Sacks Parente Golf, Inc.
551 Calle San Pablo
Camarillo, CA 93012
March 27, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention: Ernest Greene
| Re: | Sacks Parente Golf, Inc. | |
| Amendment No. 5 to Registration Statement on Form S-1 | ||
| Filed March 23, 2023 | ||
| File No. 333-266610 |
Ladies and Gentlemen:
By letter dated March 24, 2023, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided Sacks Parente Golf, Inc. (the “Company”) with comments on the Company’s Amendment No. 5 to Registration Statement on Form S-1, described above (the “Registration Statement”).
This letter contains the Company’s responses to the Staff’s comments. The numbered responses and the headings set forth below correspond to the numbered comments and headings in the Staff’s letter to the Registration Statement.
Concurrently herewith, the Company is filing Amendment No. 6 to the Registration Statement.
Amendment No. 5 to Registration Statement on Form S-1
Capitalization, page 33
| 1. | We note that you have only included the pro forma adjustments related to your common stock subject to possible redemption in the “Unaudited Pro Forma” column of your capitalization table. Please revise this column to show the amounts for all line items in your table. Your “Unaudited Pro Forma” column should be presented in a manner similar to your “Actual” column including subtotals and totals. In addition, please also revise “Total capitalization” in the “Unaudited Pro Forma as Adjusted” column to $15,688,000 instead of $15,680,000. |
COMPANY’S RESPONSE
We have revised the capitalization table pursuant to the Staff’s comments.
If you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com.
| Sincerely, | ||
| Sacks Parente Golf, Inc. | ||
| /s/ Akinobu Yorihiro | ||
| By: | Akinobu Yorihiro | |
| Chief Technology Officer | ||
| cc: | David L. Ficksman |
