SEC Comment Letter 0000000000-24-002695 to REELCAUSE INC (RCIT) (CIK 0002008670)
REELCAUSE INC (RCIT) (CIK 0002008670)
Date: March 12, 2024 · CIK: 0002008670 · Accession: 0000000000-24-002695
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File numbers found in text: 000-56627
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United States securities and exchange commission logo
March 12, 2024
Gyuheyn Jeon
Chief Executive Officer
Reelcause Inc.
4760 S. Pecos Road, Suite 103
Las Vegas, NV 89121
Re:Reelcause Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed February 29, 2024
File No. 000-56627
Dear Gyuheyn Jeon:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
From 10-12G/A filed on February 29, 2024
Risk Factors, page 7
1.We note your response to comment 1 and reissue in part. Your disclosure states that
members of management are not required to commit full time to the company and that
they are currently engaged in other business endeavors. Please revise to state how many
other companies and/or business endeavors your officers and directors are
currently involved with. Please also update the biographical information in Item 5 to
reflect other current business endeavors.
The Company's executive officers are in a position to influence certain actions requiring
shareholder vote, page 12
2.We note your response to comment 4 and reissue in part. Please reconcile disclosure in
this risk factor stating that shares of preferred stock have super-voting provisions with
disclosure under "Preferred Stock" on page 24 which indicates that Series A Preferred has
FirstName LastNameGyuheyn Jeon
Comapany NameReelcause Inc.
March 12, 2024 Page 2
FirstName LastName
Gyuheyn Jeon
Reelcause Inc.
March 12, 2024
Page 2
one vote. In this regard, we also note that Article 3 of the company's charter indicates that
any preferred stock will vote on a share-for-share basis with the common stock on any
matter for which the preferred stock has voting rights.
Financial Statements, page F-1
3.Please revise to update your financial statements and related disclosures to comply with
Rule 8-08 of Regulation S-X.
General
4.We note your response to comment 8 that your CEO/CFO is located in Korea. Please
revise to disclose this, and note that if any of your officers or directors are controlled by
or have substantial ties with a non-U.S. person this could impact your ability to complete
an acquisition. Please include risk factor disclosure in your registration statement that
addresses this fact. For instance, discuss the risk to investors that you may not be able to
complete an acquisition with a U.S. target company should the transaction be subject to
review by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of
potential targets with which you could complete an acquisition may be limited.
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.
Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: William B. Barnett, Esq.