Correspondence 0001013762-23-004880 from RideNow Group, Inc. (RDNW)
RideNow Group, Inc.
Date: Oct. 18, 2023 · CIK: 0001596961 · Accession: 0001013762-23-004880
AI Filing Summary & Sentiment
File numbers found in text: 333-274859
Letter
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038
(214) 771-9952
October 18, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Crispino
Jan Woo
Re: RumbleOn, Inc.
Registration Statement on Form S-3
Filed October 4, 2023
File No. 333-274859
To the addressees set forth above:
This letter sets forth the response of RumbleOn, Inc. (the “Company,” “we” and “our”) to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated October 13, 2023 (the “Comment Letter”) relating to the Registration Statement on Form S-3, File No. 333-274859, filed with the Securities and Exchange Commission on October 4, 2023 (the “Registration Statement”). We have also revised the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this letter, we are publicly filing with the Securities and Exchange Commission a pre-effective Amendment No. 1 to the Registration Statement on Form S-3 (“Amendment No. 1”) that reflects this revision and generally updates certain information in the Registration Statement.
To assist your review, set forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Company with respect thereto and a statement identifying the location in Amendment No. 1 of the revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the registration statement included in Amendment No. 1.
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.
Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 38 and II-3 and a tax opinion will be filed with Amendment No. 1.
* * *
We appreciate your attention to this matter and hope the foregoing answer is responsive to your comment. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Geoffrey L. Newton of Baker Botts L.L.P. at (214) 953-6753 or Sarah J. Dodson of the same firm at (214) 953-6585.
Very truly yours,
RumbleOn, Inc.
Show Raw Text
CORRESP
1
filename1.htm
RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038
(214) 771-9952
October 18, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Crispino
Jan Woo
Re: RumbleOn, Inc.
Registration Statement on Form S-3
Filed October 4, 2023
File No. 333-274859
To the addressees set forth
above:
This letter sets forth the
response of RumbleOn, Inc. (the “Company,” “we” and “our”)
to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”)
dated October 13, 2023 (the “Comment Letter”) relating to the Registration Statement on Form S-3, File No. 333-274859,
filed with the Securities and Exchange Commission on October 4, 2023 (the “Registration Statement”). We have
also revised the Registration Statement in response to the Staff’s comment and, concurrently with delivery of this letter, we are
publicly filing with the Securities and Exchange Commission a pre-effective Amendment No. 1 to the Registration Statement on Form S-3
(“Amendment No. 1”) that reflects this revision and generally updates certain information in the Registration
Statement.
To assist your review, set
forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the
Company with respect thereto and a statement identifying the location in Amendment No. 1 of the revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of the registration statement included in Amendment No. 1.
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.
Response:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has revised pages 38 and II-3 and a tax opinion
will be filed with Amendment No. 1.
* * *
We appreciate your attention
to this matter and hope the foregoing answer is responsive to your comment. Please direct any questions or comments regarding this correspondence
to the undersigned or to our counsel, Geoffrey L. Newton of Baker Botts L.L.P. at (214) 953-6753 or Sarah J. Dodson of the same firm at
(214) 953-6585.
Very truly yours,
RumbleOn, Inc.
By:
/s/ Mathew W. Grynwald
Name:
Mathew W. Grynwald
Title:
General Counsel
cc:
Geoffrey L. Newton, Baker Botts L.L.P.
Sarah J. Dodson, Baker Botts L.L.P.