SEC Company Response from Knightscope, Inc. (KSCP) (CIK 0001600983) (KSCP) — Dec 7, 2016
Knightscope, Inc. (KSCP) (CIK 0001600983)
Date: Dec. 7, 2016 · CIK: 0001600983 · Accession: 0001144204-16-138427
AI Filing Summary & Sentiment
File numbers found in text: 024-10633
Letter
Office of Technologies Division of Corporation Finance Securities and Exchange Commission Offering Statement on Form 1-A Filed November 7, 2016 File No. 024-10633
Re: Knightscope, Inc.
Dear Mr. Spirgel:
We acknowledge receipt of comments in your letter of November 28, 2016, which we have set out below, together with the company’s responses.
Part II and III - Preliminary Offering Circular
1. The final price of the offering may be provided in a supplement after qualification; however, a range or estimated price to the public must be included in the preliminary circular. See Section 253 of Regulation A. Please revise accordingly.
We have added disclosure regarding the price to public to the preliminary offering circular.
Use of Proceeds, page 11
2. You indicate that your offering will be conducted on a “best-efforts” basis. Please revise your disclosures throughout to discuss how the amount and use of proceeds will be affected if you only sell 25%, 50% and 75% of the shares being offered (in addition to the information you have provided for a 100% sale).
We have revised the disclosure to reflect the impact to the company of selling less than the maximum number of shares.
Sincerely,
/s/ Jeanne Campanelli
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CORRESP 1 filename1.htm Larry Spirgel Assistant Director Office of Technologies Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 December 7, 2016 Re: Knightscope, Inc. Offering Statement on Form 1-A Filed November 7, 2016 File No. 024-10633 Dear Mr. Spirgel: We acknowledge receipt of comments in your letter of November 28, 2016, which we have set out below, together with the company’s responses. Part II and III - Preliminary Offering Circular 1. The final price of the offering may be provided in a supplement after qualification; however, a range or estimated price to the public must be included in the preliminary circular. See Section 253 of Regulation A. Please revise accordingly. We have added disclosure regarding the price to public to the preliminary offering circular. Use of Proceeds, page 11 2. You indicate that your offering will be conducted on a “best-efforts” basis. Please revise your disclosures throughout to discuss how the amount and use of proceeds will be affected if you only sell 25%, 50% and 75% of the shares being offered (in addition to the information you have provided for a 100% sale). We have revised the disclosure to reflect the impact to the company of selling less than the maximum number of shares. Sincerely, /s/ Jeanne Campanelli Jeanne Campanelli Partner KHLK LLP cc: William Santana Li Knightscope, Inc.