United States securities and exchange commission logo
October 18, 2022
Byron L. Bennett
President
Zergratran SA, Inc.
501 East Las Olas Blvd., Suite 207
Fort Lauderdale, FL 33301
Re: Zergratran SA, Inc.
Offering Statement
on Form 1-A
Filed September 27,
2022
File No. 024-12006
Dear Byron L. Bennett:
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.
Registration Statement on Form 1-A
Risk Factors
Using a credit card to purchase shares may impact the return on your
investment as well as
subject you to other risks..., page 8
1. We note you disclose
that investors will have the option of paying for their investment
with a credit card.
However, we are unable to locate such disclosure in your subscription
agreement. Please
revise or advise.
Plan of Distribution and Selling Securityholders, page 12
2. We note you disclose
that the commencement of the sales of the shares of common stock
will be within two
calendar days from the qualification date on a continuous basis
thereafter until the
maximum number of shares of common stock offered are sold or the
offering is earlier
terminated. Note that under Rule 251(d)(3)(i)(F), securities may be
Byron L. Bennett
FirstName LastNameByron L. Bennett
Zergratran SA, Inc.
Comapany
October 18,NameZergratran
2022 SA, Inc.
October
Page 2 18, 2022 Page 2
FirstName LastName
offered in an amount that at the time of qualification is reasonably
expected to be offered
and sold within two years, even though the offering statement may be
used for up to three
years if it meets the conditions of the rule. Please revise your
disclosure to comply with
Rule 251(d)(3)(i)(F).
Use of Proceeds to Issuer, page 15
3. We note you disclose on page 6 that you will use the proceeds of this
offering for the Pre-
Feasibility and Feasibility phases of your PILA project and that the
Pre-Feasibility phase
can be completed with $5 million. Please expand your disclosure to
disclose the amounts
that will need to be raised to complete your Feasibility and
Construction phases.
Directors, Executive Officers and Significant Employees, page 22
4. Please expand your disclosure to detail all of your officers' and
directors' business
experience during the last five years, including in each case their
principal occupations
and employment during that period and the name and principal business
of any
corporation or other organization in which such occupations and
employment were carried
on. In that regard, we note you disclose on page 26 that each of your
officers and
directors are officers and directors of the company's sole
shareholder, Zergratran, Inc. See
Item 10(c) of Part II of Form 1-A.
Security Ownership of Management and Certain Securityholders, page 25
5. Please identify the natural person or persons with voting or
investment control over the
shares held by Zergratran, Inc.
General
6. We note that your subscription agreement includes a forum selection
clause that
designates the Court of Chancery of the State of Delaware or,
alternatively, a federal court
of competent jurisdiction in the State of Delaware for all actions or
proceedings relating to
the subscription agreement. However, the forum selection provision in
Article VII of your
Certificate of Incorporation identifies the Court of Chancery of the
State of Delaware as
the exclusive forum for certain litigation, including any
derivative action. Please
reconcile these potentially conflicting provisions. In addition,
please disclose whether the
forum selection provision in your Certificate of Incorporation applies
to actions arising
under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder. If the provision applies to
Securities Act claims, please
also revise your offering circular to state that there is uncertainty
as to whether a court
would enforce such provision and that investors cannot waive
compliance with the federal
Byron L. Bennett
Zergratran SA, Inc.
October 18, 2022
Page 3
securities laws and the rules and regulations thereunder. If this
provision does not apply to
actions arising under the Securities Act or Exchange Act, please also
ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does not
apply to any actions
arising under the Securities Act or Exchange Act.
7. Please revise the Summary and Business sections of your offering
statement to describe
the current status of your operations, including whether you have
commenced any pre-
feasibility work or obtained any regulatory approvals, and discuss
material hurdles and
expected operating costs. In that regard, we note you disclose on page 4
that you have a
limited operating history and have not commenced production on any
property.
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.
Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Karina
Dorin, Staff
Attorney at 202-551-3763 with any questions.
Sincerely,
FirstName LastNameByron L. Bennett
Division of
Corporation Finance
Comapany NameZergratran SA, Inc.
Office of Energy &
Transportation
October 18, 2022 Page 3
cc: Jamie Ostrow
FirstName LastName