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All Filings
SEC Comment Letters
Company Responses
Letter Text
AIR LEASE CORP
Awaiting Response
0 company response(s)
High
AIR LEASE CORP
Response Received
4 company response(s)
High - file number match
↓
↓
↓
↓
Company responded
2025-05-28
AIR LEASE CORP
References: April 30, 2025 | May 7,
2025
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-03-11
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-12-27
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
↓
Company responded
2024-01-10
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: December 27, 2023
↓
Company responded
2025-02-26
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: February 13, 2025
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-02-13
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Response Received
8 company response(s)
High - file number match
SEC wrote to company
2022-04-12
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Summary
Generating summary...
↓
Company responded
2022-04-25
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: April 12, 2022
↓
Company responded
2022-05-11
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: May 3, 2022
Summary
Generating summary...
↓
Company responded
2024-10-10
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: October 7, 2024
↓
Company responded
2024-11-08
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: October 7, 2024
↓
Company responded
2024-11-22
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: October 7, 2024
↓
Company responded
2024-12-27
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: December 19, 2024
↓
Company responded
2025-01-17
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: December 19, 2024
Summary
Generating summary...
↓
Company responded
2025-01-30
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: December 19, 2024
Summary
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Response Received
1 company response(s)
High - file number match
Company responded
2024-11-26
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
SEC wrote to company
2024-11-27
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-11-18
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Response Received
5 company response(s)
High - file number match
SEC wrote to company
2022-08-10
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
↓
Company responded
2022-08-19
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
↓
Company responded
2024-08-09
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
References: July 11, 2024
↓
Company responded
2024-09-04
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
References: August 20, 2024
↓
Company responded
2024-10-01
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
References: September 11, 2024
↓
Company responded
2024-11-12
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
References: November 7, 2024
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-11-07
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-10-07
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-24
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Summary
Generating summary...
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-16
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2020-03-26
Altair Engineering Inc. (ALTR) (CIK 0001701732)
↓
Company responded
2020-04-09
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: March 26, 2020
↓
Company responded
2020-04-15
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: March 26, 2020
↓
Company responded
2022-06-30
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: June 23, 2022
↓
Company responded
2023-07-11
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: June 12, 2023
↓
Company responded
2023-08-02
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: July 24, 2023 | June 12, 2023
Summary
Generating summary...
↓
Company responded
2024-09-12
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: June 30, 2022 | September 5, 2024
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-11
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-06-22
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
↓
Company responded
2023-07-07
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
References: June 22, 2023
↓
Company responded
2024-09-11
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
References: August 29, 2024
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-05
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: June 30, 2022
Summary
Generating summary...
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-08-29
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-08-20
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-07-29
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: July 17, 2024
Summary
Generating summary...
↓
Company responded
2024-07-30
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: July 17, 2024
Summary
Generating summary...
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-07-22
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Summary
Generating summary...
↓
Company responded
2024-07-29
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-07-17
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
↓
Company responded
2024-07-22
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: July 17, 2024
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-17
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-11
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-08
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-06-27
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Summary
Generating summary...
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-05-28
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
↓
Company responded
2024-06-11
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
References: May 28, 2024
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
Response Received
3 company response(s)
Medium - date proximity
SEC wrote to company
2024-04-09
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
↓
Company responded
2024-05-22
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
References: April 9, 2024
↓
Company responded
2024-06-06
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
↓
Company responded
2024-06-06
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
Summary
Generating summary...
AIR LEASE CORP
Response Received
1 company response(s)
High - file number match
↓
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-03-19
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
↓
Company responded
2024-04-23
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Summary
Generating summary...
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-03-13
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
↓
Company responded
2024-04-22
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-02-27
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Summary
Generating summary...
↓
Company responded
2024-03-01
Astera Labs, Inc. (ALAB) (CIK 0001736297)
References: February 27, 2024
↓
Company responded
2024-03-18
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Summary
Generating summary...
↓
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-03-14
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
Summary
Generating summary...
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-02-29
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Summary
Generating summary...
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-11-21
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
↓
Company responded
2023-12-15
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
References: November 21, 2023
↓
Company responded
2024-02-22
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
References: December 28, 2023
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Awaiting Response
0 company response(s)
High
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Response Received
8 company response(s)
High - file number match
SEC wrote to company
2022-07-07
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
↓
Company responded
2022-07-19
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: July 7, 2022
↓
Company responded
2022-08-10
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
↓
Company responded
2023-08-17
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: August 4, 2023
↓
Company responded
2023-09-11
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
↓
Company responded
2023-11-01
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: October 19, 2023
↓
Company responded
2023-11-17
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: September 11, 2023
Summary
Generating summary...
↓
Company responded
2024-01-04
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: December 26, 2023
↓
Company responded
2024-01-23
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
References: December 26,
2023 | October 19, 2023
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-01-17
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Summary
Generating summary...
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Awaiting Response
0 company response(s)
High
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-12-28
Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-12-26
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-12-19
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-12-04
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
↓
Company responded
2023-12-18
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
References: December 4, 2023
Astera Labs, Inc. (ALAB) (CIK 0001736297)
Awaiting Response
0 company response(s)
High
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-12-05
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
↓
Company responded
2023-12-06
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2023-08-21
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
↓
Company responded
2023-09-26
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
References: August 21, 2023
↓
Company responded
2023-10-30
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
References: October 21, 2023
↓
Company responded
2023-11-15
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
References: November 13, 2023 | October 21, 2023 | October 30, 2023
↓
Company responded
2023-11-17
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Allakos Inc. (ALLK) (CIK 0001564824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-11-17
Allakos Inc. (ALLK) (CIK 0001564824)
Summary
Generating summary...
↓
Company responded
2023-11-17
Allakos Inc. (ALLK) (CIK 0001564824)
Summary
Generating summary...
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-11-14
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Summary
Generating summary...
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-10-23
Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
Summary
Generating summary...
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-10-19
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Summary
Generating summary...
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-09-28
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
↓
Company responded
2023-09-28
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-08-31
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
↓
↓
Company responded
2023-09-27
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-09-22
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Summary
Generating summary...
↓
Company responded
2023-09-25
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-15
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Summary
Generating summary...
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-04
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-28
Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-24
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Summary
Generating summary...
ATLANTICA INC (ALDA) (CIK 0001062506)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-13
ATLANTICA INC (ALDA) (CIK 0001062506)
Summary
Generating summary...
ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-07-10
ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
↓
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-06-29
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
↓
Company responded
2023-06-29
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
ATLANTICA INC (ALDA) (CIK 0001062506)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-06-28
ATLANTICA INC (ALDA) (CIK 0001062506)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-06-12
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2023-02-21
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Summary
Generating summary...
↓
Company responded
2023-04-26
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: February 21, 2023
↓
Company responded
2023-05-15
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: May 11, 2023
Summary
Generating summary...
↓
Alkermes plc. (ALKS) (CIK 0001520262)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-05-19
Alkermes plc. (ALKS) (CIK 0001520262)
Summary
Generating summary...
↓
Company responded
2023-05-19
Alkermes plc. (ALKS) (CIK 0001520262)
References: May 16, 2023
Alkermes plc. (ALKS) (CIK 0001520262)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2023-05-16
Alkermes plc. (ALKS) (CIK 0001520262)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-05-11
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-03-30
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
↓
Company responded
2023-05-01
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
Alector, Inc. (ALEC) (CIK 0001653087)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-03-07
Alector, Inc. (ALEC) (CIK 0001653087)
Summary
Generating summary...
↓
Almco Plumbing Inc (ALMP) (CIK 0001956237)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-03-10
Almco Plumbing Inc (ALMP) (CIK 0001956237)
↓
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2023-02-07
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
↓
Company responded
2023-02-16
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: February 7, 2023
↓
Company responded
2023-03-06
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: March 2, 2023
↓
Company responded
2023-03-22
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: March 20, 2023
Summary
Generating summary...
↓
Company responded
2023-04-10
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Summary
Generating summary...
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-03-20
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Allied Corp. (ALID) (CIK 0001575295)
Awaiting Response
0 company response(s)
High
Allied Corp. (ALID) (CIK 0001575295)
Response Received
2 company response(s)
High - file number match
↓
↓
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-03-02
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-02-16
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2022-12-01
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
↓
Company responded
2022-12-15
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: December 1, 2022
↓
Company responded
2023-02-14
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: January 30, 2023
Allied Corp. (ALID) (CIK 0001575295)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-02-13
Allied Corp. (ALID) (CIK 0001575295)
Summary
Generating summary...
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-02-06
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-01-30
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Response Received
13 company response(s)
High - file number match
SEC wrote to company
2020-07-23
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
↓
Company responded
2020-08-03
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: July 23, 2020
↓
Company responded
2020-09-03
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: August 21, 2020
↓
Company responded
2020-09-11
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: August 21, 2020
↓
Company responded
2020-10-20
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: October 5, 2020
Summary
Generating summary...
↓
Company responded
2020-10-27
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: October 5, 2020
↓
Company responded
2020-12-15
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: August 30, 2019 | October 27, 2020 | October 5, 2020
↓
Company responded
2022-09-22
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: September 14, 2022
Summary
Generating summary...
↓
Company responded
2022-10-12
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: September 14, 2022
↓
Company responded
2022-11-16
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: November 3, 2022
↓
Company responded
2022-12-01
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: November 3, 2022
↓
Company responded
2022-12-27
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: December 21, 2022
↓
Company responded
2023-01-09
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: December 21, 2022
↓
Company responded
2023-01-26
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
References: December 21, 2022 | November 3, 2022
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-21
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
ALLETE INC (ALE) (CIK 0000066756)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-19
ALLETE INC (ALE) (CIK 0000066756)
Summary
Generating summary...
ALLETE INC (ALE) (CIK 0000066756)
Response Received
4 company response(s)
High - file number match
↓
Company responded
2022-09-28
ALLETE INC (ALE) (CIK 0000066756)
References: September 21, 2022
Summary
Generating summary...
