United States securities and exchange commission logo
June 14, 2023
Paul Carrazone
President and Chief Executive Officer
Legion Capital Corp
301 E Pine Street
Suite 850
Orlando, FL 32801
Re: Legion Capital Corp
Offering Statement
on Form 1-A
Filed May 25, 2023
File No. 024-12262
Dear Paul Carrazone:
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.
Form 1-A filed May 25, 2023
Terms of the Offering, page 22
1. We note your disclosure
here, on the cover page and on page 3 about the interest rate step-
up rights. Please
expand your disclosure to provide additional details as to how such step-
up rights will operate,
such as whether you will provide notice to bondholders of such
right prior to
maturity, and whether bondholders must affirmatively commit to a
repurchase at or
within 30 days of maturity, and what will happen to their funds if they
do not take any action.
Please also provide us an analysis as to whether you think the
step-up will result in
a new bond being issued and thus constitute a new security offering,
as it is unclear from
your disclosure here and on page 6. As such, please advise if you
anticipate the
repurchase will be considered a separate Regulation A offering, and if you
anticipate you will be
filing a new Form 1-A, or other form, to correspond with the
subsequent bond
offering. As part of your response, please also tell us how you think the
Paul Carrazone
Legion Capital Corp
June 14, 2023
Page 2
subsequent offerings will fit within the Tier 2 offering limit, not to
exceed $75,000,000.
See Rule 251(a)(2) of Regulation A. Finally, we note that such right
does not appear in
the Form of Bond filed as Exhibit 4.3, so please clarify if this right
is a feature of the bond
itself and how it will be memorialized such that bondholders are aware
of the right, and
whether you have ability to alter its availability.
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 John Stickel at 202-551-3324 or Susan Block at
202-551-3210 if you
have questions.
FirstName LastNamePaul Carrazone Sincerely,
Comapany NameLegion Capital Corp
Division of
Corporation Finance
June 14, 2023 Page 2 Office of
Finance
FirstName LastName