SEC Comment Letter 0000000000-23-005749 to AIR T INC (AIRT, AIRTP) (CIK 0000353184) (AIRT)
AIR T INC (AIRT, AIRTP) (CIK 0000353184)
Date: May 31, 2023 · CIK: 0000353184 · Accession: 0000000000-23-005749
AI Filing Summary & Sentiment
Referenced dates: May 26, 2023
Letter
United States securities and exchange commission logo May 31, 2023 Philip Colton Shareholder Winthrop & Weinstine, P.A. 225 S 6th Street Minneapolis, MN 55402 Re:AIR T, Inc. Schedule TO-I filed May 18, 2023 Response letter dated May 26, 2023 File No. 005-33793 Dear Philip Colton: We have reviewed your response letter 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 these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. All defined terms used here have the same meaning as in your offer materials. CORRESP filed May 26, 2023 General 1.We reissue comment 1. In this regard, we are unable to agree with your analysis and conclusion regarding the availability of the exemption under Section 3(a)(9) of the Securities Act in the context of this Exchange Offer. As noted in comment 1, for an early commencement offer, a registration statement registering the offer and sale of the TruPS should have been filed and disseminated when the tender offer commenced to avoid a violation of Section 5 of the Securities Act. See Securities Act Rule 162. Please advise how you intend to proceed. 2.We reissue comment 3. We continue to have concerns that the Exchange Offer as currently structured does not satisfy Item 4 of Schedule TO and Item 1004(a) of Regulation M-A. Please revise or advise.
FirstName LastNamePhilip Colton Comapany NameWinthrop & Weinstine, P.A. May 31, 2023 Page 2 FirstName LastName Philip Colton Winthrop & Weinstine, P.A. May 31, 2023 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 31, 2023
Philip Colton
Shareholder
Winthrop & Weinstine, P.A.
225 S 6th Street
Minneapolis, MN 55402
Re:AIR T, Inc.
Schedule TO-I filed May 18, 2023
Response letter dated May 26, 2023
File No. 005-33793
Dear Philip Colton:
We have reviewed your response letter 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. All defined terms used here have the same meaning as in your offer materials.
CORRESP filed May 26, 2023
General
1.We reissue comment 1. In this regard, we are unable to agree with your analysis and
conclusion regarding the availability of the exemption under Section 3(a)(9) of the
Securities Act in the context of this Exchange Offer. As noted in comment 1, for an early
commencement offer, a registration statement registering the offer and sale of the TruPS
should have been filed and disseminated when the tender offer commenced to avoid
a violation of Section 5 of the Securities Act. See Securities Act Rule 162. Please advise
how you intend to proceed.
2.We reissue comment 3. We continue to have concerns that the Exchange Offer as
currently structured does not satisfy Item 4 of Schedule TO and Item 1004(a) of
Regulation M-A. Please revise or advise.
FirstName LastNamePhilip Colton
Comapany NameWinthrop & Weinstine, P.A.
May 31, 2023 Page 2
FirstName LastName
Philip Colton
Winthrop & Weinstine, P.A.
May 31, 2023
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions