SEC Comment Letter 0000000000-22-012213 to Zergratran SA, Inc. (CIK 0001947462)
Zergratran SA, Inc. (CIK 0001947462)
Date: Nov. 9, 2022 · CIK: 0001947462 · Accession: 0000000000-22-012213
AI Filing Summary & Sentiment
File numbers found in text: 024-12006
Letter
United States securities and exchange commission logo November 9, 2022 Byron L. Bennett President Zergratran SA, Inc. 501 East Las Olas Blvd., Suite 207 Fort Lauderdale, FL 33301 Re:Zergratran SA, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed October 31, 2022 File No. 024-12006 Dear Byron L. Bennett: We have reviewed your amended offering 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 amending your offering statement and providing the requested information. 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 any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 18, 2022 letter. Amendment No. 1 to Form 1-A filed October 31, 2022 Cover Page 1.We note your disclosure here and under Plan of Distribution and Selling Securityholders continues to state that your offering will terminate at the earlier of the date at which the maximum amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion and reissue comment 2. Please revise your disclosure to comply with Rule 251(d)(3)(i)(F) of Regulation A as it appears that your offering may extend beyond three years.
FirstName LastNameByron L. Bennett Comapany NameZergratran SA, Inc. November 9, 2022 Page 2 FirstName LastName Byron L. Bennett Zergratran SA, Inc. November 9, 2022 Page 2 Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Karina Dorin, Staff Attorney at 202-551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Jamie Ostrow
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United States securities and exchange commission logo
November 9, 2022
Byron L. Bennett
President
Zergratran SA, Inc.
501 East Las Olas Blvd., Suite 207
Fort Lauderdale, FL 33301
Re:Zergratran SA, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 31, 2022
File No. 024-12006
Dear Byron L. Bennett:
We have reviewed your amended offering 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 amending your offering statement and providing the
requested information. 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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2022 letter.
Amendment No. 1 to Form 1-A filed October 31, 2022
Cover Page
1.We note your disclosure here and under Plan of Distribution and Selling Securityholders
continues to state that your offering will terminate at the earlier of the date at which the
maximum amount has been sold or the date at which the offering is earlier terminated by
the company at its sole discretion and reissue comment 2. Please revise your disclosure to
comply with Rule 251(d)(3)(i)(F) of Regulation A as it appears that your offering may
extend beyond three years.
FirstName LastNameByron L. Bennett
Comapany NameZergratran SA, Inc.
November 9, 2022 Page 2
FirstName LastName
Byron L. Bennett
Zergratran SA, Inc.
November 9, 2022
Page 2
Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Karina Dorin, Staff
Attorney at 202-551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Jamie Ostrow