Correspondence 0001493152-23-043222 from AYRO, Inc. (AYRO) (CIK 0001086745) (SBLX)
AYRO, Inc. (AYRO) (CIK 0001086745)
Date: Nov. 30, 2023 · CIK: 0001086745 · Accession: 0001493152-23-043222
AI Filing Summary & Sentiment
File numbers found in text: 333-274439
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Attention: Mariam Mansaray and Matthew Derby Re: AYRO, Inc. Amendment No. 1 to Registration Statement on Form S-3 Originally filed on September 8, 2023, as amended on September 27, 2023 File No. 333-274439 (as amended, the “Registration Statement”)
Dear Ms. Mansaray and Mr. Derby:
On behalf of AYRO, Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated October 24, 2023, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Amendment No. 1 to Registration Statement on Form S-3
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 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.
Response: In response to the Staff’s comment, the Company has revised the disclosures on the cover page and page 7 of the Registration Statement to provide additional qualitative and quantitative disclosure regarding the percentage of shares being registered compared to the number currently outstanding and the impact this transaction will have on existing shareholders.
* * * * *
U.S. Securities & Exchange Commission
November 30, 2023
Page
We thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.
Very
truly yours,
AYRO,
Inc.
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filename1.htm
AYRO,
Inc.
900 E. Old Settlers Boulevard, Suite 100
Round Rock, Texas 78664
November
30, 2023
VIA
EDGAR
Division
of Corporation Finance
Office
of Technology
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
Attention:
Mariam Mansaray and Matthew Derby
Re: AYRO,
Inc.
Amendment
No. 1 to Registration Statement on Form S-3
Originally
filed on September 8, 2023, as amended on September 27, 2023
File
No. 333-274439 (as amended, the “Registration Statement”)
Dear
Ms. Mansaray and Mr. Derby:
On
behalf of AYRO, Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 24, 2023, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s
comment in bold, and have followed the comment with the Company’s response.
Amendment
No. 1 to Registration Statement on Form S-3
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 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.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on the cover page and page 7 of the Registration Statement
to provide additional qualitative and quantitative disclosure regarding the percentage of shares being registered compared to the number
currently outstanding and the impact this transaction will have on existing shareholders.
*
* * * *
U.S.
Securities & Exchange Commission
November
30, 2023
Page
2
We
thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the staff of the Commission have
any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq.
at (212) 659-4974.
Very
truly yours,
AYRO,
Inc.
By:
/s/
Thomas M. Wittenschlaeger
Thomas
M. Wittenschlaeger
President
and Chief Executive Officer
cc:
Rick Werner, Esq., Haynes and Boone, LLP