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
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File numbers found in text: 333-267995
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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