Loaded from persisted store.
Threads
All Filings
SEC Comment Letters
Company Responses
Letter Text
1606 CORP.
Response Received
1 company response(s)
High - file number match
↓
1606 CORP.
Response Received
3 company response(s)
High - file number match
↓
↓
↓
1606 CORP.
Response Received
1 company response(s)
High - file number match
↓
1606 CORP.
Awaiting Response
0 company response(s)
High
1606 CORP.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-06-06
1606 CORP.
Filing - SEC Comment Letter to 1606 CORP.
UPLOAD · 2024-06-06
Generating summary...
↓
Company responded
2024-06-06
1606 CORP.
Filing - Correspondence from 1606 CORP.
CORRESP · 2024-06-06
Generating summary...
1606 CORP.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
1606 CORP.
Awaiting Response
0 company response(s)
High
1606 CORP.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-09-14
1606 CORP.
Filing - SEC Comment Letter to 1606 CORP.
UPLOAD · 2021-09-14
Generating summary...
↓
Company responded
2022-01-10
1606 CORP.
Filing - Correspondence from 1606 CORP.
CORRESP · 2022-01-10
Generating summary...
1606 CORP.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-01-03
1606 CORP.
Filing - SEC Comment Letter to 1606 CORP.
UPLOAD · 2022-01-03
Generating summary...
1606 CORP.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-12-14
1606 CORP.
Filing - SEC Comment Letter to 1606 CORP.
UPLOAD · 2021-12-14
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-27 | SEC Comment Letter | 1606 CORP. | NV | 333-292787 | Read Filing View |
| 2026-01-26 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-12-20 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-12-11 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-11-13 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-11-12 | SEC Comment Letter | 1606 CORP. | NV | 333-282997 | Read Filing View |
| 2024-10-31 | SEC Comment Letter | 1606 CORP. | NV | 024-12466 | Read Filing View |
| 2024-10-18 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-08-15 | SEC Comment Letter | 1606 CORP. | NV | 024-12466 | Read Filing View |
| 2024-06-06 | SEC Comment Letter | 1606 CORP. | NV | 333-279940 | Read Filing View |
| 2024-06-06 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2023-07-20 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2023-04-05 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2022-01-10 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2022-01-03 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2021-12-14 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2021-09-14 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-27 | SEC Comment Letter | 1606 CORP. | NV | 333-292787 | Read Filing View |
| 2024-11-12 | SEC Comment Letter | 1606 CORP. | NV | 333-282997 | Read Filing View |
| 2024-10-31 | SEC Comment Letter | 1606 CORP. | NV | 024-12466 | Read Filing View |
| 2024-08-15 | SEC Comment Letter | 1606 CORP. | NV | 024-12466 | Read Filing View |
| 2024-06-06 | SEC Comment Letter | 1606 CORP. | NV | 333-279940 | Read Filing View |
| 2023-04-05 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2022-01-03 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2021-12-14 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| 2021-09-14 | SEC Comment Letter | 1606 CORP. | NV | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-26 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-12-20 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-12-11 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-11-13 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-10-18 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2024-06-06 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2023-07-20 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
| 2022-01-10 | Company Response | 1606 CORP. | NV | N/A | Read Filing View |
2026-01-27 - UPLOAD - 1606 CORP. File: 333-292787
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> January 22, 2026 Austen Lambrecht Chief Executive Officer 1606 Corp. 2425 E. Camelback Rd Suite 150 Phoenix, AZ 85016 Re: 1606 Corp. Registration Statement on Form S-1 Filed January 16, 2026 File No. 333-292787 Dear Austen Lambrecht: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jan Woo at 202-551-3453 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Brian Higley, Esq. </TEXT> </DOCUMENT>
2026-01-26 - CORRESP - 1606 CORP.
