SEC Comment Letter for Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568) (AZIO) — Dec 20, 2017
Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568)
Date: Dec. 20, 2017 · CIK: 0001563568 · Accession: 0000000000-17-044406
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220983
Letter
Mail Stop 3561 December 20, 2017 James L. Reynolds Chief Executive Officer and President Adomani, Inc. 620 Newport Center Drive, Suite 1100 Newport Beach, CA 92660
Re: Adomani, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed December 15 , 2017 File No. 333-220983
Dear Mr. Reynolds :
We have limited our review of your amended registration statement to those issues we have addressed in our 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 comment s, we may have additional comments.
Plan of Distribution, page 97
1. Please clarify whether the issuance of the placement agent warrant is registered on this registration statement. If so, please include in the registration statement fee table the placem ent agent warrant and common stock issuable on exercise.
2. You state in your revised disclosure that Boustead Securities, LLC “may be deemed” an underwriter. Please disclose here and on the prospectus cover that Boustead is an underwriter within the meani ng of Section 2(a)(11) of the Securities Act.
James L. Reynolds Adomani, Inc. December 20, 2017 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.
You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assi stant Chief Accountant at (202) 551 -3305 if you have questions regarding comments on the financial statements and related matters. Please contact Tonya K. Aldave at (202) 551 -3601 or me at (202) 551 -3217 with any other questions.
Sincerely,
/s/ Justin Dobbie for
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Mail Stop 3561 December 20, 2017 James L. Reynolds Chief Executive Officer and President Adomani, Inc. 620 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 Re: Adomani, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed December 15 , 2017 File No. 333-220983 Dear Mr. Reynolds : We have limited our review of your amended registration statement to those issues we have addressed in our 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 comment s, we may have additional comments. Plan of Distribution, page 97 1. Please clarify whether the issuance of the placement agent warrant is registered on this registration statement. If so, please include in the registration statement fee table the placem ent agent warrant and common stock issuable on exercise. 2. You state in your revised disclosure that Boustead Securities, LLC “may be deemed” an underwriter. Please disclose here and on the prospectus cover that Boustead is an underwriter within the meani ng of Section 2(a)(11) of the Securities Act. James L. Reynolds Adomani, Inc. December 20, 2017 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. You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assi stant Chief Accountant at (202) 551 -3305 if you have questions regarding comments on the financial statements and related matters. Please contact Tonya K. Aldave at (202) 551 -3601 or me at (202) 551 -3217 with any other questions. Sincerely, /s/ Justin Dobbie for J. Nolan McWilliams Attorney -Advisor Office of Transportation and Leisure cc: Michael A. Hedge, Esq. K&L Gates LLP