SEC Comment Letter for Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH) — Apr 20, 2009
Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: April 20, 2009 · CIK: 0001341766 · Accession: 0000000000-09-020407
AI Filing Summary & Sentiment
File numbers found in text: 333-153244
Referenced dates: December 17, 2009, February 5, 2009
Letter
Mail Stop 3561 April 20, 2009 Stephen C. Haley, President Celsius Holdings, Inc. 140 NE 4 th Avenue, Suite C Delray Beach, Florida 33483 RE: Celsius Holdings, Inc. Amendment No. 1 to Regi stration Statement on Form S-1 Filed October 9, 2008 File No. 333-153244
Dear Mr. Haley:
We have reviewed your response letter dated February 5, 2009 and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. We note your response dated February 5, 2009 regarding our comment letter dated December 17, 2009. Please be advised that we have considered your responses to comments one and two from our letter and we continue to have concerns regarding your analysis of Golden Gate’s status as an underwriter as well as your analysis under Rule 144.
Stephen C. Haley Celsius Holdings, Inc. April 20, 2009 Page 2 In this regard, we note references to Rule 144 in the registration statement, including on pages 30 and F-13. Please revise to addr ess the impact to the company of the unavailability of Rule 144 as described.
Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. Please contact Janice McGuirk at (202) 551- 3395 or Jim Lopez, Branch Chief, at (202) 551- 3536 with any questions.
S i n c e r e l y , John Reynolds, Assistant Director
cc: Via fax: Roger L. Shaffer, Esq. (561) 864-5101
Show Raw Text
Mail Stop 3561
April 20, 2009
Stephen C. Haley, President
Celsius Holdings, Inc. 140 NE 4
th Avenue, Suite C
Delray Beach, Florida 33483
RE: Celsius Holdings, Inc.
Amendment No. 1 to Regi stration Statement on
Form S-1
Filed October 9, 2008 File No. 333-153244
Dear Mr. Haley:
We have reviewed your response letter dated February 5, 2009 and have the
following comments. Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
We note your response dated February 5, 2009 regarding our comment letter dated
December 17, 2009. Please be advised that we have considered your responses to comments one and two from our letter and we continue to have concerns regarding
your analysis of Golden Gate’s status as an underwriter as well as your analysis under
Rule 144.
Stephen C. Haley
Celsius Holdings, Inc. April 20, 2009 Page 2
In this regard, we note references to Rule 144 in the registration statement, including
on pages 30 and F-13. Please revise to addr ess the impact to the company of the
unavailability of Rule 144 as described.
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
Please contact Janice McGuirk at (202) 551- 3395 or Jim Lopez, Branch Chief, at
(202) 551- 3536 with any questions.
S i n c e r e l y ,
John Reynolds,
Assistant Director
cc: Via fax: Roger L. Shaffer, Esq. (561) 864-5101