CORRESP 1 filename1.htm cbdw_corresp.htm 1606 CORP. 2425 E. Camelback Rd Suite 150 Phoenix, AZ 85016 January 26, 2026 VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, DC 20549 Attention: Ms. Woo Re: 1606 Corp. Registration Statement on Form S-1 Filed January 16, 2026 File No. 333-292787 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of 1606 Corp., a Nevada corporation (the “ Issuer ”), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective at 1:00 P.M., Eastern Time, on January 28, 2026, or as soon as practicable thereafter. There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith. The Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com ). Thank you in advance for your assistance. Very truly yours, 1606 Corp. By: /s/ Austen Lambrecht Name: Austen Lambrecht Title: CEO cc: Brian Higley, Esq., Business Legal Advisors, LLC
2024-12-20 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
onesix_corresp.htm
1606 Corp.
2425 E. Camelback Rd
Suite 150
Phoenix, AZ 85016
December 20, 2024
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Re:
1606 Corp.
Amendment No. 3 to Offering Statement on Form 1-A
Filed on December 11, 2024
File No. 024-12466
Dear Ms. Ishmukhamedova:
Kindly be advised that 1606 Corp. (the “Company”) requests that its Regulation A offering be qualified on Friday, December 20, 2024 at 4:30 pm Eastern Time, or as soon as practicable thereafter.
Please feel free to contact me if you have any questions on the responses to your comments.
Sincerely,
/s/ Austen Lambrecht
Chief Executive Officer
cc:
Brian Higley, Esq., Business Legal Advisors, LLC
2024-12-11 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
onesix_corresp.htm1606 CORP.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
December 11, 2024
VIA EDGAR
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Attention: Ms. Ishmukhamedova
Re:
1606 Corp.
Registration Statement on Form S-1
SEC File No. 333-282997
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of 1606 Corp., a Nevada corporation (the “Issuer”), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective at 1:00 P.M., Eastern Time, on December 13, 2024, or as soon as practicable thereafter.
There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
The Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com).
Thank you in advance for your assistance.
Very truly yours,
1606 Corp.
By:
/s/ Austen Lambrecht
Name: Austen Lambrecht
Title: CEO
cc: Brian Higley, Esq., Business Legal Advisors, LLC
2024-11-13 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
cbdw_corresp.htm
14888 Auburn Sky Drive, Draper, UT 84020
(801) 634-1984
brian@businesslegaladvisor.com
Brian Higley
Attorney at Law
Licensed in Utah
November 13, 2024
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Re:
1606 Corp.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 18, 2024
File No. 024-12466
Dear Ms. Ishmukhamedova:
We are in receipt of your letter dated October 31, 2024, setting forth certain comments to the Offering Statement on Form 1-A, as amended (the “Form 1-A”), which was filed on July 19, 2024 by 1606 Corp., a Nevada corporation (the “Company”) and subsequently amended on October 18, 2024. In response to your comments, the Company can provide you with the following information in response to your comments:
Amendment No. 1 to Offering Statement on Form 1-A
Notes to the Financial Statements
For the years ended December 31, 2023 and 2022
Note 7 - Commitments and Contingencies
Employment Agreements, page F-26
1. We note your response to prior comment 3 confirming that Greg Lambrecht’s salary was accrued and unpaid, and not waived. As such, please clarify your disclosure stating that he agreed to waive his right to payment of any amounts due but unpaid under his employment contract.
RESPONSE: Concurrent with the filing herewith, the Company filed Amendment No. 2 to the Form 1-A (the “Amendment”) which amended the footnote disclosure to show that Mr. Lambrecht’s salary was accrued and unpaid.
We hereby acknowledge the Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please feel free to contact me if you have any questions on the responses to your comments.
Sincerely,
/s/ Brian Higley
Outside Legal Counsel
cc:
Austen Lambrecht, CEO
2024-11-12 - UPLOAD - 1606 CORP. File: 333-282997
November 12, 2024
Austen Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Registration Statement on Form S-1
Filed November 5, 2024
File No. 333-282997
Dear Austen Lambrecht:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rule 461 regarding requests for acceleration. 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 Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Higley, Esq.
2024-10-31 - UPLOAD - 1606 CORP. File: 024-12466
October 31, 2024
Austen Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 18, 2024
File No. 024-12466
Dear Austen Lambrecht:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 15, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Notes to the Financial Statements
For the years ended December 31, 2023 and 2022
Note 7 - Commitments and Contingencies
Employment Agreements, page F-26
1.We note your response to prior comment 3 confirming that Greg Lambrecht’s salary
was accrued and unpaid, and not waived. As such, please clarify your disclosure
stating that he agreed to waive his right to payment of any amounts due but unpaid
under his employment contract.
October 31, 2024
Page 2
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-
3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Higley, Esq.
