SEC Comment Letter for Datavault AI Inc. (DVLT) (CIK 0001682149) (DVLT) — Jul 5, 2018
Datavault AI Inc. (DVLT) (CIK 0001682149)
Date: July 5, 2018 · CIK: 0001682149 · Accession: 0000000000-18-020697
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 July 5 , 2018 Via E -mail Brett Moyer Chief Executive Officer Summit Semiconductor, Inc. 6840 Via Del Oro Ste. 280 San Jose, CA 95119
Re: Summit Semiconductor, Inc. Amendment No. 4 to Registration Statement on Form S -1 Filed July 2, 2018 File No. 333 -224267
Dear Mr. Moyer :
We have reviewed 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 no t 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.
Exhibit 5.1
1. We note that this exhibit refers to stock that will be sold in a resale transaction; however, your prospectus does not describe a resale offering. Please file an opinion that addresses the offering registered and the prospectus included in your registrati on statement.
2. We note the first sentence of the second paragraph. Your legality opinion may not limit the universe of documents considered in rendering the opinion. Please file an opinion that does not contain such limitations.
Brett Moyer Summit Semiconductor, Inc. July 5 , 2018 Page 2
3. Given that the registr ation statement registers the offering of common stock, please tell us the purpose of the fifth paragraph. It is unclear why it is appropriate to render an opinion on a common stock offering “subject to” the items noted in this paragraph.
4. Your legality opinion may not limit who can rely on the opinion. Please file an opinion without the limitation found in the first sentence of the second page.
Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3528 with any questions.
Sincerely,
/s/ Amanda Ravitz
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Mail Stop 3030 July 5 , 2018 Via E -mail Brett Moyer Chief Executive Officer Summit Semiconductor, Inc. 6840 Via Del Oro Ste. 280 San Jose, CA 95119 Re: Summit Semiconductor, Inc. Amendment No. 4 to Registration Statement on Form S -1 Filed July 2, 2018 File No. 333 -224267 Dear Mr. Moyer : We have reviewed 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 no t 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. Exhibit 5.1 1. We note that this exhibit refers to stock that will be sold in a resale transaction; however, your prospectus does not describe a resale offering. Please file an opinion that addresses the offering registered and the prospectus included in your registrati on statement. 2. We note the first sentence of the second paragraph. Your legality opinion may not limit the universe of documents considered in rendering the opinion. Please file an opinion that does not contain such limitations. Brett Moyer Summit Semiconductor, Inc. July 5 , 2018 Page 2 3. Given that the registr ation statement registers the offering of common stock, please tell us the purpose of the fifth paragraph. It is unclear why it is appropriate to render an opinion on a common stock offering “subject to” the items noted in this paragraph. 4. Your legality opinion may not limit who can rely on the opinion. Please file an opinion without the limitation found in the first sentence of the second page. Please contact Caleb French at (202) 551 -6947 or me at (202) 551 -3528 with any questions. Sincerely, /s/ Amanda Ravitz Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: David E. Danovitch, Esq. Robinson Brog Leinwand Greene Genovese & Gluck, P.C.