SEC Comment Letter 0000000000-24-012005 to RedHawk Acquisition I Corp. (CIK 0002032260)
RedHawk Acquisition I Corp. (CIK 0002032260)
Date: Oct. 28, 2024 · CIK: 0002032260 · Accession: 0000000000-24-012005
AI Filing Summary & Sentiment
Letter
October 28, 2024 Neil Reithinger President RedHawk Acquisition I Corp. 14201 N. Hayden Road, Suite A-1 Scottsdale, AZ 85260 Re:RedHawk Acquisition I Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted October 7, 2024 CIK No. 0002032260 Dear Neil Reithinger: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 6, 2024 letter. Amendment No. 1 to Draft Registration Statement on Form S-1 Cover Page 1.We note your response to prior comment 2, and we reissue the comment. You continue to state in the last paragraph on page 2, in the first paragraph on page 7, and several times in Note 1 that funds will be returned after 18 months, without providing the additional explanatory text. Series A Preferred Stock, page 25 Please expand your disclosure under "Conversion" to clarify how the 4.99% limitation would operate in the event that holders seek to convert all of the Series A Preferred 2.
October 28, 2024 Page 2 into common stock. Disclose whether the holders currently hold more than the 4.99% limitation or if such conversion would yield ownership over that amount regardless of their current holdings. If so, discuss whether the terms effectively eliminate the possibility to convert the Series A until there are substantially more shares of common stock outstanding. Directors, Executive Officers, Promoters and Control Persons, page 34 3.We note your response to prior comment 19. It appears that certain individuals not named in this section are identified as members of your "management team" in other materials you provided. Please revise or expand the disclosure in this section as appropriate, or advise. Please contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown at 202-551-3905 or Timothy Levenberg at 202-551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Brian Higley, Esq., of Business Legal Advisors
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October 28, 2024
Neil Reithinger
President
RedHawk Acquisition I Corp.
14201 N. Hayden Road, Suite A-1
Scottsdale, AZ 85260
Re:RedHawk Acquisition I Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 7, 2024
CIK No. 0002032260
Dear Neil Reithinger:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 6, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 2, and we reissue the comment. You
continue to state in the last paragraph on page 2, in the first paragraph on page 7, and
several times in Note 1 that funds will be returned after 18 months, without providing
the additional explanatory text.
Series A Preferred Stock, page 25
Please expand your disclosure under "Conversion" to clarify how the 4.99% limitation
would operate in the event that holders seek to convert all of the Series A Preferred 2.
October 28, 2024
Page 2
into common stock. Disclose whether the holders currently hold more than the 4.99%
limitation or if such conversion would yield ownership over that amount regardless of
their current holdings. If so, discuss whether the terms effectively eliminate the
possibility to convert the Series A until there are substantially more shares of common
stock outstanding.
Directors, Executive Officers, Promoters and Control Persons, page 34
3.We note your response to prior comment 19. It appears that certain individuals not
named in this section are identified as members of your "management team" in other
materials you provided. Please revise or expand the disclosure in this section as
appropriate, or advise.
Please contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Timothy Levenberg at 202-551-3707 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Brian Higley, Esq., of Business Legal Advisors