2024-10-18 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
cbdw_corresp.htm
14888 Auburn Sky Drive, Draper, UT 84020
(801) 634-1984
brian@businesslegaladvisor.com
Brian Higley
Attorney at Law
Licensed in Utah
October 18, 2024
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Re:
1606 Corp.
Offering Statement on Form 1-A
Filed July 19, 2024
File No. 024-12466
Dear Ms. Ishmukhamedova:
We are in receipt of your letter dated August 15, 2024, setting forth certain comments to the Offering Statement on Form 1-A (the “Form 1-A”), which was filed on July 19, 2024 by 1606 Corp., a Nevada corporation (the “Company”). In response to your comments, the Company can provide you with the following information in response to your comments:
Offering Statement on Form 1-A
Cover Page
1.
Please revise your cover page disclosure to discuss the voting rights of the common stock and preferred stock and to quantify the voting control that Mr. Lambrecht will have following the completion of the offering.
RESPONSE: Concurrent with the filing herewith, the Company filed Amendment No. 1 to the Form 1-A (the “Amendment”) which revised the cover page disclosure to discuss the voting rights of the common stock and preferred stock and to quantify the voting control that Mr. Lambrecht will have following the completion of the offering.
2.
Please disclose that there is a minimum $500 investment for each investor.
RESPONSE: Concurrent with the filing herewith, the Company filed the Amendment which discloses that there is a minimum $500 investment for each investor.
Compensation of Directors and Executive Officers, page 28
3.
We note your disclosure on page F-27 that "Greg Lambrecht has agreed to waive his right to payment of any amounts due but unpaid under his employment contract." However, note (1) to your executive compensation table states that "All of the salary was accrued and unpaid." Please confirm whether the $250,000 reported for 2023 has been waived.
RESPONSE: The Company can confirm that the salary was accrued and unpaid, not waived.
1
Principal Shareholders, page 30
4.
Please revise your beneficial ownership table to separately disclose the beneficial ownership of the common stock and preferred stock as well as the total voting power of each holder. Refer to Item 12 of Form 1-A.
RESPONSE: Concurrent with the filing herewith, the Company filed the Amendment which revises the beneficial ownership table to separately disclose the beneficial ownership of the common stock and preferred stock as well as the total voting power of each holder.
Certain Relationships and Related Party Transactions, page 31
5.
Please revise to disclose the related party transactions referred to on page F-10. Refer to Item 13(a) of Form 1-A.
RESPONSE: Concurrent with the filing herewith, the Company filed the Amendment which revised to disclose the related party transactions referred to on Page F-10.
Description of Capital Stock, page 32
6.
Please disclose the circumstances under which the Class B preferred stock may be transferred as well any restrictions on such transfers.
RESPONSE: Concurrent with the filing herewith, the Company filed the Amendment which discloses the circumstances under which the Class B preferred stock may be transferred as well as any restrictions on such transfers.
Where You Can Find More Information, page 35
7.
We note the amendments to the quarterly reports on Form 10-Q filed on May 15, 2024 to restate the previously issued financial statements. An Item 4.02 Form 8-K was required to be filed within four business days of concluding that your previously issued financial statements should no longer be relied upon. Please file the required Item 4.02 Form 8-K. Refer to General Instruction B.1. and Item 4.02 of Form 8-K.
RESPONSE: On August 28, 2024, the Company filed a Form 8-K with the required Item 4.02 disclosure.
8.
Please revise your statement that you will be required to file periodic reports with the SEC upon the completion of this offering to clarify that you are currently required to file periodic reports with the SEC pursuant to the Exchange Act.
RESPONSE: Concurrent with the filing herewith, the Company filed the Amendment which revised the Company’s statement that it will be required to file periodic reports with the SEC upon the completion of this offering to clarify that the Company is currently required to file periodic reports with the SEC pursuant to the Exchange Act.
2
We hereby acknowledge the Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please feel free to contact me if you have any questions on the responses to your comments.
Sincerely,
/s/ Brian Higley
Outside Legal Counsel
cc:
Austen Lambrecht, CEO
3
2024-08-15 - UPLOAD - 1606 CORP. File: 024-12466
August 15, 2024
Austen Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Offering Statement on Form 1-A
Filed July 19, 2024
File No. 024-12466
Dear Austen Lambrecht:
We have reviewed your offering statement and have the following comments.
