SEC Company Response from Thoughtful Media Group Inc. (CIK 0001991879) — Jul 11, 2025
Thoughtful Media Group Inc. (CIK 0001991879)
Date: July 11, 2025 · CIK: 0001991879 · Accession: 0001641172-25-018704
AI Filing Summary & Sentiment
File numbers found in text: 333-281589
Referenced dates: January 24, 2025
Letter
Lawrence Venick
Partner
2206-19 Jardine House
Connaught Place Central
Hong Kong, SAR
Direct +852.3923.1188
Main +852.3923.1111
Fax +852.3923.1100
lvenick@loeb.com
Via EDGAR
July 11, 2025
Mr. Nasreen Mohammed/Mr. Doug Jones/Ms. Rebekah Reed/Ms. Mara Ransom
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re: Thoughtful Media Group Inc. (the “Company”)
Amendment No.9 to Registration Statement on Form S-1
Filed June 12, 2025
e No. 333-281589
Ladies and Gentlemen:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 24, 2025 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form S-1 (the “Form S-1”). We have filed an amendment No. 10 to the Form S-1 (the “Amendment”) in response to the Staff’s comments.
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Amendment No. 9 to Registration Statement on Form S-1 filed June 12, 2025
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page
1. We note that your premium digital advertising revenues and multi-channel network revenues declined 33.67% and 35.04% year-over-year, respectively, for the three months ended March 31, 2025. To the extent the underlying reasons (i.e., “fewer new projects from subsidiaries in Vietnam and Indonesia” and changes in YouTube-related trends and policies) constitute known trends or uncertainties, please describe them in further detail. Refer to Item 303(b)(2)(ii) of Regulation S-K. Please also disclose where appropriate the percentage of MCN revenues derived from YouTube.
Response: The Company has amended page 44 of the Amendment in response to the comments
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.
Sincerely,
/s/
Lawrence S. Venick
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filename1.htm
Lawrence
Venick
Partner
2206-19
Jardine House
1
Connaught Place Central
Hong
Kong, SAR
Direct
+852.3923.1188
Main
+852.3923.1111
Fax
+852.3923.1100
lvenick@loeb.com
Via
EDGAR
July
11, 2025
Mr.
Nasreen Mohammed/Mr. Doug Jones/Ms. Rebekah Reed/Ms. Mara Ransom
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Re:
Thoughtful
Media Group Inc. (the “Company”)
Amendment
No.9 to Registration Statement on Form S-1
Filed
June 12, 2025
e
No. 333-281589
Ladies
and Gentlemen:
As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 24, 2025 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Registration Statement on Form S-1 (the “Form S-1”). We have filed an amendment No. 10 to the Form S-1 (the
“Amendment”) in response to the Staff’s comments.
For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.
Amendment
No. 9 to Registration Statement on Form S-1 filed June 12, 2025
Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
page
37
1.
We
note that your premium digital advertising revenues and multi-channel network revenues declined 33.67% and 35.04% year-over-year,
respectively, for the three months ended March 31, 2025. To the extent the underlying reasons (i.e., “fewer new projects from
subsidiaries in Vietnam and Indonesia” and changes in YouTube-related trends and policies) constitute known trends or uncertainties,
please describe them in further detail. Refer to Item 303(b)(2)(ii) of Regulation S-K. Please also disclose where appropriate the
percentage of MCN revenues derived from YouTube.
Response:
The Company has amended page 44 of the Amendment in response to the comments
*
* *
Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.
Sincerely,
/s/
Lawrence S. Venick
Lawrence
Venick
Partner
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