SEC Comment Letter 0000000000-22-012211 to Ondas Inc. (ONDS)
Ondas Inc.
Date: Nov. 9, 2022 · CIK: 0001646188 · Accession: 0000000000-22-012211
AI Filing Summary & Sentiment
File numbers found in text: 333-267565
Letter
United States securities and exchange commission logo November 9, 2022 Eric Brock Chairman and Chief Executive Officer Ondas Holdings Inc. 411 Waverley Oaks Road, Suite 114 Waltham, Massachusetts 02452 Re:Ondas Holdings Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed November 3, 2022 File No. 333-267565 Dear Eric Brock: We have limited our review of your amended registration statement and have the following 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 comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 18, 2022 letter. Amendment No. 1 to Registration Statement on Form S-4 filed November 3, 2022 U.S. Federal Income Tax Consequences of the Merger, page 11 1.We note your response to prior comment 1. It is permissible for counsel to opine that the tax consequences "should" occur or are "more likely than not" provided the disclosure explains the reasons for and risks related to the uncertainty. Please revise to explain those reasons and risks in detail. 2.Please revise your disclosure on page 63 to identify counsel and state, if true, that the disclosure represents their opinion. Also revise to remove the disclosure that the merger is "intended" to qualify for the stated tax treatment.
FirstName LastNameEric Brock Comapany NameOndas Holdings Inc. November 9, 2022 Page 2 FirstName LastName Eric Brock Ondas Holdings Inc. November 9, 2022 Page 2 Background of the Merger, page 55 3.We note your response to prior comment 3. Your disclosure continues to state that B. Riley served as financial advisor, but your revisions indicate they merely held status calls and established a data room. Please revise to explain what services B. Riley provided as financial advisor. Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff Kruczek, Senior Attorney, at 202-551-3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Christina C. Russo, Esq.
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United States securities and exchange commission logo
November 9, 2022
Eric Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
411 Waverley Oaks Road, Suite 114
Waltham, Massachusetts 02452
Re:Ondas Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 3, 2022
File No. 333-267565
Dear Eric Brock:
We have limited our review of your amended registration statement and have the
following 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 comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed November 3, 2022
U.S. Federal Income Tax Consequences of the Merger, page 11
1.We note your response to prior comment 1. It is permissible for counsel to opine that the
tax consequences "should" occur or are "more likely than not" provided the disclosure
explains the reasons for and risks related to the uncertainty. Please revise to explain those
reasons and risks in detail.
2.Please revise your disclosure on page 63 to identify counsel and state, if true, that the
disclosure represents their opinion. Also revise to remove the disclosure that the merger is
"intended" to qualify for the stated tax treatment.
FirstName LastNameEric Brock
Comapany NameOndas Holdings Inc.
November 9, 2022 Page 2
FirstName LastName
Eric Brock
Ondas Holdings Inc.
November 9, 2022
Page 2
Background of the Merger, page 55
3.We note your response to prior comment 3. Your disclosure continues to state that B.
Riley served as financial advisor, but your revisions indicate they merely held status calls
and established a data room. Please revise to explain what services B. Riley provided as
financial advisor.
Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff Kruczek, Senior
Attorney, at 202-551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Christina C. Russo, Esq.