SecProbe.io

United States securities and exchange commission logo
March 7, 2024
Christopher Werner
Chief Executive Officer
C3 Bullion, Inc.
875 N. Michigan Avenue, Suite 3100
Chicago, IL 60611
Re:C3 Bullion, Inc.
Amendment No. 3 to Offering Statement on Form 1-A
Filed February 15, 2024
File No. 024-12367
Dear Christopher Werner:
            We have reviewed your amended offering statement and have the following comment(s).
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Form 1-A filed February 15, 2024
Cover page
1.You state an intention to apply to have the Shares you are offering listed on NCM, the
OTCQB or LATINEX, however, you also state that there is no assurance or guarantee that
you will ever file for listing and, if you apply, you will not apply until the offering is
completed. Given the uncertainty around your intent to seek to list, as well as the
uncertainty around your ability to meet such listing standards, revise to remove this
disclosure and advise investors of the lack of liquidity associated with any Shares
purchased in this offering. Consistently revise your accompanying risk factor on page
28.
Frequently Asked Questions, page 3
2.You include questions such as "What kind of distributions may I expect?" and "When will
I get my money back?" the answers to which seem to assure investors that you will be
paying distributions or dividends and investors will have the ability to redeem their shares

 FirstName LastNameChristopher  Werner
 Comapany NameC3 Bullion, Inc.
 March 7, 2024 Page 2
 FirstName LastNameChristopher  Werner
C3 Bullion, Inc.
March 7, 2024
Page 2
in return for consideration in the future. Revise to enhance the answers to these questions
to explain the mechanics of these features and clarify the source of funds for distributions
and repayment to holders of Shares. As a related matter, you refer to "distributions to
Partners" in your offering circular and these references seem inappropriate given the
conversion of the issuer from a partnership to a corporation. Also, your disclosure
elsewhere is inconsistent as to when you might pay distributions and the source of such
distributions; for example, you state on page 35 that you will pay dividends "with gold in
physical form to our Shareholders who request it." Substantially revise your disclosure to
explain any redemption, distribution or dividend features of the Shares you are offering.
Offering Circular Summary, page 6
3.You reference offerings under Regulations D and S for up to 500,000 Shares on page 9
and elsewhere in your offering circular. Revise your disclosure to discuss your private
offerings in more detail. In that regard, explain whether these offerings are concurrent
with your Regulation A offering and identify the class of securities that you are selling in
each offering, the amount you seek to raise, the amount you have raised thus far and the
proposed use of proceeds.
Offering Circular
Description of Business and Plan of Operation, page 33
4.Please revise your disclosure here and elsewhere throughout your Offering Circular as
appropriate to discuss your relationship to C3 Capital, Inc. dba C3 Bullion, an entity that
appears to be your affiliate and appears to have been engaged, or may still be engaged, in
a similar business. Differentiate your business from that of your affiliate, if applicable.
General
5.In your next amendment to this Form 1-A, please revise your filing to accurately reflect
the amendment number filed as well as the date of the amendment. In this regard, we note
that the cover page of the Offering Circular to your most recent amendment filed February
15, 2024 reflects that filing to be "Amendment No. 1" and is dated "January 17, 2024."
However, it appears that this amendment would be "Amendment No. 3" as you filed two
subsequent amendments both dated January 17, 2024 and filed January 19, 2024 and
January 22, 2024, respectively, to this Form 1-A.
6.We note that your website www.C3Bullion.com, while not incorporated by reference into
this offering circular, reflects a relationship with an entity/platform called "Securitize" that
is described as "FINRA approved project fundraising" and "[t]he new gold standard for
management consulting and precious metals/mineral backed digital assets." Further, this
section of the website provides a "Find Out More" button linking to the Securitize
website, securitize.io/invest. Please tell us more about your relationship with Securitize,
including what role it has in this offering or in your business. We note that Securitize
appears to offer investments in private investment vehicles as well as public equities and

 FirstName LastNameChristopher  Werner
 Comapany NameC3 Bullion, Inc.
 March 7, 2024 Page 3
 FirstName LastName
Christopher  Werner
C3 Bullion, Inc.
March 7, 2024
Page 3
is also engaged in "tokenizing real-world assets (RWA)" resulting in the registration of
ownership rights on the blockchain. Please tell us how your offering and this
issuer relate to Securitize and revise your disclosure as appropriate.
            Please contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       James R. Simmons