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SEC Comment Letter 0000000000-25-006705 to Energy Exploration Technologies, Inc. (CIK 0001830166)

Energy Exploration Technologies, Inc. (CIK 0001830166)
Date: June 26, 2025 · CIK: 0001830166 · Accession: 0000000000-25-006705

Offering / Registration Process Regulatory Compliance Risk Disclosure

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File numbers found in text: 024-12616

Date
June 26, 2025
Author
Division of
Form
UPLOAD
Company
Energy Exploration Technologies, Inc. (CIK 0001830166)

Letter

Re: Energy Exploration Technologies, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed June 11, 2025 File No. 024-12616 Dear Teague Egan:

June 26, 2025

Teague Egan Chief Executive Officer Energy Exploration Technologies, Inc. 1654 Calle Tulipan, Ste 100 San Juan, PR 00927

We have reviewed your amended offering statement and have the following comments.

Please respond to this letter by amending your offering 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 offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 27, 2025 letter.

Amendment No. 1 to Offering Statement on Form 1-A Filed June 11, 2025 Risk Factors Risks Related to this Offering and Ownership of Our Shares Bonus Shares may not be available at the time your investment is accepted, even if they appear to be available when you subscribe, page 28

1. We note your revised disclosure in response to previous comment 1 related to your Bonus Share Program. Please address the following comments:

We note that your website will display a tracker that continually updates the number of Bonus Shares that are available. Please tell us how this feature would not inappropriately encourage early investment in your offering or confirm that you will revise this tracker accordingly. June 26, 2025 Page 2

We note your disclosure that if Bonus Shares appear available when an investor begins the subscription process but later become unavailable, the investor will be notified at least 24 hours prior to the next closing and will have no less than 24 hours to cancel an investment. Please disclose how you will notify Qualifying Investors that the maximum number of Bonus Shares have already been issued and that they are no longer available, and clarify whether investors will be required to reconfirm their subscriptions after being notified that Bonus Shares are no longer available before their subscriptions would be accepted. Finally, please reconcile your disclosure that investor will have 24 hours to cancel an investment based on the unavailability of Bonus Shares with your disclosure that [t]he Company may modify, suspend, or terminate the Bonus Share Program at any time with respect to subscriptions not yet accepted, and it is not required to provide prior notice.

We note your disclosure regarding your intent to disclose the real-time availability of Bonus Shares on the Offering page of your website, which would appear to include alteration, cancellation, or termination of the Bonus Share Program. Please consider whether such process complies with Regulation A and revise your disclosure to extent required. Please refer to Rules 252(a), 252(f)(2) and 253(g) of Regulation A. General

2. We note your response to previous comment 3 that you have removed the referenced video from both your website and YouTube channel. However, it appears your YouTube channel still includes a video titled "About EnergyX - Founder Teague Egan Talks About His Direct Lithium Extraction Technology 2024" that refers potential investors to your website. Please revise your YouTube channel to comply with the requirements of Rule 255 of Regulation A or remove this video. Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551- 2545 with any questions.

Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Louis A. Bevilacqua, Esq.

Show Raw Text
<DOCUMENT>
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<TEXT>
 June 26, 2025

Teague Egan
Chief Executive Officer
Energy Exploration Technologies, Inc.
1654 Calle Tulipan, Ste 100
San Juan, PR 00927

 Re: Energy Exploration Technologies, Inc.
 Amendment No. 1 to Offering Statement on Form 1-A
 Filed June 11, 2025
 File No. 024-12616
Dear Teague Egan:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering 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 offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our May 27, 2025
letter.

Amendment No. 1 to Offering Statement on Form 1-A Filed June 11, 2025
Risk Factors
Risks Related to this Offering and Ownership of Our Shares
Bonus Shares may not be available at the time your investment is accepted, even
if they
appear to be available when you subscribe, page 28

1. We note your revised disclosure in response to previous comment 1
related to your
 Bonus Share Program. Please address the following comments:

 We note that your website will display a tracker that continually
updates the
 number of Bonus Shares that are available. Please tell us how this
feature would
 not inappropriately encourage early investment in your offering or
confirm that
 you will revise this tracker accordingly.
 June 26, 2025
Page 2

 We note your disclosure that if Bonus Shares appear available when
an investor
 begins the subscription process but later become unavailable, the
investor will be
 notified at least 24 hours prior to the next closing and will have
no less than 24
 hours to cancel an investment. Please disclose how you will notify
Qualifying
 Investors that the maximum number of Bonus Shares have already been
issued
 and that they are no longer available, and clarify whether investors
will be
 required to reconfirm their subscriptions after being notified that
Bonus Shares are
 no longer available before their subscriptions would be accepted.
Finally, please
 reconcile your disclosure that investor will have 24 hours to cancel
an investment
 based on the unavailability of Bonus Shares with your disclosure
that [t]he
 Company may modify, suspend, or terminate the Bonus Share Program at
any
 time with respect to subscriptions not yet accepted, and it is not
required to
 provide prior notice.

 We note your disclosure regarding your intent to disclose the
real-time availability
 of Bonus Shares on the Offering page of your website, which would
appear to
 include alteration, cancellation, or termination of the Bonus Share
Program.
 Please consider whether such process complies with Regulation A and
revise your
 disclosure to extent required. Please refer to Rules 252(a),
252(f)(2) and 253(g) of
 Regulation A.
General

2. We note your response to previous comment 3 that you have removed the
referenced
 video from both your website and YouTube channel. However, it appears
your
 YouTube channel still includes a video titled "About EnergyX - Founder
Teague Egan
 Talks About His Direct Lithium Extraction Technology 2024" that refers
potential
 investors to your website. Please revise your YouTube channel to comply
with
 the requirements of Rule 255 of Regulation A or remove this video.
 Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at
202-551-
2545 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Louis A. Bevilacqua, Esq.
</TEXT>
</DOCUMENT>