United States securities and exchange commission logo
December 9, 2020
Aaron Johnson
Chief Executive Officer
Spotlight Capital Holdings, Inc
3723 San Gabriel River Pkwy, Suite A
Pico Rivera, CA 90660
Re: Spotlight Capital
Holdings, Inc
Offering Statement
on Form 1-A
Filed November 13,
2020
File No. 024-11366
Dear Mr. Johnson:
We have reviewed your 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.
Offering Statement on Form 1-A filed November 13, 2020
Offering Circular Cover Page, page 1
1. Please revise your
offering circular to include the legends required by Rule 253(f) and
Rule 254(a) of
Regulation A. Please also ensure that any solicitations for investments in
your 1-A offering on
your website include the legends required by Rules 251(d) and 255
of Regulation A, along
with an active link to your offering circular. In this regard, we note
that the "Investor
Relations" tab on your website summarizes your projects, and you state
in the "Project
Funding" tab that "through its approval to issue Regulation A shares of its
common stock, the
company is in a unique position to fund certain projects that meet our
strict criteria," and
"[t]he micro-cap capital market place has seen recent positive changes.
Spotlight is exploiting
these opportunities. Our ability to incentives investors and create
solid upside growth
potential for shareholders is our ultimate goal."
Aaron Johnson
FirstName LastNameAaron Johnson
Spotlight Capital Holdings, Inc
Comapany9,
December NameSpotlight
2020 Capital Holdings, Inc
December
Page 2 9, 2020 Page 2
FirstName LastName
Item 5. Plan of Distribution and Selling Security holders, page 4
2. You disclose that "the Company expects to raise funds pursuant to this
offering, by and
through a number of accredited investors." Please amend your
disclosure to clarify who
will be offering and selling your Interests in this offering, and
whether any of these
individuals will be relying upon Exchange Act Rule 3a4-1. As a related
matter, if you plan
to raise funds through accredited investors, please disclose the names
of these investors
and that they are underwriters, and provide the disclosure required by
Item 5 of Form 1-
A. Alternatively, if you do not plan to distribute securities through
accredited investors,
please amend your disclosure to clarify the same.
Item 9. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(a) Liquidity and capital resources, page 10
3. We note your disclosure that "[t]he Company has access to capital
resources through its
authorized stock. Currently the company has only approximately fifteen
million, five
hundred thousand of its authorized five hundred million shares of
stock outstanding.
Because of the fact that the company's stock in not currently diluted
in the market, the
selling of the company's stock through this offering is very liquid."
Please amend your
disclosure to clarify that this source of liquidity, authorized stock,
is based on future
capital raising transactions, and that it is uncertain whether you
will be able to raise capital
in these transactions. Please also remove the statement that your
current financial position
is "very liquid," considering the disclosure in your financial
statements that you currently
have total cash and cash equivalents of $600, and because it appears
that your future
liquidity is dependent upon on raising capital in this and future
offerings, both of which
are uncertain.
Part F/S, page 16
4. Please revise to include the financial statements required by
paragraph (b) of Part F/S of
Form 1-A. In this regard, we note that the included financial
statements are incomplete.
For example, the unaudited balance sheets on page 17 are labeled with
only a year and not
a fiscal period, it does not appear that you have included a balance
sheet for the fiscal year
ended 2018, and you have not filed statements of operations and cash
flows for the fiscal
years ended 2018 and 2019 or changes in stockholder s equity for the
comparable interim
period in 2019. Additionally, the financial statements should include
separate footnotes
for all periods covered. In this regard, we note that you have not
provided footnotes for
the fiscal years ended 2019 and 2018. Lastly, you have not included
the statement
required by paragraph (b)(5)(iii) of Part F/S.
General
5. Please include the signatures required by Form 1-A.
6. Please have counsel revise the included opinion to opine that when the
common stock is
Aaron Johnson
Spotlight Capital Holdings, Inc
December 9, 2020
Page 3
sold, the securities will be legally issued, fully paid and
non-assessable. Refer to the
Division of Corporation Finance Staff Legal Bulletin 19 for guidance.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. 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.
You may contact Taylor Beech at 202-551-4515 or Katherine Bagley at
202-551-2545
with any questions.
Sincerely,
FirstName LastNameAaron Johnson
Division of
Corporation Finance
Comapany NameSpotlight Capital Holdings, Inc
Office of Trade &
Services
December 9, 2020 Page 3
cc: Chadrick Henderson
FirstName LastName