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Correspondence 0001493152-23-020912 from Tron Inc. (TRON)

Tron Inc.
Date: June 12, 2023 · CIK: 0001956744 · Accession: 0001493152-23-020912

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File numbers found in text: 333-272250

Date
June 12, 2023
Author
SRM
Form
CORRESP
Company
Tron Inc.

Letter

VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Re: Re: SRM Entertainment, Inc. Registration Statement on Form S-1 Filed on May 26, 2023 CIK No. 0001956744 File No. 333-272250

Dear Mr. Donahue and Ms. Timmons-Pierce,

On behalf of SRM Entertainment, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to the undersigned on June 9, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the Commission on May 26, 2023.

For convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the restated comments. An amendment to the Registration Statement (“Amendment No. 1”) reflecting changes made in response to the Staff’s comments, along with changes made to update certain other information in the Registration Statement, is being filed concurrently with this letter. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

Registration Statement on Form S-1

Unaudited Pro Forma Condensed Combined Financial Statements, page 48

1. We note your disclosure of the pro forma balance sheet as of March 31, 2023. The historical balances of prepaid expenses and deposits and inventory for SRM Limited on the pro forma balance sheet are not consistent with the balances from the balance sheet on page F-21. In addition, those line items in the pro forma column do not appear to sum up correctly. Please revise the disclosure to eliminate the inconsistencies.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 and F-21 of Amendment No. 1.

Unaudited Interim Financial Statements of S.R.M Entertainment Limited

Note 2: Significant Accounting Policies - Net Loss Per Share of Common Stock , page F-26

2. Please revise the table on page F-26 to correctly indicate that you are presenting information for the three months ended March 31, 2023 and 2022, respectively.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page F-26 of Amendment No. 1.

General

3. We note that Section 1.3 of the license agreement filed as Exhibit 10.6 grants you a license to develop art for an NFT. Please revise your disclosure to clarify whether you have any business plans with respect to NFTs.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 62 of Amendment No. 1. Accordingly, the Company respectfully advises the Staff that the Company has no business plans with respect to NFTs.

SRM Entertainment, Inc.

June 12, 2023

Page

Please do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence or on the Registration Statement, concurrently submitted herewith. Thank you.

Sincerely,
SRM
Entertainment, Inc.

Show Raw Text
CORRESP
1
filename1.htm

SRM
ENTERTAINMENT, INC.

1061
E Indiantown Road, Suite 110

Jupiter,
FL 33477

Tel:
(212) 930-9700

June
12, 2023

VIA
EDGAR

Erin
Donahue and Asia Timmons-Pierce

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Re:
    SRM Entertainment, Inc.

    Registration
    Statement on Form S-1 Filed on May 26, 2023

    CIK
    No. 0001956744

    File
    No. 333-272250

Dear
Mr. Donahue and Ms. Timmons-Pierce,

On
behalf of SRM Entertainment, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to
the undersigned on June 9, 2023, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”),
which was filed with the Commission on May 26, 2023.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. An amendment to the Registration Statement (“Amendment No. 1”) reflecting changes made in response to
the Staff’s comments, along with changes made to update certain other information in the Registration Statement, is being filed concurrently with this letter. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

Registration
Statement on Form S-1

Unaudited
Pro Forma Condensed Combined Financial Statements, page 48

1. We
                                            note your disclosure of the pro forma balance sheet as of March 31, 2023. The historical
                                            balances of prepaid expenses and deposits and inventory for SRM Limited on the pro forma
                                            balance sheet are not consistent with the balances from the balance sheet on page F-21. In
                                            addition, those line items in the pro forma column do not appear to sum up correctly. Please
                                            revise the disclosure to eliminate the inconsistencies.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 and F-21 of Amendment No. 1.

Unaudited
Interim Financial Statements of S.R.M Entertainment Limited

Note
2: Significant Accounting Policies - Net Loss Per Share of Common Stock , page F-26

2. Please
                                            revise the table on page F-26 to correctly indicate that you are presenting information for
                                            the three months ended March 31, 2023 and 2022, respectively.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-26 of Amendment No. 1.

General

3. We
                                            note that Section 1.3 of the license agreement filed as Exhibit 10.6 grants you a license
                                            to develop art for an NFT. Please revise your disclosure to clarify whether you have any
                                            business plans with respect to NFTs.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 62 of Amendment No. 1. Accordingly,
the Company respectfully advises the Staff that the Company has no business plans with respect to NFTs.

SRM
Entertainment, Inc.

June
12, 2023

Page
2

Please
do not hesitate to contact our counsel Arthur Marcus at (212) 930-9700 with any questions or comments regarding this correspondence or
on the Registration Statement, concurrently submitted herewith. Thank you.

    Sincerely,

    SRM
    Entertainment, Inc.

    By:

    /s/
    Richard Miller

    Richard
    Miller

    Chief Executive
    Officer

    cc:
    Stephany
    Yang and Martin James, Securities and Exchange Commission

    Arthur Marcus,
    Esq., Sichenzia Ross Ference LLP