↓
Company responded
2022-10-26
ALLETE INC (ALE) (CIK 0000066756)
References: September 21, 2022
↓
Company responded
2022-11-18
ALLETE INC (ALE) (CIK 0000066756)
References: November 4, 2022
↓
Company responded
2022-12-13
ALLETE INC (ALE) (CIK 0000066756)
References: November 29, 2022 | October 26, 2022
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-12-06
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
↓
Company responded
2022-12-08
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
ALLETE INC (ALE) (CIK 0000066756)
Awaiting Response
0 company response(s)
High
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-11-29
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-11-14
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2022-11-17
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2022-10-20
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
↓
Company responded
2022-10-28
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2022-11-14
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
ALLETE INC (ALE) (CIK 0000066756)
Awaiting Response
0 company response(s)
High
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-11-03
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Response Received
7 company response(s)
High - file number match
↓
Company responded
2022-05-13
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: March 10, 2022
↓
↓
↓
Company responded
2022-08-08
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: June 6, 2022
↓
↓
Company responded
2022-09-27
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: September 22, 2022
Summary
Generating summary...
↓
Company responded
2022-10-14
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2022-07-15
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Summary
Generating summary...
↓
Company responded
2022-08-05
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
References: July 15, 2022
↓
Company responded
2022-09-08
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
References: August 17, 2022
↓
Company responded
2022-09-15
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
↓
Company responded
2022-09-21
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-09-14
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-08-31
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-08-30
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-08-17
ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-08-03
AlTi Global, Inc. (ALTI) (CIK 0001838615)
References: June 6, 2022
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-07-01
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Response Received
17 company response(s)
High - file number match
SEC wrote to company
2020-06-30
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2020-09-04
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2020-09-28
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2020-11-13
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2020-12-02
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2020-12-11
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2020-12-21
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2020-12-22
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2021-09-01
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2021-09-30
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2021-10-18
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2021-11-22
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2022-01-07
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2022-01-28
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2022-05-06
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2022-05-31
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2022-06-28
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
↓
Company responded
2022-06-28
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-06-23
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2022-04-19
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
↓
↓
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
Allakos Inc. (ALLK) (CIK 0001564824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-05-25
Allakos Inc. (ALLK) (CIK 0001564824)
Summary
Generating summary...
↓
Company responded
2022-05-26
Allakos Inc. (ALLK) (CIK 0001564824)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-05-26
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-05-18
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-05-03
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Summary
Generating summary...
↓
Company responded
2022-05-10
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
References: May 3, 2022 | May 9, 2022
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
Allied Corp. (ALID) (CIK 0001575295)
Response Received
1 company response(s)
High - file number match
↓
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-04-27
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-01-26
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
↓
Company responded
2022-04-04
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Response Received
5 company response(s)
High - file number match
SEC wrote to company
2021-10-29
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
↓
Company responded
2021-12-14
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: October 29, 2021
Summary
Generating summary...
↓
Company responded
2022-01-18
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: January 12, 2022
↓
Company responded
2022-02-01
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: January 31, 2022
↓
Company responded
2022-02-08
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
↓
Company responded
2022-02-09
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-01-31
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-01-26
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-01-12
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-01-03
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Response Received
7 company response(s)
High - file number match
SEC wrote to company
2021-07-22
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Summary
Generating summary...
↓
Company responded
2021-08-18
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2021-09-29
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2021-11-08
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Summary
Generating summary...
↓
Company responded
2021-12-08
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2021-12-09
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2021-12-09
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
↓
Company responded
2021-12-09
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-11-17
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2021-11-16
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2021-11-16
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Summary
Generating summary...
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-10-25
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-10-14
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
ALLIENT INC (ALNT) (CIK 0000046129)
Response Received
1 company response(s)
High - file number match
↓
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-09-24
Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-09-21
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-08-19
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-08-18
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
↓
Company responded
2021-08-19
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-07-07
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Summary
Generating summary...
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2021-06-03
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
↓
Company responded
2021-06-10
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: June 3, 2021
↓
Company responded
2021-06-22
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: June 20, 2021
↓
Company responded
2021-07-01
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-06-21
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Summary
Generating summary...
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Response Received
9 company response(s)
High - file number match
↓
Company responded
2021-02-09
Alfi, Inc. (ALFIQ) (CIK 0001833908)
References: January 21, 2021
↓
Company responded
2021-03-02
Alfi, Inc. (ALFIQ) (CIK 0001833908)
References: February 25, 2021
↓
↓
Company responded
2021-03-17
Alfi, Inc. (ALFIQ) (CIK 0001833908)
References: March 16, 2021
↓
Company responded
2021-04-26
Alfi, Inc. (ALFIQ) (CIK 0001833908)
References: April 22, 2021
↓
Company responded
2021-04-27
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Summary
Generating summary...
↓
↓
↓
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-04-22
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Summary
Generating summary...
ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-04-20
ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
Summary
Generating summary...
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-03-17
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
Summary
Generating summary...
↓
Company responded
2021-04-13
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
Summary
Generating summary...
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
Response Received
4 company response(s)
High - file number match
Company responded
2021-03-22
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
↓
SEC wrote to company
2021-03-24
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
↓
Company responded
2021-03-29
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
References: March 22, 2021 | March 24, 2021
↓
Company responded
2021-04-09
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
↓
Company responded
2021-04-09
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-03-26
ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
Summary
Generating summary...
↓
Company responded
2021-04-02
ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
References: March 26, 2021
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Response Received
5 company response(s)
High - file number match
Company responded
2021-03-12
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
↓
SEC wrote to company
2021-03-16
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Summary
Generating summary...
↓
Company responded
2021-03-17
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
References: March 16, 2021
Summary
Generating summary...
↓
Company responded
2021-03-23
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Summary
Generating summary...
↓
Company responded
2021-03-23
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
↓
Company responded
2021-03-23
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
References: March 22, 2021
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-03-22
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-03-16
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Summary
Generating summary...
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-03-10
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2021-03-10
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Awaiting Response
0 company response(s)
High
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2021-02-18
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Summary
Generating summary...
↓
↓
↓
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-02-04
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
↓
Company responded
2021-02-05
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Summary
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-02-02
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Summary
Generating summary...
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2021-01-28
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
↓
Company responded
2021-02-02
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
↓
Company responded
2021-02-02
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-01-28
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Summary
Generating summary...
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-01-21
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-01-21
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2021-01-08
Alfi, Inc. (ALFIQ) (CIK 0001833908)
References: December 23, 2020
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-01-08
ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
Summary
Generating summary...
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2005-03-03
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
↓
Company responded
2005-04-19
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
References: April 18, 2005
↓
Company responded
2021-01-06
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-12-22
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Summary
Generating summary...
Alpha Investment Inc. (ALPC) (CIK 0001616736)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-12-22
Alpha Investment Inc. (ALPC) (CIK 0001616736)
Summary
Generating summary...
Alpha Investment Inc. (ALPC) (CIK 0001616736)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-12-15
Alpha Investment Inc. (ALPC) (CIK 0001616736)
Summary
Generating summary...
↓
Company responded
2020-12-21
Alpha Investment Inc. (ALPC) (CIK 0001616736)
References: December 15, 2020
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-12-17
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-12-08
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
↓
Company responded
2020-12-16
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-12-09
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-11-25
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-11-24
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
↓
Company responded
2020-11-24
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-11-04
ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
Summary
Generating summary...
↓
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-10-29
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
↓
Company responded
2020-10-30
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Response Received
3 company response(s)
Medium - date proximity
SEC wrote to company
2020-09-25
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Summary
Generating summary...
↓
Company responded
2020-10-06
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
References: September 25, 2020
↓
Company responded
2020-10-26
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
↓
Company responded
2020-10-26
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-10-08
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-10-05
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Allegion plc (ALLE) (CIK 0001579241)
Awaiting Response
0 company response(s)
Medium
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-09-22
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
↓
Company responded
2020-09-23
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
Allegion plc (ALLE) (CIK 0001579241)
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2020-09-23
Allegion plc (ALLE) (CIK 0001579241)
References: September 17, 2020
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-09-16
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-08-27
ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
Summary
Generating summary...
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-08-21
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2020-07-31
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2020-07-29
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
References: February 28, 2020
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2020-06-15
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
↓
Company responded
2020-06-25
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
References: June 12, 2020
Summary
Generating summary...
↓
Company responded
2020-07-01
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-06-18
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Summary
Generating summary...
↓
Company responded
2020-06-23
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Summary
Generating summary...
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2020-06-15
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
References: May 20, 2020
Summary
Generating summary...
↓
Company responded
2020-06-17
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
References: May 20, 2020
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2020-06-10
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
Summary
Generating summary...
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2020-05-15
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
Summary
Generating summary...
↓
Company responded
2020-05-18
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
References: May 15, 2020
↓
Company responded
2020-05-22
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
↓
Company responded
2020-05-22
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-05-20
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
References: April 13, 2020
ALLIENT INC (ALNT) (CIK 0000046129)
Awaiting Response
0 company response(s)
Medium
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-04-20
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Summary
Generating summary...
↓
Company responded
2020-04-20
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Summary
Generating summary...
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2020-04-16
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
↓
Company responded
2020-04-17
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2020-04-17
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
↓
Company responded
2020-04-20
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2020-04-20
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
Altair Engineering Inc. (ALTR) (CIK 0001701732)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-04-17
Altair Engineering Inc. (ALTR) (CIK 0001701732)
ALLIENT INC (ALNT) (CIK 0000046129)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2020-04-09
ALLIENT INC (ALNT) (CIK 0000046129)
Summary
Generating summary...
↓
Company responded
2020-04-16
ALLIENT INC (ALNT) (CIK 0000046129)
References: April 9, 2020
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-04-13
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
Summary
Generating summary...
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-04-01
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Summary
Generating summary...
↓
Company responded
2020-04-01
ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-02-28
Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2020-02-24
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Summary
Generating summary...
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2020-01-28
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
↓
Company responded
2020-02-03
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Alector, Inc. (ALEC) (CIK 0001653087)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Alector, Inc. (ALEC) (CIK 0001653087)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2020-01-27
Alector, Inc. (ALEC) (CIK 0001653087)
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2016-08-03
AIR LEASE CORP
References: July 29, 2016 | July 8, 2016 | June 7, 2016
AIR LEASE CORP
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2016-07-08
AIR LEASE CORP
References: June 7, 2016
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2015-05-05
AIR LEASE CORP
Summary
Generating summary...
AIR LEASE CORP
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2015-04-17
AIR LEASE CORP
References: April 3, 2015 | March 11, 2011
AIR LEASE CORP
Response Received
4 company response(s)
High - file number match
↓
Company responded
2013-06-03
AIR LEASE CORP
References: May 29, 2013
Summary
Generating summary...
↓
Company responded
2013-06-11
AIR LEASE CORP
References: June 6, 2013 | May 29, 2013
Summary
Generating summary...