Please respond to this letter by amending your offering 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 offering statement and the information you provide in response
to this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please revise your cover page disclosure to discuss the voting rights of the common stock
and preferred stock and to quantify the voting control that Mr. Lambrecht will have
following the completion of the offering.
2.Please disclose that there is a minimum $500 investment for each investor.
Compensation of Directors and Executive Officers, page 28
3.We note your disclosure on page F-27 that "Greg Lambrecht has agreed to waive his right
to payment of any amounts due but unpaid under his employment contract." However,
note (1) to your executive compensation table states that "All of the salary was accrued
and unpaid." Please confirm whether the $250,000 reported for 2023 has been waived.
August 15, 2024
Page 2
Principal Shareholders, page 30
4.Please revise your beneficial ownership table to separately disclose the beneficial
ownership of the common stock and preferred stock as well as the total voting power of
each holder. Refer to Item 12 of Form 1-A.
Certain Relationships and Related Party Transactions, page 31
5.Please revise to disclose the related party transactions referred to on page F-10. Refer to
Item 13(a) of Form 1-A.
Description of Capital Stock, page 32
6.Please disclose the circumstances under which the Class B preferred stock may be
transferred as well any restrictions on such transfers.
Where You Can Find More Information, page 35
7.We note the amendments to the quarterly reports on Form 10-Q filed on May 15, 2024 to
restate the previously issued financial statements. An Item 4.02 Form 8-K was required to
be filed within four business days of concluding that your previously issued financial
statements should no longer be relied upon. Please file the required Item 4.02 Form 8-K.
Refer to General Instruction B.1. and Item 4.02 of Form 8-K.
8.Please revise your statement that you will be required to file periodic reports with the
SEC upon the completion of this offering to clarify that you are currently required to file
periodic reports with the SEC pursuant to the Exchange Act.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
August 15, 2024
Page 3
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Higley, Esq.
2024-06-06 - UPLOAD - 1606 CORP. File: 333-279940
United States securities and exchange commission logo
June 6, 2024
Austen Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd, Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Registration Statement on Form S-1
Filed on June 4, 2024
File No. 333-279940
Dear Austen Lambrecht:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Brian Higley
2024-06-06 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
onesix_corresp.htm1606 CORP.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
June 6, 2024
VIA EDGAR
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
Washington, DC 20549
Attention: Ms. Pearce
Re:
1606 Corp.
Registration Statement on Form S-1
SEC File No. 333-279940
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of 1606 Corp., a Nevada corporation (the “Issuer”), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective at 3:30 P.M., Eastern Time, on June 10, 2024, or as soon as practicable thereafter.
There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
The Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com).
Thank you in advance for your assistance.
Very truly yours,
1606 Corp.
By: /s/ Austen Lambrecht
Name:
Austen Lambrecht
Title: CEO
cc: Brian Higley, Esq., Business Legal Advisors, LLC
2023-07-20 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
onesix_corresp.htm
U.S. Securities and Exchange Commission
Division of Corporations Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: 1606 Corp.
Form S-1/A
Filed July 7, 2023
File No. 333-263256
CIK. 0001231339
To the men and women of the SEC:
Acceleration Request:
We, 1606 Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to declare the above captioned Registration Statement effective at the requested date of July 24, 2023 at 4 PM Eastern Standard Time or as soon as practicable thereafter.
In connection with this request, the Company acknowledges that:
-Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
-The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
-The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Date: July 20, 2023
/s/ Greg Lambrecht
Greg Lambrecht, Chief Executive Officer, Director
(Principal Executive Officer)
2023-04-05 - UPLOAD - 1606 CORP.
United States securities and exchange commission logo
April 5, 2023
Greg Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Registration Statement on Form S-1
Filed March 30, 2023
File No. 333-270963
Dear Greg Lambrecht:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Carl P. Ranno
2022-01-10 - CORRESP - 1606 CORP.
CORRESP
1
filename1.htm
onesix_s1a.htm
January 10, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re:
1606 Corp.
Registration Statement on Form S-1
File No. 333-258912
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 1606 Corp. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-258912) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on January 12, 2022, or as soon as practicable thereafter. There are no underwriters of the issuance of the securities being registered to join this request for acceleration.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Gregory Lambrecht, CEO
1606 Corp.
2022-01-03 - UPLOAD - 1606 CORP.
