SEC Comment Letter for Clean Energy Technologies, Inc. (CETY) (CIK 0001329606) (CETY) — Jul 15, 2025
Clean Energy Technologies, Inc. (CETY) (CIK 0001329606)
Date: July 15, 2025 · CIK: 0001329606 · Accession: 0000000000-25-007454
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File numbers found in text: 333-275127
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July 15, 2025
Kambiz Mahdi
Chief Executive Officer
Clean Energy Technologies, Inc.
1340 Reynolds Ave, #120
Irvine, CA 92614
Re:Clean Energy Technologies, Inc.
Amendment No. 6 to Registration Statement on Form S-3
Filed June 23, 2025
File No. 333-275127
Dear Kambiz Mahdi:
We have reviewed your amended registration statement and have the following
comment(s).
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. Unless we note
otherwise, any references to prior comments are to comments in our June 6, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-3 filed June 23, 2025
The approval or record filing of the CSRC, CAC, or other PRC government authorities may
be required in connection with this offering..., page 12
1.We note your response to prior comment 2 and reissue it in part. Please revise your
disclosure here and in your risk factor at page S-8 to disclose whether the majority of
your revenues are derived from your natural gas trading operations in China.
Risk Factors
We may not be able to satisfy the continued listing requirements of Nasdaq or obtain or
maintain a listing of our common stock on Nasdaq, page 15
Please update your disclosure in this section. For instance, you state that the Nasdaq
rules provided the Company a compliance period of 180 calendar days from the date 2.
July 15, 2025
Page 2
of the notice (or until May 5, 2025) in which to regain compliance with the Minimum
Bid Price Requirement; and that Nasdaq provided the Company an extension of until
June 3, 2025, to regain compliance with the Annual Shareholder Meeting
Requirement.
Selling Stockholder, page 27
3.We note your disclosure that, as of December 23, 2024, you entered into an
amendment to the November Note, pursuant to which the maturity date of the
November Note was extended to January 23, 2025, and you agreed to (i) issue the
Selling Stockholder an additional 50,000 shares of your common stock as additional
commitment shares (the “Additional Commitment Shares”), and (ii) register the
Selling Stockholder’s commitment shares in your next registration statement. Please
revise your disclosure to clarify, if true, that the Additional Commitment Shares are
issued and outstanding such that they are registerable for resale at this time.
4.We note your disclosure that you believe Jack Bodenstein is the beneficial owner of
shares held in the name of or beneficially owned by Coventry Enterprises LLC. Please
advise us why natural person disclosure cannot be provided for Coventry Enterprises
LLC.
Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lance Brunson