SEC Comment Letter 0000000000-25-003951 to FORWARD AIR CORP (FWRD)
FORWARD AIR CORP
Date: April 14, 2025 · CIK: 0000912728 · Accession: 0000000000-25-003951
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280102
Letter
Re: Forward Air Corporation Post Effective Amendment No. 1 to Form S-1 Filed March 31, 2025 File No. 333-280102 Dear Shawn Stewart:
April 14, 2025
Shawn Stewart Chief Executive Officer Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, TN 37745
We have reviewed your post-effective amendment and have the following comments.
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.
Post Effective Amendment No. 1 to Form S-1 filed March 31, 2025 Selling Shareholders, page 20
1. We note the changes in the selling shareholder table, in particular newly named selling shareholders. Please tell us whether you are seeking to register additional shares sold to selling shareholders. Explain in appropriate detail. 2. Please revise your footnotes to clarify, if true, that the issuance of common stock offered underlies certain units. For example, we note that certain footnotes refer to common stock "consisting of [ ] Opco Class B Units and [ ] corresponding Company Series B Preferred Units." April 14, 2025 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Flora R. Perez
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 14, 2025 Shawn Stewart Chief Executive Officer Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, TN 37745 Re: Forward Air Corporation Post Effective Amendment No. 1 to Form S-1 Filed March 31, 2025 File No. 333-280102 Dear Shawn Stewart: We have reviewed your post-effective amendment and have the following comments. 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. Post Effective Amendment No. 1 to Form S-1 filed March 31, 2025 Selling Shareholders, page 20 1. We note the changes in the selling shareholder table, in particular newly named selling shareholders. Please tell us whether you are seeking to register additional shares sold to selling shareholders. Explain in appropriate detail. 2. Please revise your footnotes to clarify, if true, that the issuance of common stock offered underlies certain units. For example, we note that certain footnotes refer to common stock "consisting of [ ] Opco Class B Units and [ ] corresponding Company Series B Preferred Units." April 14, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Flora R. Perez </TEXT> </DOCUMENT>