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
AI Filing Summary & Sentiment
File numbers found in text: 333-214461
Referenced dates: November 30, 2016
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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