Correspondence 0001096906-24-000547 from Sky Quarry Inc. (SKYQ)
Sky Quarry Inc.
Date: March 22, 2024 · CIK: 0001812447 · Accession: 0001096906-24-000547
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Reasoning
File numbers found in text: 024-12373
Letter
United States Securities Division of Corporation Finance Office of Energy & Transportation Attn: Claudia Rios Re: Sky Quarry Inc. Amendment No. 3 to Offering Statement on Form 1-A File No. 024-12373
Dear Ms. Rios:
The following correspondence is being provided on behalf of Sky Quarry Inc. (the “Company”) regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”).
Concurrently with the submission of this response letter, the Company has filed an Amendment No. 3 to the Offering Statement.
The latest Offering Statement has been modified to include 4,852,224 shares of common stock underlying the exercise of warrants (the “Investor Warrants”). The Investor Warrants were originally sold pursuant to a Regulation A Offering Circular dated January 11, 2022 and qualified on January 28, 2022 (that offering terminated on January 28, 2023) and are being registered by means of this Offering Circular for the offering. The Investor Warrants will have been exchanged for an identical warrant except for a thirty (30) day period of time during which the exercise price will be $4.50 instead of $7.50. The Company will not receive any proceeds from the sale of the shares of common stock underlying the exercise of the Investor Warrants.
Thank you for your time and attention to this matter.
Sincerely,
/s/ Brian A. Lebrecht
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CORRESP 1 filename1.htm Sky Quarry Response to SEC Comments 2.15.24 (02245963-2).DOCX March 22, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Claudia Rios Re: Sky Quarry Inc. Amendment No. 3 to Offering Statement on Form 1-A File No. 024-12373 Dear Ms. Rios: The following correspondence is being provided on behalf of Sky Quarry Inc. (the “Company”) regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). Concurrently with the submission of this response letter, the Company has filed an Amendment No. 3 to the Offering Statement. The latest Offering Statement has been modified to include 4,852,224 shares of common stock underlying the exercise of warrants (the “Investor Warrants”). The Investor Warrants were originally sold pursuant to a Regulation A Offering Circular dated January 11, 2022 and qualified on January 28, 2022 (that offering terminated on January 28, 2023) and are being registered by means of this Offering Circular for the offering. The Investor Warrants will have been exchanged for an identical warrant except for a thirty (30) day period of time during which the exercise price will be $4.50 instead of $7.50. The Company will not receive any proceeds from the sale of the shares of common stock underlying the exercise of the Investor Warrants. Thank you for your time and attention to this matter. Sincerely, /s/ Brian A. Lebrecht Clyde Snow & Sessions, PC