SEC Comment Letter 0000000000-24-003582 to BloomZ Inc. (BLMZ) (CIK 0001984014) (BLMZF)
BloomZ Inc. (BLMZ) (CIK 0001984014)
Date: April 3, 2024 · CIK: 0001984014 · Accession: 0000000000-24-003582
AI Filing Summary & Sentiment
File numbers found in text: 333-275223
Letter
United States securities and exchange commission logo April 3, 2024 Kazusa Aranami Chief Executive Officer BloomZ Inc. Toyo Recording 1F, 4-5-19 Akasaka Minato-ku, Tokyo 107-0052 Japan Re:BloomZ Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed March 20, 2024 File No. 333-275223 Dear Kazusa Aranami: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration 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 registration 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 January 16, 2024 letter. Amendment No. 2 to Form F-1 filed March 20, 2024 General 1.We note that the size of the resale component is double the size of the primary offering. Please tell us why you are registering the resale offering at this time and how you determined the number of ordinary shares being registered in connection with the resale offering. Please also disclose the details of the transaction(s) in which the selling shareholders received the shares covered by the resale prospectus and the length of time the selling shareholders have held the shares, with a view to understanding whether the resale portion of the offering should be deemed an indirect primary being conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations.
FirstName LastNameKazusa Aranami Comapany NameBloomZ Inc. April 3, 2024 Page 2 FirstName LastName Kazusa Aranami BloomZ Inc. April 3, 2024 Page 2 2.Revise to disclose the natural person(s) that exercise voting and/or dispositive power over the shares held by the entities listed on page Alt-3 and in the footnotes. Please also disclose whether any of the natural persons have had a material relationship with the company or any of its predecessors or affiliates within the past three years. Refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations. Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Ying Li
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United States securities and exchange commission logo
April 3, 2024
Kazusa Aranami
Chief Executive Officer
BloomZ Inc.
Toyo Recording 1F, 4-5-19 Akasaka
Minato-ku, Tokyo 107-0052
Japan
Re:BloomZ Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed March 20, 2024
File No. 333-275223
Dear Kazusa Aranami:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration 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 registration 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 January 16, 2024 letter.
Amendment No. 2 to Form F-1 filed March 20, 2024
General
1.We note that the size of the resale component is double the size of the primary offering.
Please tell us why you are registering the resale offering at this time and how you
determined the number of ordinary shares being registered in connection with the resale
offering. Please also disclose the details of the transaction(s) in which the selling
shareholders received the shares covered by the resale prospectus and the length of time
the selling shareholders have held the shares, with a view to understanding whether the
resale portion of the offering should be deemed an indirect primary being conducted by or
on behalf of the issuer, consistent with Question 612.09 of our Securities Act Rule
Compliance and Disclosure Interpretations.
FirstName LastNameKazusa Aranami
Comapany NameBloomZ Inc.
April 3, 2024 Page 2
FirstName LastName
Kazusa Aranami
BloomZ Inc.
April 3, 2024
Page 2
2.Revise to disclose the natural person(s) that exercise voting and/or dispositive power over
the shares held by the entities listed on page Alt-3 and in the footnotes. Please also
disclose whether any of the natural persons have had a material relationship with the
company or any of its predecessors or affiliates within the past three years. Refer to
Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.
Please contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Ying Li