Correspondence 0001493152-23-009503 from AVAX ONE TECHNOLOGY LTD. (AVX)
AVAX ONE TECHNOLOGY LTD.
Date: March 29, 2023 · CIK: 0001826397 · Accession: 0001493152-23-009503
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269669
Letter
Division of Corporation Finance Washington, DC 20549 Registration Statement on Form S-1 Filed February 9, 2023 File No. 333-269669
Re: AgriForce Growing Systems, Ltd.
Dear Richard Wong:
Please find our responses to the comments contained in your letter to AgriForce Growing Systems, Ltd. dated February 24, 2023. We have bolded your comments and placed our responses below each comment.
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.
Response:
Delphy:
● Management is currently negotiating an amendment which will extend the Long Stop Date past January 15, 2023. Neither party has provided notice to terminate the agreement.
Stronghold:
● Under the terms of the agreement, Stronghold must complete certain permitting, zoning, and infrastructure work by March 31, 2023, to close the transaction. The Company is currently reviewing the progress made by Stronghold and the market conditions to evaluate the feasibility of acquiring the property.
Manna:
The transaction is closed.
All of these items have been disclosed in the Amendment No. 1 to Registration Statement of Form S-1 filed in conjunction with this letter.
SEC Comment:
General, page 51
2. Please update your audited financial information in your next amendment.
Response:
The audited financial information has been updated in the amendment.
Very
truly yours,
cc:
Jolie
Kahn
Show Raw Text
CORRESP
1
filename1.htm
March
29, 2023
CONFIDENTIAL
CORRESPONDENCE
Gregory
Herberts and Erin Purnell
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
Washington,
DC 20549
Re:
AgriForce
Growing Systems, Ltd.
Registration
Statement on Form S-1 Filed February 9, 2023
File
No. 333-269669
Dear
Richard Wong:
Please
find our responses to the comments contained in your letter to AgriForce Growing Systems, Ltd. dated February 24, 2023. We have bolded
your comments and placed our responses below each comment.
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.
Response:
Delphy:
●
Management is currently negotiating an amendment which will extend the Long Stop Date past January 15, 2023. Neither party has provided
notice to terminate the agreement.
Stronghold:
●
Under the terms of the agreement, Stronghold must complete certain permitting, zoning, and infrastructure work by March 31, 2023, to
close the transaction. The Company is currently reviewing the progress made by Stronghold and the market conditions to evaluate the feasibility
of acquiring the property.
Manna:
The
transaction is closed.
All
of these items have been disclosed in the Amendment No. 1 to Registration Statement of Form S-1 filed in conjunction with this letter.
SEC
Comment:
General,
page 51
2.
Please update your audited financial information in your next amendment.
Response:
The
audited financial information has been updated in the amendment.
Very
truly yours,
cc:
Jolie
Kahn
Richard
Wong