SEC Comment Letter 0000000000-24-001518 to Trans American Aquaculture, Inc (GRPS) (CIK 0001990446) (GRPS)
Trans American Aquaculture, Inc (GRPS) (CIK 0001990446)
Date: Feb. 8, 2024 · CIK: 0001990446 · Accession: 0000000000-24-001518
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274059
Letter
United States securities and exchange commission logo February 8, 2024 Adam Thomas Chief Executive Officer and Chief Financial Officer Trans American Aquaculture, Inc 1022 Shadyside Lane Dallas, TX 75223 Re:Trans American Aquaculture, Inc Amendment No. 3 to Registration Statement on Form S-1 Filed January 25, 2024 File No. 333-274059 Dear Adam Thomas: 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 December 7, 2023 letter. Amendment No. 3 to Registration Statement on Form S-1 filed January 25, 2024 Government Regulation, page 40 1.We note your revised disclosure in response to previous comment 11 and re-issue the comment in part. Please describe the relevant rules and regulations of the U.S. Food and Drug Administration to which your business is subject in this section of your prospectus. In this regard, including a hyperlink to guidance documents and regulatory information published by the FDA is not sufficient. Financial Statements as of and for the three and nine months ended September 30, 2023 Note 3. Inventory, page F-11 2.In light of the fact that you did not recognize any revenues for the sale of shrimp inventory in the twelve months ended September 30, 2023, please clarify the statement that the net realizable value is based on "subsequent actual sales." In that regard, we reference your
FirstName LastNameAdam Thomas Comapany NameTrans American Aquaculture, Inc February 8, 2024 Page 2 FirstName LastName Adam Thomas Trans American Aquaculture, Inc February 8, 2024 Page 2 statement that the net realizable value is partially based on "anticipated market prices when sold" and the disclosures throughout your filing that shrimp prices have continued to decline since 2022. Also, please expand your accounting policy disclosure to clarify whether feed costs are capitalized and to explain why no inventory valuation reserve is maintained to account for shrimp mortality. Please contact Kristin Lochhead at 202-551-3664 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Brian Higley, Esq
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United States securities and exchange commission logo
February 8, 2024
Adam Thomas
Chief Executive Officer and Chief Financial Officer
Trans American Aquaculture, Inc
1022 Shadyside Lane
Dallas, TX 75223
Re:Trans American Aquaculture, Inc
Amendment No. 3 to Registration Statement on Form S-1
Filed January 25, 2024
File No. 333-274059
Dear Adam Thomas:
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 December 7, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed January 25, 2024
Government Regulation, page 40
1.We note your revised disclosure in response to previous comment 11 and re-issue the
comment in part. Please describe the relevant rules and regulations of the U.S. Food and
Drug Administration to which your business is subject in this section of your prospectus.
In this regard, including a hyperlink to guidance documents and regulatory information
published by the FDA is not sufficient.
Financial Statements as of and for the three and nine months ended September 30, 2023
Note 3. Inventory, page F-11
2.In light of the fact that you did not recognize any revenues for the sale of shrimp inventory
in the twelve months ended September 30, 2023, please clarify the statement that the net
realizable value is based on "subsequent actual sales." In that regard, we reference your
FirstName LastNameAdam Thomas
Comapany NameTrans American Aquaculture, Inc
February 8, 2024 Page 2
FirstName LastName
Adam Thomas
Trans American Aquaculture, Inc
February 8, 2024
Page 2
statement that the net realizable value is partially based on "anticipated market prices
when sold" and the disclosures throughout your filing that shrimp prices have continued to
decline since 2022. Also, please expand your accounting policy disclosure to clarify
whether feed costs are capitalized and to explain why no inventory valuation reserve is
maintained to account for shrimp mortality.
Please contact Kristin Lochhead at 202-551-3664 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Brian Higley, Esq