Blueprint
|
Robert R. Kaplan, Jr.
Direct
Dial: 804.823.4055
Direct
Fax: 804.823.4099
rkaplan@kvlegal.com
|
June
12, 2018
VIA EDGAR AND FEDEX OVERNIGHT
Ms.
Sonia Bednarowski
Ms.
Anne Nguyen Parker
Office
of Transportation and Leisure
Division of
Corporation Finance
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington, DC
20549
Amendment
No. 4 to Offering Statement on Form 1-A
Filed
June 12, 2018
File
No. 02410814
Dear
Ms. Bednarowski and Ms. Parker:
This
letter is submitted on behalf of The Chosen, LLC, a Utah limited
liability company (the “Issuer”), in response to
comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) in a letter
(the “Comment
Letter”) dated June 8, 2018 with respect to the
Issuer’s third amendment, filed with the Commission on May
25, 2018 (the “Third
Amendment”), to its Offering Statement on Form 1-A
(File No. 02410814), filed with the Commission on March 8, 2018
(the “Offering
Statement”). This letter is being submitted
contemporaneously with the filing of the fourth amendment to the
Offering Statement (the “Fourth Amendment”)
containing changes made in response to the Staff’s comments
and for the purpose of updating and revising certain information in
the Offering Statement. Certain capitalized terms set forth in this
letter are used as defined in the Fourth Amendment.
For
ease of reference, each Staff comment contained in the Comment
Letter is reprinted below in bold, numbered to correspond with the
paragraph numbers assigned in the Comment Letter and is followed by
the corresponding response of the Issuer.
For the
Staff’s ease of review, we have also provided two clean
copies of the Fourth Amendment, along with two redlines marked
against the Third Amendment. All page references within the
Issuer’s responses are to pages of the clean copy of the
Fourth Amendment.
Richmond
Office | 1401 E. Cary St. | Richmond, VA 23219 | Phone:
804.823.4000
Richmond
Office Mailing Address | P.O. Box 2470 | Richmond, VA
23218-2470
www.kv-legal.com
General
1.
We
note your response to our prior comment 1 that "the VidAngel
solicitation page has been updated with the URL that links to
[your] SEC filings page, which includes the most recent amendment
to [your] Form 1-A." However, the VidAngel solicitation page,
located at
https://www.vidangel.com/TheChosen, continues to include a
link directly to your initial offering statement. The link provided
on the VidAngel solicitation page is https://www.sec.
gov/Archives/edgar/data/1733443/000165495418002281/chosen_1-a.htm.
Update the solicitation of interest on VidAngel's website to link
to the most recent amendment of your Form 1-A.
Issuer’s
Response:
The
Issuer apologizes for any confusion with regard to the link on its
VidAngel Solicitation of Interest page. The VidAngel team has
assured the Issuer that the link has been updated to: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001733443
so that visitors to the solicitation page will be able to
retrieve the most recent preliminary offering circular for the
offering. Further, the VidAngel team has indicated that it
previously updated the link from the initial offering statement,
and has previously provided links to the Issuer and its counsel
showing the same. However, when accessing the solicitation
page from a search or without a provided link, Issuer’s
counsel has had problems with accessing a cached solicitation of
interest page, reflecting the old initial offering statement link,
rather than an updated solicitation page with the new link.
Upon instruction from the VidAngel team, we performed a “hard
refresh” and are now viewing the updated solicitation page
containing the link referenced above. Further, the VidAngel
team has assured us that the technical issues causing the old
cached page reflecting the old link to be accessed instead of the
updated page with the new link have been addressed, such that
investors will not be required to “hard refresh” the
page in order to see the most recent version.
2.
We
note your response to our prior comment 2 and your revised offer
structure. Please confirm that investors will be informed how many
bonus units they would actually receive, if any, and could then
decide whether or not to invest in the offering. In this regard, we
note that the bonus units will be issued on a “first-come,
first served, basis” and that “[o]nce [you] have issued
900,000 bonus Units, [you] will not issue any additional bonus
Units in this offering.” To the extent that any investor
would otherwise be eligible to receive bonus units but for the fact
that you had already issued all 900,000 bonus units, please confirm
that you will inform these investors that they will not receive the
full amount of bonus units, or any, and confirm that they will be
given the opportunity to decide whether or not to invest in the
offering.
In
addition, refer to Note (a) to the Securities Act Rule 251(a) for
purposes of computing the aggregate offering price. Note that in
this context, the value of the bonus shares will equal your $1 per
share offering price. Revise Item 4 of Part I of your Form 1-A
accordingly.
Issuer’s
Response:
In
response to the Staff’s comment, please see the
Issuer’s revised disclosure on pages 2, 13 and 26 and Item 4
of Part I of the Fourth Amendment.
Risk Factors
Fee Shifting, page 6
3.
We
note your response to our prior comment 5. Revise your disclosure
in this section and on page 26 to clarify whether the fee-shifting
provision applies to claims brought by members and former members
against directors, officers, former directors and former officers
related to their roles as directors and officers of the company.
Similarly, clarify whether the exclusive forum provision applies to
claims brought by members and former members against former
directors and former officers that are related to such individuals'
roles as officers and directors of the company.
Issuer’s
Response:
In
response to the Staff’s comment, please see the
Issuer’s revised disclosure on pages 6 and 26 of the Fourth
Amendment.
Dilution, page 12
4.
Please
revise to include the effective price per share which also takes
into account the 900,000 Units to be issued as bonus
Units.
Issuer’s
Response:
In
response to the Staff’s comment, please see the
Issuer’s revised disclosure on page 12 of the Fourth
Amendment.
The
Issuer respectfully believes that the information contained herein
is responsive to the Comment Letter. Please feel free to contact me
at the above number for any questions related to this letter. We
appreciate the Staff’s timely response.
Very
truly yours,
/s/ Robert R. Kaplan, Jr.
Robert
R. Kaplan, Jr.
CC
Derral Eves (via
electronic mail)
T. Rhys
James, Esq. (via electronic mail)
Kaitlin
L. Cannavo, Esq. (via electronic mail)