↓
↓
AIR LEASE CORP
Awaiting Response
0 company response(s)
High
SEC wrote to company
2013-06-06
AIR LEASE CORP
References: May 29,
2013 | May 29, 2013
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2012-04-25
AIR LEASE CORP
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2012-04-10
AIR LEASE CORP
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP
Response Received
4 company response(s)
High - file number match
↓
SEC wrote to company
2011-07-25
AIR LEASE CORP
References: May 19, 2011
Summary
Generating summary...
↓
↓
↓
Company responded
2011-09-02
AIR LEASE CORP
References: July 25, 2011
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-09-01
AIR LEASE CORP
References: July 25, 2011
Summary
Generating summary...
AIR LEASE CORP
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2011-05-19
AIR LEASE CORP
Summary
Generating summary...
AIR LEASE CORP
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2011-02-10
AIR LEASE CORP
Summary
Generating summary...
↓
↓
Company responded
2011-02-22
AIR LEASE CORP
References: February 10, 2011
Summary
Generating summary...
↓
Company responded
2011-03-11
AIR LEASE CORP
References: February 10, 2011 | February 22, 2011 | March 7, 2011
Summary
Generating summary...
↓
Company responded
2011-03-25
AIR LEASE CORP
References: March 11, 2011 | March 21, 2011 | March 7, 2011
Summary
Generating summary...
↓
↓
AIR LEASE CORP
Awaiting Response
0 company response(s)
High
AIR LEASE CORP
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-03-07
AIR LEASE CORP
References: February 10, 2011
Summary
Generating summary...
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2005-09-20
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
↓
Company responded
2005-10-31
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
References: September 20,
2005
Summary
Generating summary...
↓
Company responded
2005-11-22
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
References: November 10, 2005
↓
Company responded
2005-11-30
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
References: November 28, 2005
↓
Company responded
2005-12-01
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
ALCON INC (ALC) (CIK 0001167379)
Response Received
1 company response(s)
High - file number match
↓
Company responded
2005-12-01
ALCON INC (ALC) (CIK 0001167379)
References: November 18, 2005
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2005-11-30
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2005-11-21
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
Generating summary...
ALEXANDERS INC (ALX) (CIK 0000003499)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2005-10-20
ALEXANDERS INC (ALX) (CIK 0000003499)
Summary
Generating summary...
↓
Company responded
2005-10-26
ALEXANDERS INC (ALX) (CIK 0000003499)
References: October 20, 2005
Summary
Generating summary...
ALAMO GROUP INC (ALG) (CIK 0000897077)
Awaiting Response
0 company response(s)
High
ALAMO GROUP INC (ALG) (CIK 0000897077)
Response Received
2 company response(s)
High - file number match
↓
Company responded
2005-10-12
ALAMO GROUP INC (ALG) (CIK 0000897077)
References: September 26, 2005
Summary
Generating summary...
↓
ASTRO MED INC /NEW/ (ALOT) (CIK 0000008146)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2005-06-27
ASTRO MED INC /NEW/ (ALOT) (CIK 0000008146)
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2005-05-19
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Summary
Generating summary...
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2005-03-30
ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2004-12-03
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-30 | SEC Comment Letter | AIR LEASE CORP | DE | 001-35121 | Read Filing View |
| 2025-05-28 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2025-05-07 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2025-04-30 | SEC Comment Letter | AIR LEASE CORP | DE | 001-35121 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-02-26 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2025-02-13 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-02-10 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2025-01-30 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2025-01-17 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-12-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-12-19 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-11-27 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | 333-283429 | Read Filing View |
| 2024-11-26 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2024-11-22 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-11-18 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-11-12 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-11-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-11-07 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-10-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-10-07 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-10-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-09-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-09-16 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-09-12 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2024-09-11 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-09-11 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2024-09-05 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-09-04 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-08-29 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-08-20 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-08-09 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-07-30 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2024-07-29 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2024-07-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 333-280815 | Read Filing View |
| 2024-07-22 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2024-07-17 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-17 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-11 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-07-08 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | 000-56491 | Read Filing View |
| 2024-06-27 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2024-06-11 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2024-06-06 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-06-06 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-05-28 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | 000-56491 | Read Filing View |
| 2024-05-22 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-05-14 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2024-05-14 | SEC Comment Letter | AIR LEASE CORP | DE | 333-279152 | Read Filing View |
| 2024-04-23 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2024-04-22 | Company Response | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2024-04-09 | SEC Comment Letter | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | 377-07113 | Read Filing View |
| 2024-03-19 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 333-277951 | Read Filing View |
| 2024-03-18 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-03-18 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-03-14 | SEC Comment Letter | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | 377-07113 | Read Filing View |
| 2024-03-13 | SEC Comment Letter | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | 333-277753 | Read Filing View |
| 2024-03-01 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-02-29 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2024-02-27 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2024-02-22 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2024-01-30 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2024-01-23 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2024-01-17 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2024-01-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2024-01-09 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2024-01-04 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-12-28 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2023-12-27 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2023-12-26 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-12-19 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-12-18 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-12-15 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2023-12-07 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2023-12-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-12-05 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-12-04 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-11-21 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2023-11-17 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-11-17 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-11-17 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2023-11-17 | SEC Comment Letter | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2023-11-15 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-11-14 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-11-01 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-10-30 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-10-23 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-10-19 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-09-28 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2023-09-28 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2023-09-27 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-09-26 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-09-25 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-09-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-09-22 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-09-11 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-08-31 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-08-21 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-08-17 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-08-15 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-08-04 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-08-02 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-28 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-07-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-13 | SEC Comment Letter | ATLANTICA INC (ALDA) (CIK 0001062506) | Hobe Sound, FL | N/A | Read Filing View |
| 2023-07-11 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-10 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-07-10 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-07-07 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-06-29 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2023-06-29 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2023-06-28 | SEC Comment Letter | ATLANTICA INC (ALDA) (CIK 0001062506) | Hobe Sound, FL | N/A | Read Filing View |
| 2023-06-22 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-06-12 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-05-25 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-19 | SEC Comment Letter | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-19 | Company Response | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-16 | SEC Comment Letter | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-15 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-11 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2023-04-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2023-04-26 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-04-21 | Company Response | Almco Plumbing Inc (ALMP) (CIK 0001956237) | San Diego, CA | N/A | Read Filing View |
| 2023-04-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-30 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2023-03-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-10 | SEC Comment Letter | Almco Plumbing Inc (ALMP) (CIK 0001956237) | San Diego, CA | N/A | Read Filing View |
| 2023-03-08 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-03-07 | SEC Comment Letter | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2023-03-06 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-03-06 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-02 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-21 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-02-16 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-16 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-02-14 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-02-13 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-02-08 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-02-07 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-06 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2023-02-03 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-01-30 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-01-26 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2023-01-09 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-27 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-19 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-12-15 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-13 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-12-08 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2022-12-06 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2022-12-01 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-01 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-11-29 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-29 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-18 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-17 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-16 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-11-14 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-11-14 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-04 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-03 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-10-28 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-10-26 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-10-20 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-10-14 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-10-12 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-09-28 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-09-27 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-09-22 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-09-22 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-09-21 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-09-21 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-15 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-14 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-09-08 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-01 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-31 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-08-30 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-25 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-19 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-17 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-08-10 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-08-10 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-08 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-05 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-08-03 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-25 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-19 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-07-15 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-07-13 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-07 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-07-01 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-30 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-06-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-06-27 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-06-23 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-06 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-06-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-05-31 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-26 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-26 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-25 | SEC Comment Letter | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-19 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-05-18 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-05-18 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-13 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-05-12 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-11 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-06 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-04-28 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2022-04-27 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-04-25 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-04-19 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-04-14 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-04-04 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-03-11 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-02-09 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-02-08 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-02-01 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-31 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-01-18 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-12 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-07 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-01-03 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-12-14 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-08 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-11-22 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-11-17 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-11-16 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-11-16 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-11-08 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-10-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2021-10-25 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-10-18 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-14 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-06 | Company Response | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2021-10-01 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2021-09-30 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-09-29 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-09-24 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-09-21 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-09-01 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-19 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-19 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2021-08-18 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-08-18 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2021-07-22 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-07-07 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-07-01 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-21 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-03 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-04-29 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-29 