Correspondence 0001213900-24-070682 from Tunick Brian (CIK 0002021270)
Tunick Brian (CIK 0002021270)
Date: Aug. 19, 2024 · CIK: 0002021270 · Accession: 0001213900-24-070682
AI Filing Summary & Sentiment
Referenced dates: July 31, 2024
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions Washington, D.C. 20549 Attention: Shane Callaghan CallaghanS@sec.gov
Dear Mr. Callaghan:
I am writing on behalf of Brian Tunick in response to the letter he received from the Division of Corporate Finance Office of Mergers and Acquisitions (the “Division”) dated August 2, 2024 (the “Second Comment Letter”) regarding the amended Schedule 13D filed by Mr. Tunick on July 30,2024 regarding his holdings in CEA Industries Inc. (CEA). Mr. Tunick filed the original Schedule 13D on April 25, 2024 and received a comment letter from the Division on May 29, 2024 (the “First Comment Letter”). In response to the First Comment Letter Mr. Tunick filed the aforementioned amended Schedule 13D and a response to the comment letter dated July 31, 2024 (the “First Response”). By means of this letter Mr. Tunick will respond to the Second Comment Letter and supplement the First Response. I will address each of the items in the Second Comment Letter below.
1. The Second Comment Letter points out that in the First Response “Mr. Tunick acknowledges that he miscalculated” when his ownership of CEA reached the 5% level and asks when that occurred. Mr. Tunick has determined that his ownership of CEA reached 5% on March 28, 2024. He should have filed Schedule 13D within 5 business days of that date. Not realizing his holdings had exceeded the 5% level until April 11, 2024, as well as some difficulty in obtaining the access codes needed for the EDGAR filing were the reasons for the late filing.
2. The Second Comment Letter noted that Item 5(c) of the amended Schedule 13D was incorrectly answered. Mr. Tunick is filing a second amended Schedule 13D to correct the answer to item 5(c) and include as an exhibit his transactions in CEA Common Stock in sixty days prior to the filing of the amended Schedule 13D.
We believe this, along with the amended Schedule 13D being filed, addresses the issues raised in the Second Comment Letter. If you have any questions, please do not hesitate to contact me.
Sincerely,
/s/ David Barclay
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CORRESP 1 filename1.htm David Barclay Attorney at Law 2743 Fox River Lane Naperville, Illinois 60565 Phone: (630) 697-9069 Email: DBarclay@eqtc.com August 19, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions Washington, D.C. 20549 Attention: Shane Callaghan CallaghanS@sec.gov Dear Mr. Callaghan: I am writing on behalf of Brian Tunick in response to the letter he received from the Division of Corporate Finance Office of Mergers and Acquisitions (the “Division”) dated August 2, 2024 (the “Second Comment Letter”) regarding the amended Schedule 13D filed by Mr. Tunick on July 30,2024 regarding his holdings in CEA Industries Inc. (CEA). Mr. Tunick filed the original Schedule 13D on April 25, 2024 and received a comment letter from the Division on May 29, 2024 (the “First Comment Letter”). In response to the First Comment Letter Mr. Tunick filed the aforementioned amended Schedule 13D and a response to the comment letter dated July 31, 2024 (the “First Response”). By means of this letter Mr. Tunick will respond to the Second Comment Letter and supplement the First Response. I will address each of the items in the Second Comment Letter below. 1. The Second Comment Letter points out that in the First Response “Mr. Tunick acknowledges that he miscalculated” when his ownership of CEA reached the 5% level and asks when that occurred. Mr. Tunick has determined that his ownership of CEA reached 5% on March 28, 2024. He should have filed Schedule 13D within 5 business days of that date. Not realizing his holdings had exceeded the 5% level until April 11, 2024, as well as some difficulty in obtaining the access codes needed for the EDGAR filing were the reasons for the late filing. 2. The Second Comment Letter noted that Item 5(c) of the amended Schedule 13D was incorrectly answered. Mr. Tunick is filing a second amended Schedule 13D to correct the answer to item 5(c) and include as an exhibit his transactions in CEA Common Stock in sixty days prior to the filing of the amended Schedule 13D. We believe this, along with the amended Schedule 13D being filed, addresses the issues raised in the Second Comment Letter. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ David Barclay David Barclay Attorney for Brian Tunick cc: Brian Tunick