United States securities and exchange commission logo
August 20, 2020
Kari DeLonge
Chief Content Officer
To The Stars Academy of Arts & Science Inc.
315 S. Coast Hwy 101
Suite U38
Encinitas, CA 92024
Re: To The Stars
Academy of Arts and Science Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed August 3,
2020
File No. 024-11243
Dear Ms. DeLonge:
We have reviewed your amended offering 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 offering 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 offering 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 July
20, 2020 letter.
Amendment No. 1 to Offering Statement on Form 1-A
The ADAM Research Project, page 25
1. We note your response
to prior comment 1. Please further revise to clarify the procedure
you will follow to
study and exploit the metamaterials, the anticipated cost and timeline of
this process, and the
material terms of your relevant agreements.
Kari DeLonge
FirstName LastNameKari DeLonge
To The Stars Academy of Arts & Science Inc.
Comapany
August 20, NameTo
2020 The Stars Academy of Arts & Science Inc.
August
Page 2 20, 2020 Page 2
FirstName LastName
COVID-19 Global Pandemic, page 30
2. In response to prior comment 2, you disclose that "media blackouts"
had a negative effect
on the company's performance during the pandemic. Please explain what
the term "media
blackout" means and when they occurred.
Security Ownership of Management and Certain Securityholders, page 47
3. We note your response to prior comment 4. While we understand that you
have amended
your certificate of incorporation to change the voting rights of the
Class B shares so that
they are equal to those of the Class A shares, you have not clarified
the terms of your
March 2020 agreement to convert the Series B, the reasons the
conversion was proposed
in March 2020, or whether any conversions ever took place. Please
explain and file any
material agreements related to the Series B conversion, as
contemplated in March 2020.
Plan of Distribution, page 56
4. We note your response to prior comment 6 and re-issue the comment in
part. According
to the agreement with Cambria filed as Exhibit 6.29, Cambria has
agreed to solicit and sell
the shares to qualified persons. Please provide your analysis as to
why both Digital
Offering and Cambria should not be identified as underwriters.
Alternatively, please
revise here and on the cover page to identify both as underwriters.
You may contact Angela Lumley at (202) 551-3398 or Bill Thompson at
(202) 551-3344
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202)
551-
3624 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Jamie Ostrow, Esq.