SEC Comment Letter for Epsilon Energy Ltd. (EPSN) (CIK 0001726126) (EPSN) — May 11, 2018
Epsilon Energy Ltd. (EPSN) (CIK 0001726126)
Date: May 11, 2018 · CIK: 0001726126 · Accession: 0000000000-18-014671
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 May 10 , 2018 Michael Raleigh Chief Executive Officer Epsilon Energy Ltd. 16701 Greenspoint Park Drive, Suite 195 Houston, TX 77060
Re: Epsilon Energy Ltd. Amendment No. 1 to Registration Statement on Form S -4 Filed May 7, 2018 File No. 333 -224262
Dear Mr. Raleigh :
We have reviewed your 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 bel ieve 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 April 30, 2018 letter.
1. We note your response to prior comment 1. Please revise the registration statement to indicate that you will not count any proxy card (in the form) which you distri buted on April 12, 2018 for purposes of determining whether the domestication proposal has been approved.
2. In addition, please revise your disclosure to clarify that shareholders should complete and return the new/replacement proxy card which you are inc luding as part of the definitive proxy statement. Use highlighting , notation, or some other means to make clear that this is a new form of proxy card which shareholders should use to vote and to distinguish it visually from the version which you distrib uted to shareholders on April 12, 2018 .
Michael Raleigh Epsilon Energy Ltd. May 10 , 2018 Page 2
United States and Canadian Income Tax Considerations, page 96
3. We note the revised disclosure at page 102 suggesting a change as to your expectations regarding your becoming a USRPHC. However, the disclosure in that paragraph is now internally inconsistent. Please revise the disclosure to clarify.
Closing Comments
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comment s, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331 or Ethan Horowitz, Accounting Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the financial statements and re lated matters. For questions regarding comments on en gineering matters, you may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699. Please contact Karina Dorin, Staff Attorney, at (202) 551 -3763 or, in her absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any other questions.
Sincerely,
/s/ John Reynolds
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Mail Stop 4628 May 10 , 2018 Michael Raleigh Chief Executive Officer Epsilon Energy Ltd. 16701 Greenspoint Park Drive, Suite 195 Houston, TX 77060 Re: Epsilon Energy Ltd. Amendment No. 1 to Registration Statement on Form S -4 Filed May 7, 2018 File No. 333 -224262 Dear Mr. Raleigh : We have reviewed your 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 bel ieve 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 April 30, 2018 letter. 1. We note your response to prior comment 1. Please revise the registration statement to indicate that you will not count any proxy card (in the form) which you distri buted on April 12, 2018 for purposes of determining whether the domestication proposal has been approved. 2. In addition, please revise your disclosure to clarify that shareholders should complete and return the new/replacement proxy card which you are inc luding as part of the definitive proxy statement. Use highlighting , notation, or some other means to make clear that this is a new form of proxy card which shareholders should use to vote and to distinguish it visually from the version which you distrib uted to shareholders on April 12, 2018 . Michael Raleigh Epsilon Energy Ltd. May 10 , 2018 Page 2 United States and Canadian Income Tax Considerations, page 96 3. We note the revised disclosure at page 102 suggesting a change as to your expectations regarding your becoming a USRPHC. However, the disclosure in that paragraph is now internally inconsistent. Please revise the disclosure to clarify. Closing Comments We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comment s, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331 or Ethan Horowitz, Accounting Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the financial statements and re lated matters. For questions regarding comments on en gineering matters, you may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699. Please contact Karina Dorin, Staff Attorney, at (202) 551 -3763 or, in her absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any other questions. Sincerely, /s/ John Reynolds John Reynolds Assistant Director Office of Natural Resources