Ms. Erin Purnell
Office of Financial Services
Division of Corporate Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
February 15, 2019
Re: StartEngine Crowdfunding, Inc.
Amendment No. 3 to Offering Statement on
Form 1-A Filed December 7, 2018
File No. 024-10862
Dear Ms. Purnell:
Thank you for your comments of February 6, 2019 regarding the Amendment No. 3 to the Offering Statement of StartEngine Crowdfunding, Inc. (the “company”). We appreciate the opportunity to respond to your comments.
Offering Statement on Form 1-A
Additional Perks, page 17
1. We note your responses to comments 7 and 8. Please note that staff of the Division of Corporation Finance and the Division of Trading and Markets continue to review your responses and may have further comments.
The company acknowledges that the Division of Corporation Finance and the Division of Trading and Markets are continuing to review the company’s response to comments 7 and 8 from the Staff’s letter dated November 21, 2018.
Securities Being Offered General, page 36
2. We note that you are no longer offering tokens, and note your corresponding disclosure that you anticipate re-designating the "Series Token Preferred Stock" as "Series T Preferred Stock." Please tell us when you plan to re-designate the shares. In addition, please explain why you have left references to tokens on page 5 in the heading "Delivery of the Tokens" and in the drag-along rights risk factor on page 10.
The company has amended its Certificate of Incorporation to re-designate the shares. In addition, the company has updated the language on page 5 and page 10.
Thank you again for the opportunity to respond to your questions to the Offering Statement of StartEngine Crowdfunding, Inc. If you have additional questions or comments, please contact me at jamie@crowdchecklaw.com.
Sincerely,
/s/ Jamie Ostrow
Jamie Ostrow
CrowdCheck Law LLP (f/k/a KHLK LLP)
cc: Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
750 N San Vicente Blvd.
Suite 800 West
West Hollywood, CA 90069
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