SEC Comment Letter 0000000000-25-001212 to Go Green Global Technologies Corp. (GOGR) (CIK 0001378866) (GOGR)
Go Green Global Technologies Corp. (GOGR) (CIK 0001378866)
Date: Feb. 5, 2025 · CIK: 0001378866 · Accession: 0000000000-25-001212
AI Filing Summary & Sentiment
File numbers found in text: 333-276881
Letter
February 5, 2025 Danny G. Bishop President and Chief Executive Officer Go Green Global Technologies Corp. 22 Kenosia Avenue, Unit 9 Danbury, CT 06810 Re:Go Green Global Technologies Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed January 14, 2025 File No. 333-276881 Dear Danny G. Bishop: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our September 13, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 filed January 14, 2025 Recent Developments, page 7 1.We note your response to prior comment 3 and reissue in part. Please revise to disclose the termination provisions under the distribution agreement. Executive Compensation, page 45 2.Please update the executive and board compensation information to be as of the fiscal year ended December 31, 2024.
February 5, 2025 Page 2 Exhibits 3.Please have counsel revise the legality opinion to differentiate between the outstanding shares of common stock being registered for resale and the shares of common stock being registered for resale upon exercise of the warrants. Counsel should opine that the outstanding shares of common stock being registered for resale are validly issued, fully paid and non-assessable and that the shares of common stock being registered for resale upon exercise of the warrants will be validly issued, fully paid and non-assessable. 4.We note your response to prior comment 6. Please file as exhibits the following agreements mentioned on page 54: (1) the agreement on October 1, 2024 to extend the maturity date of the April 2024 Zevetchin Note to November 30, 2024; (2) the promissory note with David Zevetchin entered into on November 19, 2024; and (3) the second amendment to the 2023 AJB Note entered into on November 21, 2024.
General 5.We note several references to your web address and the web addresses of third parties throughout your disclosure. Please consult Release 33-7856 (footnote 41 and the related text) (April 28, 2000) regarding your obligations when using internet addresses in your registration statement and revise as appropriate. Please contact Jeff Gordon at 202-551-3866 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Ross D. Carmel, Esq.
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February 5, 2025
Danny G. Bishop
President and Chief Executive Officer
Go Green Global Technologies Corp.
22 Kenosia Avenue, Unit 9
Danbury, CT 06810
Re:Go Green Global Technologies Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed January 14, 2025
File No. 333-276881
Dear Danny G. Bishop:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 13,
2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed January 14, 2025
Recent Developments, page 7
1.We note your response to prior comment 3 and reissue in part. Please revise to
disclose the termination provisions under the distribution agreement.
Executive Compensation, page 45
2.Please update the executive and board compensation information to be as of the fiscal
year ended December 31, 2024.
February 5, 2025
Page 2
Exhibits
3.Please have counsel revise the legality opinion to differentiate between the
outstanding shares of common stock being registered for resale and the shares of
common stock being registered for resale upon exercise of the warrants. Counsel
should opine that the outstanding shares of common stock being registered for resale
are validly issued, fully paid and non-assessable and that the shares of common stock
being registered for resale upon exercise of the warrants will be validly issued, fully
paid and non-assessable.
4.We note your response to prior comment 6. Please file as exhibits the following
agreements mentioned on page 54: (1) the agreement on October 1, 2024 to extend the
maturity date of the April 2024 Zevetchin Note to November 30, 2024; (2) the
promissory note with David Zevetchin entered into on November 19, 2024; and (3)
the second amendment to the 2023 AJB Note entered into on November 21, 2024.
General
5.We note several references to your web address and the web addresses of third parties
throughout your disclosure. Please consult Release 33-7856 (footnote 41 and the
related text) (April 28, 2000) regarding your obligations when using internet addresses
in your registration statement and revise as appropriate.
Please contact Jeff Gordon at 202-551-3866 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ross D. Carmel, Esq.