SEC Comment Letter 0000000000-23-008923 to Foremost Clean Energy Ltd. (FMST)
Foremost Clean Energy Ltd.
Date: Aug. 16, 2023 · CIK: 0001935418 · Accession: 0000000000-23-008923
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272028
Letter
United States securities and exchange commission logo August 16, 2023 Jason Barnard Chief Executive Officer Foremost Lithium Resource & Technology Ltd. 2500-700 West Georgia Street Vancouver, British Columbia V7Y 1B3 Canada Re:Foremost Lithium Resource & Technology Ltd. Amendment No. 8 to Registration Statement on Form F-1 Filed August 9, 2023 File No. 333-272028 Dear Jason Barnard: 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 Amendment No. 8 to the Registration Statement on Form S-1 Material United States Federal Income Tax Considerations Treatment of Pre-funded Warrants, page 126 1.We note your disclosure about the tax treatment of the Pre-funded Warrants, including that the Pre-funded Warrant should be treated as a separate class of your common shares for U.S. federal income tax purposes and a U.S. Holder of Pre-funded Warrants will not recognize gain or loss upon the exercise of a Pre-funded Warrant. Please attribute this representation of tax consequences to counsel and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K or advise why the tax consequences of your Pre-funded Warrants are not material to an investor.
FirstName LastNameJason Barnard Comapany NameForemost Lithium Resource & Technology Ltd. August 16, 2023 Page 2 FirstName LastName Jason Barnard Foremost Lithium Resource & Technology Ltd. August 16, 2023 Page 2 You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the financial statements and related matters. For questions regarding engineering matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Anthony Epps, Esq.
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United States securities and exchange commission logo
August 16, 2023
Jason Barnard
Chief Executive Officer
Foremost Lithium Resource & Technology Ltd.
2500-700 West Georgia Street
Vancouver, British Columbia V7Y 1B3
Canada
Re:Foremost Lithium Resource & Technology Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed August 9, 2023
File No. 333-272028
Dear Jason Barnard:
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
Amendment No. 8 to the Registration Statement on Form S-1
Material United States Federal Income Tax Considerations
Treatment of Pre-funded Warrants, page 126
1.We note your disclosure about the tax treatment of the Pre-funded Warrants, including
that the Pre-funded Warrant should be treated as a separate class of your common shares
for U.S. federal income tax purposes and a U.S. Holder of Pre-funded Warrants will not
recognize gain or loss upon the exercise of a Pre-funded Warrant. Please attribute this
representation of tax consequences to counsel and file a tax opinion pursuant to Item
601(b)(8) of Regulation S-K or advise why the tax consequences of your Pre-funded
Warrants are not material to an investor.
FirstName LastNameJason Barnard
Comapany NameForemost Lithium Resource & Technology Ltd.
August 16, 2023 Page 2
FirstName LastName
Jason Barnard
Foremost Lithium Resource & Technology Ltd.
August 16, 2023
Page 2
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering matters, you may
contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Cheryl Brown, Staff
Attorney, at (202) 551-3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Anthony Epps, Esq.