SEC Comment Letter 0000000000-24-011350 to Agrify Corp (AGFY) (CIK 0001800637) (RYM)
Agrify Corp (AGFY) (CIK 0001800637)
Date: Oct. 7, 2024 · CIK: 0001800637 · Accession: 0000000000-24-011350
AI Filing Summary & Sentiment
File numbers found in text: 333-282387
Letter
October 7, 2024 Raymond Nobu Chang Chief Executive Officer Agrify Corporation 2468 Industrial Row Drive Troy, MI 48084 Re:Agrify Corporation Registration Statement on Form S-1 Filed September 27, 2024 File No. 333-282387 Dear Raymond Nobu Chang: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Form S-1 filed September 27, 2024 General 1.We note you are attempting to register the Filing Default Shares, Effectiveness Default Shares and Additional Commitment Shares for resale. However, it is not clear from your disclosure or the Registration Rights Agreement at Exhibit 10.26 that such shares have been issued and are outstanding or deemed to be outstanding. Please revise your prospectus to clarify whether all of the securities to be registered for resale are outstanding. If they are not outstanding, or deemed to be outstanding, provide your basis for registering the resale of such securities at this time. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
October 7, 2024 Page 2 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. Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Robert A. Petitt, Esq.
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October 7, 2024
Raymond Nobu Chang
Chief Executive Officer
Agrify Corporation
2468 Industrial Row Drive
Troy, MI 48084
Re:Agrify Corporation
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282387
Dear Raymond Nobu Chang:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed September 27, 2024
General
1.We note you are attempting to register the Filing Default Shares, Effectiveness
Default Shares and Additional Commitment Shares for resale. However, it is not clear
from your disclosure or the Registration Rights Agreement at Exhibit 10.26 that such
shares have been issued and are outstanding or deemed to be outstanding. Please
revise your prospectus to clarify whether all of the securities to be registered for resale
are outstanding. If they are not outstanding, or deemed to be outstanding, provide your
basis for registering the resale of such securities at this time.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
October 7, 2024
Page 2
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.
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Robert A. Petitt, Esq.