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-27 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-27 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-26 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-22 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-20 | SEC Comment Letter | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-04-13 | Company Response | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2021-04-09 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-04-09 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-04-02 | Company Response | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-03-29 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-26 | SEC Comment Letter | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-03-24 | SEC Comment Letter | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-22 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-22 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-17 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-17 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-17 | SEC Comment Letter | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2021-03-16 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-16 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-12 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-10 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-03-10 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-03-03 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-02 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-25 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-22 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-22 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-18 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-18 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-09 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-05 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2021-02-04 | SEC Comment Letter | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2021-02-02 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-02-02 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-02-02 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-01-28 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-01-28 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-01-08 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-01-08 | SEC Comment Letter | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-01-06 | Company Response | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2020-12-23 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2020-12-22 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-22 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-22 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2020-12-21 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-21 | Company Response | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-17 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-16 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-12-15 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-15 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-12-11 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-09 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-08 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-12-02 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-25 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-24 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-11-24 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-11-13 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-04 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-11-04 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-10-30 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-10-29 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-10-27 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-10-26 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-26 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-20 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-10-08 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-10-06 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-05 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-09-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-09-25 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-09-24 | SEC Comment Letter | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-23 | Company Response | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-23 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2020-09-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2020-09-17 | SEC Comment Letter | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-16 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-09-11 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-09-04 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-09-03 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-08-27 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-08-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-08-03 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-07-31 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-07-29 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-07-23 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-07-01 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-30 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-25 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-23 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-06-18 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-06-17 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-15 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-15 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-10 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-05-22 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-05-22 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-05-20 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-05-18 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-05-15 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-04-24 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2020-04-20 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-16 | Company Response | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-16 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-15 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-13 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-04-09 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-09 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-04-01 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-03-26 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-02-28 | SEC Comment Letter | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-02-24 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-02-03 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-01-28 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-01-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2020-01-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2016-08-09 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-08-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-07-29 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-07-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-06-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-05-05 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-04-17 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-04-03 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-06 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-05-29 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-25 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-24 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-03-22 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-01 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-08-22 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-07-25 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-07-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-05-19 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-25 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-21 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-07 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-22 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2005-12-01 | Company Response | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-12-01 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-30 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-30 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-29 | SEC Comment Letter | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-11-22 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-21 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-10-31 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-10-26 | Company Response | ALEXANDERS INC (ALX) (CIK 0000003499) | New York, NY | N/A | Read Filing View |
| 2005-10-24 | SEC Comment Letter | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-10-20 | Company Response | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-10-20 | SEC Comment Letter | ALEXANDERS INC (ALX) (CIK 0000003499) | New York, NY | N/A | Read Filing View |
| 2005-10-12 | Company Response | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-09-26 | SEC Comment Letter | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-09-20 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-06-27 | SEC Comment Letter | ASTRO MED INC /NEW/ (ALOT) (CIK 0000008146) | West Warwick, RI | N/A | Read Filing View |
| 2005-05-19 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2005-04-19 | Company Response | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2005-03-30 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2005-03-03 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2004-12-03 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-30 | SEC Comment Letter | AIR LEASE CORP | DE | 001-35121 | Read Filing View |
| 2025-04-30 | SEC Comment Letter | AIR LEASE CORP | DE | 001-35121 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-02-13 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-02-10 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-12-19 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-11-27 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | 333-283429 | Read Filing View |
| 2024-11-18 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-11-07 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-10-07 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-09-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-09-16 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-09-11 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-09-05 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-08-29 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-08-20 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-07-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 333-280815 | Read Filing View |
| 2024-07-17 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-17 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-11 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | 001-38864 | Read Filing View |
| 2024-07-08 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | 000-56491 | Read Filing View |
| 2024-06-27 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2024-05-28 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | 000-56491 | Read Filing View |
| 2024-05-14 | SEC Comment Letter | AIR LEASE CORP | DE | 333-279152 | Read Filing View |
| 2024-04-09 | SEC Comment Letter | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | 377-07113 | Read Filing View |
| 2024-03-19 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 333-277951 | Read Filing View |
| 2024-03-14 | SEC Comment Letter | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | 377-07113 | Read Filing View |
| 2024-03-13 | SEC Comment Letter | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | 333-277753 | Read Filing View |
| 2024-02-29 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2024-02-27 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2024-01-30 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2024-01-17 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2024-01-09 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2023-12-28 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2023-12-27 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2023-12-26 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-12-19 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-12-07 | SEC Comment Letter | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | 377-06951 | Read Filing View |
| 2023-12-05 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-12-04 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-11-21 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2023-11-17 | SEC Comment Letter | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2023-11-14 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-10-23 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-10-19 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-09-28 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2023-09-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-08-31 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-08-21 | SEC Comment Letter | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-08-15 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-08-04 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | 001-15264 | Read Filing View |
| 2023-07-28 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-07-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-13 | SEC Comment Letter | ATLANTICA INC (ALDA) (CIK 0001062506) | Hobe Sound, FL | N/A | Read Filing View |
| 2023-07-10 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-06-29 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2023-06-28 | SEC Comment Letter | ATLANTICA INC (ALDA) (CIK 0001062506) | Hobe Sound, FL | N/A | Read Filing View |
| 2023-06-22 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-06-12 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-05-19 | SEC Comment Letter | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-16 | SEC Comment Letter | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-11 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-03-30 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2023-03-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-10 | SEC Comment Letter | Almco Plumbing Inc (ALMP) (CIK 0001956237) | San Diego, CA | N/A | Read Filing View |
| 2023-03-08 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-03-07 | SEC Comment Letter | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2023-03-02 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-21 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-02-16 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-02-13 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-02-07 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-06 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2023-02-03 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-01-30 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-19 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-12-06 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2022-12-01 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-11-29 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-29 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-14 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-04 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-03 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-10-20 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-09-22 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-09-21 | SEC Comment Letter | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-09-14 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-08-31 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-08-30 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-25 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-17 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-08-10 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-03 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-15 | SEC Comment Letter | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-07-13 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-07 | SEC Comment Letter | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-07-01 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-23 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-06 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-05-26 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-25 | SEC Comment Letter | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-18 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-05-18 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-12 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-04-27 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-04-19 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-04-14 | SEC Comment Letter | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-03-11 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-01-31 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-01-12 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-03 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-11-17 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2021-10-25 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-10-14 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-01 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2021-09-24 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-09-21 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-19 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-18 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2021-07-22 | SEC Comment Letter | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-07-07 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-06-21 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-03 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-04-22 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-20 | SEC Comment Letter | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-03-26 | SEC Comment Letter | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-03-24 | SEC Comment Letter | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-22 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-17 | SEC Comment Letter | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2021-03-16 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-16 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-10 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-02-25 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-18 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-04 | SEC Comment Letter | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2021-02-02 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-01-28 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-01-28 | SEC Comment Letter | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2021-01-21 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-01-08 | SEC Comment Letter | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2020-12-23 | SEC Comment Letter | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2020-12-22 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-22 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2020-12-17 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-15 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-09 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-08 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-11-25 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-24 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-11-04 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-10-29 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-10-08 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-10-05 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-09-25 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-09-24 | SEC Comment Letter | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2020-09-17 | SEC Comment Letter | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-16 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-08-27 | SEC Comment Letter | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-08-21 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-07-23 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-06-30 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-18 | SEC Comment Letter | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-06-15 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-15 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-05-20 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-05-15 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-04-24 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2020-04-17 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-16 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-13 | SEC Comment Letter | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-04-09 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-01 | SEC Comment Letter | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-03-26 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-02-28 | SEC Comment Letter | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-01-28 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2016-08-09 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-07-29 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-06-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-05-05 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-04-03 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-06 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-05-29 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-25 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-03-22 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-01 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-07-25 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-05-19 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-21 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-07 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-10 | SEC Comment Letter | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2005-11-30 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-29 | SEC Comment Letter | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-11-21 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-10-24 | SEC Comment Letter | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-10-20 | SEC Comment Letter | ALEXANDERS INC (ALX) (CIK 0000003499) | New York, NY | N/A | Read Filing View |
| 2005-09-26 | SEC Comment Letter | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-09-20 | SEC Comment Letter | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-06-27 | SEC Comment Letter | ASTRO MED INC /NEW/ (ALOT) (CIK 0000008146) | West Warwick, RI | N/A | Read Filing View |
| 2005-05-19 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2005-03-30 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2005-03-03 | SEC Comment Letter | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-28 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2025-05-07 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2025-02-26 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2025-01-30 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2025-01-17 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-12-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-11-26 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2024-11-22 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-11-12 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-11-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-10-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-10-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-09-12 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2024-09-11 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2024-09-04 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-08-09 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2024-07-30 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2024-07-29 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2024-07-22 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2024-06-11 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2024-06-06 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-06-06 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-05-22 | Company Response | Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) | New York, NY | N/A | Read Filing View |
| 2024-05-14 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2024-04-23 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2024-04-22 | Company Response | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2024-03-18 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-03-18 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-03-01 | Company Response | Astera Labs, Inc. (ALAB) (CIK 0001736297) | Santa Clara, CA | N/A | Read Filing View |
| 2024-02-22 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2024-01-23 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2024-01-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2024-01-04 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-12-18 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-12-15 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2023-12-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-11-17 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-11-17 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-11-17 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2023-11-15 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-11-01 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-10-30 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-09-28 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2023-09-27 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-09-26 | Company Response | Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303) | Shannon, Co. Clare V14 E3 70, L2 | N/A | Read Filing View |
| 2023-09-25 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-09-22 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-09-11 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-08-17 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2023-08-02 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-11 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-10 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-07-07 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-06-29 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2023-05-25 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-19 | Company Response | Alkermes plc. (ALKS) (CIK 0001520262) | Dublin 4, L2 | N/A | Read Filing View |
| 2023-05-15 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2023-04-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2023-04-26 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-04-21 | Company Response | Almco Plumbing Inc (ALMP) (CIK 0001956237) | San Diego, CA | N/A | Read Filing View |
| 2023-04-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-03-06 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-03-06 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-16 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2023-02-14 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-02-08 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-01-26 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2023-01-09 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-27 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-15 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-13 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-12-08 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2022-12-01 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-11-18 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-11-17 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2022-11-16 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-11-14 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-10-28 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2022-10-26 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-10-14 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-10-12 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-09-28 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | N/A | Read Filing View |
| 2022-09-27 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-09-22 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-09-21 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-15 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-08 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-09-01 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-19 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2022-08-10 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-08-08 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-05 | Company Response | ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) | Singapore, U0 | N/A | Read Filing View |
| 2022-07-25 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-19 | Company Response | ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) | Haidian District, Beijing, F4 | N/A | Read Filing View |
| 2022-06-30 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2022-06-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-06-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-06-27 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-06-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-05-31 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-26 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-19 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-05-13 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-05-11 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-06 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-04-28 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2022-04-25 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2022-04-04 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-02-09 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-02-08 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-02-01 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-01-18 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-07 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-12-14 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-09 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-12-08 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-11-22 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-11-16 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-11-16 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-11-08 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-10-18 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-06 | Company Response | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2021-09-30 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-09-29 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-09-01 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-19 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2021-08-18 | Company Response | Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111) | New York, NY | N/A | Read Filing View |
| 2021-07-01 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-06-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2021-04-29 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-29 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-27 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-27 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-26 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-04-13 | Company Response | Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) | Lexington, MA | N/A | Read Filing View |
| 2021-04-09 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-04-09 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-04-02 | Company Response | ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051) | Northbrook, IL | N/A | Read Filing View |
| 2021-03-29 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-23 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-22 | Company Response | ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274) | Plano, TX | N/A | Read Filing View |
| 2021-03-17 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-17 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-12 | Company Response | Alignment Healthcare, Inc. (ALHC) (CIK 0001832466) | Orange, CA | N/A | Read Filing View |
| 2021-03-10 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-03-03 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-03-02 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-22 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-22 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-18 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2021-02-09 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-02-05 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2021-02-02 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-02-02 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2021-01-08 | Company Response | Alfi, Inc. (ALFIQ) (CIK 0001833908) | Miami Beach, DC | N/A | Read Filing View |
| 2021-01-06 | Company Response | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2020-12-22 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-21 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-21 | Company Response | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-16 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-12-15 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-12-11 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-02 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-24 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-11-13 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-04 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-10-30 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-10-27 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-10-26 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-26 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-20 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-10-06 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-09-28 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-09-23 | Company Response | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | N/A | Read Filing View |
| 2020-09-23 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2020-09-11 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-09-04 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-09-03 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-08-03 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-07-31 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-07-29 | Company Response | Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698) | Phoenix, AZ | N/A | Read Filing View |
| 2020-07-01 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-25 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-06-23 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-06-17 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-10 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-05-22 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-05-22 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-05-18 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Las Vegas, NV | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-20 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-16 | Company Response | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-15 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-09 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2020-04-01 | Company Response | ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) | Livonia, MI | N/A | Read Filing View |
| 2020-02-24 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-02-03 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Sacramento, CA | N/A | Read Filing View |
| 2020-01-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2020-01-27 | Company Response | Alector, Inc. (ALEC) (CIK 0001653087) | South San Francisco, CA | N/A | Read Filing View |
| 2016-08-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2016-07-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2015-04-17 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2013-06-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-24 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2012-04-03 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-08-22 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-07-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-25 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-03-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-22 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2011-02-11 | Company Response | AIR LEASE CORP | DE | N/A | Read Filing View |
| 2005-12-01 | Company Response | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-12-01 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-30 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-11-22 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-10-31 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
| 2005-10-26 | Company Response | ALEXANDERS INC (ALX) (CIK 0000003499) | New York, NY | N/A | Read Filing View |
| 2005-10-20 | Company Response | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-10-12 | Company Response | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-04-19 | Company Response | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2004-12-03 | Company Response | Alto Ingredients, Inc. (ALTO) (CIK 0000778164) | Fresno, CA | N/A | Read Filing View |
2025-05-30 - UPLOAD - AIR LEASE CORP File: 001-35121
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 30, 2025 Gregory Willis Executive Vice President and Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, California 90067 Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-35121 Dear Gregory Willis: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Sincerely, Division of Corporation Finance Office of Trade & Services </TEXT> </DOCUMENT>
