Correspondence 0001104659-23-009459 from Ivanhoe Electric Inc. (IE) (CIK 0001879016) (IE)
Ivanhoe Electric Inc. (IE) (CIK 0001879016)
Date: Feb. 1, 2023 · CIK: 0001879016 · Accession: 0001104659-23-009459
AI Filing Summary & Sentiment
File numbers found in text: 333-269029
Referenced dates: January 31, 2023
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
February 1, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 19, 2023
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 January 31, 2023, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed with the Commission on January 19, 2023 (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. 2 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.
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. With respect to such shares underlying outstanding convertible securities, please also clearly identify such convertible securities and the dates they were issued.
The Company has revised the disclosure on pages 159 through 164 of the Amended Registration Statement to address the Staff’s comment.
U.S. Securities & Exchange Commission
February 1, 2023
Page 2
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.
The Company acknowledges the Staff’s comment and has filed as Exhibit 5.1 to the Amended Registration Statement a revised legality opinion.
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
February 1, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 19, 2023
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 January 31,
2023, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed with the Commission on January 19,
2023 (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. 2 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.
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. With respect to such shares underlying outstanding convertible securities, please also clearly identify
such convertible securities and the dates they were issued.
The Company has revised the disclosure
on pages 159 through 164 of the Amended Registration Statement to address the Staff’s comment.
U.S. Securities & Exchange Commission
February 1, 2023
Page 2
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.
The Company acknowledges the Staff’s comment and has
filed as Exhibit 5.1 to the Amended Registration Statement a revised legality opinion.
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