SecProbe.io

July 5, 2024
Andrew Green
Chief Executive Officer
Acme Atronomatic Inc.
111 W Jefferson Street
Suite 200
Orlando, Florida 32801
Re:Acme Atronomatic Inc.
Offering Statement on Form 1-A
Filed June 7, 2024
File No. 024-12445
Dear Andrew Green:
            We have conducted a limited review of your registration statement and have the following
comments.
            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.
Offering Statement on Form 1-A
Preliminary Offering Circular Dated June 6, 2024, page 1
1.Please revise to more clearly include the total proceeds reflecting the value of the bonus
shares and StartEngine Primary shares. Confirm your understanding that the bonus shares
as well as transaction fees paid by investors to StartEngine Primary, LLC will count
against your $75 million offering cap under Rule 251(a)(2) and disclose the same in an
appropriate place in your filing.  Additionally, please confirm that transaction fees paid by
investors to StartEngine Primary, LLC will be included in the aggregate purchase price
paid by an investor when calculating the maximum amount non-accredited investors may
invest under Rule 251(d)(2)(i)(C), and disclose the same in an appropriate place in your
filing.

July 5, 2024
Page 2
The company may undertake one or more closings on a rolling basis, page 2
2.We note your disclosure regarding rolling closings and that your subscription agreement
gives the company unlimited discretion to accept or reject subscriptions. Please provide
expanded disclosure regarding your rolling closings, including when the initial closing
will occur, how you will inform investors of the closings, and whether you may terminate
the offering without ever having a closing. Please also provide disclosure regarding the
details of your process for accepting or rejecting subscriptions, including how soon after
receipt of a subscription you will accept or reject such subscription, what factors will go
into deciding whether to accept or reject a subscription, and the process for returning
proceeds to investors for subscriptions that are rejected. As it appears that you have an
undetermined time to process subscription requests and can reject a subscription for any
reason, an undetermined time to have the initial closing, and may terminate the offering at
any time, please also provide us your analysis as to whether your offering should be
considered to be an impermissible delayed offering and not a continuous offering within
the meaning of Rule 251(d)(3)(i)(F) of Regulation A. Please note that Rule
251(d)(3)(i)(F), which is limited to offerings that commence within two calendar days
after qualification and are made on a continuous basis during the offering period, does not
allow for delayed offerings. Furthermore, in a continuous offering, an issuer must be
ready and willing to sell the aggregate amount of securities qualified at all times.
Commissions, Discounts, Expenses and Fees, page 16
3.We note your disclosure regarding the processing fees due to StartEngine Primary, LLC
on page 2 that "to the extent any investor invests more than $20,000, [the company] will
pay the balance of such 3% fee" such that investors that invest more than $20,000 will not
pay such processing fees. It is unclear to us how your proposed offering price will be set
"at a fixed price" as required by Rule 251(d)(3)(ii) of Regulation A. Rule 251(d)(3)(ii)
prohibits at the market offerings and in doing so defines such an offering as "an offering
of equity securities into an existing trading market for outstanding shares of the same
class at other than a fixed price." One fixed price is therefore required at qualification of
securities so qualified. Please provide us with your detailed legal analysis as to how your
proposed pricing structure as it relates to the transaction fees is in compliance with Rule
251(d)(3)(ii). In addition, please revise for consistency throughout concerning the waiver
of transaction fees, including the section titled Commissions, Discounts, Expenses and
Fees on page 16. Please confirm your understanding that such waiver of transaction fees
is included in the valuation of bonuses and will count against your $75 million offering
cap under Rule 251(a)(2) and disclose the same in appropriate places in your filing.
Bonus Shares and Perks, page 17
4.Please disclose more descriptions of each of the perks, including but not limited to (i)
whether there are any restrictions on how the perks may be used, (ii) an estimate of the
value of the non-monetary investor perks, (iii) how you determined that value, (iv)
whether the perks may be sold or transferred, (v) what happens to perks for tier 4, tier 5,
tier 6, tier 8 and/or tier 9 if you do not launch additional satellites and how this would
impact the perks’ value, and (vi) whether the perks change the value of the offered
securities.

July 5, 2024
Page 3
5.Clarify how the bonus will be calculated in the event an investor purchases shares more
than once. We note the following language from the StartEngine website,
www.startengine.com, which information is not prominently included in the offering
statement, that "[m]ultiple investments in an offering cannot be combined to qualify for a
larger campaign perk." It appears that the information contained on the StartEngine
website is “testing the waters material” as described in Item 17(13) of Part III of Form 1-
A. Please file the materials, including press releases, as exhibits to your filing, or tell us
why you believe it is substantively the same as information provided in the offering
statement or other filed materials. In addition, please revise your disclosure in Part I so
that it is consistent with your use of testing the waters materials. In this regard, we note
that, in Item 4 of Part I of your Form 1-A, you indicate that you have not used solicitation
of interest communications in connection with the proposed offering. It also appears that
such website includes information that is not included in your offering circular, including
information regarding the indication of interest received, such as a comment from the
company's Chief Executive Officer that there "were a few thousand investors." If material,
please disclose in the offering circular the indication of interest received, and clarify, if
true, that such indication of interest is not binding. Similarly, if material, please disclose
in your offering circular the restrictions on perks as described on the website.
6.With respect to your testing-the-waters materials, please also refer to Rule 255(d), which
requires that if solicitation of interest materials are used after the public filing of the
offering statement and such solicitation of interest materials contain information that is
inaccurate or inadequate in any material respect, then revised solicitation of interest
materials must be redistributed in a substantially similar manner as such materials were
originally distributed.
7.Please clarify whether the loyalty bonus is limited to 5% bonus shares if an investor is
both a prior investor and MyRadar Subscriber (i.e. not 10%).
The 10% StartEngine Venture Club Bonus, page 18
8.Clearly explain how and under what conditions investors are eligible for the StartEngine
Crowdfunding Inc. Venture Club Bonus.
Use of Proceeds to Issuer, page 20
9.The use of proceeds information on page 20 appears to reflect a 3.5% transaction fee, not
a 3% transaction fee as disclosed elsewhere in the offering circular. Please reconcile.
Additionally, clarify whether the "Investor Fees" include the waived fees paid by the
company.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Net Revenue Source, page 26
10.We note your disclosure that data sales accounted for $599,638 of net revenue for the year
ended December 31, 2023. Please refer to Item 17(6)(a) of Form 1-A which requires that
an issuer file material contracts in which the issuer is a party or has a beneficial interest as
exhibits to the offering circular.

July 5, 2024
Page 4
Securities Being Offered, page 33
11.Please provide a more complete description of how the 1,973,334 bonus share figure is
calculated. It is unclear whether a certain amount of bonus shares are allocated to the
testing the waters bonus, volume-based bonuses, loyalty bonus, and StartEngine Venture
Club bonus. In the event any of the bonuses are oversubscribed, how would the shares be
allocated in accordance with the existing bonus share structure? Please disclose how you
will notify potential investors that the maximum number of bonus shares have already
been issued and are no longer available.
General
12.Please explain to us how the following disclosure that appears on the StartEngine website,
www.startengine.com/offering/acmeatronomatic, is consistent with Rule 255(d) of
Regulation A: “feel free to reserve your shares now! There’s a 5% bonus for people who
reserve interest during this period."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology