SEC Company Response from CPI AEROSTRUCTURES INC (CVU) (CIK 0000889348) (CVU) — Sep 15, 2017
CPI AEROSTRUCTURES INC (CVU) (CIK 0000889348)
Date: Sept. 15, 2017 · CIK: 0000889348 · Accession: 0001387131-17-004690
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220090
Referenced dates: September 14, 2017
Letter
Office of Transportation and Leisure Securities and Exchange Commission Re: CPI Aerostructures, Inc. Registration Statement on Form S-3 Filed: August 22, 2017 File No. 333-220090
Dear Mr. McWilliams:
On behalf of CPI Aerostructures, Inc. (“Registrant”), we respond as follows to the Staff’s comment letter, dated September 14, 2017, relating to the above-captioned Registration Statement (“Registration Statement”).
For the Staff’s convenience, we have recited the Staff’s comment and provided Registrant’s response immediately thereafter.
General
1. Please advise whether you believe you are eligible to conduct a primary offering pursuant to General Instruction I.B.1 of Form S-3. If so please provide us with your basis for that conclusion. If you do not meet that public float requirement and intend to rely instead upon General Instruction I.B.6 of Form S-3, please revise to include the information required by Instruction 7 on the prospectus cover page.
Registrant is eligible to conduct a primary offering pursuant to General Instruction I.B.1 of Form S-3. The aggregate market value of Registrant’s common equity held by non-affiliates, computed by use of the price at which Registrant’s common equity was last sold as of a date within 60 days prior to the date of filing of the Registration Statement, is $75 million or more.
Securities and Exchange Commission
September 15, 2017
Page 2
Below is the calculation of the aggregate market value of Registrant’s common equity held by non-affiliates on the date of filing of the Registration Statement.
Number of shares of Registrant’s common equity outstanding 8,846,818
Number of shares of Registrant’s common equity held by affiliates -985,165
Number of shares of Registrant’s common equity held by non-affiliates 7,861,653
The last sale price of Registrant’s common equity in the principal market for the common equity on July 24, 2017 (date within 60 days prior to the date of filing of the Registration Statement) was $10.00/share.
The aggregate market value of Registrant’s common equity held by non-affiliates on the date of filing of the Registration Statement is $78,616,530 (7,861,653 shares of common equity held by non-affiliates x $10.00/share).
* * * * * *
If you have any questions, please do not hesitate to contact me at the above e-mail address or telephone or facsimile numbers.
Sincerely,
/s/ Paul Lucido
Show Raw Text
CORRESP
1
filename1.htm
Graubard
Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1101
Facsimile
Direct Dial Number
(888) 225-3469
(212) 818-8675
E-Mail
plucido@graubard.com
September 15, 2017
J. Nolan McWilliams, Esq.
Attorney - Advisor
Office of Transportation and Leisure
Mail Stop 3561
Securities and Exchange Commission
Washington, D.C. 20549
Re: CPI Aerostructures, Inc.
Registration Statement on Form S-3
Filed: August 22, 2017
File
No. 333-220090
Dear
Mr. McWilliams:
On behalf of CPI Aerostructures, Inc.
(“Registrant”), we respond as follows to the Staff’s comment letter, dated September 14, 2017, relating to the
above-captioned Registration Statement (“Registration Statement”).
For the Staff’s convenience, we
have recited the Staff’s comment and provided Registrant’s response immediately thereafter.
General
1. Please advise whether you believe you are eligible to conduct a primary offering
pursuant to General Instruction I.B.1 of Form S-3. If so please provide us with your basis for that conclusion. If you do not
meet that public float requirement and intend to rely instead upon General Instruction I.B.6 of Form S-3, please revise to include
the information required by Instruction 7 on the prospectus cover page.
Registrant is eligible to conduct a primary
offering pursuant to General Instruction I.B.1 of Form S-3. The aggregate market value of Registrant’s common equity held
by non-affiliates, computed by use of the price at which Registrant’s common equity was last sold as of a date within 60
days prior to the date of filing of the Registration Statement, is $75 million or more.
Securities and Exchange Commission
September 15, 2017
Page 2
Below is the calculation of the aggregate
market value of Registrant’s common equity held by non-affiliates on the date of filing of the Registration Statement.
Number of shares of Registrant’s common equity outstanding
8,846,818
Number of shares of Registrant’s common equity held by affiliates
-985,165
Number of shares of Registrant’s common equity held by non-affiliates
7,861,653
The last sale price of Registrant’s
common equity in the principal market for the common equity on July 24, 2017 (date within 60 days prior to the date of filing of
the Registration Statement) was $10.00/share.
The aggregate market value of Registrant’s
common equity held by non-affiliates on the date of filing of the Registration Statement is $78,616,530 (7,861,653 shares of common
equity held by non-affiliates x $10.00/share).
* * * * * *
If you have any questions, please do not hesitate
to contact me at the above e-mail address or telephone or facsimile numbers.
Sincerely,
/s/ Paul Lucido
Paul Lucido
cc: Douglas McCrosson
Vincent Palazzolo