SEC Comment Letter 0000000000-23-002710 to Dakota Gold Corp. (DC)
Dakota Gold Corp.
Date: March 17, 2023 · CIK: 0001852353 · Accession: 0000000000-23-002710
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-263883
Letter
United States securities and exchange commission logo March 17, 2023 Jonathan Awde Chief Executive Officer and Director Dakota Gold Corp. 106 Glendale Drive, Suite A Lead, SD 57754 Re:Dakota Gold Corp. Post-Effective Amendment No.1 to Form S-1 on Form S-3 Filed March 6, 2023 File No. 333-263883 Dear Jonathan Awde: 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.1 to Form S-1 on Form S-3 filed March 6, 2023 General 1.You do not appear to be eligible to use Form S-3 for the proposed transaction. In this regard, we note that your quarterly report on Form 10-Q for the quarter ended December 31, 2022 was due on February 14, 2023 and has not been filed to date. To be eligible to use Form S-3, registrants must timely file all required reports during the twelve calendar months prior to the filing of the registration statement, subject to certain limited exceptions. See General Instruction I.A.3(b) of Form S-3. Please advise us as to the reasons you believe that you are eligible to file on Form S-3, or re-file your post-effective amendment to Form S-1 on the appropriate form.
FirstName LastNameJonathan Awde Comapany NameDakota Gold Corp. March 17, 2023 Page 2 FirstName LastName Jonathan Awde Dakota Gold Corp. March 17, 2023 Page 2 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 Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Michael J. Hong
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United States securities and exchange commission logo
March 17, 2023
Jonathan Awde
Chief Executive Officer and Director
Dakota Gold Corp.
106 Glendale Drive, Suite A
Lead, SD 57754
Re:Dakota Gold Corp.
Post-Effective Amendment No.1 to Form S-1 on Form S-3
Filed March 6, 2023
File No. 333-263883
Dear Jonathan Awde:
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.1 to Form S-1 on Form S-3 filed March 6, 2023
General
1.You do not appear to be eligible to use Form S-3 for the proposed transaction. In this
regard, we note that your quarterly report on Form 10-Q for the quarter ended December
31, 2022 was due on February 14, 2023 and has not been filed to date. To be eligible to
use Form S-3, registrants must timely file all required reports during the twelve calendar
months prior to the filing of the registration statement, subject to certain limited
exceptions. See General Instruction I.A.3(b) of Form S-3. Please advise us as to the
reasons you believe that you are eligible to file on Form S-3, or re-file your post-effective
amendment to Form S-1 on the appropriate form.
FirstName LastNameJonathan Awde
Comapany NameDakota Gold Corp.
March 17, 2023 Page 2
FirstName LastName
Jonathan Awde
Dakota Gold Corp.
March 17, 2023
Page 2
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 Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Michael J. Hong