SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001641172-25-014754 from Energy Exploration Technologies, Inc. (CIK 0001830166)

Energy Exploration Technologies, Inc. (CIK 0001830166)
Date: June 11, 2025 · CIK: 0001830166 · Accession: 0001641172-25-014754

AI Filing Summary & Sentiment

File numbers found in text: 024-12616

Referenced dates: May 27, 2025

Date
June 11, 2025
Author
/s/
Form
CORRESP
Company
Energy Exploration Technologies, Inc. (CIK 0001830166)

Letter

E: Lou@bevilacquapllc.com

T: 202.869.0888 (ext. 100)

W: bevilacquapllc.com

June 11, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

F Street, N.E.

Washington, D.C. 20549

Attn: Conlon Danberg

Katherine Bagley

Re:

Energy Exploration Technologies, Inc.

Offering Statement on Form 1-A

Filed May 13, 2025

File No. 024-12616

Ladies and Gentlemen:

On behalf of our client, Energy Exploration Technologies, Inc. (the “Company”), we hereby submit the Amendment No. 1 to the Company’s Offering Statement on Form 1-A (the “Offering Statement”), and related responses to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) on the Offering Statement set forth in the Staff’s letter dated May 27, 2025. For the convenience of the Staff, each of the comments set forth in the Staff’s letter is included herein and followed by a corresponding response from the Company. Unless the context indicates otherwise, references in this letter to “we”, “us”, and “our” refer to the Company on a consolidated basis.

Offering Statement on Form 1-A filed May 13, 2025

Cover Page

1. We note that you are offering certain investors who subscribe early in the offering Bonus Shares representing bonuses of either 20% or 10% depending on whether the aggregate of the gross proceeds raised at the time of the subscription is less than $5,000,000 or $10,000,000, respectively. Given that you are offering bonus securities to encourage early investment, it appears the offering of all securities will not be commenced within two calendar days following the qualification date of your filing, and therefore, this may be a delayed offering, which is not permitted by Regulation A. Please explain how your transaction structure complies with Rule 251(d)(3) of Regulation A, or revise your bonus share structure so that it does not constitute a delayed offering.

Response: We have revised the Offering Statement and the bonus share structure described therein as requested by the Staff.

Use of Proceeds, page 31

2. Please note here, as you do elsewhere in the Offering Circular, that: (i) investor funds received in the offering will be allocated on a fixed 86.7%/13.3% basis such that 86.7% of each dollar invested will be applied to the purchase of newly issued shares from the Company and 13.3% of each dollar invested will be applied to the purchase of shares from your Selling Shareholder; (ii) you will not receive any portion of the proceeds from the sale of shares by your Selling Shareholder; and (iii) the proceeds from such sales will be received by a legal entity owned and operated by your Chief Executive Officer.

Response: We advise the Staff that Egan Global Management, LLC is no longer participating as a selling shareholder in the offering described in the Offering Statement. As such, all references to its participation have been removed from the Offering Statement.

Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG.

General

3. We note that your website contains a “watch video” link, and that this video includes a statement that “if you’re interested in becoming part of the electric vehicle revolution, invest in EnergyX.” We also note that, in addition to being available on your website, this video is available on YouTube. Please ensure that your website and YouTube channel comply with the requirements of Rule 255 of Regulation A, including appropriate legends and hyperlinks. In this regard, you include a disclaimer at the bottom of your website related to offers to buy securities in your company, but there is no hyperlink to your current offering circular, and we were unable to find a disclaimer or hyperlink on your YouTube video. As a related matter, we note that you have an “invest” button on your website that redirects to a page indicating the company “do[es] not have any investment rounds planned,” but gives potential investors the ability to “reserve” an amount for their investment. Please revise or remove the information on your “invest” page about your planned investment rounds to be consistent with your current offering statement, and ensure that the page complies with the requirements of Rule 255.

Response: We acknowledge the Staff’s comment and have removed the referenced video from both our website and YouTube channel. In addition, we have revised our ‘Invest’ page and updated the relevant disclaimers to address the issues noted.

* * *

If you would like to discuss any of our responses to the Staff’s comments or any other matters related to the Offering Statement, please contact Louis A. Bevilacqua at (202) 869-0888 (ext. 100) or Patrick G. Costello at (202) 869-0888 (ext. 130).

