Correspondence 0001104659-23-034253 from Dakota Gold Corp. (DC)
Dakota Gold Corp.
Date: March 20, 2023 · CIK: 0001852353 · Accession: 0001104659-23-034253
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-263883
Referenced dates: March 17, 2023
Letter
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001
______
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
-------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
March 20, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: Anuja A. Majmudar
Timothy S. Levenberg
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
On behalf of our client, Dakota Gold Corp. (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 17, 2023 (the “Comment Letter”) with respect to the above-referenced Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (the “Registration Statement”).
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.
* * * * *
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.
We believe the Company is eligible to use Form S-3 for the proposed transaction. On August 22, 2022, the board of directors of the Company approved a change to the Company’s fiscal year end from March 31 to December 31. This was disclosed in Item 5.03 of the Company’s Form 8-K filed with the Commission on August 25, 2022.
The Company expects to file its transition report on Form 10-KT on or about March 22, 2023 for the transition period from March 31, 2022 to December 31, 2022.
Please contact me at 212.735.2227 or michael.hong@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Michael J. Hong
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CORRESP
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filename1.htm
Skadden,
Arps, Slate, Meagher & Flom llp
One
Manhattan West
New
York, NY 10001
______
TEL:
(212) 735-3000
FAX:
(212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
-------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
-------
BEIJING
BRUSSELS
FRANKFURT
HONG
KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
March
20, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn:
Anuja A. Majmudar
Timothy S. Levenberg
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
On
behalf of our client, Dakota Gold Corp. (the “Company”), we hereby provide responses to comments received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
March 17, 2023 (the “Comment Letter”) with respect to the above-referenced Post-Effective Amendment No. 1 to Form
S-1 on Form S-3 (the “Registration Statement”).
The
headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s
review, we have reproduced the text of the Staff’s comments in bold and italics below.
*
* * * *
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.
We believe the Company
is eligible to use Form S-3 for the proposed transaction. On August 22, 2022, the board of directors of the Company approved a change
to the Company’s fiscal year end from March 31 to December 31. This was disclosed in Item 5.03 of the Company’s Form 8-K
filed with the Commission on August 25, 2022.
The Company expects
to file its transition report on Form 10-KT on or about March 22, 2023 for the transition period from March 31, 2022 to December 31,
2022.
Please
contact me at 212.735.2227 or michael.hong@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Michael J. Hong
cc: Jonathan
Awde, Chief Executive Officer and Director
2