SecProbe.io

CORRESP
1
filename1.htm

    O’Melveny
    & Myers LLP
    T:
    +1 212 326 2000

    Times
    Square Tower
    F:
    +1 212 326 2061

    Seven
    Times Square
    omm.com

    New
    York, NY  10036

Tobias
L. Knapp

D:
+1 212-408-2440

tknapp@omm.com

Via
EDGAR and E-MAIL

March
17, 2021

Daniel
Duchovny, Special Counsel

Office
of Mergers & Acquisitions

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Taronis
    Fuels, Inc.

    Definitive
    Additional Materials Filed on Schedule 14A

    Filed
    on March 15, 2021

    File
    No. 000-56101

Dear
Mr. Duchovny:

On
behalf of Taronis Fuels, Inc., a Delaware corporation (“Taronis” or the “Company”),
this letter sets forth the Company’s response to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in
your letter dated March 16, 2021 regarding Taronis’s definitive additional materials on Schedule 14A filed with the Commission
on March 15, 2021 (the “Additional Materials”). For the Staff’s convenience, the Company has reproduced
the Staff’s comments in italics followed by the Company’s response.

Century
City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing
• Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

Daniel
Duchovny

March
17, 2021

General

    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 immoral 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.

The
Company acknowledges the Staff’s comment and advises the Staff of the following factual foundations for the referenced statement.

First,
the statement that the activist group is attempting to take control of the Company without paying shareholders for such control
is a reference to the activist group’s proposal to completely replace the Company’s Board of Directors with its nominees,
which would, if successful, effect a change of control without payment of any change of control premium to the Company’s
shareholders. The value that is conventionally realized by shareholders in strategic alternatives involving a change of control
would thus be absent from a change of control resulting from the activist group’s proposal. The statement and similar statements
to this effect are based on the absence of such a control premium.

Second,
the references to “false” or “manufactured” information are based on the fact that statements contained
in the activist group’s definitive additional materials filed with the Commission on March 12, 2021 (the “Activist
Materials”) omit or are contrary to material facts that are detailed in the Company’s Consent Revocation Statement
on Schedule 14A filed with the Commission on March 10, 2021 (the “Consent Revocation Statement”) and
other recent filings with the Commission. For example, on page 1 of the Activist Materials, the activist group describes the
Board of Directors of the Company as “an incumbent Board that completely failed in its response to credible allegations
of accounting fraud by management”. The Company’s assertion that this statement is false is based on the facts that
the Company’s Board of Directors formed a special committee to investigate the allegations, the special committee retained
outside counsel and an independent registered public accounting firm to assist with the investigation, and the investigation remains
ongoing. In view of these facts, the Board of Directors has not “failed in its response” to the allegations. Instead,
it appropriately commenced, and is continuing, an independent investigation into the allegations with the assistance of qualified
and independent outside advisors. Similarly, the statement in the Activist Materials that the Board of Directors “refuses
to hold management accountable” is also a false statement based on the fact that the Board of Directors has shown both a
willingness and a factually supported record of holding management accountable, including through this independent investigation.
Another example of a false statement in the Activist Materials is the assertion that recently completed issuances of equity constituted
the Board’s “attempt to hold onto their lucrative positions” (see page 3 of the Activist Materials), which is
contrary to the facts disclosed in the Company’s recent Current Reports on Form 8-K that the Company completed
its recent private placement for the purpose of raising needed capital to help fund its operations and working capital requirements
(see the Company’s Current Reports on Form 8-K filed with the Commission on March 3, 2021 and March 4, 2021) and issued
certain one-time grants to non-executive employees as an employee retention tool (see page 9 of the Consent Revocation Statement).
No shares were issued or granted to any member of the executive team or the Board of Directors.

    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.

The
Company acknowledges the Staff’s comment and confirms that in future soliciting material filed under Rule 14a-6(b), it will
use the phrase “will be” participants rather than “may be deemed” participants to remove doubt from its
statement identifying the participants in the solicitation.

*	*	*	*	*

      2

Daniel
Duchovny

March
17, 2021

Should
you have any questions regarding any of the foregoing, please contact me via phone at (212) 408-2440 or via e-mail at tknapp@omm.com.

We
thank the Staff for its time and consideration with respect to this matter.

    Very
    truly yours,

    /s/
    Tobias L. Knapp

    Tobias
    L. Knapp

    cc:

    David
    Plattner, Special Counsel

    Office
    of Mergers & Acquisitions

      3