SEC Comment Letter for Astra Energy, Inc. (ASRE) (CIK 0001231339) (ASRE) — Jun 24, 2022
Astra Energy, Inc. (ASRE) (CIK 0001231339)
Date: June 24, 2022 · CIK: 0001231339 · Accession: 0000000000-22-006834
AI Filing Summary & Sentiment
File numbers found in text: 333-263256
Letter
United States securities and exchange commission logo June 24, 2022 Kermit Harris Chief Executive Officer Astra Energy, Inc. 9565 Waples Street, Suite 200 San Diego, CA 92121 Re:Astra Energy, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed June 16, 2022 File No. 333-263256 Dear Mr. Harris: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 14, 2022 letter. Amendment No. 3 to Form S-1 filed June 16, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021, page 12 1.The amounts presented for the increase in business development expense for the three months ended February 28, 2022 compared to the three months ended February 28, 2021 do not agree with the amounts presented in your financial statements for those periods. Please revise as appropriate.
FirstName LastNameKermit Harris Comapany NameAstra Energy, Inc. June 24, 2022 Page 2 FirstName LastName Kermit Harris Astra Energy, Inc. June 24, 2022 Page 2 Exhibits 2.We note your response to prior comment 1 and reissue such comment. In that regard, we note that although your prospectus cover page appears to contemplate registration of the offer and sale of units and warrants, such securities are not included in the revised fee table in Exhibit 107. Please revise. 3.We note that the revised legality opinion filed as Exhibit 5.1 no longer opines on the legality of the units. Please obtain and file a revised opinion. You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or Gus Rodriguez, Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Carl P. Ranno, Esq.
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United States securities and exchange commission logo
June 24, 2022
Kermit Harris
Chief Executive Officer
Astra Energy, Inc.
9565 Waples Street, Suite 200
San Diego, CA 92121
Re:Astra Energy, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 16, 2022
File No. 333-263256
Dear Mr. Harris:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2022 letter.
Amendment No. 3 to Form S-1 filed June 16, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations
Three Months Ended February 28, 2022 Compared to Three Months Ended February 28, 2021,
page 12
1.The amounts presented for the increase in business development expense for the
three months ended February 28, 2022 compared to the three months ended February 28,
2021 do not agree with the amounts presented in your financial statements for those
periods. Please revise as appropriate.
FirstName LastNameKermit Harris
Comapany NameAstra Energy, Inc.
June 24, 2022 Page 2
FirstName LastName
Kermit Harris
Astra Energy, Inc.
June 24, 2022
Page 2
Exhibits
2.We note your response to prior comment 1 and reissue such comment. In that regard, we
note that although your prospectus cover page appears to contemplate registration of the
offer and sale of units and warrants, such securities are not included in the revised fee
table in Exhibit 107. Please revise.
3.We note that the revised legality opinion filed as Exhibit 5.1 no longer opines on the
legality of the units. Please obtain and file a revised opinion.
You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Cheryl Brown, Staff Attorney, at (202)
551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Carl P. Ranno, Esq.