SEC – ‘UPLOAD’ from 10/2/23 re: Cabbacis Inc. – ‘TEXT-EXTRACT’

On:  Monday, 10/2/23, at 12:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-23-10868

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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     45K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         5±    17K 
                Text                                                             

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

United States securities and exchange commission logo                           

October 2, 2023       

Joseph Pandolfino                                                 
Chief Executive Officer and Chairman of the Board                 
Cabbacis Inc                                                      
3193 Buffalo Avenue, Unit 1                                       
Niagara Falls, New York 14303                                     

                                                Re: Cabbacis Inc
                                                      Draft Offering
Statement on Form 1-A                                                           
                                                           Submitted September
5, 2023                                                                         
                                                          CIK No. 0001987010

Dear Joseph Pandolfino:                                           

                                                       We have reviewed your
draft offering statement and have the following comments.                       

      Please respond to this letter by providing the requested
information and either submitting                                               
  an amended draft offering statement or publicly filing your offering
statement on EDGAR.                                                             
      Please refer to Rule 252(d) regarding the public filing requirements for
non-public submissions,                                                         
    amendments and correspondence. If you do not believe a comment applies
to your facts and                                                               
      circumstances or do not believe an amendment is appropriate, please tell
us why in your                                                                  
      response. After reviewing your amended draft offering statement or filed
offering statement and                                                          
 the information you provide in response to this letter, we may have
additional comments.                                                            

Draft Offering Statement on Form 1-A                              

Risk Factors, page 7                                              

  1.                                                   We note your disclosure
that you rely on a small number of independent farmers for                      
                                                 tobacco and hemp.
Please update your risk factor to state any disruptions you have                
                                                       experienced due to such
reliance.                                                                       
Use of Proceeds, page 24                                          

2.                                                   Please revise this   
section to state the approximate amount intended to be used for each            
                                                 principal purpose
stated in this section. See Item 6 of Form 1-A.                                 
Joseph Pandolfino                                                             
FirstName  LastNameJoseph Pandolfino                                            
Cabbacis Inc                                                                    
Comapany                                                                        
October    NameCabbacis Inc                                                     
2, 2023                                                         
October                                                                         
Page 2 2, 2023 Page 2                                                           
FirstName LastName                                                              
Capitalization, page 25                                                         

3.       Please revise your disclosures as follows:                             

             Refer to the first column and re-label as Actual, rather than
Pro Forma.                                                                      

      Expand the Members' (Deficit) Equity and Shareholders'
(Deficit) Equity sections for                                                   
         the respective line items of Common shares, Common stock, and
Series A Preferred                                                              
     Stock, to disclose the components of par value, number of
authorized and issued                                                           
       shares, actual shares outstanding and pro forma as adjusted
shares outstanding.                                                             

             For the Members' (Deficit) Equity section, revise to disclose
that the Common shares                                                          
             are instead Membership Units comprised of Founder Units and Class
A Units, as                                                                     
disclosed in the balance sheet on page F-19.        

           Within the two columns of actual and pro forma as adjusted,
where there is no                                                               
           amount, please omit the use of the dollar ($) sign or provide a
dash (-) indicting none.                                                        

            Provide a note to the table disclosing that the pro forma as
adjusted column also gives                                                      
          effect to the August 2023 Share Exchange between Cabbacis Inc.
and Cabbacis LLC,                                                               
      thus the presentation of the Members' (Deficit) Equity and
Shareholders' (Deficit)                                                         
          Equity sections in the table. Also revise or explain to us why
there are two separate                                                          
             line items for additional paid-in capital under the Shareholders'
(Deficit) Equity                                                                
section, rather than one line item.                 

