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SEC Company Response from Blink Charging Co. (BLNK) (CIK 0001429764) (BLNK) — Dec 21, 2016

Blink Charging Co. (BLNK) (CIK 0001429764)
Date: Dec. 21, 2016 · CIK: 0001429764 · Accession: 0001493152-16-016119

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Reasoning

File numbers found in text: 333-214461

Referenced dates: November 30, 2016

Date
Dec. 21, 2016
Author
Car
Form
CORRESP
Company
Blink Charging Co. (BLNK) (CIK 0001429764)

Letter

VIA EDGAR Office of Electronics and Machinery Division of Corporation Finance Securities and Exchange Commission Re: Car Charging Group, Inc. Registration Statement on Form S-1 Filed November 7, 2016 File No. 333-214461

Dear Mr. Mancuso:

Car Charging Group, Inc. (the “Company”) is in receipt of your comment letter dated November 30, 2016 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions raised by the staff. For your convenience, the matters are listed below, followed by the Company’s responses:

Fee Table

1. Please show us how you determined the registration fee for the warrants and underlying shares. We note your disclosure that the warrant exercise price is 125% of the common stock public offering price, but your fee table shows that the maximum aggregate offering price of the common stock is the same as the maximum aggregate offering price of the common stock underlying the warrants. Also, it is unclear how your fee calculation reflects the offer price of the warrants. For guidance, see the Division of Corporation Finance’s Securities Act Rules Compliance and Disclosure Interpretation 240.06 available on the Commission’s website.

RESPONSE: In response to the staff’s comment, we have clarified that the maximum aggregate offering price of the common stock underlying the warrants is $25,000,000. In addition, we have clarified that no further consideration will be paid for the warrant to be issued for every one share offered.

Prospectus

2. Please include all disclosure required in your prospectus, excluding only information that may be omitted consistent with Rule 430A. Disclosure that may not be omitted includes the volume of securities to be sold, disclosure required by Regulation S-K Item 202(c), ownership information in the form of the tables required by Regulation S-K Item 403 regarding each class of your equity securities, and information based on a bona fide estimate of the public offering price of the securities. See Section II.A.7 of Release 33-6714 (May 27, 1987).

RESPONSE: We will include, in future pre-effective amendments, the volume of securities to be sold and all disclosures impacted by such information including disclosure required by Regulation S-K Item 202(c), ownership information in the form of the tables required by Regulation S-K Item 403 regarding each class of your equity securities, and information based on a bona fide estimate of the public offering price of the securities.

Use of proceeds, page 5

3. Please reconcile your “Use of proceeds” disclosure on pages 5 and 30. Also, given that your disclosure on page 30 suggests that you will repay only a portion of outstanding related party notes described on pages 82-83, please tell us the source of funds that you will use for the balance of your obligations under the notes.

RESPONSE: In response to the staff’s comment, we have reconciled our “Use of proceeds” disclosures on pages 5 and 30. In response to the staff’s comment, we have clarified on page 30 that the entire amount of outstanding related party notes ($495,000) described on pages 82-83 will be repaid.

Signatures, page II-16

Russell Mancuso, Branch Chief

Securities and Exchange Commission

December 21, 2016

4. Please clarify below the second paragraph of text required on the Signatures page who signed your registration statement in the capacity of controller or principal accounting officer.

RESPONSE: In response to the staff’s comment, we have clarified that Michael Calise signed the registration statement in the capacity of principal accounting officer.

Sincerely,
Car
Charging Group, Inc.

Show Raw Text
CORRESP
1
filename1.htm

Car
Charging Group, Inc.

1691
Michigan Avenue, Suite 601

Miami
Beach, FL 33139

December
21, 2016

VIA
EDGAR

Russell
Mancuso, Branch Chief

Office
of Electronics and Machinery

Mail
Stop 3030

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Car
    Charging Group, Inc.

Registration
Statement on Form S-1

Filed
November 7, 2016

File
No. 333-214461

Dear
Mr. Mancuso:

Car
Charging Group, Inc. (the “Company”) is in receipt of your comment letter dated November 30, 2016 regarding the above
referenced filing. As requested in your letter, we have provided responses to the questions raised by the staff. For your convenience,
the matters are listed below, followed by the Company’s responses:

Fee
Table

    1.
    Please
    show us how you determined the registration fee for the warrants and underlying shares. We note your disclosure that the warrant
    exercise price is 125% of the common stock public offering price, but your fee table shows that the maximum aggregate offering
    price of the common stock is the same as the maximum aggregate offering price of the common stock underlying the warrants.
    Also, it is unclear how your fee calculation reflects the offer price of the warrants. For guidance, see the Division of Corporation
    Finance’s Securities Act Rules Compliance and Disclosure Interpretation 240.06 available on the Commission’s website.

    RESPONSE:
    In
    response to the staff’s comment, we have clarified that the maximum aggregate offering price of the common stock underlying
    the warrants is $25,000,000. In addition, we have clarified that no further consideration will be paid for the warrant to
    be issued for every one share offered.

Prospectus

    2.
    Please
    include all disclosure required in your prospectus, excluding only information that may be omitted consistent with Rule 430A.
    Disclosure that may not be omitted includes the volume of securities to be sold, disclosure required by Regulation S-K Item
    202(c), ownership information in the form of the tables required by Regulation S-K Item 403 regarding each class of your equity
    securities, and information based on a bona fide estimate of the public offering price of the securities. See Section II.A.7
    of Release 33-6714 (May 27, 1987).

    RESPONSE:
    We
                                         will include, in future pre-effective amendments, the volume of securities to be sold
                                         and all disclosures impacted by such information including disclosure required by Regulation
                                         S-K Item 202(c), ownership information in the form of the tables required by Regulation
                                         S-K Item 403 regarding each class of your equity securities, and information based on
                                         a bona fide estimate of the public offering price of the securities.

Use
of proceeds, page 5

    3.
    Please
    reconcile your “Use of proceeds” disclosure on pages 5 and 30. Also, given that your disclosure on page 30 suggests
    that you will repay only a portion of outstanding related party notes described on pages 82-83, please tell us the source
    of funds that you will use for the balance of your obligations under the notes.

    RESPONSE:
    In
                                         response to the staff’s comment, we have reconciled our “Use of proceeds”
                                         disclosures on pages 5 and 30. In response to the staff’s comment, we have clarified
                                         on page 30 that the entire amount of outstanding related party notes ($495,000) described
                                         on pages 82-83 will be repaid.

Signatures,
page II-16

Russell
Mancuso, Branch Chief

Securities and Exchange Commission

December 21, 2016

    4.
    Please
    clarify below the second paragraph of text required on the Signatures page who signed your registration statement in the capacity
    of controller or principal accounting officer.

    RESPONSE:
    In
    response to the staff’s comment, we have clarified that Michael Calise signed the registration statement in the capacity
    of principal accounting officer.

    Sincerely,

    Car
    Charging Group, Inc.

    By:
    /s/
    Michael Calise

    Name:
    Michael
    Calise

    Title:

    Chief
    Executive Officer