Hour Loop, Inc — Regulatory Filings 2021

Dec 16, 2021

CORRESP 1 filename1.htm

ANTHONY L.G., PLLC

| laura
aNTHONy, esq JOHN
CACOMANOLIS, ESQ CHAD
FRIEND, ESQ, LLM SVETLANA
ROVENSKAYA, ESQ | www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM |
| --- | --- |
| OF
COUNSEL: Jack
A. Fattal, esq. Jessica
Haggard, esq. MICHAEL
R. GEROE, ESQ, CIPP/US CRAIG
D. LINDER, ESQ PETER
P. LINDLEY, ESQ, CPA, MBA john
lowy, esq.* STUART
REED, ESQ Harris
Tulchin, Esq. * MARC
S. WOOLF, ESQ | DIRECT
E-MAIL: LANTHONY@ANTHONYPLLC.COM |

*licensed in FL and NY

**licensed in NY and NJ

*** licensed in NY

****licensed in Missouri

*licensed in CA, DC, MO and NY

**licensed in CA, FL and NY

*licensed in NY and NJ

**licensed in CA and HI (inactive in HI)

December 15, 2021

VIA ELECTRONIC EDGAR FILING

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: Hour Loop, Inc. Registration Statement on Form S-1 Filed on October 28, 2021 File No. 333-260540

Dear Sir or Madam:

We have electronically filed herewith on behalf of Hour Loop, Inc. (the “ Company ”) Amendment No. 1 (“ Amendment No. 1 ”) to the above-referenced Registration Statement on Form S-1. Amendment No. 1 is marked to show changes made from the previous filing made on October 28, 2021 (the “ Prior Filing ”). We have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) set forth in the Staff’s comment letter to Sam Lai, Chief Executive Officer of the Company, dated November 16, 2021. We trust you shall deem the contents of this letter responsive to your comment letter.

Registration Statement on Form S-1

Prospectus Summary

Improving Sales of Popular Items and Securing the Inventories Without Paying Higher Storage Fees by Partnering with Third Party Warehouses, page 9

1.
Response: In response to the Staff’s comment, the Company has revised the disclosure in Amendment No.1 to disclose its contracting
of third-party warehousing services for storage on pages 9 and 47.

Field: Page; Sequence: 2

Field: /Page

Selected Historical Consolidated Financial Data

Balance Sheet Data (at period end), page 15

| 2. |
| --- |
| Response: In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 so that working capital,
total liabilities and stockholders’ equity as of December 31, 2020 agree with the amounts reflected in the audited balance
sheet as of December 31, 2020. |

Risk Factors

By purchasing common stock in this offering, you are bound by the fee-shifting provision..., page 26

3.
Response: In response to the Staff’s comment, the Company has amended its Bylaws as well as Amendment No. 1 to reflect that the fee-shifting
provision does not apply to internal corporate claims.

Use of Proceeds, page 36

4.
Response: The Company acknowledges the Staff’s comment. However, as discussed with Staff, there was no use of the proceeds of such
indebtedness other than short-term borrowings used for working capital.

Capitalization, page 36

| 5. |
| --- |
| Response :
In response to the Staff’s comment, the Company has revised capitalization in Amendment No. 1 to reflect the repayment of the
December 2020 loan and accrued interest in the aggregate amount of approximately $ 1,004,907 in the “as adjusted” cash and cash equivalents balance. |

Field: Page; Sequence: 3

Field: /Page

| 6. |
| --- |
| Response: The Company acknowledges the Staff’s comment. However, as discussed with Staff, there is no longer a need to revise the
Company’s capitalization table as the capitalization has been updated as of September 30, 2021 and there are no longer items
that need to be reported on a “pro forma” basis prior to giving effect to the offering and the related use of proceeds.
In light of the foregoing, as discussed with Staff, the Company has deleted the bullet point preceding the capitalization table which
describes items being disclosed on a pro-forma basis and deleted the “Pro forma” column from the capitalization table.
Therefore, this SEC comment is no longer applicable. |
| Also,
your total capitalization amounts presented in each column should include your long-term debt. Please revise. |
| Response: In response to the Staff’s comment, the Company has revised Amendment No. 1 so that total capitalization amounts presented
in each column include its long-term debt. |

| 7. |
| --- |
| Response: The Company computed its as adjusted paid in capital of $4,727,875 as of September 30, 2021 as follows ($4,291 actual (unaudited)
paid in capital plus $6,000,000 gross proceeds minus $480,000 commissions minus $796,266 offering expenses minus $150 increase in
common stock from par value). |

If the Staff has any further comments regarding Pre-Effective Amendment No. 1 to the registration statement on Form S-1, or any subsequent amendments to the Company’s registration statement on Form S-1, please feel free to contact the undersigned.

| Anthony
L.G., PLLC | |
| --- | --- |
| By: | /s/
Laura Anthony |
| | Laura
Anthony, Esq. |

cc:
Linda
Cvrkel/U.S. Securities and Exchange Commission
Karina
Dorin/U.S. Securities and Exchange Commission
Timothy
S. Levenberg/U.S. Securities and Exchange Commission
Sam
Lai/Hour Loop, Inc.
Craig
D. Linder, Esq./Anthony L.G., PLLC

625 N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

Field: Page; Sequence: 4; Options: Last

Field: /Page