SEC Comment Letter 0000000000-23-008165 to Beam Global (BEEM) (CIK 0001398805) (BEEM)
Beam Global (BEEM) (CIK 0001398805)
Date: July 31, 2023 · CIK: 0001398805 · Accession: 0000000000-23-008165
AI Filing Summary & Sentiment
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File numbers found in text: 333-272396
Letter
United States securities and exchange commission logo July 31, 2023 Desmond Wheatley President and Chief Executive Officer Beam Global 5660 Eastgate Dr. San Diego, California 92121 Re:Beam Global Registration Statement on Form S-3 Response dated July 25, 2023 File No. 333-272396 Dear Desmond Wheatley: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circum- stances 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 these comments, we may have additional comments. Response dated June 25, 2023 General 1.We note your response to prior comment one and reissue it. Please revise your registration statement to disclose the material provisions of the credit facility and file the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. In addition, please confirm that you will revise future filings, including your Form 10-Q for the quarter ended June 30, 2023, to include this disclosure and exhibit. Finally, please tell us how you concluded that you were not required to disclose the credit facility in a filing on Form 8-K, specifically addressing Item 2.03 thereof. In this regard, we note the Instructions to Item 2.03 require disclosure where a facility “may give rise to direct financial obligations,” both with respect to the entering into of the facility and as direct financial obligations arise or are created under the facility, if and to the extent material to the registrant.
FirstName LastNameDesmond Wheatley Comapany NameBeam Global July 31, 2023 Page 2 FirstName LastName Desmond Wheatley Beam Global July 31, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Jeff Pietsch
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United States securities and exchange commission logo
July 31, 2023
Desmond Wheatley
President and Chief Executive Officer
Beam Global
5660 Eastgate Dr.
San Diego, California 92121
Re:Beam Global
Registration Statement on Form S-3
Response dated July 25, 2023
File No. 333-272396
Dear Desmond Wheatley:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circum-
stances 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 these comments, we may have additional comments.
Response dated June 25, 2023
General
1.We note your response to prior comment one and reissue it. Please revise your
registration statement to disclose the material provisions of the credit facility and file the
agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. In addition,
please confirm that you will revise future filings, including your Form 10-Q for the
quarter ended June 30, 2023, to include this disclosure and exhibit. Finally, please tell us
how you concluded that you were not required to disclose the credit facility in a filing on
Form 8-K, specifically addressing Item 2.03 thereof. In this regard, we note the
Instructions to Item 2.03 require disclosure where a facility “may give rise to direct
financial obligations,” both with respect to the entering into of the facility and as direct
financial obligations arise or are created under the facility, if and to the extent material to
the registrant.
FirstName LastNameDesmond Wheatley
Comapany NameBeam Global
July 31, 2023 Page 2
FirstName LastName
Desmond Wheatley
Beam Global
July 31, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jeff Pietsch