SEC Comment Letter 0000000000-23-010912 to AYRO, Inc. (AYRO) (CIK 0001086745) (SBLX)
AYRO, Inc. (AYRO) (CIK 0001086745)
Date: Oct. 3, 2023 · CIK: 0001086745 · Accession: 0000000000-23-010912
AI Filing Summary & Sentiment
File numbers found in text: 333-274439
Letter
United States securities and exchange commission logo October 3, 2023 Tom Wittenschlaeger Chief Executive Officer AYRO, Inc. 900 E. Old Settlers Boulevard, Suite 100 Round Rock, Texas 78664 Re:AYRO, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed September 27, 2023 File No. 333-274439 Dear Tom Wittenschlaeger: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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. Amendment No. 1 to Registration Statement on Form S-3 General 1.Given the size and nature of the resale offering relative to the outstanding shares of common stock held by non-affiliates, it appears that this transaction may be an indirect primary offering by or on behalf of the company. Please provide us with your legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
FirstName LastNameTom Wittenschlaeger Comapany NameAYRO, Inc. October 3, 2023 Page 2 FirstName LastName Tom Wittenschlaeger AYRO, Inc. October 3, 2023 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Rick Werner
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United States securities and exchange commission logo
October 3, 2023
Tom Wittenschlaeger
Chief Executive Officer
AYRO, Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
Re:AYRO, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed September 27, 2023
File No. 333-274439
Dear Tom Wittenschlaeger:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Amendment No. 1 to Registration Statement on Form S-3
General
1.Given the size and nature of the resale offering relative to the outstanding shares of
common stock held by non-affiliates, it appears that this transaction may be an indirect
primary offering by or on behalf of the company. Please provide us with your legal
analysis as to why the transaction covered by the registration statement should be regarded
as a secondary offering that is eligible to be made on a delayed or continuous basis under
Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question 612.09 of
the Securities Act Rules Compliance and Disclosure Interpretations.
FirstName LastNameTom Wittenschlaeger
Comapany NameAYRO, Inc.
October 3, 2023 Page 2
FirstName LastName
Tom Wittenschlaeger
AYRO, Inc.
October 3, 2023
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Rick Werner