SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Apr 2, 2018
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: April 2, 2018 · CIK: 0001499961 · Accession: 0000000000-18-009828
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-222466
Letter
Mail Stop 4561 March 30, 2018 Jonathan New Chief Financial Officer Net Element, Inc. 3363 NE 163rd St., Suite 705 Miami, Florida, 3316 0
Re: Net Element, Inc. Amendment No. 3 to Registration Statement on Form S -3 Filed March 6, 2018 File No. 333-222466
Dear Mr. New:
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 bel ieve 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. Unless we note otherwise , our references to prior comments are to comments in our February 9 , 2018 letter .
General
1. Your revised disclosure in response to prior comment 1 suggests that you are developing ERC -20 compliant tokens . Please disclose the timing of the development of these tokens , how you intend to use them , and what material risks or uncertaintie s you anticipate, including any material regulatory risks.
2. We note that the ecosystem will initially be deployed on “the public Ethereum or similar blockchain.” Please provide a risk factor regarding your reliance on another blockchain network. For example, disclose the risks and consequences to the company if such network ceases to function, slows down i n functionality, or forks.
Jonathan New Net Element, Inc. March 30, 2018 Page 2
3. Your response to prior comment 2 indicates that you will introduce the blockchain -based ecosystem upon the conclusion of the initial phase. Please clarify whether the ecosystem will be launched at that time. If not, explain the additional developmental steps that will be taken in subsequent phases as well as the estimated period of time until launch.
Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions. If you require further assistance, you m ay contact the undersigned at (202) 551 -3453.
Sincerely,
/s/ Jan Woo
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Mail Stop 4561 March 30, 2018 Jonathan New Chief Financial Officer Net Element, Inc. 3363 NE 163rd St., Suite 705 Miami, Florida, 3316 0 Re: Net Element, Inc. Amendment No. 3 to Registration Statement on Form S -3 Filed March 6, 2018 File No. 333-222466 Dear Mr. New: 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 bel ieve 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. Unless we note otherwise , our references to prior comments are to comments in our February 9 , 2018 letter . General 1. Your revised disclosure in response to prior comment 1 suggests that you are developing ERC -20 compliant tokens . Please disclose the timing of the development of these tokens , how you intend to use them , and what material risks or uncertaintie s you anticipate, including any material regulatory risks. 2. We note that the ecosystem will initially be deployed on “the public Ethereum or similar blockchain.” Please provide a risk factor regarding your reliance on another blockchain network. For example, disclose the risks and consequences to the company if such network ceases to function, slows down i n functionality, or forks. Jonathan New Net Element, Inc. March 30, 2018 Page 2 3. Your response to prior comment 2 indicates that you will introduce the blockchain -based ecosystem upon the conclusion of the initial phase. Please clarify whether the ecosystem will be launched at that time. If not, explain the additional developmental steps that will be taken in subsequent phases as well as the estimated period of time until launch. Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions. If you require further assistance, you m ay contact the undersigned at (202) 551 -3453. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Serge Pavluk, Esq. Snell & Wilmer, Esq.