SEC – ‘UPLOAD’ from 10/11/22 re: Miso Robotics, Inc. – ‘TEXT-EXTRACT’

On:  Tuesday, 10/11/22, at 6:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-11176

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     39K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     8K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

October 11, 2022      

Kevin Morris                                                      
Chief Financial Officer                                           
Miso Robotics, Inc.                                               
680 East Colorado Blvd, Suite 500                                 
Pasadena, CA 91101                                                

                                                       Re: Miso Robotics, Inc.
                                                          Amendment No. 3 to
Offering Statement on Form 1-A                                                  
                                                        Filed October 5,
2022                                                                            
                                                          File No. 024-11964

Dear Kevin Morris:                                                

         We have reviewed your amended offering statement and have the
following comment. In                                                           
  our comment, 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 comment applies 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 this comment, we may have additional comments.

Amendment No. 3 to Form 1-A                                       

General                                                           

1.                                                   Revise your offering 
circular, including the cover page, to clearly disclose that the                
                                                  securities you are
offering and seeking to qualify under Regulation A to include your              
                                                  Series E Preferred
Stock and the Common Shares available upon conversion of the Series             
                                                     E Preferred Stock and
the Bonus Shares. State the maximum amount of securities                        
                                                 issuable upon the
conversion of any convertible securities and the fixed rate at which such       
                                                      conversion will occur.
Your revisions should include updating the tabular disclosure on                
                                                       your cover page showing
the "Securities Offered by the Company" and revising Item 4 of                  
                                                       Part I of your Form 1-A
offering statement.                                                             
Kevin Morris                                                                  
FirstName LastNameKevin Morris                                                  
Miso Robotics, Inc.                                                             
Comapany                                                                        
October 11,NameMiso                                                             
2022    Robotics, Inc.                                  
October                                                                         
Page 2 11, 2022 Page 2                                                          
FirstName LastName                                                              
    You may contact Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 Jan
Woo, Legal                                                                      
Branch Chief, at 202-551-3453 with any other questions.                         

                                          Sincerely,

                                                       Division of Corporation
Finance                                                                         
                                                    Office of Technology
cc:      Andrew Stephenson                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/11/22		UPLOAD
		10/5/22		1-A/A,  CORRESP,  UPLOAD
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