SEC Comment Letter 0000000000-23-000418 to Hagerty, Inc. (HGTY, HGTPW) (CIK 0001840776) (HGTY)
Hagerty, Inc. (HGTY, HGTPW) (CIK 0001840776)
Date: Jan. 16, 2023 · CIK: 0001840776 · Accession: 0000000000-23-000418
AI Filing Summary & Sentiment
File numbers found in text: 333-261810
Letter
United States securities and exchange commission logo January 13, 2023 McKeel O Hagerty Chief Executive Officer Hagerty, Inc. 121 Drivers Edge Traverse City, MI 49684 Re:Hagerty, Inc. Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3 Filed December 21, 2022 File No. 333-261810 Dear McKeel O Hagerty: We have reviewed your post-effective amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed December 21, 2022 General 1.We note that the Form S-1 declared effective on December 30, 2021 registered the resale of 271,039,456 shares of Class A Common Stock offered by you and up to 339,121,956 shares of Class A Common Stock offered by the selling securityholders named therein. You seek to now register via post-effective amendment the resale of 4,724,560 additional shares of Class A Common Stock underlying the BAG Units issued to Broad Arrow's U.S. Stockholders and 713,684 additional shares of Class A Common Stock issued to Broad Arrow's non-U.S. stockholders. Please explain why you believe you are permitted to register these additional securities by means of a post-effective amendment in light of Securities Act Rule 413(a). For guidance, refer also to Securities Act Rule Compliance
FirstName LastNameMcKeel O Hagerty Comapany NameHagerty, Inc. January 13, 2023 Page 2 FirstName LastName McKeel O Hagerty Hagerty, Inc. January 13, 2023 Page 2 and Disclosure Interpretation 210.01. 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. Please contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551- 3859 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
January 13, 2023
McKeel O Hagerty
Chief Executive Officer
Hagerty, Inc.
121 Drivers Edge
Traverse City, MI 49684
Re:Hagerty, Inc.
Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on
Form S-3
Filed December 21, 2022
File No. 333-261810
Dear McKeel O Hagerty:
We have reviewed your post-effective amendment and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed December 21, 2022
General
1.We note that the Form S-1 declared effective on December 30, 2021 registered the resale
of 271,039,456 shares of Class A Common Stock offered by you and up to 339,121,956
shares of Class A Common Stock offered by the selling securityholders named therein.
You seek to now register via post-effective amendment the resale of 4,724,560 additional
shares of Class A Common Stock underlying the BAG Units issued to Broad Arrow's U.S.
Stockholders and 713,684 additional shares of Class A Common Stock issued to Broad
Arrow's non-U.S. stockholders. Please explain why you believe you are permitted to
register these additional securities by means of a post-effective amendment in light of
Securities Act Rule 413(a). For guidance, refer also to Securities Act Rule Compliance
FirstName LastNameMcKeel O Hagerty
Comapany NameHagerty, Inc.
January 13, 2023 Page 2
FirstName LastName
McKeel O Hagerty
Hagerty, Inc.
January 13, 2023
Page 2
and Disclosure Interpretation 210.01.
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.
Please contact Madeleine Joy Mateo at 202-551-3465 or John Dana Brown at 202-551-
3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance