SEC Comment Letter for Adeia Inc. (ADEA) (CIK 0001803696) (ADEA) — Apr 8, 2020
Adeia Inc. (ADEA) (CIK 0001803696)
Date: April 8, 2020 · CIK: 0001803696 · Accession: 0000000000-20-003017
AI Filing Summary & Sentiment
File numbers found in text: 333-236492
Letter
April 7, 2020 Paul Davis Director XRAY-TWOLF HoldCo Corporation 3025 Orchard Parkway San Jose, California 95134 Re:XRAY-TWOLF HoldCo Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed March 26, 2020 File No. 333-236492 Dear Mr. Davis: 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. Unless we note otherwise, our references to prior comments are to comments in our March 16, 2020 letter. Amendment No. 1 to Form S-4 filed March 26, 2020 Exclusive Forum, page 190 1.We note your response to comment 8. Please disclose whether the exclusive forum provision applies to actions arising under the Exchange Act. Please also describe any risks to investors, including, but not limited to, increased costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable. In addition, please revise to address whether there is any question as to whether a court would enforce the provision. If the provision does not apply to actions arising under the Exchange Act, please also ensure that the governing documents state this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.
FirstName LastNamePaul Davis Comapany NameXRAY-TWOLF HoldCo Corporation April 7, 2020 Page 2 FirstName LastName Paul Davis XRAY-TWOLF HoldCo Corporation April 7, 2020 Page 2 You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Melissa Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding comments on the financial statements and related matters. Please contact Sherry Haywood, Staff Attorney, at (202) 551-3345 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
April 7, 2020
Paul Davis
Director
XRAY-TWOLF HoldCo Corporation
3025 Orchard Parkway
San Jose, California 95134
Re:XRAY-TWOLF HoldCo Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed March 26, 2020
File No. 333-236492
Dear Mr. Davis:
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. Unless we note
otherwise, our references to prior comments are to comments in our March 16, 2020 letter.
Amendment No. 1 to Form S-4 filed March 26, 2020
Exclusive Forum, page 190
1.We note your response to comment 8. Please disclose whether the exclusive forum
provision applies to actions arising under the Exchange Act. Please also describe any
risks to investors, including, but not limited to, increased costs to bring a claim and that
these provisions can discourage claims or limit investors’ ability to bring a claim in a
judicial forum that they find favorable. In addition, please revise to address whether there
is any question as to whether a court would enforce the provision. If the provision does
not apply to actions arising under the Exchange Act, please also ensure that the governing
documents state this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Exchange Act.
FirstName LastNamePaul Davis
Comapany NameXRAY-TWOLF HoldCo Corporation
April 7, 2020 Page 2
FirstName LastName
Paul Davis
XRAY-TWOLF HoldCo Corporation
April 7, 2020
Page 2
You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney, at (202) 551-3345 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing