United States securities and exchange commission logo
March 5, 2021
Christopher Thompson
Chief Executive Officer
TriplePulse, Inc.
3103 Neilson Way, Suite D
Santa Monica, CA 90405
Re: TriplePulse, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed February 8,
2021
File No. 024-11329
Dear Mr. Thompson:
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
October 27, 2020 letter.
Offering Statement on Form 1-A/A filed February 8, 2021
General, page i
1. In future filings,
please file as correspondence a letter that addresses each of our
comments.
2. The notes to the
Offering Circular Cover Page Fee Table indicate that the company will
pay a cash commission
of 3.5% to StartEngine Primary, while disclosure on page
16 states that
StartEngine Primary will charge investors a non- refundable processing fee
equal to 3.5% of the
amount they invest at the time they subscribe in the securities. Please
clarify whether the
3.5% cash commission/fee will be paid by investors. If so, please
revise the offering
price on the cover page to reflect the offering price per share after
accounting for the cash
commission/processing fee paid by the investor to StartEnginge
Christopher Thompson
TriplePulse, Inc.
March 5, 2021
Page 2
Primary. Confirm that the cash commission/processing fee will be
included in the
aggregate purchase price paid by an investor when calculating the
maximum amount that
non-accredited investors may invest under Rule 251(d)(2)(i)(C) under
the Securities Act.
In the alternative, provide a detailed analysis as to why the cash
commission should not be
included in the aggregate purchase price.
The Subscription Agreement includes an exclusive venue provision..., page 12
3. You disclose that the State of California will be the sole and
exclusive forum for certain
claims. Section 8 of your subscription agreement filed as exhibit 4.1
discloses that the
exclusive forum provision applies to any state or federal court
located within the State of
California. Please revise your disclosure here and in your "Provisions
of Note in Our
Subscription Agreement" on page 19 to clearly describe that your
subscription agreement
exclusive forum provision applies to any state or federal court
located within the State of
California.
Bonus Shares; Discounted Price for Certain Investors, page 16
4. We note that you will absorb the cost of the issuance of any bonus
shares. Please clarify if
the estimated offering expenses of $ $426,500 include the costs
associated with the
issuance of the bonus shares.
Financial Statements, page F-1
5. Please update your financial statements pursuant to Part F/S (b)(3) of
Form 1-A, and
revise your Management's Discussion and Analysis and other relevant
sections of the
filing to provide updated financial information. Provide updated
discussions of the impact
of the COVID-19 pandemic on your business, the status of the Economic
Injury Disaster
Loan that was not yet funded as of August 25, 2020, and any other
relevant matters.
6. Please revise all sections of the filing, including the disclosures on
page 16, to present all
per share dollar amounts rounded to the closest cent (i.e., only two
decimal points) so as
not to imply a higher degree of accuracy than exists.
You may contact Effie Simpson, Staff Accountant at (202) 551-3346 or
Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other
questions.
FirstName LastNameChristopher Thompson Sincerely,
Comapany NameTriplePulse, Inc.
Division of
Corporation Finance
March 5, 2021 Page 2 Office of
Manufacturing
FirstName LastName