2025-05-28 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm CORRESP John-Paul Motley T: +1 213 561 3204 jpmotley@cooley.com VIA EDGAR May 28, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Suying Li, Rufus Decker Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-35121 Ladies and Gentlemen: On behalf of our client, Air Lease Corporation (the “ Company ”), we submit this letter in response to the verbal comments (the “ Verbal Comments ”) received in a telephone conversation between the Company and the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) on May 15, 2025 regarding the Company’s response to Comments #1 and #2 in the Company’s letter dated May 7, 2025, responding to the letter dated April 30, 2025 from the Staff to the Company commenting on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 13, 2025. Set forth below is the Company’s response to the Verbal Comments. The Staff’s Verbal Comments are repeated in bold and are followed by the Company’s responses. Verbal Comments of the Staff communicated on May 15, 2025 1. For the Company’s presentation of “Other assets” in its consolidated balance sheets, the Staff will not object to the presentation if it is revised to disclose, as separate line items, the Company’s flight equipment held for sale and net investment in sales-type leases. Similarly, for the Company’s presentation of “Security deposits and maintenance reserves on flight equipment leases” in its consolidated balance sheets, the Staff will not object to the presentation if it revised to disclose “Security deposits on flight equipment leases” and “Maintenance reserves on flight equipment leases” as separate line items. Beginning with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 and in future filings with the Commission, the Company will present flight equipment held for sale, net investment in sales-type leases, security deposits on flight equipment leases and maintenance reserves on flight equipment leases as separate line items on its consolidated balance sheets. In addition, the Company will include footnote disclosure showing the disaggregated components included in “Other assets” and “Accrued interest and other payables” in the Company’s consolidated balance sheets. Please refer to Appendix A for the proposed revised disclosures. 2. For the Company’s presentation of “Revenues” in its consolidated statements of income and other comprehensive income, the Staff will not object to the presentation if it is revised to (i) disaggregate, as separate line items, “Lease rentals” and “Maintenance rentals and other receipts” within the Company’s “Rental of flight equipment” line item, and (ii) the caption is revised from “Revenues” to “Revenues and other income.” Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com May 28,2025 Page Two Beginning with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 and in future filings with the Commission, the Company will disaggregate “Rental of flight equipment” revenue into separate line items that disclose “Lease rentals” revenue and “Maintenance rentals and other receipts” revenue on its consolidated statements of income and other comprehensive income. Please refer to Appendix A for the proposed revised disclosures. * * * Please do not hesitate to contact me at (213) 561-3204 or via e-mail at jpmotley@cooley.com if you have any questions. Sincerely, /s/ John-Paul Motley John-Paul Motley Cooley LLP cc: John L. Plueger, Air Lease Corporation Gregory B. Willis, Air Lease Corporation Carol Forsyte, Air Lease Corporation Logan Tiari, Cooley LLP Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com Appendix A Air Lease Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS (In thousands, except share and par value amounts) June 30, 2025 December 31, 2024 (unaudited) Assets Cash and cash equivalents [ *] [ *] Restricted cash [ *] [ *] Flight equipment subject to operating leases [ *] [ *] Less accumulated depreciation [ *] [ *] [ *] [ *] Deposits on flight equipment purchases [ *] [ *] Flight equipment held for sale [ *] [ *] Net investment in sales-type leases [ *] [ *] Other assets [ *] [ *] Total assets [ *] [ *] Liabilities and Shareholders’ Equity [ *] [ *] Accrued interest and other payables [ *] [ *] Security deposits on flight equipment leases [ *] [ *] Maintenance reserves on flight equipment leases [ *] [ *] Debt financing, net of discounts and issuance costs [ *] [ *] Rentals received in advance [ *] [ *] Deferred tax liability [ *] [ *] Total liabilities [ *] [ *] Air Lease Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (In thousands, except share and per share amounts) Three Months Ended June 30, 2025 2024 (unaudited) Revenues and other income Rental of flight equipment revenue Lease rentals [ *] [ *] Maintenance rentals and other receipts [ *] [ *] Total rental of flight equipment revenue [ *] [ *] Gain on aircraft sales and trading and other income [ *] [ *] Total revenues and other income [ *] [ *] Air Lease Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note [*]. Other Assets Other assets consisted of the following as of June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 (in thousands) Lease incentives, net [ *] [ *] Straight-line rentals and prepaid expenses [ *] [ *] Lease receivables [ *] [ *] Buyer furnished equipment [ *] [ *] Investments in managed vehicles [ *] [ *] Capitalized interest [ *] [ *] Other assets [ *] [ *] [ *] [ *] Note [*]. Accrued Interest and Other Payables Accrued interest and other payables consisted of the following as of June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 (in thousands) Purchase deposits on aircraft sales [ *] [ *] Lessor contributions [ *] [ *] Accounts payable and accrued expenses [ *] [ *] Accrued interest [ *] [ *] Other liabilities [ *] [ *] [ *] [ *]
2025-05-07 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm CORRESP John-Paul Motley VIA EDGAR T: +1 213 561 3204 jpmotley@cooley.com May 7, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Suying Li, Rufus Decker Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-35121 Ladies and Gentlemen: On behalf of our client, Air Lease Corporation (the “ Company ”), we submit this letter in response to the comments received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated April 30, 2025 (the “ Comment Letter ”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 13, 2025 (the “ Annual Report ”). Set forth below are the Company’s responses to the Comment Letter. For the convenience of the Staff, the Staff’s comments are repeated below in bold and are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of the Annual Report. Form 10-K for Fiscal Year Ended December 31, 2024 Consolidated Financial Statements Consolidated Balance Sheets, page 66 1. Please disclose total current assets and total current liabilities for all periods presented. Refer to Rules 5-02.3, .8, .9 and .19 through .21 of Regulation S-X. Response: The Company purchases new commercial aircraft with a 25-year useful life and leases these assets to airlines, typically on operating leases, with lease terms ranging from eight to 12 years. At the end of the lease, the Company will either renew the lease, re-lease the aircraft to a different airline, or sell the aircraft to a third party. The Company operates in one line of business as described above and does not have any manufacturing, service or trading aspect to its business. ASC 210-10-45-1, 45-5 and Regulation S-X Rules 5-02.3, .8, .9 and .19 through .21 state that a classified balance sheet is typically required to present total current assets and total current liabilities separately; however, it also allows for exceptions based on the entity’s industry and the nature of the entity’s operations. ASC 210-10-45-3 and 45-4 clarify that when an entity’s operating cycle exceeds one year, as is the case with the Company’s long-term aircraft leasing arrangements, the length of that cycle may be used in place of the standard one-year period, and an unclassified presentation may be more relevant and appropriate for users. The operating cycle of an aircraft Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com May 7, 2025 Page Two leasing company exceeds one year, and it is not possible to define the cycle clearly as lease lengths vary. Typically, the balance sheets of leasing companies and real estate companies do not distinguish between current and noncurrent assets and liabilities. Since the Company’s main operations are related to the leasing of aircraft, presenting a classified balance sheet may not provide the most meaningful information to users of its financial statements. An unclassified balance sheet presentation is not uncommon to companies in this industry given the long-term nature of leasing operations. In addition, the Company has no working capital requirements or covenants that require the tracking of a classified balance sheet. The Company provides all required disclosures under Rules 5-02.3, 5-02.8, 5-02.9, and 5-02.19 through 5-02.21 in its financial statement footnotes, including the nature, composition, and timing of realization or settlement of key balance sheet items. Based on the discussion above, the Company believes that its current presentation is acceptable under ASC 210-10-45-1, 45-5 and related guidance in ASC 210-10-45-3 and 45-4, and Rules 5-02.3, .8, .9 through 5-02.21 of Regulation S-X, and is consistent with industry practices while providing decision-making and economically relevant information to the Company’s investors, analysts, and users of its financial statements. Consolidated Statements of Operations and Other Comprehensive Income/(Loss), page 67 2. Please include non-operating line items (e.g., interest expense and amortization of debt discounts and issuance costs) below your operating expense line items in your statements of operations. Refer to Rules 5-03.7 through .9 of Regulation S-X. Response: ASC 220-10 and Rules 5-03.7 through 5-03.9 of Regulation S-X provide general guidance for the presentation of the statement of operations but do not prescribe a specific format or require classification of interest expense as non-operating in all cases. ASC 220-10 permits flexibility in presentation based on the nature of the entity’s operations, and Rule 5-03 applies specific sequencing only when a subtotal such as “Operating Income” is presented. Since the Company uses a single-step income statement that does not include such a subtotal, the requirements to separate operating and non-operating items are not applicable. The Company operates a capital-intensive aircraft leasing business in which debt financing is fundamental to acquiring revenue-generating assets. Interest expense and related amortization are recurring and integral to the Company’s cost structure. Presenting these items within operating expenses better reflects the nature of the Company’s business and the direct linkage between financing and revenue generation. This presentation is consistent with financial reporting practices of other entities in similar industries where financing activities are core to operations. The Company provides full transparency of interest expense and related amortization on the face of the financial statements and in the accompanying notes. The disclosures include total amounts, components, and relevant debt terms, consistent with the requirements under U.S. GAAP and Regulation S-X. Based on the discussion above, the Company believes that its current presentation is acceptable under ASC 220-10 and Regulation S-X Rules 5-03.7 through 5-03.9 and provides a meaningful and representative view of the Company’s operating results in the context of its business model. Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com May 7, 2025 Page Three 3. Please remove dividends declared per share of common stock from your statements of operations. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release No. 33-10532. Response: Beginning with the Company’s Form 10-Q for the quarter ended March 31, 2025, the Company removed dividends declared per share of common stock from its statements of operations and will continue to do so in future filings with the Commission. This information will instead be presented in the consolidated statements of shareholders’ equity and/or disclosed in the notes to the consolidated financial statements, consistent with the guidance in ASC 505-10-S99-1, ASC 260-10-45-5, and SEC Release No. 33-10532. * * * Please do not hesitate to contact me at (213) 561-3204 or via e-mail at jpmotley@cooley.com if you have any questions. Sincerely, /s/ John-Paul Motley John-Paul Motley Cooley LLP cc: John L. Plueger, Air Lease Corporation Gregory B. Willis, Air Lease Corporation Carol Forsyte, Air Lease Corporation Logan Tiari, Cooley LLP Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com
2025-04-30 - UPLOAD - AIR LEASE CORP File: 001-35121
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 30, 2025 Gregory Willis Executive Vice President and Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, California 90067 Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-35121 Dear Gregory Willis: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2024 Consolidated Financial Statements Consolidated Balance Sheets, page 66 1. Please disclose total current assets and total current liabilities for all periods presented. Refer to Rules 5-02.3, .8, .9 and .19 through .21 of Regulation S-X. Consolidated Statements of Operations and Other Comprehensive Income/(Loss), page 67 2. Please include non-operating line items (e.g., interest expense and amortization of debt discounts and issuance costs) below your operating expense line items in your statements of operations. Refer to Rules 5-03.7 through .9 of Regulation S-X. 3. Please remove dividends declared per share of common stock from your statements of operations. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release No. 33- 10532. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. April 30, 2025 Page 2 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services </TEXT> </DOCUMENT>
2025-03-11 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) File: 000-56144
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 11, 2025 Matthew Reid Principal Executive Officer APPlife Digital Solutions, Inc. 50 California St., #1500 San Francisco, CA 94111 Re: APPlife Digital Solutions, Inc. Form 10-K for the Fiscal Year Ended June 30, 2024 File No. 000-56144 Dear Matthew Reid: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Sincerely, Division of Corporation Finance Office of Technology </TEXT> </DOCUMENT>
2025-02-26 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis February 26, 2025 United States Securities and Exchange Commission Division of Corporation Finance Attn: Amanda Kim 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Form 10-K for the Fiscal Year ended June 30, 2024 File No. 000-56144 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated February 13, 2025 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Form 10-K for the Fiscal Year ended June 30, 2024 Item 9A. Controls and Procedures, page 15 1.Please amend your filing to include Management’s annual report on internal control over financial reporting including a statement as to whether or not internal controls over financial reporting is effective. Refer to Item 308 of Regulation S-K. In addition, please ensure your future 10-K filings include this disclosure. See Item 9A – Controls and Procedures of Form 10-K. Response: We have amended the disclosure in Item 9A Controls and Procedures to include Management’s annual report on internal control over financial reporting and filed an amendment on Form 10-K/A. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2025-02-13 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) File: 000-56144
February 13, 2025
Matthew Reid
Principal Executive Officer
APPlife Digital Solutions, Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2024
File No. 000-56144
Dear Matthew Reid:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2024
Item 9A. Controls and Procedures, page 15
1.Please amend your filing to include Management’s annual report on internal control
over financial reporting including a statement as to whether or not internal control
over financial reporting is effective. Refer to Item 308 of Regulation S-K. In addition,
please ensure your future 10-K filings include this disclosure. See Item 9A - Controls
and Procedures of Form 10-K.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488
with any questions.
February 13, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
2025-02-10 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670) File: 001-12933
February 10, 2025
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-12933
Dear Fredrik Westin:
