SecProbe.io

Mail Stop 3030
January 15, 2016

Via E -mail
Scott A. Bibaud
Chief Executive Officer
Mears Technologies, Inc.
20 Walnut Street, Suite 8
Wellesley Hills, MA 02481

Re: Mears Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted December 21, 2015
  CIK No. 0001420520

Dear Mr. Bibaud :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Cover

1. Please explain how and when you intend to determine the number of shares that will be
issuable pursuant to the underwriter’s warrant.  In this regard, please note that we do not
consider the number of shares offered to be information which may be omitted pursuant
to Rule 430A of the Securities Act.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 2

 Prospectus Summary, page 1

Our Company, page 1

2. Please provide us copies of thi rd party data supporting your claims in the th ird paragraph
that Mr. Mears h as a “well -established track record of innovation” and explain what you
mean by “well -established.”  In this regard, we note that you include only a single
example of Mr. Mears serving on a team.

Emerging Growth Company, page 2

3. Please supplementally provide u s with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they reta in copies of the communications.

Summary Financial Data, page 5

4. Please revise the table showing your selected financial data for the previous two fiscal
years to include income loss from continuing operations per common share, total assets,
and long -term obligations.  See Instruction 2 to Item 301 of Regulation S -K.

Risk Factors, page 6

While the preliminary test ing of our MST technology has been successful to date, page 6

5. Please explain here and in the summary and business sections how you define
“successful” as relates to your technology.

Our Business, page 14

General, page 14

6. We note your reference to “partnering with manufacturers” in the third sentence of the
fifth paragraph in this section.  Please clarify the nature of these relationships and, if
appropriate, explain how these relationships differ from the process qualification
relationships you disclose here and on page 18.  This comment also applies to similar
disclosure on page 1.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 3

 Intellectual Property Rights, page 18

7. We note the imp ortance of your “core patents” to your business as a whole.  Please
disclose the duration of these patents.
8. We note the disclosure of the license agreement between you and ASM International.
Please reconcile this disclosure with the disclosure in exhibit 10.4, which discloses that
the agreement is between “RJ Mears, LLC” and the ASM entities.  In this regard, a lso
clarify what effects this license agreement has on your operations.  For example, if this
agreement requires you to make payments for each MST product you license, please
disclose this fact.

Management’s Discussion and Analysis of Financial Conditio n and Results of Operations, page
20

Plan of Operations, page 20

9. Please reconcile your disclosure that you intend to “expand [y]our sales to additional
potential customers and markets” with the first sentence on page 21, which suggests you
have not yet m ade sales.  Additionally, please revise to clarify what you mean by your
plan to “enhance the accreditation” of your main technology “with a more comprehensive
set of proprietary data.”

Compensation Committee Interlocks and Insider Participation, page 2 3

10. Given your disclosure that your board of directors does not have a compensation
committee, please revise to identify each of your officers and employees who partici pated
in your board of director s’ deliberations concerning your executive officers’
compe nsation during the last completed fiscal year.  See Item 407(e)(4)(ii) of Regulation
S-K.

Executive Compensation, page 24

Narrative Disclosure to Summary Compensation Table, page 24

11. Please provide here, or in any other appropriate section, a narrative description of any
material factors necessary to an understanding of the information you present in your
summary compensation table.  For example, you should describe the material terms of
any employment arrangements you have with your named executive officers, if
appropriate.

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 4

 Related Party Transactions, page 25

12. We note your disclosure that you sold convertible promissory notes to your officers and
directors in fiscal years 2013 and 2 014.  Please also disclose the names of the related
persons who conducted transactions with you and the approximate dollar value of each
related person’s interest in the transaction.

Underwriting, page 40

Underwriting Discount and Expenses, page 40

13. Give n that you have agreed to issue a warrant to your underwriter as compensation, as
disclosed on page 41, please tell us why you have not included this warrant in the table
on page 40.

Determination of Offering Price, page 41

14. Please revise the last sente nce of this section to remove the suggestion that the offering
price of your common stock in this offering may change.

Financial Statements for the Nine Months Ended September 30, 2015

Note 8. Stock Option Plan, page F -26

15. We note from your disclosures  that you utilize the Black -Scholes -Merton option pricing
model to determine the fair value of your stock options.  Please revise to explain the
methods used to determine the assumptions utilized in these models including volatility,
risk-free interest rat e and expected term, etc.  Refer to the guidance in FASB ASC 718 -
10-50-2(f)(2).  Refer also to FASB ASC 718 -10-55-136.
16. In order to assist us in evaluating your equity based -instruments, please provide us with
details of each issuance of stock options in th e preceding twelve months.  Include the
following information for each grant date:
 Number of shares issued or issuable in the grant ;
 Purchase price or exercise price per share ;
 Any restriction or vesting terms ;
 Management’s fair value per share estimate ;
 How management determined the fair value estimate ;
 Nature of any relationship between the recipient and the company ;
 Nature and terms of any concurrent transactions with the recipient ;
 Amount of any recorded compensation element .

Scott A. Bibaud
Mears Technologies, Inc.
January 15, 2016
Page 5

 When pricing  information for this offering is available, progressively bridge
management’s fair value per share determinations to the current estimated IPO price per
share.

Exhibit 10.11

17. Please file the attachments missing from exhibit 10.11 or advise .  For example, we note
the references to exhibits A, D, and F.

You may contact Dennis Hult  at (202) 551 -3618  or Lynn Dicker, Senior Accountant,  at
(202) 551 -3616  if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3528  with
any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel K. Donahue