Correspondence 0001013762-25-000259 from Helio Corp /FL/ (HLEO)
Helio Corp /FL/
Date: March 7, 2025 · CIK: 0001953988 · Accession: 0001013762-25-000259
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284062
Referenced dates: March 7, 2025
Letter
Division of Corporation Finance Office of Manufacturing Re: Helio Corp /FL/ Amendment No. 4 to Registration Statement on Form S-1 Filed on March 6, 2025 File No. 333-284062
Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,
We are in receipt of your comment letter dated March 7, 2025 in the above referenced matter. This letter and a publicly filed revised version of the Registration Statement (the “Registration Statement”) are being submitted with the Securities and Exchange Commission (the “Commission”) via EDGAR concurrently.
Our response is set forth in ordinary type beneath the corresponding comment raised by the staff of the Commission (“Staff”) in its letter, which comment is set out in bold type.
Form S-1 filed March 6, 2025
General
1.
Please revise the legal opinion to address the legality the Units. Refer to Section
II.B.1.h of Staff Legal Bulletin No. 19.
RESPONSE:
We respectfully acknowledge the Staff’s comment and have amended the legal opinion to address the legality of the Units.
2. We note the updated risk factor on page 23 regarding the exclusive forum provision in the Warrant Agreement, however, we are unable to locate language supporting the disclosure that "these provisions of the Warrant will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum." Please advise or revise.
RESPONSE:
We respectfully acknowledge the Staff’s comment and have amended the prospectus in the Registration Statement to revise the risk factor language in question to accurately reflect the language in the Warrant Agreement.
Please direct any questions regarding the Company’s responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.
HELIO CORPORATION
/s/ Gregory T. Delory
Gregory T. Delory
Chief Executive Officer
Show Raw Text
CORRESP
1
filename1.htm
HELIO CORPORATION
2448 Sixth Street
Berkeley, CA 94710
(510) 224-4495
March 7, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Kevin Stertzel, Melissa Gilmore, Bradley Ecker, Evan Ewing
Re:
Helio Corp /FL/
Amendment No. 4 to Registration Statement on Form S-1
Filed on March 6, 2025
File No. 333-284062
Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,
We are in receipt of your comment letter dated
March 7, 2025 in the above referenced matter. This letter and a publicly filed revised version of the Registration Statement (the “Registration
Statement”) are being submitted with the Securities and Exchange Commission (the “Commission”) via EDGAR
concurrently.
Our response is set forth in ordinary type beneath
the corresponding comment raised by the staff of the Commission (“Staff”) in its letter, which comment is set out
in bold type.
Form S-1 filed March 6, 2025
General
1.
Please revise the legal opinion to address the legality the Units.
Refer to Section
II.B.1.h of Staff Legal Bulletin No. 19.
RESPONSE:
We respectfully acknowledge the Staff’s
comment and have amended the legal opinion to address the legality of the Units.
2.
We note the updated risk factor on page 23 regarding the exclusive forum provision in the Warrant Agreement, however, we are unable to locate language supporting the disclosure that "these provisions of the Warrant will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum." Please advise or revise.
RESPONSE:
We respectfully acknowledge the Staff’s
comment and have amended the prospectus in the Registration Statement to revise the risk factor language in question to accurately reflect
the language in the Warrant Agreement.
Please direct any questions regarding the Company’s
responses or the Registration Statement to James S. Byrd at (407) 312-4405 or jim@byrdlawgroup.com.
HELIO CORPORATION
/s/ Gregory T. Delory
Gregory T. Delory
Chief Executive Officer