SEC Comment Letter 0000000000-23-011641 to AYRO, Inc. (AYRO) (CIK 0001086745) (SBLX)
AYRO, Inc. (AYRO) (CIK 0001086745)
Date: Oct. 24, 2023 · CIK: 0001086745 · Accession: 0000000000-23-011641
AI Filing Summary & Sentiment
File numbers found in text: 333-274439
Letter
United States securities and exchange commission logo October 24, 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 October 10, 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 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. Amendment No. 1 to Registration Statement on Form S-3 filed October 10, 2023 General 1.Please revise your disclosure to prominently discuss the dilution that will occur to existing shareholders as a result of the registration and sale of the shares being registered in this transaction. As part of your disclosure, be sure to provide qualitative and quantitative disclosure regarding the the percentage of shares being registered compared to the number currently outstanding and the impact this transaction will have on existing shareholders. In addition, revise your risk factor disclosure as appropriate.
FirstName LastNameTom Wittenschlaeger Comapany NameAYRO, Inc. October 24, 2023 Page 2 FirstName LastName Tom Wittenschlaeger AYRO, Inc. October 24, 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 202-551-5176 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 24, 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 October 10, 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 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.
Amendment No. 1 to Registration Statement on Form S-3 filed October 10, 2023
General
1.Please revise your disclosure to prominently discuss the dilution that will occur to existing
shareholders as a result of the registration and sale of the shares being registered in this
transaction. As part of your disclosure, be sure to provide qualitative and quantitative
disclosure regarding the the percentage of shares being registered compared to the number
currently outstanding and the impact this transaction will have on existing shareholders.
In addition, revise your risk factor disclosure as appropriate.
FirstName LastNameTom Wittenschlaeger
Comapany NameAYRO, Inc.
October 24, 2023 Page 2
FirstName LastName
Tom Wittenschlaeger
AYRO, Inc.
October 24, 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 202-551-5176 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Rick Werner