SEC Comment Letter 0000000000-23-011193 to RideNow Group, Inc. (RDNW)
RideNow Group, Inc.
Date: Oct. 13, 2023 · CIK: 0001596961 · Accession: 0000000000-23-011193
AI Filing Summary & Sentiment
File numbers found in text: 333-274859
Letter
United States securities and exchange commission logo October 13, 2023 Mathew W. Grynwald General Counsel RumbleOn, Inc. 901 W. Walnut Hill Lane, Suite 110A Irving, Texas 75038 Re:RumbleOn, Inc. Registration Statement on Form S-3 Filed October 4, 2023 File No. 333-274859 Dear Mathew W. Grynwald: 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 Material U.S. Federal Income Tax Consequences, page 38 1.Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing.” Please file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19. 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.
FirstName LastNameMathew W. Grynwald Comapany NameRumbleOn, Inc. October 13, 2023 Page 2 FirstName LastName Mathew W. Grynwald RumbleOn, Inc. October 13, 2023 Page 2 Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Sarah J. Dodson
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United States securities and exchange commission logo
October 13, 2023
Mathew W. Grynwald
General Counsel
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038
Re:RumbleOn, Inc.
Registration Statement on Form S-3
Filed October 4, 2023
File No. 333-274859
Dear Mathew W. Grynwald:
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
Material U.S. Federal Income Tax Consequences, page 38
1.Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax
consequences of a transaction “are material to an investor and a representation as to tax
consequences is set forth in the filing.” Please file a tax opinion as an exhibit to the filing.
We refer you to Section III.A.1 of Staff Legal Bulletin 19.
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.
FirstName LastNameMathew W. Grynwald
Comapany NameRumbleOn, Inc.
October 13, 2023 Page 2
FirstName LastName
Mathew W. Grynwald
RumbleOn, Inc.
October 13, 2023
Page 2
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Sarah J. Dodson