SEC Comment Letter 0000000000-22-012419 to Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558) (PRTH)
Priority Technology Holdings, Inc. (PRTH, PRTHU) (CIK 0001653558)
Date: Nov. 16, 2022 · CIK: 0001653558 · Accession: 0000000000-22-012419
AI Filing Summary & Sentiment
File numbers found in text: 001-37872
Letter
United States securities and exchange commission logo November 16, 2022 Thomas Priore President, Chief Executive Officer and Chairman Priority Technology Holdings, Inc. 2001 Westside Parkway, Suite 155 Alpharetta, GA 30004 Re:Priority Technology Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 8-K Filed May 11, 2022 Response dated November 10, 2022 File No. 001-37872 Dear Thomas Priore: We have reviewed your November 10, 2022 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 31, 2022 letter. Form 8-K Filed May 11, 2022 Exhibit 99.1 Non-GAAP Financial Measures, page 2 1.We have reviewed your response to comment 4 and note that is does not appear appropriate to use a title for your non-GAAP financial measure that appears to be the same as, or confusingly similar to, a title used for a GAAP financial measure. Please revise the title of your non-GAAP measure "gross profit" and "gross profit margin" to clearly distinguish it from the similar GAAP measure. Please refer to the guidance in Item 10(e)(1)(ii)(E) of Regulation S-K.
FirstName LastNameThomas Priore Comapany NamePriority Technology Holdings, Inc. November 16, 2022 Page 2 FirstName LastName Thomas Priore Priority Technology Holdings, Inc. November 16, 2022 Page 2
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 16, 2022
Thomas Priore
President, Chief Executive Officer and Chairman
Priority Technology Holdings, Inc.
2001 Westside Parkway, Suite 155
Alpharetta, GA 30004
Re:Priority Technology Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 8-K Filed May 11, 2022
Response dated November 10, 2022
File No. 001-37872
Dear Thomas Priore:
We have reviewed your November 10, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 31, 2022 letter.
Form 8-K Filed May 11, 2022
Exhibit 99.1
Non-GAAP Financial Measures, page 2
1.We have reviewed your response to comment 4 and note that is does not appear
appropriate to use a title for your non-GAAP financial measure that appears to be the
same as, or confusingly similar to, a title used for a GAAP financial measure. Please
revise the title of your non-GAAP measure "gross profit" and "gross profit margin" to
clearly distinguish it from the similar GAAP measure. Please refer to the guidance
in Item 10(e)(1)(ii)(E) of Regulation S-K.
FirstName LastNameThomas Priore
Comapany NamePriority Technology Holdings, Inc.
November 16, 2022 Page 2
FirstName LastName
Thomas Priore
Priority Technology Holdings, Inc.
November 16, 2022
Page 2
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services