SEC Comment Letter for ETHZilla Corp (FRMM) (CIK 0001690080) (FRMM) — May 16, 2017
ETHZilla Corp (FRMM) (CIK 0001690080)
Date: May 16, 2017 · CIK: 0001690080 · Accession: 0000000000-17-017151
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 May 15, 2017 . Via E -mail Dr. Marlene Krauss Chief Executive Officer KBL Merger Corp. IV 527 Stanton Christiana Rd . Newark, DE 19713
Re: KBL Merger Corp. IV Amendment No. 1 to R egistration Statement on Form S -1 Filed May 9, 2017 File No. 333 -217475
Dear Dr. Krauss:
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 not be lieve an amendment is appropriate, please tell us why in your response.
After reviewing any amend ment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwis e, our references to prior comments are to comments in our May 5, 2017 letter.
Transfer of Founder Shares and Private Placement Units, page 104
1. Please tell us which section of which exhibit requires transferees to be bound by the provisions that you ment ion in your revisions made in response to prior comment 8. Also, from those revisions, it appears that your securities could be transferred in accordance with your sponsor’s LLC agreement or in connection with a liquidation, and the agreements regarding v oting, the trust account, and liquidation distributions would not apply to the transferees. If so, please clearly explain in your risk factors and highlight the risk in your prospectus summary.
Dr. Marlene Krauss KBL Merger Corp. IV May 15, 2017 Page 2
Exhibit 1.1
2. The contingency in paragraph 4.7 of exhibit 1.1 appears to create an offering that is other than a firm commitment. We also note the related representation s in paragraph 2.21.2. It is unclear whether the underwriters will be collecting funds prior to that continge ncy being satisfied. If so, please tell us whether the underwri ters will comply with Rule 15c2 -4. Also, provide us your analysis supporting your conclusion that Rule 419 is not applicable to this offering; see Release 33 -7024 (October 25, 1993).
You m ay contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 wit h any other questions.
Sincerely,
/s/ Russell Mancuso
Show Raw Text
Mail Stop 3030 May 15, 2017 . Via E -mail Dr. Marlene Krauss Chief Executive Officer KBL Merger Corp. IV 527 Stanton Christiana Rd . Newark, DE 19713 Re: KBL Merger Corp. IV Amendment No. 1 to R egistration Statement on Form S -1 Filed May 9, 2017 File No. 333 -217475 Dear Dr. Krauss: 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 not be lieve an amendment is appropriate, please tell us why in your response. After reviewing any amend ment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwis e, our references to prior comments are to comments in our May 5, 2017 letter. Transfer of Founder Shares and Private Placement Units, page 104 1. Please tell us which section of which exhibit requires transferees to be bound by the provisions that you ment ion in your revisions made in response to prior comment 8. Also, from those revisions, it appears that your securities could be transferred in accordance with your sponsor’s LLC agreement or in connection with a liquidation, and the agreements regarding v oting, the trust account, and liquidation distributions would not apply to the transferees. If so, please clearly explain in your risk factors and highlight the risk in your prospectus summary. Dr. Marlene Krauss KBL Merger Corp. IV May 15, 2017 Page 2 Exhibit 1.1 2. The contingency in paragraph 4.7 of exhibit 1.1 appears to create an offering that is other than a firm commitment. We also note the related representation s in paragraph 2.21.2. It is unclear whether the underwriters will be collecting funds prior to that continge ncy being satisfied. If so, please tell us whether the underwri ters will comply with Rule 15c2 -4. Also, provide us your analysis supporting your conclusion that Rule 419 is not applicable to this offering; see Release 33 -7024 (October 25, 1993). You m ay contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 wit h any other questions. Sincerely, /s/ Russell Mancuso Russell Mancuso Branch Chief Office of Electronics and Machinery cc: Douglas S. Ellenoff, Esq.