SEC Company Response from Dalrada Technology Group, Inc. (DHTI) (CIK 0000725394) (DHTI) — Oct 21, 2020
Dalrada Technology Group, Inc. (DHTI) (CIK 0000725394)
Date: Oct. 21, 2020 · CIK: 0000725394 · Accession: 0001683168-20-003501
AI Filing Summary & Sentiment
File numbers found in text: 333-241742
Referenced dates: August 24, 2020
Letter
Fletcher Robbe International Attorneys At Law
9465 Wilshire Blvd. Suite 300, Beverly Hills CA 9021
(562) 818 3751
Email: frobbe@frobbeintl.com
October 21, 2020
United States
Securities and Exchange Commission
Division of Corporate Finance
Office of Natural Resources
Washington, DC 20549
Re: Dalrada Financial Corporation
Amendment No. 1 to Registration on Form S-1
Filed August 19, 2020
File No. 333-241742
To Whom It May Concern:
We are securities counsel to Dalrada Financial Corporation (“DFCO” or the “Company”), and on behalf of the Company, this letter sets forth the responses of the Company to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated August 24, 2020 (the “Comment Letter”) regarding the Staff’s review of the Company’s Registration Statement Amendment No. 1to Registration Statement on Form S-1 submitted August 19, 2020 (File No. 333-241742) (the “Filing”). The Company’s response set forth below correspond to the comment as numbered in the Comment 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.
Response: In response to the Staff’s comments, the Company has updated the Cover page to include the following for the Direct Offering fixed price:
For the Direct Offering:… all shares are sold, for sale to the public by us at a fixed price of $0.08 per share for the duration of the offering. This offering will terminate when all 10,000,000 shares are sold or one year from the date of effectiveness, unless we terminate it earlier;
In addition, we have made similar disclosure in response to Comment 1 under: (i) The Offering-Terms of the Offering; (ii) The Risk Factor - The Company is conducting this Offering by the efforts of our officers and directors without the benefit of an underwriter…, and (iii) Plan of Distribution – Terms 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.
Response: The Audited Financial statements for the year ended June 30, 2020 have been included. The Form 10K was filed on October 15, 2020.
Please direct your questions or comments regarding this response to me at frobbe@frobbeintl.com. Thank you for your assistance.
Very Truly
Yours:
/s/ Fletcher
Robbe International Attorneys At Law
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Fletcher Robbe International Attorneys
At Law
9465 Wilshire Blvd. Suite 300, Beverly Hills
CA 9021
(562) 818 3751
Email: frobbe@frobbeintl.com
October 21, 2020
United States
Securities and Exchange Commission
Division of Corporate Finance
Office of Natural Resources
Washington, DC 20549
Re:
Dalrada Financial Corporation
Amendment No. 1 to Registration on Form S-1
Filed August 19, 2020
File No. 333-241742
To Whom It May Concern:
We are securities counsel
to Dalrada Financial Corporation (“DFCO” or the “Company”), and on
behalf of the Company, this letter sets forth the responses of the Company to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated August 24, 2020 (the
“Comment Letter”) regarding the Staff’s review of the Company’s Registration Statement Amendment
No. 1to Registration Statement on Form S-1 submitted August 19, 2020 (File No. 333-241742) (the “Filing”). The
Company’s response set forth below correspond to the comment as numbered in the Comment 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.
Response:
In response to the Staff’s comments, the Company has updated the Cover page to include the following for the Direct Offering
fixed price:
For the Direct Offering:…
all shares are sold, for sale to the public by us at a fixed price of $0.08 per share for the duration of the offering. This offering
will terminate when all 10,000,000 shares are sold or one year from the date of effectiveness, unless we terminate it earlier;
In addition, we have made similar
disclosure in response to Comment 1 under: (i) The Offering-Terms of the Offering; (ii) The Risk Factor - The Company is conducting
this Offering by the efforts of our officers and directors without the benefit of an underwriter…, and (iii)
Plan of Distribution – Terms of the Offering.
1
General
2.
Please update your financial statements to include the year ended June 30, 2020. See Rule 8-08 of Regulation S-X.
Response: The Audited Financial
statements for the year ended June 30, 2020 have been included. The Form 10K was filed on October 15, 2020.
Please
direct your questions or comments regarding this response to me at frobbe@frobbeintl.com.
Thank you for your assistance.
Very Truly
Yours:
/s/ Fletcher
Robbe International Attorneys At Law
Fletcher Robbe International Attorneys At Law
cc:
Brian Bonar
Chief Executive Officer
Dalrada Financial Corporation
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