Sincerely,
/s/
Louis A. Bevilacqua

Show Raw Text
CORRESP
1
filename1.htm

  E:
  Lou@bevilacquapllc.com

  T:
  202.869.0888 (ext. 100)

  W:
  bevilacquapllc.com

June
11, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Conlon Danberg

  Katherine Bagley

    Re:

    Energy
    Exploration Technologies, Inc.

    Offering
    Statement on Form 1-A

    Filed
    May 13, 2025

    File
    No. 024-12616

Ladies
and Gentlemen:

On
behalf of our client, Energy Exploration Technologies, Inc. (the “Company”), we hereby submit the Amendment No. 1 to the
Company’s Offering Statement on Form 1-A (the “Offering Statement”), and related responses to the comments of the staff
of the U.S. Securities and Exchange Commission (the “Staff”) on the Offering Statement set forth in the Staff’s letter
dated May 27, 2025. For the convenience of the Staff, each of the comments set forth in the Staff’s letter is included herein and
followed by a corresponding response from the Company. Unless the context indicates otherwise, references in this letter to “we”,
“us”, and “our” refer to the Company on a consolidated basis.

Offering
Statement on Form 1-A filed May 13, 2025

Cover
Page

    1.
    We
    note that you are offering certain investors who subscribe early in the offering Bonus Shares representing bonuses of either 20%
    or 10% depending on whether the aggregate of the gross proceeds raised at the time of the subscription is less than $5,000,000 or
    $10,000,000, respectively. Given that you are offering bonus securities to encourage early investment, it appears the offering of
    all securities will not be commenced within two calendar days following the qualification date of your filing, and therefore, this
    may be a delayed offering, which is not permitted by Regulation A. Please explain how your transaction structure complies with Rule
    251(d)(3) of Regulation A, or revise your bonus share structure so that it does not constitute a delayed offering.

Response:
We have revised the Offering Statement and the bonus share structure described therein as requested by the Staff.

Use
of Proceeds, page 31

    2.
    Please
    note here, as you do elsewhere in the Offering Circular, that: (i) investor funds received in the offering will be allocated on a
    fixed 86.7%/13.3% basis such that 86.7% of each dollar invested will be applied to the purchase of newly issued shares from the Company
    and 13.3% of each dollar invested will be applied to the purchase of shares from your Selling Shareholder; (ii) you will not receive
    any portion of the proceeds from the sale of shares by your Selling Shareholder; and (iii) the proceeds from such sales will be received
    by a legal entity owned and operated by your Chief Executive Officer.

Response:
We advise the Staff that Egan Global Management, LLC is no longer participating as a selling shareholder in the offering described
in the Offering Statement. As such, all references to its participation have been removed from the Offering Statement.

1050
Connecticut Ave., NW, Suite 500

Washington,
DC 20036

  PG.
  2

General

3. We
                                            note that your website contains a “watch video” link, and that this video includes
                                            a statement that “if you’re interested in becoming part of the electric vehicle
                                            revolution, invest in EnergyX.” We also note that, in addition to being available on
                                            your website, this video is available on YouTube. Please ensure that your website and YouTube
                                            channel comply with the requirements of Rule 255 of Regulation A, including appropriate legends
                                            and hyperlinks. In this regard, you include a disclaimer at the bottom of your website related
                                            to offers to buy securities in your company, but there is no hyperlink to your current offering
                                            circular, and we were unable to find a disclaimer or hyperlink on your YouTube video. As
                                            a related matter, we note that you have an “invest” button on your website that
                                            redirects to a page indicating the company “do[es] not have any investment rounds planned,”
                                            but gives potential investors the ability to “reserve” an amount for their investment.
                                            Please revise or remove the information on your “invest” page about your planned
                                            investment rounds to be consistent with your current offering statement, and ensure that
                                            the page complies with the requirements of Rule 255.

Response:
We acknowledge the Staff’s comment and have removed the referenced video from both our website and YouTube channel. In addition,
we have revised our ‘Invest’ page and updated the relevant disclaimers to address the issues noted.

*
* *

If
you would like to discuss any of our responses to the Staff’s comments or any other matters related to the Offering Statement,
please contact Louis A. Bevilacqua at (202) 869-0888 (ext. 100) or Patrick G. Costello at (202) 869-0888 (ext. 130).

    Sincerely,

    /s/
    Louis A. Bevilacqua

    Louis
    A. Bevilacqua

    Bevilacqua
    PLLC

cc:
Teague Egan, Chief Executive Officer