Correspondence 0001104659-23-005067 from Ivanhoe Electric Inc. (IE) (CIK 0001879016) (IE)
Ivanhoe Electric Inc. (IE) (CIK 0001879016)
Date: Jan. 19, 2023 · CIK: 0001879016 · Accession: 0001104659-23-005067
AI Filing Summary & Sentiment
File numbers found in text: 333-269029
Referenced dates: December 29, 2022
Letter
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
+1 212 521 5400
Fax +1 212 521 5450
reedsmith.com
VIA EDGAR
January 19, 2023
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-3720
Re:
Ivanhoe Electric Inc.
Registration Statement on Form S-1
Filed December 27, 2022
File No. 333-269029
Ladies and Gentlemen:
On behalf of Ivanhoe Electric Inc., a Delaware corporation (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated December 29, 2022, regarding the Company’s Registration Statement on Form S-1 filed with the Commission on December 27, 2022 (the “Registration Statement”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are filing Amendment No. 1 to the Company’s Registration Statement with the Commission through EDGAR (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement.
Registration Statement on Form S-1 filed December 27, 2022
General
1. We note that the registration statement covers the resale of up to 29,335,389 shares of your common stock. However, it is not clear from your disclosure that all of the shares to be offered and sold under this registration statement are outstanding, or deemed to be outstanding. Please revise your prospectus to clarify whether all of the securities to be registered for resale are outstanding. If they are not outstanding, or deemed to be outstanding, provide your basis for registering the resale of such securities at this time. For guidance, please refer to Securities Act Sections Compliance and Disclosure Interpretation 139.11.
The Company advises the Staff that all shares covered by the registration statement are currently outstanding. The Company notes, that with respect to the I-Pulse Convertible Notes described on page 130 of the Amended Registration Statement, holders of the I-Pulse Notes have the option to exchange their outstanding notes for outstanding shares of the Company’s common stock held by I-Pulse, the Company’s former parent, at a fixed price pursuant to the terms of the I-Pulse Notes. The exchange of outstanding I-Pulse Notes for shares of the Company’s common stock would be conducted pursuant to an exemption from registration and the Registration Statement covers the exchanged shares held by holders with registration rights related to such shares pursuant to the terms of the Company’s Second Amended and Restated Stockholders’ Agreement. Certain other holders of I-Pulse Notes that are not party to the Second Amended and Restated Stockholders’ Agreement do not have registration rights related to shares received on the exchange of the their I-Pulse Notes.
U.S. Securities & Exchange Commission
January 19, 2023
Page 2
2. We note that you incorporate by reference into your registration statement information filed after the effective date of the registration statement. However, since you have not yet filed an annual report, it does not appear that you are eligible to incorporate by reference. See General Instruction VII.C to Form S-1. Please revise.
The Company acknowledges the Staff’s comment and has revised the Amended Registration Statement to remove references to incorporation by reference.
On behalf of the Company, we thank the Staff for its review of the foregoing and of the Amended Registration Statement. If you have further comments, please do not hesitate to contact me at dcarbone@reedsmith.com or by telephone at (212) 549-0229.
Very truly yours,
/s/ Danielle Carbone
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Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
+1 212 521 5400
Fax +1 212 521 5450
reedsmith.com
VIA EDGAR
January 19, 2023
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-3720
Re:
Ivanhoe Electric Inc.
Registration Statement on Form S-1
Filed December 27, 2022
File No. 333-269029
Ladies and Gentlemen:
On behalf of Ivanhoe Electric Inc., a Delaware
corporation (the “Company”), we hereby transmit the Company’s response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated December 29,
2022, regarding the Company’s Registration Statement on Form S-1 filed with the Commission on December 27, 2022 (the “Registration
Statement”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have
followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are filing Amendment No. 1
to the Company’s Registration Statement with the Commission through EDGAR (the “Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. All page references
in the responses set forth below refer to page numbers in the Amended Registration Statement.
Registration Statement on Form S-1 filed
December 27, 2022
General
1. We note that the registration statement covers the resale of up to 29,335,389 shares of your common
stock. However, it is not clear from your disclosure that all of the shares to be offered and sold under this registration statement are
outstanding, or deemed to be outstanding. Please revise your prospectus to clarify whether all of the securities to be registered for
resale are outstanding. If they are not outstanding, or deemed to be outstanding, provide your basis for registering the resale of such
securities at this time. For guidance, please refer to Securities Act Sections Compliance and Disclosure Interpretation 139.11.
The Company advises the Staff
that all shares covered by the registration statement are currently outstanding. The Company notes, that with respect to the I-Pulse
Convertible Notes described on page 130 of the Amended Registration Statement, holders of the I-Pulse Notes have the option to
exchange their outstanding notes for outstanding shares of the Company’s common stock held by I-Pulse, the Company’s
former parent, at a fixed price pursuant to the terms of the I-Pulse Notes. The exchange of outstanding I-Pulse Notes for shares of
the Company’s common stock would be conducted pursuant to an exemption from registration and the Registration Statement covers
the exchanged shares held by holders with registration rights related to such shares pursuant to the terms of the Company’s
Second Amended and Restated Stockholders’ Agreement. Certain other holders of I-Pulse Notes that are not party to the Second
Amended and Restated Stockholders’ Agreement do not have registration rights related to shares received on the exchange of the
their I-Pulse Notes.
U.S. Securities & Exchange Commission
January 19, 2023
Page 2
2. We note that you incorporate by reference into your registration statement information filed after
the effective date of the registration statement. However, since you have not yet filed an annual report, it does not appear that you
are eligible to incorporate by reference. See General Instruction VII.C to Form S-1. Please revise.
The Company acknowledges the Staff’s
comment and has revised the Amended Registration Statement to remove references to incorporation by reference.
On behalf of the Company, we thank the Staff for
its review of the foregoing and of the Amended Registration Statement. If you have further comments, please do not hesitate to contact
me at dcarbone@reedsmith.com or by telephone at (212) 549-0229.
Very truly yours,
/s/ Danielle Carbone
Danielle Carbone, Esq.
cc:
Taylor Melvin