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Correspondence 0001193125-23-284356 from Enovix Corp (ENVX) (CIK 0001828318) (ENVX)

Enovix Corp (ENVX) (CIK 0001828318)
Date: Nov. 28, 2023 · CIK: 0001828318 · Accession: 0001193125-23-284356

AI Filing Summary & Sentiment

File numbers found in text: 333-275524

Referenced dates: November 20, 2023

Date
November 28, 2023
Author
Cooley LLP
Form
CORRESP
Company
Enovix Corp (ENVX) (CIK 0001828318)

Letter

John T. McKenna

T: +1 650 843 5059

jmckenna@cooley.com

November 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Evan Ewing

Jay Ingram

RE: Enovix Corporation

Registration Statement on Form S-3

Filed on November 13, 2023

File No. 333-275524

Ladies and Gentlemen:

On behalf of Enovix Corporation (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated November 20, 2023 with respect to the Company’s Registration Statement on Form S-3, as filed on November 13, 2023. Concurrently with the submission of this letter, the Company is filling its first amendment to the registration statement on Form S-3 (the “Amendment No. 1”) via EDGAR.

The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments.

Registration Statement on Form S-3 filed on November 13, 2023

Selling Stockholder, page 12

1. Please disclose the nature of any position, office or other material relationship that the selling stockholder has had within the past three years with you or any of your predecessors or affiliates. Additionally, disclose Item 507 information about any persons (entities or natural persons) who have control over the selling stockholder and who have had a material relationship with you or any of your predecessors or affiliates within the past three years, identifying each such person and describing the nature of any relationships. See Item 507 of Regulation S-K. For additional guidance, refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 12 of Amendment No. 1.

***

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com

U.S. Securities and Exchange Commission

November 28, 2023

Page Two

Please contact me at (650) 843-5059 or at jmckenna@cooley.com with any questions or comments regarding the Company’s response to the Staff’s Comments.

Sincerely,
Cooley LLP

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 John T. McKenna

 T: +1
650 843 5059

 jmckenna@cooley.com

 November 28, 2023

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

Attention:
 Evan Ewing

 Jay Ingram

RE:
 Enovix Corporation

 Registration Statement on Form S-3

 Filed on November 13, 2023

 File No. 333-275524

Ladies and Gentlemen:

 On behalf of Enovix
Corporation (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation
Finance (the “Staff”) by letter dated November 20, 2023 with respect to the Company’s Registration Statement on Form S-3, as filed on November 13, 2023. Concurrently with
the submission of this letter, the Company is filling its first amendment to the registration statement on Form S-3 (the “Amendment No. 1”) via EDGAR.

 The Staff’s comments are repeated below in bold, followed by the Company’s responses to the comments.

Registration Statement on Form S-3 filed on November 13, 2023

Selling Stockholder, page 12

1.
 Please disclose the nature of any position, office or other material relationship that the selling
stockholder has had within the past three years with you or any of your predecessors or affiliates. Additionally, disclose Item 507 information about any persons (entities or natural persons) who have control over the selling stockholder and who
have had a material relationship with you or any of your predecessors or affiliates within the past three years, identifying each such person and describing the nature of any relationships. See Item 507 of Regulation
S-K. For additional guidance, refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 12 of Amendment
No. 1.

 ***

 Cooley
LLP    3175 Hanover Street    Palo Alto, CA    94304-1130

 t: +1 650 843 5000 f:
+1 650 849 7400 cooley.com

 U.S. Securities and Exchange Commission

November 28, 2023

Page Two

 Please contact me at (650) 843-5059 or at
jmckenna@cooley.com with any questions or comments regarding the Company’s response to the Staff’s Comments.

 Sincerely,

Cooley LLP

 /s/ John T. McKenna

John T. McKenna

cc:
 Arthi Chakravarthy – Enovix Corporation

 Matthew B. Hemington – Cooley LLP

 Kate L. Nichols – Cooley LLP

 Cooley
LLP    3175 Hanover Street    Palo Alto, CA    94304-1130

 t: +1 650 843 5000 f:
+1 650 849 7400 cooley.com