SEC Comment Letter 0000000000-25-001089 to Power REIT (PW, PW-PA) (CIK 0001532619) (PW)
Power REIT (PW, PW-PA) (CIK 0001532619)
Date: Jan. 31, 2025 · CIK: 0001532619 · Accession: 0000000000-25-001089
AI Filing Summary & Sentiment
File numbers found in text: 333-284503
Letter
January 31, 2025 David Lesser Chief Executive Officer Power REIT 301 Winding Road Old Bethpage, New York 11804 Re:Power REIT Registration Statement on Form S-3 Filed January 24, 2025 File No. 333-284503 Dear David Lesser: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-3 General 1.We note your disclosure that the greenhouse portfolio secures a loan, which Greenhouse Loan is currently in default. It appears that a material event of default occurred after the fiscal year ended December 31, 2023, which audited financial statements have been incorporated by reference in the filing. The occurrence of a material default would render you ineligible to use Form S-3 until the filing of your next Form 10-K. Please clarify when the default occurred and provide us with your analysis of your ability to register securities on Form S-3 at this time. Refer to General Instruction I.A.4 of Form S-3. For additional guidance, please see Question 115.16 of Securities Act Forms Compliance and Disclosure Interpretations.
January 31, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Leslie Marlow, Esq.
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January 31, 2025
David Lesser
Chief Executive Officer
Power REIT
301 Winding Road
Old Bethpage, New York 11804
Re:Power REIT
Registration Statement on Form S-3
Filed January 24, 2025
File No. 333-284503
Dear David Lesser:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your disclosure that the greenhouse portfolio secures a loan, which
Greenhouse Loan is currently in default. It appears that a material event of default
occurred after the fiscal year ended December 31, 2023, which audited financial
statements have been incorporated by reference in the filing. The occurrence of a
material default would render you ineligible to use Form S-3 until the filing of your
next Form 10-K. Please clarify when the default occurred and provide us with your
analysis of your ability to register securities on Form S-3 at this time. Refer to General
Instruction I.A.4 of Form S-3. For additional guidance, please see Question 115.16 of
Securities Act Forms Compliance and Disclosure Interpretations.
January 31, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Leslie Marlow, Esq.