SEC Comment Letter 0000000000-23-011446 to Electriq Power Holdings, Inc. (ELIQQ) (CIK 0001827871)
Electriq Power Holdings, Inc. (ELIQQ) (CIK 0001827871)
Date: Oct. 19, 2023 · CIK: 0001827871 · Accession: 0000000000-23-011446
AI Filing Summary & Sentiment
File numbers found in text: 333-274657
Letter
United States securities and exchange commission logo October 19, 2023 Jim Van Hoof General Counsel Electriq Power Holdings, Inc. 625 N. Flagler Drive, Suite 1003 West Palm Beach, Florida 33401 Re:Electriq Power Holdings, Inc. Registration Statement on Form S-1 Filed on September 22, 2023 File No. 333-274657 Dear Jim Van Hoof: We have conducted a limited review of your registration statement and have the following comments. 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. Registration Statement on Form S-1 filed on September 22, 2023 General 1.Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that each selling securityholder acquired their securities, and the price that the public securityholders acquired their securities. Disclose that while such selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please update your risk factor disclosure. Cover Page 2.For each of the securities being registered for resale, disclose the price that the selling
FirstName LastNameJim Van Hoof Comapany NameElectriq Power Holdings, Inc. October 19, 2023 Page 2 FirstName LastName Jim Van Hoof Electriq Power Holdings, Inc. October 19, 2023 Page 2 securityholders paid for such security. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 90 3.In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, if the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. 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 Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Anthony Ain
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United States securities and exchange commission logo
October 19, 2023
Jim Van Hoof
General Counsel
Electriq Power Holdings, Inc.
625 N. Flagler Drive, Suite 1003
West Palm Beach, Florida 33401
Re:Electriq Power Holdings, Inc.
Registration Statement on Form S-1
Filed on September 22, 2023
File No. 333-274657
Dear Jim Van Hoof:
We have conducted a limited review of your registration statement and have the
following comments.
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.
Registration Statement on Form S-1 filed on September 22, 2023
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that each selling securityholder acquired their securities, and the price that
the public securityholders acquired their securities. Disclose that while such selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please update your risk factor disclosure.
Cover Page
2.For each of the securities being registered for resale, disclose the price that the selling
FirstName LastNameJim Van Hoof
Comapany NameElectriq Power Holdings, Inc.
October 19, 2023 Page 2
FirstName LastName
Jim Van Hoof
Electriq Power Holdings, Inc.
October 19, 2023
Page 2
securityholders paid for such security.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 90
3.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, if the company is likely to have to seek additional capital, discuss the
effect of this offering on the company’s ability to raise additional capital.
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 Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Anthony Ain