SEC Comment Letter 0000000000-23-001845 to AVAX ONE TECHNOLOGY LTD. (AVX)
AVAX ONE TECHNOLOGY LTD.
Date: Feb. 24, 2023 · CIK: 0001826397 · Accession: 0000000000-23-001845
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269669
Letter
United States securities and exchange commission logo February 24, 2023 Richard Wong Chief Financial Officer AgriForce Growing Systems, Ltd 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Re:AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 Filed February 9, 2023 File No. 333-269669 Dear Richard Wong: We have limited our review of your registration statement to those issues we have addressed in our 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. Form S-1 filed February 9, 2023 Our Business, page 19 1.We note that shareholders voted to approve three acquisitions on December 15, 2022 but that you have not filed any Item 2.01 8-Ks regarding the acquisitions. Please update your disclosure to discuss the current status of your definitive agreement to acquire Delphy Groep BV. In addition, please describe the status of the Stronghold and Manna acquisitions. General, page 51 2.Please update your audited financial information in your next amendment.
FirstName LastNameRichard Wong Comapany NameAgriForce Growing Systems, Ltd February 24, 2023 Page 2 FirstName LastName Richard Wong AgriForce Growing Systems, Ltd February 24, 2023 Page 2 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. 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 Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Jolie Kahn
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United States securities and exchange commission logo
February 24, 2023
Richard Wong
Chief Financial Officer
AgriForce Growing Systems, Ltd
300 – 2233 Columbia Street
Vancouver, BC, Canada V5Y 0M6
Re:AgriForce Growing Systems, Ltd.
Registration Statement on Form S-1
Filed February 9, 2023
File No. 333-269669
Dear Richard Wong:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed February 9, 2023
Our Business, page 19
1.We note that shareholders voted to approve three acquisitions on December 15, 2022 but
that you have not filed any Item 2.01 8-Ks regarding the acquisitions. Please update your
disclosure to discuss the current status of your definitive agreement to acquire Delphy
Groep BV. In addition, please describe the status of the Stronghold and Manna
acquisitions.
General, page 51
2.Please update your audited financial information in your next amendment.
FirstName LastNameRichard Wong
Comapany NameAgriForce Growing Systems, Ltd
February 24, 2023 Page 2
FirstName LastName
Richard Wong
AgriForce Growing Systems, Ltd
February 24, 2023
Page 2
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.
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 Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jolie Kahn