SEC Comment Letter for Dalrada Technology Group, Inc. (DHTI) (CIK 0000725394) (DHTI) — Aug 24, 2020
Dalrada Technology Group, Inc. (DHTI) (CIK 0000725394)
Date: Aug. 24, 2020 · CIK: 0000725394 · Accession: 0000000000-20-007908
AI Filing Summary & Sentiment
File numbers found in text: 333-241742
Letter
United States securities and exchange commission logo August 24, 2020 Brian Bonar Chief Executive Officer Dalrada Financial Corporation 600 La Terraza Blvd. Escondido, CA 92025 Re:Dalrada Financial Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed August 19, 2020 File No. 333-241742 Dear Mr. Bonar: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 14, 2020 letter. Amendment No. 1 to Registration Statement on Form S-1/A filed August 19, 2020 Cover Page 1.We note your response to our prior comment 1. Because you are not eligible to conduct an at-the-market offering under Rule 415(a)(4), the shares that you are selling in your Direct Offering are required to be sold at a fixed price for the duration of the offering. Please revise your offering statement to reflect that you are selling the shares in your Direct Offering at a fixed price for the duration of the offering. General 2.Please update your financial statements to include the year ended June 30, 2020. See Rule 8-08 of Regulation S-X.
FirstName LastNameBrian Bonar Comapany NameDalrada Financial Corporation August 24, 2020 Page 2 FirstName LastName Brian Bonar Dalrada Financial Corporation August 24, 2020 Page 2
Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Fletcher Robbe, Esq.
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United States securities and exchange commission logo
August 24, 2020
Brian Bonar
Chief Executive Officer
Dalrada Financial Corporation
600 La Terraza Blvd.
Escondido, CA 92025
Re:Dalrada Financial Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed August 19, 2020
File No. 333-241742
Dear Mr. Bonar:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 14, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1/A filed August 19, 2020
Cover Page
1.We note your response to our prior comment 1. Because you are not eligible to conduct an
at-the-market offering under Rule 415(a)(4), the shares that you are selling in your Direct
Offering are required to be sold at a fixed price for the duration of the offering. Please
revise your offering statement to reflect that you are selling the shares in your Direct
Offering at a fixed price for the duration of the offering.
General
2.Please update your financial statements to include the year ended June 30, 2020. See Rule
8-08 of Regulation S-X.
FirstName LastNameBrian Bonar
Comapany NameDalrada Financial Corporation
August 24, 2020 Page 2
FirstName LastName
Brian Bonar
Dalrada Financial Corporation
August 24, 2020
Page 2
Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Fletcher Robbe, Esq.