SEC Comment Letter 0000000000-23-001665 to Rockstar Capital Group, LLC (CIK 0001951185)
Rockstar Capital Group, LLC (CIK 0001951185)
Date: Feb. 17, 2023 · CIK: 0001951185 · Accession: 0000000000-23-001665
AI Filing Summary & Sentiment
File numbers found in text: 024-12150
Letter
United States securities and exchange commission logo February 17, 2023 Brandon Rooks Chief Executive Officer Rockstar Capital Group, LLC 10333 Windy Trail Bentonville, AR 72712 Re:Rockstar Capital Group, LLC Offering Statement on Form 1-A Filed February 9, 2023 File No. 024-12150 Dear Brandon Rooks: We have reviewed your 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. Offering Statement on Form 1-A filed February 9, 2023 Cover Page 1.We note your disclosure that the "Offering commenced on February 7, 2023." Please see Rule 251(d)(3)(i)(F) which requires a continuous offering to be commenced within two days of the offering statement being qualified. Please clarify this statement or revise. Signatures, page 59 2.Please include the signatures of your principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of your board of directors or other governing body. See Instructions to Signatures to Form 1-A.
FirstName LastNameBrandon Rooks Comapany NameRockstar Capital Group, LLC February 17, 2023 Page 2 FirstName LastName Brandon Rooks Rockstar Capital Group, LLC February 17, 2023 Page 2 Exhibits 3.Please file all applicable exhibits. For example, we note that the legal opinion, and articles of organization have not been included as exhibits. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Laurence J. Pino, Esq.
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United States securities and exchange commission logo
February 17, 2023
Brandon Rooks
Chief Executive Officer
Rockstar Capital Group, LLC
10333 Windy Trail
Bentonville, AR 72712
Re:Rockstar Capital Group, LLC
Offering Statement on Form 1-A
Filed February 9, 2023
File No. 024-12150
Dear Brandon Rooks:
We have reviewed your 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.
Offering Statement on Form 1-A filed February 9, 2023
Cover Page
1.We note your disclosure that the "Offering commenced on February 7, 2023." Please
see Rule 251(d)(3)(i)(F) which requires a continuous offering to be commenced
within two days of the offering statement being qualified. Please clarify this statement or
revise.
Signatures, page 59
2.Please include the signatures of your principal executive officer, principal financial
officer, principal accounting officer, and a majority of the members of your board
of directors or other governing body. See Instructions to Signatures to Form 1-A.
FirstName LastNameBrandon Rooks
Comapany NameRockstar Capital Group, LLC
February 17, 2023 Page 2
FirstName LastName
Brandon Rooks
Rockstar Capital Group, LLC
February 17, 2023
Page 2
Exhibits
3.Please file all applicable exhibits. For example, we note that the legal opinion, and articles
of organization have not been included as exhibits.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Laurence J. Pino, Esq.