United States securities and exchange commission logo
April 17, 2023
JD Larsen
Chief Financial Officer
Chosen, Inc.
4 S 2600 W
Suite 5
Hurricane, UT 84737
Re: Chosen, Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed April 3, 2023
File No. 000-56519
Dear JD Larsen:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G filed April 3,
2023
Item 1. Business.
Recent Transactions, page 5
1. We note that on
November 29, 2022, you entered into a Contribution Funding and
Production Agreement.
an Intellectual Property Assignment and Limited Assumption
Agreement and a License
Agreement for financial contributions in the aggregate amount
of $150,000,000, of
which $4,500,000 was to be allocated as the purchase price for the
intellectual property
rights and assets associated with the Chosen Series along with
an exclusive license to
the commercial rights related to the development, production,
distribution and
licensing of the Chosen Series. Please provide us with a detailed
discussion of how you
accounted for these agreements and site the specific authoritative
literature to support
you accounting treatment.
JD Larsen
FirstName LastNameJD Larsen
Chosen, Inc.
Comapany
April NameChosen, Inc.
17, 2023
April 217, 2023 Page 2
Page
FirstName LastName
Item 7. Certain Relationships and Related Transactions, and Director
Independence, page 26
2. We note your response to comment 14 and reissue. While we acknowledge
your new
disclosure on page 27 of the registration statement, we note that no
new transactions have
been disclosed; however, we note that on page F-16 you disclose an
October 18, 2022
transaction with Angel Studios, Inc. Please either include all of the
information required
by the applicable provisions of Item 404 of Regulation S-K or tell us
why you believe no
additional disclosure is required. Refer to Item 404(d) of Regulation
S-K.
Financial Statements for the Years Ended December 31, 2022 and 2021
Notes to the Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
Leases, page F-10
3. We note from your disclosure on page 21 and per review of exhibit
10.16 that you have
entered into a lease for a certain tract of land located in
Midlothian, Texas, and the
buildings and other improvements located on the land, including the
buildings to be
constructed by the Company. Please provide us with a detailed
discussion of how you
accounted for this lease under ASC 842, particularly your accounting
for the
improvements to be constructed on the land and your classification and
measurement of
the lease based on the lease payments. In addition, please clarify if
the land and buildings
disclosed in property, plant and equipment on page F-10 are the same
land and buildings
under this lease.
4. Per review of exhibit 10.14 and 10.15, we note that you entered into a
Short Term Lease
Agreement and a Location Agreement for the use of the replica City of
Capernaum in
Midlothian, Texas, that is owned by The Salvation Army. Please provide
us with a
detailed discussion of how you accounted for these agreements and site
the specific
authoritative accounting literature you utilized to support your
accounting treatment.
Revenue Recognition, page F-11
5. We note that you have recorded contribution revenue for donation
proceeds received by
the Come and See Foundation that have been remitted to you under the
terms of a License
Agreement. Please tell us how you considered the definition of revenue
in the FASB
Glossary, i.e. inflows from delivering or producing goods, rendering
services, or other
activities that constitute the entity's ongoing major or central
operations, and the
presentation guidance in Rule 5-03 of Regulation S-X in characterizing
these proceeds as
revenues.
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.
JD Larsen
Chosen, Inc.
April 17, 2023
Page 3
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at 202-551-8071
with any other
questions.
Sincerely,
FirstName LastNameJD Larsen
Division of
Corporation Finance
Comapany NameChosen, Inc.
Office of Trade &
Services
April 17, 2023 Page 3
cc: Giovanni Caruso
FirstName LastName