Net Tangible Book Value Dilution, page 26                                       

4.       Please limit your calculation of net tangible book value and pro forma 
dilution per share to                                                           
        two decimal points. In addition, refer to note (1) to the second table
where you disclose                                                              
       that 600,000 shares of common stock are underlying the 600,000 shares
of Series A                                                                     
        Preferred Stock. Disclose this information in note (1) of the Offering
(on page 6), and                                                                
        also as a note in Capitalization (on page 25). In this regard, we note
your computation of                                                             
       common stock to be outstanding is inclusive of the Series A preferred
stock. Also                                                                     
  disclose the conditions to which the Series A preferred stock is
convertible into common                                                         
 stock or why you have determined that the preferred shares have
underlying common                                                               
shares.                                                       
Joseph Pandolfino                                                             
FirstName  LastNameJoseph Pandolfino                                            
Cabbacis Inc                                                                    
Comapany                                                                        
October    NameCabbacis Inc                                                     
2, 2023                                                         
October                                                                         
Page 3 2, 2023 Page 3                                                           
FirstName LastName                                                              
Management's Discussion and Analysis of Financial Condition and Results of      
Operations                                                                      
Liquidity and Capital Resources, page 31                                        

5.       Please expand the second paragraph on page 31 to also describe your    
plan of operations                                                              
        for the 12 months following the commencement of the proposed Offering.
Also,                                                                           
  disclose if in your opinion, the proceeds from the Offering will
satisfy your cash                                                               
   requirements or whether it is anticipated it will be necessary to
raise additional funds in                                                       
    the next six months to implement your plan of operations. Refer to
Part II, Item 9,                                                                
Instruction to Item 9(c) of the Form 1-A.                     

Executive Compensation, page 43                                                 

6.       Please provide, in tabular format, the information required by Item 11 
of Form 1-A.                                                                    
Note 1. Organization and Nature of Business, page F-4                           

7.       We note your financial statements include an audited balance sheet     
only. Please provide                                                            
    an explanation as to why you have not also presented statements of
operations and cash                                                             
     flows. In this regard, disclose whether the omission of these other
financial statements are                                                        
 because the Company has not commenced operations and has no (or
nominal) assets or                                                              
liabilities.                                                  

Note 5. Subsequent Events, page F-6                                             

8.       In the last paragraph, we note the Share Exchange will be accounted    
for as a                                                                        
recapitalization. Please expand to explain the nature of the  
accounting for a                                                                
        recapitalization, and describe the common control interest between the
two entities.                                                                   
Disclose that no goodwill is to be recognized.                

Audited Financial Statements of Cabbacis LLC                                    
Report of Independent Registered Public Accounting Firm, page F-7               

9.       Please disclose the name and signature of the independent registered   
public accounting                                                               
       firm. In addition, please have the accounting firm also address their
auditor's report to                                                             
        your board of directors in addition to your shareholder members. Refer
to Rule 2-02(a) of                                                              
Regulation S-X and also to paragraph .07 of PCAOB AS No. 3101.
Joseph Pandolfino                                                             
FirstName  LastNameJoseph Pandolfino                                            
Cabbacis Inc                                                                    
Comapany                                                                        
October    NameCabbacis Inc                                                     
2, 2023                                                         
October                                                                         
Page 4 2, 2023 Page 4                                                           
FirstName LastName                                                              
Note 6. Property and Equipment, page F-26                                       

10.      We note you acquired all of your property and equipment during the six 
months ended                                                                    
   June 30, 2023. We note your disclosure on page F-24 that you will
begin depreciation                                                              
       when production of cigarettes for sale to customers commences. To the
extent any of the                                                               
     property and equipment acquired to date is held and in use and does
not represent                                                                   
        manufacturing equipment to be placed into service, please disclose the
expected                                                                        
       depreciation method and useful lives for such equipment and fixtures,
and clarify that                                                                
        depreciation commenced upon the property placed into service. Refer to
ASC 360-10-50-                                                                  
1.                                                            

Exhibits                                                                        

11.      Please file all material agreements referenced, including but not      
limited to, the greenhouse                                                      
service agreement.                                            
Please contact Beverly Singleton at 202-551-3328 or Hugh West at  
202-551-3872 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any     
other questions.                                                                

                                                        Sincerely,

                                                         Division of
Corporation Finance                                                             
                                                       Office of
Manufacturing                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/2/23		UPLOAD
		9/5/23		DOS,  UPLOAD
		6/30/23		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/05/23  Cabbacis Inc.                     DOS¶       10/20/23    7:2.3M                                   EdgarAgents LLC/FA