We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2025-01-30 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). January 30, 2025 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Andrew Blume and Kevin Woody Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 and October 18, 2024 File No. 001-12933 Dear Mr. Blume and Mr. Woody: We hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated December 19, 2024 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence). The Company has the following responses to the Staff’s comments in the Comment Letter. For your convenience, we have reproduced in italics below each comment from the Comment Letter with the response following. We have also numbered each of the Staff’s comments and referenced those numbers in the responses to assist the Staff in its review. Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), the Company requests confidential treatment for portions of its responses to Staff comment 1. Specifically, the Company requests that portions of its responses to Staff comment 1 that have been redacted from the version of this letter filed via the Commission’s EDGAR system and marked by bracketed asterisks “[***]” be maintained in confidence, not be made part of any public record and not be disclosed to any person, including in response to any request under the Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), as such response contains confidential information. An unredacted version of this letter is being provided to the Commission under separate cover along with the request for confidential treatment under Rule 83. Form 10-K for the Fiscal year Ended December 31, 2023 Notes to the Consolidated Financial Statements 1. Basis of Presentation Segment Reporting, page 60 Question 1: We note your response to prior comment 5 and have the following comments: • Please provide a more detailed description, with supporting examples, of the roles and responsibilities of the Division Presidents, and compare and contrast those roles with that of the EVP of Operations and the CEO. (1) FOIA Confidential Treatment Requested by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”) United States Securities and Exchange Commission Page 2 • In addition to the consolidated information for the Company, you describe three “other perspectives” of financial information in the EMT Financial Report, including Division financial performance information. You indicate the three other perspectives are not the primary tool used by the CODM in evaluating and deciding upon significant operating or strategic decisions and that it is helpful in understanding the efficiency of manufacturing operations within a geographic region. You also indicate that the financial or other impact on specific geographic regions may help inform resource allocation decisions. Please expand on your discussion of how this information is used, with supporting examples, including the following: • why financial performance information for Divisions is prepared and provided to the CODM; (2)(a) • what information comprises the Division financial performance information, and whether actual results are compared against forecast; (2)(b) • why the Division financial information includes costs that are allocated from the Global and Corporate Functions; (2)(c) • how it is used by the CODM, and why such use does not represent regular review by the CODM for the allocation of resources and assessment of performance at the Division level; (2)(d) and • how financial information for the Divisions is used by individuals that report to the CODM, such as the Division Presidents and EVP of Operations. (2)(e) • At the top of page 14 of your response, you indicate that the CEO meets with direct reports of a specific team at least monthly and reviews actual financial results for the Company by region at those meetings. Please describe the regional information reviewed by the CODM and what is discussed. (3) • You indicate that none of the Division forecasts are individually approved by the CFO and are only included in the consolidated forecast for final approval by the CEO. Please tell us what “included in the consolidated forecast” means, including whether the individual forecasts are provided to the CODM as part of the consolidated forecast and whether the CODM reviews them in approving the consolidated budget. (4) • You indicate that Divisions execute on the strategic plans given to them by the CEO. We also note your discussion of the Company’s forecasts. Please tell us what items a Division President is responsible for in the forecast of their Division. Please further tell us whether Division Presidents are responsible for operating within their respective forecast and what approvals are necessary, if any, if a Division Presidents wants or expects to exceed forecasted expenses or expenditures. (5) FOIA Confidential Treatment Requested by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”) United States Securities and Exchange Commission Page 3 RESPONSE Executive Summary As described in the Company’s initial response and further described below, the Company has determined that it has one operating segment. The CEO regularly reviews the consolidated financial information of the Company and makes decisions on how to allocate resources and assesses the performance of the Company based on such information. The Company has an EVP, Operations as well as Division Presidents, but the CEO is the only person that has the authority to make decisions to allocate resources and therefore is the Chief Operating Decision Maker (CODM). Although each Division President’s title includes a geographic designation (e.g., President of Americas), the responsibilities of a Division President are primarily limited to overseeing the manufacturing operations within a Division (or geographic area) and do not include responsibility for many of the activities that occur within a designated geographic area or region. For example, RD&E activities are managed globally even though different projects occur in different geographic regions. A Division President is also not responsible for all of the profit or loss that occurs within their geographic region. For example, sales decisions, product engineering and raw material sourcing decisions are all made at the global level using the consolidated financial information. This is why the financial measures that affect their compensation are based on global results and not divisional results (except for the President, Autoliv Europe who has a one-time, short-term incentive award tied to certain results of Division Europe that will not continue in 2025 as noted in the Company’s initial response). The purpose of the disclosure of segment information is, as stated in ASC 280-10-10-1: to provide information about the different types of business activities in which a public entity engages and the different economic environments in which it operates to help users of financial statements do all of the following: a. Better understand the public entity’s performance, b. Better assess its prospects for future net cash flows and c. Make more informed judgments about the public entity as a whole. Disaggregated information of the Company by geography does not further this understanding because: i. Responsibility for negotiating sales contracts, including pricing, [***]. Geographic revenue therefore is not useful to the CODM in assessing performance nor would it provide users with additional information about the Company’s performance, cash flow prospects or the Company’s consolidated operations. ii. [***]. Again, such information is not useful to the CODM in assessing performance and would not assist users in understanding the Company’s performance or prospects for future cash flows. FOIA Confidential Treatment Requested by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”) United States Securities and Exchange Commission Page 4 iii. [***]. The CODM does not use the geographic financial results in evaluating whether these costs are being managed well. [***]. Again, the geographic information would therefore not assist users in understanding the Company’s results or prospects. While the Division financial information is available to the CODM, it does not present the entire or complete picture of a geographic region. Many costs are allocated on a global basis—partly through transfer pricing for tax purposes—rather than being specifically tied to a specific region. Additionally, many of the inputs are determined on a global scale. These allocations vary from year to year based on the results of the Company. The change in these allocations, without any other change in the business operations, makes the consistency and comparability of the financial information difficult from period to period which reduces the usefulness of this information on making resource allocations. Additionally, given the CODM makes most of the decisions on a global basis, the Division financial information is not useful (i.e., cannot be used) for allocating resources given those decisions are not based on specific regions. Therefore, the Division financial information is not regularly reviewed by the CODM, as contemplated by ASC 280-10-50-1b, to make decisions regarding the allocation of resources or assess performance and is inconsistent with how the CODM manages the business. I. The roles and responsibilities of the EVP, Operations, the CEO and the Division Presidents are different and only the CEO has the authority to make decisions to allocate resources. (1) (5) Below is a detailed description of the roles and responsibilities of the CEO, EVP, Operations and Division President. CEO The CEO is the most senior executive officer in the organization. The CEO is supported by the Executive Management Team (EMT) and, more broadly, his other direct reports, to implement and execute on the strategic and operating decisions made by him. [***]. The CEO is the Company’s CODM. EVP, Operations The EVP, Operations reports to the CEO and leads the global Operations organization, which itself is responsible for the Autoliv industrial set-up (footprint), Autoliv Production System (APS), and overseeing the Company’s global product lines and global manufacturing engineering. This officer is responsible for executing on the strategic decisions made by the CEO that involve manufacturing, the product lines and facilities. The EVP, Operations has individuals within the various geographic regions that report to him. The current EVP, [***]. The EVP, Operations is responsible for overseeing the Company’s global operations and manufacturing functions. This includes developing and ensuring an efficient process for producing and delivering the Company’s products in a way that maximizes value while minimizing costs, time and waste. These efforts are carried out in close collaboration with the Division Presidents to optimize the Company’s industrial operations. [***]. FOIA Confidential Treatment Requested by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”) United States Securities and Exchange Commission Page 5 Division President The Company has four Division Presidents, each serving as the general manager of manufacturing operations for their respective geographic region. They oversee the combined roles and responsibilities of plant managers within the countries in their region. The vast majority of the Company’s headcount is in direct manufacturing. This requires a level of management to manage these personnel. However, primary decision-making authority resides not within the geographic regions but within the EMT. The authority of a Division President is limited with respect to overall business decisions within a geographic region. The primary role of the Division President is to successfully oversee the day-to-day manufacturing operational performance of their region [***] to execute on the strategic plans as ultimately determined by the CEO. [***]. This structure is why the Division Presidents’ (except for the one-time, short-term incentive award tied to certain results of Division Europe that will not continue in 2025 as noted in the Company’s initial response) compensation is not affected directly by divisional financial results, while it is affected directly by global financial results. [***]. [***]. Comparison and Supporting Examples of Each of the Roles of CEO, EVP, Operations and Division President A key strategy for the Company is to achieve and maintain cost competitiveness by continuously implementing productivity improvement programs, optimizing its production footprint, and undertaking restructuring and capacity alignment initiatives, along with other measures to manage its cost structure. The CEO, EVP, Operations and Division Presidents are all responsible for ensuring the operational efficiency of the Company, but they do so at different levels and to a different extent. The CEO focuses on the global strategy and long-term direction of the Company, the EVP, Operations is focused on managing operational efficiency on a global basis and ensuring the implementation of the Company’s processes and procedures across the group, and the Division Presidents are focused on overseeing the day-to-day operations of the facilities within their region. The CEO, the EVP, Operations and Divisions Presidents have different roles when carrying out the Company’s operational initiatives. [***] This decision was part of the Company’s 1P1P strategy that focuses on product and process standardization and reducing cost and complexity on a global basis. [***]. II. The Division Presidents do not have autonomy in a geographic region and are not responsible for all activities that take place within a geographic region. They are primarily responsible for the efficiency of the manufacturing operations of the Company within a particular region. (1), (5) The primary role of the Division President is to execute on the strategic plans as ultimately determined by the CEO and oversee the manufacturing operations in their region. [***]. The Division Presidents oversee the plant managers and help to ensure efficient manufacturing operations in the short-term. [***] As noted above, the Division Presidents do not have autonomy to operate without oversight from the CEO or the input from the Global Functions or Corporate Functions and do not manage or oversee the overall profitability of the products sold or manufactured in their respective region. Most of the activities that impact revenue, costs and profitability that occur within a specific region are outside of the control of the Division President. [***] FOIA Confidential Treatment Requested by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”) United States Securities and Exchange C
2025-01-17 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP January 17, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, DC 20549 Attn: Kevin Woody and Andrew Blume Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 and October 18, 2024 Response dated November 22, 2024 File No. 001-12933 Dear Mr. Woody and Mr. Blume: We are in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated December 19, 2024 (the “Comment Letter”). As discussed with the Staff, we are writing to confirm that we will respond to the Comment Letter by January 31, 2025. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Frederik Westin Frederik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dave Brown, Alston & Bird LLP
2024-12-27 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP December 27, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, DC 20549 Attn: Kevin Woody and Andrew Blume Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 and October 18, 2024 Response dated November 22, 2024 File No. 001-12933 Dear Mr. Woody and Mr. Blume: We are in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated December 19, 2024 (the “Comment Letter”). As discussed with the Staff, we are writing to confirm that we will respond to the Comment Letter by January 17, 2024. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Frederik Westin Frederik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dave Brown, Alston & Bird LLP
2024-12-19 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670) File: 001-12933
December 19, 2024
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Forms 8-K Furnished July 19, 2024 and October 18, 2024
Response dated November 22, 2024
File No. 001-12933
Dear Fredrik Westin:
We have reviewed your November 22, 2024 response to our comment letter and have
the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
7, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
1. Basis of Presentation
Segment Reporting, page 60
We note your response to prior comment 5 and have the following comments:
•Please provide a more detailed description, with supporting examples, of the roles
and responsibilities of the Division Presidents, and compare and contrast those
roles with that of the EVP of Operations and the CEO.
In addition to the consolidated information for the Company, you describe three •1.
December 19, 2024
Page 2
“other perspectives” of financial information in the EMT Financial Report,
including Division financial performance information. You indicate the three
other perspectives are not the primary tool used by the CODM in evaluating and
deciding upon significant operating or strategic decisions and that it is helpful in
understanding the efficiency of manufacturing operations within a geographic
region. You also indicate that the financial or other impact on specific geographic
regions may help inform resource allocation decisions. Please expand on your
discussion of how this information is used, with supporting examples, including
the following:
owhy financial performance information for Divisions is prepared and
provided to the CODM;
owhat information comprises the Division financial performance information,
and whether actual results are compared against forecast;
owhy the Division financial information includes costs that are allocated from
the Global and Corporate Functions;
ohow it is used by the CODM, and why such use does not represent regular
review by the CODM for the allocation of resources and assessment of
performance at the Division level; and
ohow financial information for the Divisions is used by individuals that report
to the CODM, such as the Division Presidents and EVP of Operations.
•At the top of page 14 of your response, you indicate that the CEO meets with
direct reports of a specific team at least monthly and reviews actual financial
results for the Company by region at those meetings. Please describe the regional
information reviewed by the CODM and what is discussed.
•You indicate that none of the Division forecasts are individually approved by the
CFO and are only included in the consolidated forecast for final approval by the
CEO. Please tell us what “included in the consolidated forecast” means, including
whether the individual forecasts are provided to the CODM as part of the
consolidated forecast and whether the CODM reviews them in approving the
consolidated budget.
•You indicate that Divisions execute on the strategic plans given to them by the
CEO. We also note your discussion of the Company’s forecasts. Please tell us
what items a Division President is responsible for in the forecast of their Division.
Please further tell us whether Division Presidents are responsible for operating
within their respective forecast and what approvals are necessary, if any, if a
Division Presidents wants or expects to exceed forecasted expenses or
expenditures.
December 19, 2024
Page 3
Forms 8-K Furnished July 19, 2024 and October 18, 2024
Exhibit 99.1 Press Release of Autoliv, Inc. dated July 19, 2024, page 1
2.We note your response to prior comment 9 and that you present non-GAAP trade
working capital in both your Form 8-K earnings releases and Forms 10-K and 10-Q
periodic reports. Please explain to us in further detail how you determined trade
working capital solely represents a performance measure as opposed to a liquidity
measure or a combined performance and liquidity measure. We note your
reconciliation of the measure to working capital, a standard measure of a company's
liquidity, your presentation and discussion of the measure within the liquidity and
capital resources sections of your periodic reports, and your disclosures that
management focuses on the measure due to "the need to optimize cash generation."
Exhibit 99.1 Press Release of Autoliv, Inc. dated October 18, 2024
Reconciliation of U.S. GAAP to Non-U.S. GAAP Measures, page 16
3.In future earnings releases, please fully reconcile each non-GAAP measure presented
pursuant to Item 10(e)(1)(i)(B) of Regulation S-K. In doing so, ensure that you
separately identify and quantify each non-GAAP adjustment for each period
presented. For example, we note that you have not provided this information for all
items in the "Adjustments" columns of pages 19 and 20 that date back to 2019.
Please contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2024-11-27 - UPLOAD - Alarum Technologies Ltd. (ALAR) (CIK 0001725332) File: 333-283429
November 27, 2024
Shai Avnit
Chief Financial Officer
Alarum Technologies Ltd.
30 Haarba’a Street
Tel Aviv
6473926 Israel
Re:Alarum Technologies Ltd.
Registration Statement on Form F-3
Filed November 25, 2024
File No. 333-283429
Dear Shai Avnit:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Oded Har-Even
2024-11-26 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
filename1.htm
Alarum Technologies Ltd.
30 Haarba’a Street
Tel Aviv
6473926 Israel
November 26, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Alarum Technologies Ltd. (CIK: 0001725332)
Registration Statement on Form F-3 (File No. 333-283429)
(the “Registration Statement”)
Request for Acceleration of Effective Date
Dear Sir or Madam:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Alarum Technologies Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
November 29, 2024, at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.
The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.
