Correspondence 0001477932-23-001196 from Kingfish Holding Corp (CIK 0001374881)
Kingfish Holding Corp (CIK 0001374881)
Date: Feb. 22, 2023 · CIK: 0001374881 · Accession: 0001477932-23-001196
AI Filing Summary & Sentiment
File numbers found in text: 000-52375
Referenced dates: February 14, 2023
Letter
Division of Corporation Finance Re: Kingfish Holding Corp Form 10-K for the Year Ended September 30, 2022 Filed December 30, 2022 File No. 000-52375
Dear Messrs. Demarest and Rakip:
On behalf of our client, Kingfish Holding Corporation (the “Company”), we are responding to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Form 10-K for the year ended December 31, 2022 (“Form 10-K”) contained in the Staff’s letter dated February 14, 2023 (“Comment Letter”).
Set forth below is the Company’s responses to the Staff’s comment. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to those comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the revised Registration Statement where the updated language addressing a particular comment appears.
Form 10-K for the Year Ended September 30, 2022
Item 8. Financial Statements and Supplementary Data
Notes to Financial Statements
11. Subsequent Events, page 25
1.
We note that on October 28, 2022, you entered into an Agreement and Plan of Merger with Renovo Resource Solutions, Inc. (“Renovo”). Please tell us whether you have consummated the transaction, and if so, how the requirement to provide financial information for Renovo pursuant to Items 2.01(f) and 9.01 of Form 8-K was met.
February 22, 2023
Page 2
Response: The Company has not yet consummated the merger transaction with Renovo. However, the Company is aware of, and hereby confirms that it will comply with, its obligation to file a Form 8-K containing the information required under Items 2.01(f) and 9.01 of such form within four business days following the consummation of the merger.
Further, please also note that the Company has acknowledged in “Item 1 – Business – Recent Developments” of the Form 10-K its obligation to file a Form 8-K containing, among other things, the information referenced in the Staff’s comment and that the consummation of the merger transaction will be largely dependent on the ability of the Renovo to furnish the Company with audited financial statements and other information necessary to prepare such Form 8-K.
* * * * * *
We trust the foregoing answers are responsive to your comments. Should any questions arise, please do not hesitate to contact me at (813) 229-4219, or by email at rdenmon@carltonfields.com.
Thank you for your time, consideration, and attention to this matter.
Very truly yours,
/s/ Richard A. Denmon
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ATTORNEYS AT LAW
Corporate Center Three at International Plaza
4221 W. Boy Scout Boulevard | Suite 1000
Tampa, Florida 33607-5780
P.O. Box 3239 | Tampa, Florida 33601-3239
813.223.7000 | fax 813.229.4133
www.carltonfields.com
Richard A. Denmon
813.229.4219 Direct Dial
rdenmon@carltonfields.com
Atlanta
Florham Park
Hartford
Los Angeles
Miami
New York
Orlando
Tallahassee
Tampa
Washington, DC
West Palm Beach
February 22, 2023
William Demarest
Mark Rakip
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
CONFIDENTIAL
Re: Kingfish Holding Corp
Form 10-K for the Year Ended September 30, 2022
Filed December 30, 2022
File No. 000-52375
Dear Messrs. Demarest and Rakip:
On behalf of our client, Kingfish Holding Corporation (the “Company”), we are responding to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Form 10-K for the year ended December 31, 2022 (“Form 10-K”) contained in the Staff’s letter dated February 14, 2023 (“Comment Letter”).
Set forth below is the Company’s responses to the Staff’s comment. For convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to those comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the revised Registration Statement where the updated language addressing a particular comment appears.
Form 10-K for the Year Ended September 30, 2022
Item 8. Financial Statements and Supplementary Data
Notes to Financial Statements
11. Subsequent Events, page 25
1.
We note that on October 28, 2022, you entered into an Agreement and Plan of Merger with Renovo Resource Solutions, Inc. (“Renovo”). Please tell us whether you have consummated the transaction, and if so, how the requirement to provide financial information for Renovo pursuant to Items 2.01(f) and 9.01 of Form 8-K was met.
February 22, 2023
Page 2
Response: The Company has not yet consummated the merger transaction with Renovo. However, the Company is aware of, and hereby confirms that it will comply with, its obligation to file a Form 8-K containing the information required under Items 2.01(f) and 9.01 of such form within four business days following the consummation of the merger.
Further, please also note that the Company has acknowledged in “Item 1 – Business – Recent Developments” of the Form 10-K its obligation to file a Form 8-K containing, among other things, the information referenced in the Staff’s comment and that the consummation of the merger transaction will be largely dependent on the ability of the Renovo to furnish the Company with audited financial statements and other information necessary to prepare such Form 8-K.
* * * * * *
We trust the foregoing answers are responsive to your comments. Should any questions arise, please do not hesitate to contact me at (813) 229-4219, or by email at rdenmon@carltonfields.com.
Thank you for your time, consideration, and attention to this matter.
Very truly yours,
/s/ Richard A. Denmon
Richard A. Denmon
of CARLTON FIELDS, P.A.
cc:
Ted Sparling, President and CEO
James M. La Manna, Chief Financial Officer
James K. Toomey, Secretary