Correspondence 0001213900-25-013564 from Helio Corp /FL/ (HLEO)
Helio Corp /FL/
Date: Feb. 13, 2025 · CIK: 0001953988 · Accession: 0001213900-25-013564
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284062
Referenced dates: February 11, 2025
Letter
Division of Corporation Finance Office of Manufacturing Re: Helio Corp /FL/ Amendment No. 1 to Registration Statement on Form S-1 Filed on January 31, 2024 File No. 333-284062
Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,
We are in receipt of your comment letter dated February 11, 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. In addition to addressing the comment raised by the staff of the Commission (the “Staff”) in its letter, we have revised the Registration Statement to update other disclosures.
Our response is set forth in ordinary type beneath the corresponding Staff comment, which is set out in bold type.
Registration Statement on Form S-1
Cover Page
1. We note that your forum selection provision identifies a state court located within the State of Florida (or, if no state court located within the State of Florida has jurisdiction, the federal district court for the Middle District of Florida) as the exclusive forum for certain litigation, including any “derivative action.” Please revise the registration statement to disclose this provision and whether it applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
RESPONSE:
We respectfully acknowledge the Staff’s comment and have amended the prospectus in the Registration Statement to disclose the forum selection provision and its applicability under the Securities Act or Exchange Act and have added an additional risk factor. Please see the section entitled Description of Capital Stock, page 65 and the section entitled Risk Factors, Risks Related to Legal Matters, page 22 for the applicable risk factor.
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
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CORRESP
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HELIO CORPORATION
2448 Sixth Street
Berkeley, CA 94710
(510) 224-4495
February 13, 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. 1 to Registration Statement on Form S-1
Filed on January 31, 2024
File No. 333-284062
Dear Messrs. Stertzel, Ecker, Ewing and Ms. Gilmore,
We are in receipt of your comment letter dated
February 11, 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. In addition to addressing the comment raised by the staff of the Commission (the “Staff”) in
its letter, we have revised the Registration Statement to update other disclosures.
Our response is set forth in ordinary type beneath
the corresponding Staff comment, which is set out in bold type.
Registration Statement on Form S-1
Cover Page
1.
We note that your forum selection provision identifies a state court located within the State of Florida (or, if no state court located within the State of Florida has jurisdiction, the federal district court for the Middle District of Florida) as the exclusive forum for certain litigation, including any “derivative action.” Please revise the registration statement to disclose this provision and whether it applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
RESPONSE:
We respectfully acknowledge the Staff’s
comment and have amended the prospectus in the Registration Statement to disclose the forum selection provision and its applicability
under the Securities Act or Exchange Act and have added an additional risk factor. Please see the section entitled Description of Capital
Stock, page 65 and the section entitled Risk Factors, Risks Related to Legal Matters, page 22 for the applicable risk factor.
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