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United States securities and exchange commission logo
April 22, 2024
Christopher Werner
Chief Executive Officer
C3 Bullion, Inc.
875 N. Michigan Avenue, Suite 3100
Chicago, IL 60611
Re:C3 Bullion, Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed March 26, 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. Unless we note otherwise,
any references to prior comments are to comments in our March 7, 2024 letter.
Amendment No. 4 to Form 1-A filed March 26, 2024
Cover Page
1.We note your response to prior comment 1 and reissue in part. Specifically, we note that
your revised disclosure now reflects that you intend to apply to have the Shares listed for
trading on the LATINEX or the OTCQB. However, despite deleting certain disclosure, it
appears that there continues to be uncertainty around your ability to meet such listing
standards. Please further revise your disclosure and advise investors of the lack of
liquidity associated with any Shares purchased in this offering and the uncertainty
associated with any future liquidity, given the various listing requirements you will need
to satisfy, such as the preparation of audited financial statements. Consistently revise your
accompanying risk factor beginning with "There has been only a limited public market for
our Shares...." on page 27.
2.We note your revision to the email address of your founder, Christopher Werner, which is
now reflected here and elsewhere as "cwerner@C3Bllion.com." However, elsewhere your

 FirstName LastNameChristopher  Werner
 Comapany NameC3 Bullion, Inc.
 April 22, 2024 Page 2
 FirstName LastName
Christopher  Werner
C3 Bullion, Inc.
April 22, 2024
Page 2
disclosure continues to reflect Mr. Werner's address as "cwerner@C3Bullion.com."
Additionally, other applicable email addresses continue to contain "@C3Bullion.com."
Please revise as applicable to provide the correct email address throughout your offering
circular.
Frequently Asked Questions, page 3
3.We note your response to prior comment 2 and reissue in part. With an eye towards clarity
and consistency, revise your disclosure to explain any redemption, distribution or dividend
feature of the Shares your are offering. In this regard, please revise your disclosure to your
questions titled "What kind of distributions may I expect? and "When will I get my money
back?" to expand your discussion and explain the mechanics of these features and clarify
the source of funds for distributions and repayment to holders of Shares. Further, please
revise to address any references to "distribution to Partners" as these references seem
inappropriate given the conversion of the issuer from a partnership to a corporation.
Offering Circular Summary, page 8
4.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure to make clear the dollar amount of shares placed in the Reg. S offering as of the
date of this offering circular. In this regard, we note that you state in the Offering Circular
Summary on page 8 that $500,000 of Shares in the Reg. S Offering have been
placed. However, under the section titled "Plan of Operation" on page 43, you state that
you have placed approximately $875,000 Shares in the Reg. S Offering. Please reconcile.
Also, revise to disclose the dollar amount sold in your Reg. D offering; in this regard, your
Amended Form D filed on January 12, 2024 indicates that you have sold $725,000 of
Shares.
C. C3's Project Sourcing Artificial Intelligence (AI) Tool, page 37
5.We note your revisions to page 37 including deleting the reference to working in
collaboration with an entity called InferenceFrame to develop a proprietary AI software
solution. Please revise your offering circular to make clear whether you are designing and
developing this AI tool alone or whether you continue to collaborate with any third
parties. In this regard, we note that you business is as a precious mining management
consulting firm.
F. Mine+ Group, page 38
6.Elaborate upon the terms of the engagement you have entered into with Mine+
Group. File any material agreement that reflects these terms as an exhibit, consistent with
Item 17.6 of Form 1-A.

 FirstName LastNameChristopher  Werner
 Comapany NameC3 Bullion, Inc.
 April 22, 2024 Page 3
 FirstName LastName
Christopher  Werner
C3 Bullion, Inc.
April 22, 2024
Page 3
General
7.We note your response to prior comment 5 and reissue. While your amendment here is
reflected as "Amendment No. 3," as indicated in our prior comment, your current
amendment filed March 26, 2024 would be Amendment No. 4. Please mark you next
amendment accurately as "Amendment No. 5."
            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