SecProbe.io

United States securities and exchange commission logo
June 6, 2024
Lynn Zhao
Chief Financial Officer
Socket Mobile, Inc.
40675 Encyclopedia Cir.
Fremont, California 94538
Re:Socket Mobile, Inc.
Schedule TO-I filed on May 28, 2024
File No. 005-50241
Dear Lynn Zhao:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed on May 28, 2024
Conditions of the Offer, page 19
1.Refer to the first condition in this section and the term “threatened.” A tender offer may be
conditioned on a variety of events and circumstances provided that they are not within the
direct or indirect control of the offeror. The conditions also must be drafted with sufficient
specificity to allow for objective verification that the conditions have been satisfied. Refer
to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations (March 17, 2023). Please revise so that the condition is objectively
determinable.
2.You have included a condition that will be triggered by "any general suspension of trading
in, or limitation on prices for, our securities on any national securities exchange or in an
over the-counter market in the United States." Please revise to explain what would be
considered a limitation on prices for securities on any national securities exchange or in
the over-the-counter market in the United States.

 FirstName LastNameLynn Zhao
 Comapany NameSocket Mobile, Inc.
 June 6, 2024 Page 2
 FirstName LastName
Lynn Zhao
Socket Mobile, Inc.
June 6, 2024
Page 2
3.We note that the fourth sub-bullet refers broadly to "any extraordinary or material adverse
change in U.S. financial markets generally." The broad wording of this offer condition
gives rise to illusory offer concerns under Section 14(e) of the Exchange Act and
Regulation 14E thereunder. Please revise to narrow or qualify this condition, or advise.
4.Refer to the following disclosure in the last paragraph of this section: "The conditions to
this Offer are for our benefit. We may assert them in our discretion before the expiration
date regardless of the circumstances giving rise to them."  Offer conditions must be
objective and outside the control of the offeror in order to avoid illusory offer concerns
under Regulation 14E. Please revise this disclosure to remove the implication that the
conditions may be triggered at your election.
General terms of new options, page 21
5.Refer to the first full paragraph on page 22 and the statement there that your "statements
in this Offer to Exchange concerning the 2004 Plan and the new options are merely
summaries and do not purport to be complete." While a summary is necessarily a
condensed version of disclosure that appears elsewhere, it should describe the material
terms of the 2004 Plan and the new options. Please modify to avoid characterizing the
disclosure here as incomplete.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Perry Hindin at 202-551-
3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions