SEC Comment Letter for Taronis Fuels, Inc. (CIK 0001778805) — Mar 18, 2021

Taronis Fuels, Inc. (CIK 0001778805)
Date: March 18, 2021 · CIK: 0001778805 · Accession: 0000000000-21-003270

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AI Filing Summary & Sentiment

Date

March 16, 2021

Author

Special Counsel

Form

UPLOAD

Company

Taronis Fuels, Inc. (CIK 0001778805)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 16, 2021 Via E -Mail Tobias L. Knapp, Esq. O’Melveny & Myers LLP Times Square Tower Seven Times Square New York, NY 10036

Re: Taronis Fuels, Inc. Definitive Additional Materials filed on Schedule 14A Filed March 15, 2021 File No. 000 -56101

Dear Mr . Knapp :

We have reviewed your filing and have the following comment s.

Definitive Additional Materials filed on Schedule 14A 1. We note your statement that “ Taronis shareholders should not be misled by the false information being disseminated by the Welo/Wetherald activist group. The activist’s diatribe of manufactured grievances is nothing more than an attempt to distract shareholders from the fact that they are trying to steal the company, to take control without paying shareholders for it. ” Note that you must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or imm oral conduct without factual foundation. Provide us supplementally, or disclose, the factual foundation for the assertion referenced above. In this regard, note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a -9. 2. With a view toward future revised disclosure, please tell us why you introduce uncertainty about whether the company, your directors and officers are participants in the solicitation by stating that they “may be deemed” participants.

Please direct any questions to me at (202) 551 -3619.

Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 March 16, 2021

Via E -Mail
Tobias L. Knapp, Esq.
O’Melveny & Myers LLP
Times Square Tower
Seven Times Square
New York, NY 10036

Re: Taronis Fuels, Inc.
 Definitive Additional Materials  filed on Schedule 14A
Filed March 15, 2021
File No. 000 -56101

Dear Mr . Knapp :

We have reviewed your filing  and have the following comment s.

Definitive Additional Materials  filed on Schedule 14A
1. We note your statement that “ Taronis shareholders should not be misled by the
false information being disseminated by the Welo/Wetherald activist group. The
activist’s diatribe of manufactured grievances is nothing more than an attempt to
distract shareholders from the fact that they are trying to steal the company, to
take control without paying shareholders for it. ” Note that you must avoid issuing
statements that directly or indirectly impugn the character, integrity or personal
reputation or make charges of illegal, improper or imm oral conduct without
factual foundation. Provide us supplementally, or disclose, the factual foundation
for the assertion referenced above. In this regard, note that the factual foundation
for such assertion must be reasonable. Refer to Rule 14a -9.
2. With a view toward future revised disclosure, please tell us why you introduce
uncertainty about whether the company, your directors and officers are
participants in the solicitation by stating that they “may be deemed” participants.

Please direct any questions to me at (202) 551 -3619.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

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