SEC Comment Letter 0000000000-23-006787 to Kodiak Gas Services, Inc. (KGS) (CIK 0001767042) (KGS)
Kodiak Gas Services, Inc. (KGS) (CIK 0001767042)
Date: June 26, 2023 · CIK: 0001767042 · Accession: 0000000000-23-006787
AI Filing Summary & Sentiment
File numbers found in text: 333-271050
Letter
United States securities and exchange commission logo June 26, 2023 Robert McKee Chief Executive Officer Kodiak Gas Services, Inc. 15320 Highway 105 W, Suite 210 Montgomery, TX 77356 Re:Kodiak Gas Services, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 20, 2023 File No. 333-271050 Dear Robert McKee: 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 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. Amendment No. 4 to Registration Statement on Form S-1 filed June 20, 2023 Prospectus Summary Our Principal Stockholder, page 14 1.We note your disclosure on page 14 explaining that on June 20, 2023, your board of directors approved a 590,000-for-1 stock split, which will take effect in connection with the offering, and it appears that you have various conforming representations of the number of shares that will be outstanding upon completing your offering.
Please revise the historical financial statements to recast the share and per share details in the balance sheets, statements of operations, statements of stockholders' equity, and the notes on pages F-15, F-19, F-43, F-48, and F-49, as necessary to reflect or to describe as applicable the effects of the stock split.
FirstName LastNameRobert McKee Comapany NameKodiak Gas Services, Inc. June 26, 2023 Page 2 FirstName LastName Robert McKee Kodiak Gas Services, Inc. June 26, 2023 Page 2
Please similarly revise or provide the corresponding details on page 19 of your Prospectus Summary, page 64 of the Pro Forma Financial Statements, as well as the footnote (1) reference on page 67, and pages 74 and 76 of MD&A. You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or John Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Matt Pacey, Esq.
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United States securities and exchange commission logo
June 26, 2023
Robert McKee
Chief Executive Officer
Kodiak Gas Services, Inc.
15320 Highway 105 W, Suite 210
Montgomery, TX 77356
Re:Kodiak Gas Services, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 20, 2023
File No. 333-271050
Dear Robert McKee:
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 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.
Amendment No. 4 to Registration Statement on Form S-1 filed June 20, 2023
Prospectus Summary
Our Principal Stockholder, page 14
1.We note your disclosure on page 14 explaining that on June 20, 2023, your board of
directors approved a 590,000-for-1 stock split, which will take effect in connection with
the offering, and it appears that you have various conforming representations of the
number of shares that will be outstanding upon completing your offering.
Please revise the historical financial statements to recast the share and per share details in
the balance sheets, statements of operations, statements of stockholders' equity, and the
notes on pages F-15, F-19, F-43, F-48, and F-49, as necessary to reflect or to describe as
applicable the effects of the stock split.
FirstName LastNameRobert McKee
Comapany NameKodiak Gas Services, Inc.
June 26, 2023 Page 2
FirstName LastName
Robert McKee
Kodiak Gas Services, Inc.
June 26, 2023
Page 2
Please similarly revise or provide the corresponding details on page 19 of your Prospectus
Summary, page 64 of the Pro Forma Financial Statements, as well as the footnote (1)
reference on page 67, and pages 74 and 76 of MD&A.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. Please contact Cheryl Brown, Staff Attorney, at
(202) 551-3905 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Matt Pacey, Esq.