SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-23-011069 to JAAG Enterprises Ltd. (JAGL) (CIK 0001951051)

JAAG Enterprises Ltd. (JAGL) (CIK 0001951051)
Date: Oct. 10, 2023 · CIK: 0001951051 · Accession: 0000000000-23-011069

AI Filing Summary & Sentiment

File numbers found in text: 333-267995

Date
October 10, 2023
Author
Not clearly detected
Form
UPLOAD
Company
JAAG Enterprises Ltd. (JAGL) (CIK 0001951051)

Letter

United States securities and exchange commission logo October 10, 2023 Jeffrey Chau Chief Executive Officer JAAG Enterprises Ltd. 1716 13 Avenue NW Calgary, AB T2N 1L1 Canada Re:JAAG Enterprises Ltd. Amendment No. 7 to Registration Statement on Form S-1 Filed October 2, 2023 File No. 333-267995 Dear Jeffrey Chau: We have reviewed your amended 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. Form S-1/A October 3, 2023 Signatures, page 62 1.Please revise to identify the individuals signing in the capacities of your principal financial officer and principal accounting officer or controller. Refer to Instruction 1 to Signatures on Form S-1. General 2.Please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a fixed price at which the selling stockholders will offer and sell shares until your shares are listed on a national securities exchange or quoted on the OTCBB, OTCQX or OTCQB, at which time they may be sold at prevailing market prices. Refer to Item 501(b)(3) of Regulation S-K.

FirstName LastNameJeffrey Chau Comapany NameJAAG Enterprises Ltd. October 10, 2023 Page 2 FirstName LastName Jeffrey Chau JAAG Enterprises Ltd. October 10, 2023 Page 2 3.We note that on the facing sheet of the Registration Statement you checked the “Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)” box. Please also revise your registration statement to: •Describe how and when a company may lose emerging growth company status; •Briefly describe the various exemptions that are available to you, such as an exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14(a)and (b) of the Securities Exchange Act of 1934; •State your election under Section 107(b) of the JOBS Act; oIf you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or oIf you have elected to avail yourself of the extended transition period for complying with new or revised accounting standards under Section 102(b)(1),provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Also state that as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates.

Please also include an appropriate risk factor disclosure related to your status as an emerging growth company. Please contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing

Show Raw Text
United States securities and exchange commission logo
October 10, 2023
Jeffrey Chau
Chief Executive Officer
JAAG Enterprises Ltd.
1716 13 Avenue NW
Calgary, AB T2N 1L1
Canada
Re:JAAG Enterprises Ltd.
Amendment No. 7 to Registration Statement on Form S-1
Filed October 2, 2023
File No. 333-267995
Dear Jeffrey Chau:
            We have reviewed your amended 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.
Form S-1/A October 3, 2023
Signatures, page 62
1.Please revise to identify the individuals signing in the capacities of your principal
financial officer and principal accounting officer or controller. Refer to Instruction 1
to Signatures on Form S-1.
General
2.Please revise your cover page disclosure, and make corresponding changes elsewhere in
the prospectus, to disclose a fixed price at which the selling stockholders will offer and
sell shares until your shares are listed on a national securities exchange or quoted on the
OTCBB, OTCQX or OTCQB, at which time they may be sold at prevailing market prices.
Refer to Item 501(b)(3) of Regulation S-K.

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 October 10, 2023 Page 2
 FirstName LastName
Jeffrey Chau
JAAG Enterprises Ltd.
October 10, 2023
Page 2
3.We note that on the facing sheet of the Registration Statement you checked the “Emerging
Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934
(“Exchange Act”)” box. Please also revise your registration statement to:
•Describe how and when a company may lose emerging growth company status;
•Briefly describe the various exemptions that are available to you, such as
an exemption from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14(a)and (b) of the Securities Exchange Act of 1934;
•State your election under Section 107(b) of the JOBS Act; oIf you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b),
include a statement that the election is irrevocable; or
oIf you have elected to avail yourself of the extended transition period
for complying with new or revised accounting standards under Section
102(b)(1),provide a risk factor explaining that this election allows you to delay
the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to
private companies. Also state that as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.

Please also include an appropriate risk factor disclosure related to your status as an
emerging growth company.
            Please contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing