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UPLOAD Filing

CitroTech Inc.
Date: June 3, 2025 · CIK: 0000894556 · Accession: 0000000000-25-005871

Financial Reporting Regulatory Compliance Related Party / Governance

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File numbers found in text: 333-282611

Date
June 3, 2025
Author
cc: Anthony F. Newton, Esq.
Form
UPLOAD
Company
CitroTech Inc.

Letter

Re: General Enterprise Ventures, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed May 27, 2025 File No. 333-282611 Dear Joshua Ralston:

June 3, 2025

Joshua Ralston Chief Executive Officer General Enterprise Ventures, Inc. 1740H Del Range Blvd, Suite 166 Cheyenne, WY 82009

We have reviewed your amended registration statement and have the following comment(s).

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 21, 2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed May 27, 2025 Risk Factors, page 11

1. On page 16 you state: "The Company currently does not have product liability insurance" and on page 17 you state: "[t]he Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate." Please revise to reconcile these statements. We also note that page F-33 references a captive insurance company, MFB Insurance Company, Inc. Please revise here to disclose the function of this captive insurance company. June 3, 2025 Page 2 2. Please revise to provide risk factor disclosure concerning the risks associated with the anti-takeover provisions of your Articles of Incorporation and Bylaws described on pages 72 and 73. Please also add a bullet to page 72 noting that you have a classified board, and detail the risks associated with a classified board in your risk factor disclosure. 3. We note your statement on page 35: "The convertible note to a related party was issued in February 2025 to BoltRock Holding LLC. The material terms of this convertible note, giving effect to the Reverse Stock Split are: (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, divided by a fixed conversion rate of 2.40; and (iv) warrant coverage at the rate of 0.20834 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share." Please revise this disclosure concerning the material terms of the convertible note issued to BoltRock Holding LLC to disclose that the obligations of the Company under the convertible note are secured by a pledge of the Company s membership interests in MFB Ohio. In the event of a default, BoltRock Holding LLC could proceed against the equity of MFB Ohio pledged to collateralize the convertible note, and MFB Ohio owns the Company s intellectual property portfolio, as you disclose on page 68. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 27

4. We note your statement on page 27: "We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground- applications for long-term fire retardant." Please revise to state how long your product provides fire protection in its various applications and how often your retardant needs to be re-applied. Business Model, page 40

5. We note you recognized revenue attributed to "product installation," as noted in your Management's Discussion and Analysis of Financial Condition and Results of Operations section. Please revise here to discuss your product installation process. Business Patents, trademarks and licenses and their duration, page 40

6. We note your response to prior comment 1. In the table that begins on page 40, please revise to clarify the jurisdiction abbreviations "WO" (which appears to relate to PCT applications) and "EPC." We also note that certain patents do not have any indicator showing the type of patent protection, such as the bottom three rows on page 45 and elsewhere. Finally, please revise to update the "20 MAY 2025 FILING DEADLINE" rows, and clarify the type of patent protection reflected by the "Pending Fire-Protected Product" and "Granted Fire-Protected Product" headers. Executive Compensation Employment Agreements, page 63

7. Please revise here to describe the severance or severance-like compensation terms in certain of your consulting agreements. June 3, 2025 Page 3

Security Ownership of Certain Beneficial Owners and Management, page 65

8. Please revise your disclosure to identify the natural person or persons who have voting and/or investment control of the shares held by BoltRock Holdings LLC and Equus Total Return, Inc. Certain Relationships and Related Party Transactions and Director Independence, page 67

9. We note your statement on page 29: "In March 2025, the Company entered into a new contract and there is no longer a royalty." It appears you only have one agreement that provides for a royalty payment, which is the Purchase Agreement dated April 13, 2022, among the Company, MFB Ohio, MFB California and Mr. Conboy, filed as Exhibit 10.2. Please revise to describe the terms of this March 2025 agreement and file it as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. Additionally, we note on page 68 you state: "For the year ended December 31, 2024, the Company paid consulting and royalty fees of $97,000 to MFB Enterprises LLC" and "[f]or the year ended December 31, 2024, the Company paid consulting and royalty fees of $20,000 to MFB Enterprises LLC." Please revise to state whether these fees should be aggregated or reconcile these statements. Please also revise to disclose any consulting and royalty fees paid to MFB Enterprises LLC for the three months ended March 31, 2025. General

10. We note your statement that you are offering "3,500,000 shares of Common Stock based on an assumed public offering price of $[ ] per share." Please remove this statement and disclose a firm volume of securities being offered. Please see Item 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and Disclosure Interpretations 227.02 for guidance. Please also revise to provide the Rule 430A undertakings required by Item 512(i) of Regulation S-K or advise. Please contact Margaret Sawicki at 202-551-7153 with any questions.

Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Anthony F. Newton, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009

 Re: General Enterprise Ventures, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 27, 2025
 File No. 333-282611
Dear Joshua Ralston:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 21,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed May 27, 2025
Risk Factors, page 11

1. On page 16 you state: "The Company currently does not have product
liability
 insurance" and on page 17 you state: "[t]he Company maintains product
liability
 insurance against certain types of claims in amounts which it believes
to be adequate."
 Please revise to reconcile these statements. We also note that page F-33
references a
 captive insurance company, MFB Insurance Company, Inc. Please revise
here to
 disclose the function of this captive insurance company.
 June 3, 2025
Page 2
2. Please revise to provide risk factor disclosure concerning the risks
associated with the
 anti-takeover provisions of your Articles of Incorporation and Bylaws
described on
 pages 72 and 73. Please also add a bullet to page 72 noting that you
have a classified
 board, and detail the risks associated with a classified board in your
risk factor
 disclosure.
3. We note your statement on page 35: "The convertible note to a related
party was
 issued in February 2025 to BoltRock Holding LLC. The material terms of
this
 convertible note, giving effect to the Reverse Stock Split are: (i) a
12-month maturity;
 (ii) 10% interest per annum, capitalized on the maturity date; (iii)
conversion rights in
 the amount of the principal, divided by a fixed conversion rate of 2.40;
and (iv)
 warrant coverage at the rate of 0.20834 shares of Common Stock for each
dollar of
 principal, at an exercise price of $3.00 per share." Please revise this
disclosure
 concerning the material terms of the convertible note issued to BoltRock
Holding
 LLC to disclose that the obligations of the Company under the
convertible note are
 secured by a pledge of the Company s membership interests in MFB Ohio.
In the
 event of a default, BoltRock Holding LLC could proceed against the
equity of MFB
 Ohio pledged to collateralize the convertible note, and MFB Ohio owns
the
 Company s intellectual property portfolio, as you disclose on page 68.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 27

4. We note your statement on page 27: "We are working to grow our fire
prevention and
 protection business, which is primarily focused on expanding use of
ground-
 applications for long-term fire retardant." Please revise to state how
long your product
 provides fire protection in its various applications and how often your
retardant needs
 to be re-applied.
Business Model, page 40

5. We note you recognized revenue attributed to "product installation," as
noted in your
 Management's Discussion and Analysis of Financial Condition and Results
of
 Operations section. Please revise here to discuss your product
installation process.
Business
Patents, trademarks and licenses and their duration, page 40

6. We note your response to prior comment 1. In the table that begins on
page 40, please
 revise to clarify the jurisdiction abbreviations "WO" (which appears to
relate to PCT
 applications) and "EPC." We also note that certain patents do not have
any indicator
 showing the type of patent protection, such as the bottom three rows on
page 45 and
 elsewhere. Finally, please revise to update the "20 MAY 2025 FILING
DEADLINE"
 rows, and clarify the type of patent protection reflected by the
"Pending Fire-Protected
 Product" and "Granted Fire-Protected Product" headers.
Executive Compensation
Employment Agreements, page 63

7. Please revise here to describe the severance or severance-like
compensation terms
 in certain of your consulting agreements.
 June 3, 2025
Page 3

Security Ownership of Certain Beneficial Owners and Management, page 65

8. Please revise your disclosure to identify the natural person or persons
who have
 voting and/or investment control of the shares held by BoltRock Holdings
LLC
 and Equus Total Return, Inc.
Certain Relationships and Related Party Transactions and Director Independence,
page 67

9. We note your statement on page 29: "In March 2025, the Company entered
into a new
 contract and there is no longer a royalty." It appears you only have one
agreement that
 provides for a royalty payment, which is the Purchase Agreement dated
April
 13, 2022, among the Company, MFB Ohio, MFB California and Mr. Conboy,
filed as
 Exhibit 10.2. Please revise to describe the terms of this March 2025
agreement and
 file it as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Additionally, we
 note on page 68 you state: "For the year ended December 31, 2024, the
Company paid
 consulting and royalty fees of $97,000 to MFB Enterprises LLC" and
"[f]or the year
 ended December 31, 2024, the Company paid consulting and royalty fees of
$20,000
 to MFB Enterprises LLC." Please revise to state whether these fees
should be
 aggregated or reconcile these statements. Please also revise to disclose
any consulting
 and royalty fees paid to MFB Enterprises LLC for the three months ended
March 31,
 2025.
General

10. We note your statement that you are offering "3,500,000 shares of Common
 Stock based on an assumed public offering price of $[ ] per share."
Please remove this
 statement and disclose a firm volume of securities being offered. Please
see Item
 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and
Disclosure
 Interpretations 227.02 for guidance. Please also revise to provide the
Rule 430A
 undertakings required by Item 512(i) of Regulation S-K or advise.
 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Anthony F. Newton, Esq.
</TEXT>
</DOCUMENT>