SEC Comment Letter 0000000000-23-000970 to NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228) (NB)
NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228)
Date: Jan. 30, 2023 · CIK: 0001512228 · Accession: 0000000000-23-000970
AI Filing Summary & Sentiment
File numbers found in text: 333-268227
Letter
United States securities and exchange commission logo January 30, 2023 Mark A. Smith President and Chief Executive Officer NioCorp Developments Ltd. 7000 South Yosemite Street, Suite 115 Centennial, CO 80112 Re:NioCorp Developments Ltd. Amendment No. 2 to Registration Statement on Form S-4 Filed January 17, 2023 File No. 333-268227 Dear Mark A. Smith: 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. Unless we note otherwise, our references to prior comments are to comments in our January 12, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 Questions and Answers About the Transactions May GX or GX's directors, officers or advisors, or their affiliates purchase shares in connection with the Transactions?, page 19 1.We note your revised disclosure in response to prior comment 5 states that any privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the Trust Account. However, you also state that the purpose of any purchases of shares could be to vote such shares in favor of the transactions. Please provide your analysis on how such potential purchases would comply with Rule 14e-5.
FirstName LastNameMark A. Smith Comapany NameNioCorp Developments Ltd. January 30, 2023 Page 2 FirstName LastName Mark A. Smith NioCorp Developments Ltd. January 30, 2023 Page 2 You may contact Brain McAllister, Staff Accountant, at (202) 551-3341 or Steve Lo, Staff Accountant, at (202) 551-3394 if you have questions regarding comments on the financial statements and related matters. For questions regarding comments on engineering matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
Show Raw Text
United States securities and exchange commission logo
January 30, 2023
Mark A. Smith
President and Chief Executive Officer
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Re:NioCorp Developments Ltd.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 17, 2023
File No. 333-268227
Dear Mark A. Smith:
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. Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers About the Transactions
May GX or GX's directors, officers or advisors, or their affiliates purchase shares in connection
with the Transactions?, page 19
1.We note your revised disclosure in response to prior comment 5 states that any privately
negotiated purchases may be effected at purchase prices that are no higher than the per
share pro rata portion of the Trust Account. However, you also state that the purpose of
any purchases of shares could be to vote such shares in favor of the transactions. Please
provide your analysis on how such potential purchases would comply with Rule 14e-5.
FirstName LastNameMark A. Smith
Comapany NameNioCorp Developments Ltd.
January 30, 2023 Page 2
FirstName LastName
Mark A. Smith
NioCorp Developments Ltd.
January 30, 2023
Page 2
You may contact Brain McAllister, Staff Accountant, at (202) 551-3341 or Steve Lo,
Staff Accountant, at (202) 551-3394 if you have questions regarding comments on the financial
statements and related matters. For questions regarding comments on engineering matters, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Karina Dorin,
Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation