Correspondence 0001539497-23-000102 from NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228) (NB)
NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228)
Date: Jan. 31, 2023 · CIK: 0001512228 · Accession: 0001539497-23-000102
AI Filing Summary & Sentiment
File numbers found in text: 333-268227
Referenced dates: January 30, 2023
Letter
NIOCORP DEVELOPMENTS LTD.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
January 31, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention: Brain McAllister
Steve Lo
John Coleman
Karina Dorin
Laura Nicholson
Re: NioCorp Developments Ltd.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 17, 2023
File No. 333-268227
Ladies and Gentlemen:
NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (“NioCorp,” the “Company,” “we,” or “our”), is in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated January 30, 2023 (the “Comment Letter”) with respect to our Amendment No. 2 to Registration Statement on Form S-4 filed with the Commission on January 17, 2023 (the “Form S-4”).
An Amendment No. 3 to Registration Statement on Form S-4 is being filed with the Commission today (the “Amended Form S-4”). Below are the Company’s responses to the Comment Letter. For your convenience, the italicized numbered responses set forth below correspond with the comments contained in the Comment Letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed January 17, 2023
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.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 19-20, 62, 111 and 192 of the Amended Form S-4.
If you have any questions regarding these matters, please do not hesitate to contact Joel T. May of Jones Day at (404) 581-8967.
Sincerely yours,
/s/ Neal Shah
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NIOCORP DEVELOPMENTS LTD.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
January 31, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Brain McAllister
Steve Lo
John Coleman
Karina Dorin
Laura Nicholson
Re:
NioCorp Developments Ltd.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 17, 2023
File No. 333-268227
Ladies and Gentlemen:
NioCorp Developments Ltd., a company organized under the laws of
the Province of British Columbia (“NioCorp,” the “Company,” “we,” or “our”),
is in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Commission’s letter dated January 30, 2023 (the “Comment Letter”) with respect to our Amendment
No. 2 to Registration Statement on Form S-4 filed with the Commission on January 17, 2023 (the “Form S-4”).
An Amendment No. 3 to Registration Statement on Form S-4 is being
filed with the Commission today (the “Amended Form S-4”). Below are the Company’s responses to the Comment Letter.
For your convenience, the italicized numbered responses set forth below correspond with the comments contained in the Comment Letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed
January 17, 2023
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.
Response:
The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 19-20, 62, 111 and 192 of
the Amended Form S-4.
If you have any questions regarding these matters,
please do not hesitate to contact Joel T. May of Jones Day at (404) 581-8967.
Sincerely yours,
/s/ Neal Shah
Neal Shah
Chief Financial Officer
NioCorp Developments Ltd.
Copies to:
Joel T. May, Jones Day
Andrew C. Thomas, Jones Day
C. Michael Chitwood, Skadden, Arps, Slate, Meagher & Flom LLP
(counsel to GX)
Michael A. Civale, Skadden, Arps, Slate, Meagher & Flom LLP (counsel
to GX)
Mark A. Smith, NioCorp Developments Ltd.