United States securities and exchange commission logo
August 5, 2021
Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
3900 W Alameda Ave.
Suite 1200
Burbank, CA 91505
Re: StartEngine
Crowdfunding, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed July 12, 2021
File No. 024-11487
Dear Mr. Marks:
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.
Amendment No. 1 to Form 1-A
Voting control is in the hands of a few large stockholders, page 13
1. We note your revised
disclosure in response to comment 1. Please further revise to
address the following:
Reconcile your
revised disclosure that your "CEO and Chairman currently hold
approximately 27%
of [your] voting shares in aggregate" (emphasis added) with the
percentages
disclosed in the security ownership table on page 36. For example, the
table appears to
indicate that Howard Marks, your CEO, alone owns 30.32% of your
outstanding common
stock.
Noting your
disclosure that "two other shareholders own approximately 27%," please
further revise to
identify such shareholders and disclose whether they are insiders or
affiliates. Also
please clarify whether this percentage figure represents their
aggregate
ownership.
Howard Marks
StartEngine Crowdfunding, Inc.
August 5, 2021
Page 2
Exhibits
2. We note that in the legality opinion filed as Exhibit 12, counsel has
opined that the shares
will be validly issued, fully paid, and non-assessable. With
respect to shares being
offered by the selling shareholders, counsel should opine that the
shares have been
validly issued, fully paid, and non- assessable. Please provide a
revised opinion or tell us
why counsel is unable to provide this opinion with respect to the
resales.
We will consider qualifying your offering statement at your request. 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Michelle Miller at (202) 551-3368 or Sharon Blume at
(202) 551-
3474 if you have questions regarding comments on the financial statements and
related
matters. Please contact David Lin at (202) 551-3552 or Eric Envall at (202)
551-3234 with any
other questions.
FirstName LastNameHoward Marks Sincerely,
Comapany NameStartEngine Crowdfunding, Inc.
Division of
Corporation Finance
August 5, 2021 Page 2 Office of
Finance
FirstName LastName