Correspondence 0001104659-24-115980 from TECHPRECISION CORP (TPCS) (CIK 0001328792) (TPCS)
TECHPRECISION CORP (TPCS) (CIK 0001328792)
Date: Nov. 8, 2024 · CIK: 0001328792 · Accession: 0001104659-24-115980
AI Filing Summary & Sentiment
File numbers found in text: 333-279091
Referenced dates: May 14, 2024
Show Raw Text
CORRESP
1
filename1.htm
McGuireWoods
LLP
500 East Pratt
Street
Suite 1000
Baltimore, MD
21202
Phone: 410.659.4400
Fax: 410.659.4599
www.mcguirewoods.com
November 8, 2024
Office of Manufacturing
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Sarah Sidwell
Geoffrey Kruczek
RE:
TechPrecision Corporation
Registration Statement on Form S-1
Filed on May 3, 2024
File No. 333-279091
Ladies and Gentlemen:
On behalf of TechPrecision Corporation (the “Company”),
we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) a revised Registration
Statement on Form S-1 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s
responses to the comment letter to Submission No. 2 received on April 19, 2024 from the staff of the Division of Corporation Finance (the
“Staff”) of the Commission, and to reflect certain other changes.
In addition, we are providing the following responses
to the comment letter dated May 14, 2024 from the Staff. To assist your review, we have retyped the text of the Staff’s comments
in bold italics below. Please note that all references to page numbers in our responses refer to the page numbers of the Registration
Statement. Capitalized terms used in our responses below that are not otherwise defined have the meanings ascribed to them in the Registration
Statement.
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.
November 8, 2024
Page 2
In response to the Staff’s comment, the Company
would like the Commission to consider that when the Company made its original filing to meet certain filing obligations with one of the
Selling Securityholders it was with the expectation that it would soon thereafter file its annual report on Form 10-K for the fiscal year
ended March 31, 2024. However, there were unexpected delays and the Company was not able to file its Annual Report on Form 10-K for the
fiscal year ended March 31, 2024 until September 13, 2024. On November 7, 2024, the Company filed its Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2024. As a result, the Company now meets the requirements for incorporation by reference under Instruction
VII to Form S-1 as it has filed all reports and other materials required to be filed by Sections 13(a), 14 or 15(d) of the Exchange Act
during the preceding 12 months, including an annual report for its most recently completed fiscal year.
Consequently, the Company has revised the Registration
Statement on page 21 to incorporate by reference its annual report for the fiscal year ended March 31, 2024.
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.
In response to the Staff’s comment, the Company
has revised the Registration Statement to incorporate by reference the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2024, which includes the executive compensation disclosures required for the fiscal year ended March 31, 2024.
Very truly yours,
/c/ Cecil Martin
Cecil Martin
McGuireWoods LLP
Cc: Alexander Shen, Chief Executive Officer, TechPrecision Corporation
2