SPARX HOLDINGS GROUP, INC.
780 Reservoir Avenue, #123
Cranston, RI 02910
April 6, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
| Attention: | Alexandra Barone, Staff Attorney |
| Re: | Sparx Holdings Group, Inc. |
| Offering Statement on Form 1-A | |
| File No. 024-12204 |
REQUEST FOR ACCELERATION OF QUALIFICATION
Dear Ms. Barone:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Sparx Holdings Group, Inc. (the “Registrant”) hereby requests acceleration of the qualification date of its Offering Statement on Form 1-A (File No. 024-12204), as amended (the “Offering Statement”), so that it may become qualified at 10:00 a.m. Eastern Daylight Time on April 11, 2023, or as soon as practicable thereafter.
The Registrant hereby authorizes Cassandra DeNunzio, CEO of Sparx Holdings, Inc. to orally modify or withdraw 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 Offering Statement qualified, it does not foreclose the Commission from taking any action with respect to the Offering Statement;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement qualified, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement; and
(iii) the Registrant may not assert the lack of comment by the Commission or the staff on the Offering Statement or the declaration of qualification of the Offering Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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We request that we be notified of such qualification by email or telephone.
Best Regards,
| SPARX HOLDINGS GROUP, INC. |
/s/ Cassandra DeNunzio |
| Cassandra DeNunzio |
| Chief Executive Officer |
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