SEC Comment Letter for BitNile Metaverse, Inc. (ROII) (CIK 0001437491) — Mar 19, 2020
BitNile Metaverse, Inc. (ROII) (CIK 0001437491)
Date: March 19, 2020 · CIK: 0001437491 · Accession: 0000000000-20-002420
AI Filing Summary & Sentiment
File numbers found in text: 333-235456
Letter
March 18, 2020 Randy May Chief Executive Officer Ecoark Holdings, Inc. 5899 Preston Road #505 Frisco, TX 75034, Re:Ecoark Holdings, Inc. Amendment 2 to Registration Statement on Form S-1 Filed March 13, 2020 File No. 333-235456 Dear Mr. May: We have reviewed your amended 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 amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Pre-effective Amendment 3 to Registration Statement on Form S-1 filed March 13, 2020 Executive Officers and Management , page 35 1.On page 35, please change the sentence, “Mr. Hoagland has served as the Managing Member of Trend Discovery Capital Management, an investment fund, since 2011” to “Mr. Hoagland has served as the Managing Member of Trend Discovery Capital Management, a registered investment adviser, since 2011”. Notes to Financial Statements, page F-4 2.On page F-8, first paragraph, after “Trend Discovery Holdings, Inc. (“Trend Discovery”),” please strike “a fund management company” and replace it with “a company that owns a registered investment adviser and a fund administration services company.”
FirstName LastNameRandy May Comapany NameEcoark Holdings, Inc. March 18, 2020 Page 2 FirstName LastName Randy May Ecoark Holdings, Inc. March 18, 2020 Page 2 3.In Note 19 (“Subsequent Events”), second paragraph, after “Trend Discovery Holdings, Inc.,” please strike “a fund management company” and replace it with “a company that owns a registered investment adviser and a fund administration services company.” You may contact Melissa Raminpour, Accounting Branch Chief, at 202-551-3379 if you have questions regarding comments on the financial statements and related matters. Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Peter DiChiara, Esq.
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March 18, 2020
Randy May
Chief Executive Officer
Ecoark Holdings, Inc.
5899 Preston Road #505
Frisco, TX 75034,
Re:Ecoark Holdings, Inc.
Amendment 2 to Registration Statement on Form S-1
Filed March 13, 2020
File No. 333-235456
Dear Mr. May:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Pre-effective Amendment 3 to Registration Statement on Form S-1 filed March 13, 2020
Executive Officers and Management , page 35
1.On page 35, please change the sentence, “Mr. Hoagland has served as the Managing
Member of Trend Discovery Capital Management, an investment fund, since 2011” to
“Mr. Hoagland has served as the Managing Member of Trend Discovery Capital
Management, a registered investment adviser, since 2011”.
Notes to Financial Statements, page F-4
2.On page F-8, first paragraph, after “Trend Discovery Holdings, Inc. (“Trend
Discovery”),” please strike “a fund management company” and replace it with “a
company that owns a registered investment adviser and a fund administration services
company.”
FirstName LastNameRandy May
Comapany NameEcoark Holdings, Inc.
March 18, 2020 Page 2
FirstName LastName
Randy May
Ecoark Holdings, Inc.
March 18, 2020
Page 2
3.In Note 19 (“Subsequent Events”), second paragraph, after “Trend Discovery Holdings,
Inc.,” please strike “a fund management company” and replace it with “a company that
owns a registered investment adviser and a fund administration services company.”
You may contact Melissa Raminpour, Accounting Branch Chief, at 202-551-3379 if you
have questions regarding comments on the financial statements and related matters. Please
contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or Jay Ingram, Legal Branch
Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Peter DiChiara, Esq.