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Correspondence 0001493152-25-004663 from JFB Construction Holdings (JFB) (CIK 0002024306) (JFB)

JFB Construction Holdings (JFB) (CIK 0002024306)
Date: Feb. 3, 2025 · CIK: 0002024306 · Accession: 0001493152-25-004663

AI Filing Summary & Sentiment

Referenced dates: January 30, 2025

Date
February 3, 2025
Author
AUSTIN LEGAL GROUP, APC
Form
CORRESP
Company
JFB Construction Holdings (JFB) (CIK 0002024306)

Letter

Division of Corporate Finance Office of Real Estate & Construction Attn: Dorrie Yale and Catherine De Lorenzo Re: JFB Construction Holdings Registration Statement on Form S-1/A Submitted January 31, 2025 CIK No.: 0002024306

Dear Ms. Yale and De Lorenzo:

Please see below for responses to the Division’s letter dated January 30, 2025 regarding the above captioned matter. All comments have been addressed in the Registration Statement on Form S-1, filed January 31, 2025 (“Amendment”) and/or as further herein detailed.

Amendment No. 3 to Form S-1

Executive and Director Compensation, page 52

1. Please update the executive compensation disclosure for the fiscal year ended December 31, 2024. See Rule 402 of Regulation S-K and Questions 117.05 and 217.11 of the Compliance & Disclosure Interpretations of Regulation S-K.

Response: The Company acknowledges the Staff’s comments and has updated the Executive and Director Compensation section to include information as of December 31, 2024.

Exhibits

2. We refer to your Exhibit 5.1. Please request your counsel to provide an updated legal opinion which opines on the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities.

Response: The Company acknowledges the Staff’s comments and confirms that counsel has provided an updated legal opinion that includes the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities, attached as Exhibit 5.1 to the Amendment.

If you have any questions relating to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

Sincerely,
AUSTIN LEGAL GROUP, APC

Show Raw Text
CORRESP
1
filename1.htm

    Austin Legal Group, APC

    Lawyers

    3990 Old Town Ave, Ste A-101

    San Diego, CA 92110

    Telephone

    (619) 924-9600

    Facsimile
    Writer’s Email:

    (619) 881-0045
    gaustin@austinlegalgroup.com

February 3, 2025

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Dorrie Yale and Catherine De Lorenzo

    Re:
    JFB Construction Holdings

    Registration Statement on Form S-1/A Submitted January 31, 2025

    CIK No.: 0002024306

Dear Ms. Yale and De Lorenzo:

Please see below for responses
to the Division’s letter dated January 30, 2025 regarding the above captioned matter. All comments have been addressed in the Registration
Statement on Form S-1, filed January 31, 2025 (“Amendment”) and/or as further herein detailed.

Amendment No. 3 to Form S-1

Executive and Director Compensation, page 52

    1.
    Please update the executive compensation disclosure for the fiscal year ended December 31, 2024. See Rule 402 of Regulation S-K and Questions 117.05 and 217.11 of the Compliance & Disclosure Interpretations of Regulation S-K.

    Response:
    The Company acknowledges the Staff’s comments and has updated the Executive and Director Compensation section to include information as of December 31, 2024.

Exhibits

    2.
    We refer to your Exhibit 5.1. Please request your counsel to provide an updated legal opinion which opines on the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities.

    Response:
    The Company acknowledges the Staff’s comments and confirms that counsel has provided an updated legal opinion that includes the legality of the units that may be issued pursuant to the underwriters’ over-allotment option and the underlying securities, attached as Exhibit 5.1 to the Amendment.

If you have any questions relating
to any of the foregoing, please contact Gina Austin, Esq. of Austin Legal Group, APC at (619) 924-9600.

    Sincerely,

    AUSTIN LEGAL GROUP, APC

    /s/ Gina Austin, Esq.

    Gina Austin, Esq.