discussed in the offering circular.
Risk Factors, page 9
2. We note your additional disclosure in response to comment 4 and reissue in part. Please add a new risk factor disclosing that investor funds could be held in escrow and stating how long they may be held in escrow. In doing so, please address whether investors could be subject to the risk of digital assets changing in value, and whether the magnitude of any such changes could be large due to market volatility.
The Company has revised its refund policy to only provide for refunding of investments in fiat currency in the event that the Company does not achieve its minimum condition to close. As such, refunds of investments will not be subject to the risk of digital assets changing in value while funds are held in escrow.
Plan of Distribution
Digital Asset Payments, page 21
3. We note your amended disclosure in response to comment 4. We note that the digital assets will be converted to fiat currency upon subscription and that investors may elect to receive their refunds in fiat currency via ACH or wire. Please clarify under what conditions the refunds may be returned in digital assets.
The Company has revised its refund policy to only provide for refunding of investments in fiat currency in the event that the Company does not achieve its minimum condition to close.
Thank you again for the opportunity to respond to your questions to the Offering Statement of Freeport Holdings Series LLC. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/
Andrew Stephenson
Show Raw Text
CORRESP
1
filename1.htm
February
10, 2023
Division
of Corporation Finance
Office
of Trade and Services
Securities
and Exchange Commission
Washington
DC 20549
Attn:
Alyssa Wall and Dietrich King
Re:
Freeport Holdings Series LLC
Amendment
No. 1 to Offering Statement on Form 1-A
Filed
January 24, 2023
File
No. 024-12099
Ladies
and Gentlemen:
We
acknowledge receipt of the comments in the letter dated February 6, 2023 from the staff of the Division of Corporate Finance (the “Staff”)
the regarding the Offering Statement on Form 1-A of Freeport Holdings Series LLC (the “Company”), which we have set out below,
together with our responses.
Amendment
No. 1 to Offering Statement on Form 1-A
Q:
What are the benefits of the tokens living on the blockchain?, page 8
1. We
note your amended disclosure in response to comment 2. Please clarify, if true, that there
currently are no actual benefits aside from the visual representation of share ownership
that may enhance the ownership experience.
The
Company confirms that as of the date of this amended filing, there are no actual benefits aside from the digital representation of share
ownership as discussed in the offering circular.
Risk
Factors, page 9
2. We
note your additional disclosure in response to comment 4 and reissue in part. Please add
a new risk factor disclosing that investor funds could be held in escrow and stating how
long they may be held in escrow. In doing so, please address whether investors could be subject
to the risk of digital assets changing in value, and whether the magnitude of any such changes
could be large due to market volatility.
The
Company has revised its refund policy to only provide for refunding of investments in fiat currency in the event that the Company does
not achieve its minimum condition to close. As such, refunds of investments will not be subject to the risk of digital assets changing
in value while funds are held in escrow.
Plan
of Distribution
Digital
Asset Payments, page 21
3. We
note your amended disclosure in response to comment 4. We note that the digital assets will
be converted to fiat currency upon subscription and that investors may elect to receive their
refunds in fiat currency via ACH or wire. Please clarify under what conditions the refunds
may be returned in digital assets.
The
Company has revised its refund policy to only provide for refunding of investments in fiat currency in the event that the Company does
not achieve its minimum condition to close.
Thank
you again for the opportunity to respond to your questions to the Offering Statement of Freeport Holdings Series LLC. If you have additional
questions or comments, please contact me at andrew@crowdchecklaw.com.
Sincerely,
/s/
Andrew Stephenson
Andrew
Stephenson
Partner
CrowdCheck
Law LLP
cc: Colin
Johnson