Correspondence 0001213900-25-004206 from Nxu, Inc. (NXU) (CIK 0001722969) (NXUR)
Nxu, Inc. (NXU) (CIK 0001722969)
Date: Jan. 16, 2025 · CIK: 0001722969 · Accession: 0001213900-25-004206
AI Filing Summary & Sentiment
File numbers found in text: 333-284086
Referenced dates: January 10, 2025
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Re: Nxu, Inc. Registration Statement on Form S-1 Filed December 30, 2024 File No. 333-284086
Dear Ladies and Gentlemen:
On behalf of Nxu, Inc. (the “Company”), we are providing this letter in response to comments received from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated January 10, 2025 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1, as filed on December 30, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 1”) with the Commission through its EDGAR system.
Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, the text of the comments in the Comment Letter has been reproduced in bold and italics herein, and the comments have been numbered to correspond with the numbers of the comments in the Comment Letter. The Company has provided its response immediately after each numbered comment. Capitalized terms used and not defined herein have the meanings given to such terms in Amendment No. 1. All references to page numbers in the Company’s responses below correspond to the page numbers in Amendment No. 1.
ALBUQUERQUE BOISE DALLAS DENVER LAS VEGAS LOS ANGELES LOS CABOS ORANGE COUNTY
PHOENIX PORTLAND RENO SALT LAKE CITY SAN DIEGO SEATTLE TUCSON WASHINGTON, D.C.
Page 2
Registration Statement on Form S-1 filed December 30, 2024
General
1. We note that your disclosure regarding the securities to be sold in the December 26, 2024 private placement discusses the issuances in future terms. Please revise to confirm that the securities have been issued or provide your analysis as to how registration of such securities is appropriate at this time. Refer to Securities Act Sections Compliance and Disclosure Interpretation Question 139.11.
Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and page 35 of Amendment No. 1 in accordance with the Staff’s comment.
2. We note that you incorporate information by reference into your registration statement. However, since you have not filed your Form 10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. Refer to General Instruction VII.C of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form 10-K for the fiscal year ended December 31, 2024, and update accordingly. Please also ensure your compensation disclosure is reflected for the fiscal year ended December 31, 2024. Refer to Regulation S-K Compliance and Disclosure Interpretation Question 117.05.
Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 53–62 of Amendment No. 1 in accordance with the Staff’s comment.
If you have any questions or comments regarding the Company’s responses to the Staff’s comments, please feel free to contact me directly at (213) 929-2551 or at evernon@swlaw.com.
Very truly yours,
/s/ Eileen Vernon
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City National
2CAL
350 South Grand Avenue
Suite 3100
Los Angeles, CA 90071-3420
213.929.2500
P
213.929.2525
F
January 16, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
Attn: Patrick Fullem
Erin Purnell
Re: Nxu, Inc.
Registration Statement on Form S-1
Filed December 30, 2024
File No. 333-284086
Dear Ladies and Gentlemen:
On behalf of Nxu, Inc. (the “Company”),
we are providing this letter in response to comments received from the staff (the “Staff”) of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated January
10, 2025 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1, as filed
on December 30, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company
is filing an amendment to the Registration Statement (“Amendment No. 1”) with the Commission through its EDGAR
system.
Set forth below are the Company’s responses
to the comments raised in the Comment Letter. For the convenience of the Staff, the text of the comments in the Comment Letter has been
reproduced in bold and italics herein, and the comments have been numbered to correspond with the numbers of the comments in the Comment
Letter. The Company has provided its response immediately after each numbered comment. Capitalized terms used and not defined herein have
the meanings given to such terms in Amendment No. 1. All references to page numbers in the Company’s responses below correspond
to the page numbers in Amendment No. 1.
ALBUQUERQUE
BOISE DALLAS DENVER LAS VEGAS LOS ANGELES LOS CABOS ORANGE COUNTY
PHOENIX PORTLAND RENO SALT LAKE CITY SAN DIEGO SEATTLE TUCSON WASHINGTON, D.C.
Page 2
Registration Statement on Form S-1 filed
December 30, 2024
General
1. We note that your disclosure regarding the securities to be sold in the December 26, 2024 private
placement discusses the issuances in future terms. Please revise to confirm that the securities have been issued or provide your
analysis as to how registration of such securities is appropriate at this time. Refer to Securities Act Sections Compliance and Disclosure
Interpretation Question 139.11.
Response:
The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on the prospectus cover page and page 35 of Amendment No. 1 in accordance with
the Staff’s comment.
2. We note that you incorporate information by reference into your registration statement. However,
since you have not filed your Form 10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference.
Refer to General Instruction VII.C of Form S-1. Please amend the registration statement to either remove references to incorporation by
reference or file your Form 10-K for the fiscal year ended December 31, 2024, and update accordingly. Please also ensure your compensation
disclosure is reflected for the fiscal year ended December 31, 2024. Refer to Regulation S-K Compliance and Disclosure Interpretation
Question 117.05.
Response:
The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 53–62 of Amendment No. 1 in accordance with the Staff’s
comment.
If you have any questions or comments regarding
the Company’s responses to the Staff’s comments, please feel free to contact me directly at (213) 929-2551 or at evernon@swlaw.com.
Very truly yours,
/s/ Eileen Vernon
Eileen Vernon
of Snell & Wilmer L.L.P.
cc: Mark Hanchett, Chief Executive Officer, Nxu, Inc. (via e-mail)
Michael M. Donahey, Esq., Snell & Wilmer L.L.P. (via
e-mail)