SEC Comment Letter 0000000000-24-012181 to CALLAN JMB INC. (CJMB)
CALLAN JMB INC.
Date: Nov. 1, 2024 · CIK: 0002032545 · Accession: 0000000000-24-012181
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282879
Letter
November 1, 2024 Wayne Williams Chief Executive Officer Callan JMB Inc. 244 Flightline Drive Spring Branch, Texas 78070-6241 Re:Callan JMB Inc. Registration Statement on Form S-1 Filed October 29, 2024 File No. 333-282879 Dear Wayne Williams: We have reviewed your 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. Registration Statement on Form S-1 Dilution, page 33 1.Your table on page 34 under the header "total consideration" paid by existing stockholders appears to reflect your historical net tangible book value as of June 30, 2024, rather than consideration paid for shares purchased by existing stockholders. Please revise or advise accordingly. Executive Compensation Employment Agreements, page 57 2.For each employment agreement, please disclose the performance goals for the incentive bonus.
November 1, 2024 Page 2 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Barry Biggar
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November 1, 2024
Wayne Williams
Chief Executive Officer
Callan JMB Inc.
244 Flightline Drive
Spring Branch, Texas 78070-6241
Re:Callan JMB Inc.
Registration Statement on Form S-1
Filed October 29, 2024
File No. 333-282879
Dear Wayne Williams:
We have reviewed your 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.
Registration Statement on Form S-1
Dilution, page 33
1.Your table on page 34 under the header "total consideration" paid by existing
stockholders appears to reflect your historical net tangible book value as of June 30,
2024, rather than consideration paid for shares purchased by existing stockholders.
Please revise or advise accordingly.
Executive Compensation
Employment Agreements, page 57
2.For each employment agreement, please disclose the performance goals for
the incentive bonus.
November 1, 2024
Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Barry Biggar