SEC Comment Letter 0000000000-23-001000 to Ivanhoe Electric Inc. (IE) (CIK 0001879016) (IE)
Ivanhoe Electric Inc. (IE) (CIK 0001879016)
Date: Jan. 31, 2023 · CIK: 0001879016 · Accession: 0000000000-23-001000
AI Filing Summary & Sentiment
File numbers found in text: 333-269029
Letter
United States securities and exchange commission logo January 31, 2023 Jordan Neeser Chief Financial Officer Ivanhoe Electric Inc. 606 – 999 Canada Place Vancouver, BC V6C 3E1 Canada Re:Ivanhoe Electric Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 19, 2023 File No. 333-269029 Dear Jordan Neeser: We have reviewed your amended registration statement 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. Unless we note otherwise, our references to prior comments are to comments in our December 29, 2022 letter. Amendment No. 1 to Registration Statement on Form S-1 filed January 19, 2023 Principal and Selling Stockholders, page 159 1.We note your response to prior comment 1, and reissue such comment. In that regard, we note your response that all shares covered by the registration statement are currently outstanding, but also note that your response regarding the shares underlying the I-Pulse Notes suggests that such shares are not currently issued and outstanding. It also does not appear that you have provided the requested clarifying disclosure in the prospectus. With respect to the 29,350,116 shares to be resold under the registration statement, please revise your prospectus to clearly state the number of such shares that are currently issued and outstanding, and the number of such shares underlying outstanding convertible securities.
FirstName LastNameJordan Neeser Comapany NameIvanhoe Electric Inc. January 31, 2023 Page 2 FirstName LastName Jordan Neeser Ivanhoe Electric Inc. January 31, 2023 Page 2 With respect to such shares underlying outstanding convertible securities, please also clearly identify such convertible securities and the dates they were issued. Exhibits 2.We note that you have increased the number of shares to be covered by this registration statement. Please obtain and file a revised legality opinion that addresses the legality of all securities being registered. Refer to Item 601(b)(5) of Regulation S-K. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Danielle Carbone
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United States securities and exchange commission logo
January 31, 2023
Jordan Neeser
Chief Financial Officer
Ivanhoe Electric Inc.
606 – 999 Canada Place
Vancouver, BC V6C 3E1
Canada
Re:Ivanhoe Electric Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 19, 2023
File No. 333-269029
Dear Jordan Neeser:
We have reviewed your amended registration statement 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. Unless we note
otherwise, our references to prior comments are to comments in our December 29, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 19, 2023
Principal and Selling Stockholders, page 159
1.We note your response to prior comment 1, and reissue such comment. In that regard, we
note your response that all shares covered by the registration statement are currently
outstanding, but also note that your response regarding the shares underlying the I-Pulse
Notes suggests that such shares are not currently issued and outstanding. It also does not
appear that you have provided the requested clarifying disclosure in the prospectus. With
respect to the 29,350,116 shares to be resold under the registration statement, please revise
your prospectus to clearly state the number of such shares that are currently issued and
outstanding, and the number of such shares underlying outstanding convertible securities.
FirstName LastNameJordan Neeser
Comapany NameIvanhoe Electric Inc.
January 31, 2023 Page 2
FirstName LastName
Jordan Neeser
Ivanhoe Electric Inc.
January 31, 2023
Page 2
With respect to such shares underlying outstanding convertible securities, please also
clearly identify such convertible securities and the dates they were issued.
Exhibits
2.We note that you have increased the number of shares to be covered by this registration
statement. Please obtain and file a revised legality opinion that addresses the legality of
all securities being registered. Refer to Item 601(b)(5) of Regulation S-K.
Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Danielle Carbone