SEC Comment Letter 0000000000-23-001850 to Rockstar Capital Group, LLC (CIK 0001951185)
Rockstar Capital Group, LLC (CIK 0001951185)
Date: Feb. 24, 2023 · CIK: 0001951185 · Accession: 0000000000-23-001850
AI Filing Summary & Sentiment
File numbers found in text: 024-12150
Letter
United States securities and exchange commission logo February 24, 2023 Brandon Rooks Chief Executive Officer Rockstar Capital Group, LLC 10333 Windy Trail Bentonville, AR 72712 Re:Rockstar Capital Group, LLC Amendment No. 1 to Form 1-A Filed February 22, 2023 File No. 024-12150 Dear Brandon Rooks: 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 February 17, 2023 letter. Amendment No. 1 to Form 1-A filed February 22, 2023 Cover Page 1.We note the revisions made in response to comment 1. Please confirm, if true, that the offering did not commence on the date the initial Form 1-A was filed. Directors, Executive Officers and Significant Employees, page 39 2.We note that you added Kevin Hicks as your Chief Financial Officer/Chief Accounting Officer. Please provide the disclosure required by Item 10(c) of Form 1-A.
FirstName LastNameBrandon Rooks Comapany NameRockstar Capital Group, LLC February 24, 2023 Page 2 FirstName LastName Brandon Rooks Rockstar Capital Group, LLC February 24, 2023 Page 2 Exhibits 3.We note that the legality opinion filed as exhibit 12 does not actually include the opinion or the consent of your legal counsel. Please file a revised legality opinion and consent. See Item 17 (11) and (12) of Form 1-A and Staff Legal Bulletin No. 19 for guidance. 4.In addition, we note that the certificate of organization only provides the certification and does not provide the attached certificate of organization. Please file the complete certificate of organization. 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 24, 2023
Brandon Rooks
Chief Executive Officer
Rockstar Capital Group, LLC
10333 Windy Trail
Bentonville, AR 72712
Re:Rockstar Capital Group, LLC
Amendment No. 1 to Form 1-A
Filed February 22, 2023
File No. 024-12150
Dear Brandon Rooks:
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 February 17, 2023 letter.
Amendment No. 1 to Form 1-A filed February 22, 2023
Cover Page
1.We note the revisions made in response to comment 1. Please confirm, if true, that the
offering did not commence on the date the initial Form 1-A was filed.
Directors, Executive Officers and Significant Employees, page 39
2.We note that you added Kevin Hicks as your Chief Financial Officer/Chief Accounting
Officer. Please provide the disclosure required by Item 10(c) of Form 1-A.
FirstName LastNameBrandon Rooks
Comapany NameRockstar Capital Group, LLC
February 24, 2023 Page 2
FirstName LastName
Brandon Rooks
Rockstar Capital Group, LLC
February 24, 2023
Page 2
Exhibits
3.We note that the legality opinion filed as exhibit 12 does not actually include the opinion
or the consent of your legal counsel. Please file a revised legality opinion and consent. See
Item 17 (11) and (12) of Form 1-A and Staff Legal Bulletin No. 19 for guidance.
4.In addition, we note that the certificate of organization only provides the certification and
does not provide the attached certificate of organization. Please file the complete
certificate of organization.
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.