United States securities and exchange commission logo
January 3, 2022
Greg Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd, Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 17, 2021
File No. 333-258912
Dear Mr. Lambrecht:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 Filed December 17, 2021
Prospectus Cover
1.We note your disclosure that "the selling shareholders may sell their shares prior to the
Company obtaining approval to trade its stock on the OTC Bulletin Board or one of its
premium marketplaces of OTC Links ATS (i.e., OTCQX or OTCQB) at prevailing market
prices or privately negotiated prices." Please remove this disclosure. In this regard,
please note that unless there is an established trading market for securities, shares resold
by stockholders in a public offering must sell at a fixed price until such time as a market is
established. Please also make conforming edits under the heading Determination of
Offering Price on page 16 as you made in response to our prior comment 5.
FirstName LastNameGreg Lambrecht
Comapany Name1606 Corp.
January 3, 2022 Page 2
FirstName LastName
Greg Lambrecht
1606 Corp.
January 3, 2022
Page 2
Please contact Taylor Beech at 202-551-4515 or Jennifer López Molina at 202-551-3792
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey M. Stein, Esq.
2021-12-14 - UPLOAD - 1606 CORP.
United States securities and exchange commission logo
December 14, 2021
Greg Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd, Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 23, 2021
File No. 333-258912
Dear Mr. Lambrecht:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 Filed November 23, 2021
Selling Stockholders, page 15
1.We note your selling stockholder table only accounts for 75,000 of the 150,000 shares you
are registering. We also note that the Stock Purchase Agreements for each selling
stockholder indicates that each holder purchased 50,000 shares instead of 25,000 shares,
which is what you have disclosed in the selling stockholder table. Please revise for
consistency.
Government Regulation, page 18
2.We note your revised disclosure in response to our prior comment 4 and reissue our
comment in part. Please revise to discuss here the effects of the various regulations that
FirstName LastNameGreg Lambrecht
Comapany Name1606 Corp.
December 14, 2021 Page 2
FirstName LastName
Greg Lambrecht
1606 Corp.
December 14, 2021
Page 2
affect your business with a view to understanding how the regulations are applicable to
you.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 23
3.Please disclose the nature, purpose and terms of the related party loan(s) from your
CEO of $100,050 received during the nine months ended September 30, 2021. Similarly
revise the Certain Relationships and Related Party Transactions section on page 27 to
discuss this CEO loan and the Asset Purchase Agreement with SinglePoint in exchange
for the issuance of a promissory note. Refer to Item 303(c)(1) of Regulation S-K.
4.We note your revised disclosure in response to our prior comment 5 and reissue our
comment in part. Please disclose whether the company has enough cash to fund its
operations for the next twelve months, and if not, whether the company will need to raise
additional funds. Please refer to Item 303(a) of Regulation S-K.
General
5.We reissue our prior comment 9. We note your disclosure that the selling shareholders
may sell their shares prior to the Company obtaining approval to trade its stock on the
OTC Bulletin Board or one of its premium marketplaces of OTC Links ATS at market
prices. Please note that unless there is an established trading market for securities, shares
resold by stockholders in a public offering must sell at a fixed price until such time as a
market is established. Please revise accordingly.
You may contact Robert Shapiro at 202-551-3273 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey M. Stein, Esq.
2021-09-14 - UPLOAD - 1606 CORP.
United States securities and exchange commission logo
September 14, 2021
Greg Lambrecht
Chief Executive Officer
1606 Corp.
2425 E. Camelback Rd, Suite 150
Phoenix, AZ 85016
Re:1606 Corp.
Registration Statement on Form S-1
Filed August 19, 2021
File No. 333-258912
Dear Mr. Lambrecht:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 Filed August 19, 2021
Prospectus Cover
1.We note that each share of your Class A Preferred Stock has 50 votes per share, as
compared to your common stock which entitles the holder to one vote per share. Please
disclose on your prospectus cover, in your summary and in your risk factors the disparate
voting rights of each class of stock. In your risk factors, please discuss the risks posed by
such capital structure, including but not limited to, risks relating to the potential effects on
the price of your common stock and the dilution upon conversion of the Class A preferred
stock into common stock.
