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SEC Comment Letter 0000000000-24-005480 to TECHPRECISION CORP (TPCS) (CIK 0001328792) (TPCS)

TECHPRECISION CORP (TPCS) (CIK 0001328792)
Date: May 14, 2024 · CIK: 0001328792 · Accession: 0000000000-24-005480

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File numbers found in text: 333-279091

Date
May 14, 2024
Author
Sarah Sidwell
Form
UPLOAD
Company
TECHPRECISION CORP (TPCS) (CIK 0001328792)

Letter

United States securities and exchange commission logo May 14, 2024 Alexander Shen Chief Executive Officer TechPrecision Corporation 1 Bella Drive Westminster, MA 01473 Re:TechPrecision Corporation Registration Statement on Form S-1 Filed on May 3, 2024 File No. 333-279091 Dear Alexander Shen: We have conducted a limited review of your registration statement and have the following comments. 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. Registration Statement on Form S-1 filed on May 3, 2024 General 1.We note that you are incorporating by reference various reports and registration statements previously filed with the Commission. We also note that you have not filed an annual report on Form 10-K for your most recently completed fiscal year. Please advise on your eligibility to incorporate by reference on Form S-1 given general instruction VII(C) to Form S-1, which states that a registrant must have filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed fiscal year in order to use incorporation by reference on Form S-1. 2.Please revise your registration statement to include the executive compensation disclosures required for the fiscal year ended March 31, 2024. Refer to Item 402(n)(1) of Regulation S-K and Question 117.05 of the Regulation S-K Compliance and Disclosure Interpretations.

FirstName LastNameAlexander Shen Comapany NameTechPrecision Corporation May 14, 2024 Page 2 FirstName LastName Alexander Shen TechPrecision Corporation May 14, 2024 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 Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Andrew J. Terjesen

Show Raw Text
United States securities and exchange commission logo
May 14, 2024
Alexander Shen
Chief Executive Officer
TechPrecision Corporation
1 Bella Drive
Westminster, MA 01473
Re:TechPrecision Corporation
Registration Statement on Form S-1
Filed on May 3, 2024
File No. 333-279091
Dear Alexander Shen:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form S-1 filed on May 3, 2024
General
1.We note that you are incorporating by reference various reports and registration
statements previously filed with the Commission. We also note that you have not filed an
annual report on Form 10-K for your most recently completed fiscal year. Please advise
on your eligibility to incorporate by reference on Form S-1 given general
instruction VII(C) to Form S-1, which states that a registrant must have filed an annual
report required under Section 13(a) or Section 15(d) of the Exchange Act for its most
recently completed fiscal year in order to use incorporation by reference on Form S-1.
2.Please revise your registration statement to include the executive compensation
disclosures required for the fiscal year ended March 31, 2024. Refer to
Item 402(n)(1) of Regulation S-K and Question 117.05 of the Regulation S-K Compliance
and Disclosure Interpretations.

 FirstName LastNameAlexander Shen
 Comapany NameTechPrecision Corporation
 May 14, 2024 Page 2
 FirstName LastName
Alexander Shen
TechPrecision Corporation
May 14, 2024
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 Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Andrew J. Terjesen