2.It appears your Chief Executive Officer holds a controlling interest in your company
through his ownership of Class A Preferred Stock. Please disclose the percent of the
voting power held by your CEO on your prospectus cover and prospectus summary.
FirstName LastNameGreg Lambrecht
Comapany Name1606 Corp.
September 14, 2021 Page 2
FirstName LastNameGreg Lambrecht
1606 Corp.
September 14, 2021
Page 2
Please also include risk factor disclosure addressing the impact his voting power may have
on the company, including his ability to control the outcome of all votes put to
stockholders and his ability to delay or defer a change of control.
Business, page 13
3.We note your reference to certain distribution agreements on page 14 and manufacturing
relationships throughout Southern and Northern California on page 15. Please include a
description of these relationships, discuss the material terms of each agreement and file
each agreement as an exhibit to the registration statement, if applicable. Refer to Item
601(b)(10) of Regulation S-K.
Government Regulation, page 15
4.Please revise to discuss here, and in your Risk Factor section, the effects of the various
regulations that affect your business with a view to understanding how the regulations are
applicable to you. Please also revise to remove your disclosure that "hemp is now
federally legal." In this regard, the 2018 Farm Bill removed hemp from the CSA, which
means it is no longer a controlled substances under federal law, however, it is still subject
to compliance with a regulatory framework that can affect the legality of CBD products.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 20
5.We note your disclosure on page 6 that you will need significant additional financing to
further your business plan, and also that the audit report includes a going concern
opinion. Please include a discussion in this section regarding the company’s current cash
position and plans to seek additional funding. Please also include a description of the
material terms of the promissory note issued to Singlepoint. Refer to Item 303 of
Regulation S-K.
Results of Operations for the Year Ended December 31, 2020 compared to Year Ended
December 31, 2019, page 20
6.Please include a comparable discussion for the periods ended June 30, 2020 and 2021.
Refer to Item 303(c) of Regulation S-K.
General
7.Please include the disclosure required by Items 201, 506, 507, 508, and 701 of Regulation
S-K. For example, revise to include the selling shareholder table and all information
required by Item 507 of Regulation S-K.
8.Given the nature of the offering and its size relative to the number of shares outstanding
held by non-affiliates, we are concerned that the transaction may be an indirect primary
offering, with the selling shareholders acting as a conduit in a distribution to the public.
FirstName LastNameGreg Lambrecht
Comapany Name1606 Corp.
September 14, 2021 Page 3
FirstName LastName
Greg Lambrecht
1606 Corp.
September 14, 2021
Page 3
Accordingly, please either revise your prospectus to disclose that the selling shareholders
will offer the shares at a fixed price for the duration of the offering and identify the selling
shareholders as underwriters or provide us with a detailed analysis as to why the proposed
offering is not an indirect primary offering on your behalf and thus should appropriately
be characterized as a transaction eligible to be made pursuant to Rule 415(a)(1)(i) under
the Securities Act. Please refer to Question 612.09 of our Compliance & Disclosure
Interpretations for Securities Act Rules, which can be found on our website.
9.As a related matter, we note your disclosure that the selling shareholders may sell at
market prices. Please note that unless there is an established trading market for securities,
shares resold by stockholders in a public offering must sell at a fixed price until such time
as a market is established. Please revise accordingly.
10.We note your disclosure that "1606 was incorporated in Nevada in February 2021 as a
spin-off from Singlepoint Inc." Please give us your analysis addressing the exemption
from registration that was relied upon in connection with the spin-off and whether the
transaction constitutes a sale or disposition for value under Section 2(a)(3). Please also
address whether the transaction resulted in a fundamental change in the nature of the
holdings of your shareholders. For example, discuss the shareholders' economic and
voting interests in Singlepoint prior to the transactions compared to their economic and
voting interests in Singlepoint and 1606 after the transactions. In this regard, we note that
holders of Class B Preferred Stock of SinglePoint did not receive shares of 1606.
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 Taylor Beech at 202-551-4515 or Jennifer López a at 202-551-3792 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey M. Stein, Esq.
Keep this ticker handy
Private to this browserSave CBDW to a local list so you can return to this research path without creating an account.
Save this research path
Create a free accountSave this ticker search and return to the same filing timeline in one click. You can also create alerts for new SEC correspondence after signing up.