Very truly yours,
ALARUM TECHNOLOGIES LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2024-11-22 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). November 22, 2024 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Andrew Blume and Kevin Woody Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 File No. 001-12933 Dear Mr. Blume and Mr. Woody: We hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated October 7, 2024 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence). The Company has the following responses to the Staff’s comments in the Comment Letter. For your convenience, we have reproduced in italics below each comment from the Comment Letter with the response following. Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), the Company requests confidential treatment for portions of its responses to Staff comment 5. Specifically, the Company requests that portions of its responses to Staff comment 5 that have been redacted from the version of this letter filed via the Commission’s EDGAR system and marked by bracketed asterisks “[***]” be maintained in confidence, not be made part of any public record and not be disclosed to any person, including in response to any request under the Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”), as such response contains confidential information. An unredacted version of this letter is being provided to the Commission under separate cover along with the request for confidential treatment under Rule 83. Form 10-K for the Fiscal year Ended December 31, 2023 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 35 Question 1: Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. For example, you identify several factors impacting the change in gross profit on page 36 but provide no quantification. When you discuss revenue fluctuations, specifically describe the extent to which changes are attributable to changes in prices or to changes in the volume or amount of goods or services being sold or to the introduction of new products or services pursuant to Item FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). United States Securities and Exchange Commission Page 2 - 303(b)(2)(iii) of Regulation S-K. We specifically note that you reference new product launches and price increases on page 35. In addition, where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes. For example, you disclose on page 36 that changes in selling, general and administrative expenses and research, development and engineering expenses were mainly due to higher costs for personnel and projects and lower engineering income. Ensure you explain in sufficient detail the reasons driving these changes and that your overall revised disclosures assist in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as noted in SEC Release No. 33-8350: • to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management; • to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and • to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance RESPONSE: The Company respectfully acknowledges the Staff’s comment and confirms that it will in future filings provide more quantification, where possible, to the extent which a factor contributed to the overall change in a specific line item, including any offsetting factors when it describes two or more business reasons that contributed to a material change in a financial statement line between periods. Non-U.S. GAAP Performance Measures, page 37 Question 2: Please tell us and disclose the nature of the items included in your “capacity alignment” non-GAAP adjustment. We note that the adjustments for fiscal year 2022 and 2023, particularly 2022, do not agree to the restructuring provisions and reversals disclosed on page 75. RESPONSE: The Company adjusts certain of its GAAP financial measures for costs associated with capacity alignment activities. The items in this non-GAAP adjustment include activities to restructure the Company’s geographic footprint such as closing production facilities and moving production between sites and countries. Production facilities take significant resources to close, and it may take considerable time and expense to close, move and/or build new facilities, particularly in countries with strong labor or union regulatory requirements. Once a decision is made to close a facility, costs related to the execution of such decision may impact a number of reporting periods. To the largest extent, the adjusted costs relate to employee compensation and are recognized as a provision charged to the restructuring reserves. The adjusted footprint costs may also include an immaterial amount related to the reduction of employees to align to present or expected volumes. Despite the fact that these capacity alignment activities have occurred over several years, the timing of the charges have been unpredictable and the amount of the charges vary significantly across reporting periods, which can affect comparability. We do not believe the capacity alignment activities are normal, recurring, cash operating expenses necessary to operate our business. FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). United States Securities and Exchange Commission Page 3 - Some of the costs associated with footprint restructuring do not qualify for accrual or inclusion in the restructuring reserve. In connection with moving or closing a production site, certain costs are expensed as incurred, such as moving costs, other operational additional expenses and training of staff. There could also be impairment of machinery or buildings that would be charged directly to income. These costs are included in the “Capacity alignment” adjustment but not in the employee-related restructuring provision in the table set forth in Note 11. Restructuring to the Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on February 20, 2024 (the “2023 Form 10-K”). For 2023, the capacity alignment adjustment amounted to $218 million and the restructuring provision charges and reversals were $211 million. The difference of $7 million relates to the costs associated with capacity alignment activities described above and none of which were material. For 2022, the capacity alignment adjustment amounted to positive $61 million and the restructuring provision charges and reversals were $13 million. The difference of positive $74 million mainly related to a gain from the sale of a property amounting to around $80 million as part of a footprint optimization project in Japan, as disclosed on page 36. From the 2023 Form 10-K: FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). United States Securities and Exchange Commission Page 4 - 11. Restructuring Restructuring provisions are made on a case-by-case basis and primarily include severance costs incurred in connection with employee reductions and plant consolidations. Restructuring costs other than employee related costs are immaterial for all periods presented and are included in the table below. The Company expects to finance restructuring programs over the next several years through cash generated from its ongoing operations or through cash available under its existing credit facilities. The Company does not expect that the execution of these programs will have an adverse impact on its liquidity position. The changes in the employee-related reserves in the table below have been charged against Other income (expense), net in the Consolidated Statements of Income. The restructuring reserve balance is included within Accrued expenses in the Consolidated Balance Sheet. (Dollars in millions) 2023 2022 2021 Reserve at beginning of the period $ 32 $ 88 $ 126 Provision - change 212 17 39 Provision - reversal (1 ) (4 ) (31 ) Cash payments (35 ) (64 ) (37 ) Translation difference 7 (5 ) (8 ) Reserve at end of the period $ 213 $ 32 $ 88 The restructuring charges in 2023 of $212 million relate to the global structural cost reduction program activities initiated in 2023, primarily in Europe. Cash payments of $35 million in 2023 mainly relate to restructuring activities in Europe. As of December 31, 2023, the majority of the restructuring reserve balance is attributed to global structural cost reduction program activities initiated in 2023 in Europe. The restructuring charges in 2022 of $17 million mainly related to footprint optimization activities in Asia and Europe. Cash payments of $64 million in 2022 were related to the structural efficiency program initiated in 2020, footprint optimization activities initiated in Europe in 2020 and in Asia in 2022. The restructuring charges in 2021 of $39 million mainly related to footprint optimization activities primarily in Asia. Reversals mainly related to the structural efficiency program initiated in 2020. Cash payments in 2021 related to the structural efficiency program initiated in 2020 and other footprint activities. Items included in Non-U.S. GAAP adjustments 2023 2022 (DOLLARS IN MILLIONS, EXCEPT EPS) Adjustment Millions Adjustment Per share Adjustment Millions Adjustment Per share Capacity alignment $ 218 $ 2.56 $ (61 ) $ (0.70 ) The Andrews litigation settlement 8 0.09 — — Antitrust related matters 4 0.05 — — Total adjustments to Operating income 230 2.70 (61 ) (0.70 ) Tax on Non-U.S. GAAP adjustments1) (20 ) (0.24 ) 22 0.25 Total adjustments to Net Income $ 210 $ 2.46 $ (39 ) $ (0.45 ) Weighted average number of shares outstanding - diluted2) 85.2 87.2 Adjustment Return on capital employed $ 230 $ (61 ) Adjustment Return on capital employed, % 5.3 % (1.5 )% Adjustment Return on total equity $ 210 $ (39 ) Adjustment Return on total equity, % 7.2 % (1.3 )% 1) The tax is calculated based on the tax laws in the respective jurisdiction(s) of the adjustment(s). 2) Annualized average number of outstanding shares. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity, Capital Resources, and Financial Position, page 39 Question 3: Please provide a more informative analysis and discussion of changes in operating, investing and financing cash flows for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). United States Securities and Exchange Commission Page 5 - Also provide an analysis of any known trends and uncertainties that will result in or that are reasonably likely to result in a material increase or decrease in your liquidity. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC Release No. 33-8350. RESPONSE: The Company respectfully acknowledges the Staff’s comment and confirms that it will in future filings provide more informative analysis and discussion of changes in operating, investing, and financing cash flows for each period presented. Liquidity, Capital Resources, and Financial Position, page 39 Question 4: Please enhance your disclosures to provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably likely to have on your financial condition and results of operations. In addition, discuss how much each estimate and/or assumption has changed over a relevant period and the sensitivity of reported amounts to the underlying methods, assumptions and estimates used. The disclosures should supplement, not duplicate, the description of accounting policies or other disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350. RESPONSE: The Company respectfully acknowledges the Staff’s comment and confirms that it will in future filings enhance the disclosure, as necessary, to provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting estimates have had or are reasonably likely to have on the Company’s financial condition and results of operations. This includes disclosure, as necessary, of changes in estimates and/or assumptions that have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company and the sensitivity of reported amounts to the underlying methods, assumptions, and estimates used over the relevant period, if any. Notes to the Consolidated Financial Statements, 1. Basis of Presentation Segment Reporting, page 60 Question 5: Although we note your disclosures that you manage the business on a global basis and that you believe your company represents a single consolidated operating segment, we note that the executive management team on your website includes regional presidents for America, Asia, China, and Europe. We further note that you discuss regional results and trends within your results of operations and during the most recent quarterly earnings call. Please tell us in sufficient detail how you determined that you have only one reportable and operating segment. In doing so, provide us with the following information: FOIA Confidential Treatment Request by Autoliv, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83). This letter requests confidential treatment of the bracketed portions of this letter (designated by “[***]”). United States Securities and Exchange Commission Page 6 - • Tell us the title and role of each individual that reports to your Chief Operating Decision Maker (“CODM”); • Identify and describe the role of each segment manager; • Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else att
2024-11-18 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) File: 001-38864
November 18, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-11-12 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
1
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CORRESP
November 12, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38864
To Whom It May Concern:
Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated November 7, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).
In this letter, the Company recites the comments from the Staff in italicized, bold type and followed by the Company’s response thereto.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page 44
1.We note your response to prior comment 1 and the materiality analysis in which you concluded the error in the classification of proceeds from sales of "rent-to-rent" equipment was not material. We understand from our call with you on November 7, 2024 that you will reclassify the proceeds from the sale of "rent-to-rent" equipment from operating to investing activities in your statement of cash flows in the Form 10-Q for the quarter ended September 30, 2024 on a prospective basis with conforming changes to the prior comparable period with accompanying disclosures of the nature and amount of these reclassifications. Also, you represented the company will make
1
the same reclassification with accompanying disclosures for these transactions in your financial statements in the annual report on Form 10-K for the year ended December 31, 2024. Please confirm our understanding that you will comply with this comment in your next interim and annual periodic filings.
The Company acknowledges the Staff's comment and will comply by reclassifying the proceeds from the sale of rent-to-rent equipment to investing activities in the Company’s statement of cash flows with accompanying disclosures of the nature and amount of these reclassifications in our Form 10-Q for the quarter ended September 30, 2024 and in our annual report on Form 10-K for the fiscal year ended December 31, 2024 with conforming changes in the prior comparable periods, as described in the Staff’s comment above.
We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.
Very truly yours,
/s/ Anthony Colucci
Anthony Colucci
Chief Financial Officer
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2024-11-08 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP November 7, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Attn: Kevin Woody and Andrew Blume Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 File No. 001-12933 Dear Mr. Woody and Mr. Blume: We are in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated October 7, 2024 (the “Comment Letter”). The Staff previously granted an extension for us to respond to November 7, 2024. As discussed with the Staff, we are writing to confirm that we will respond to the Comment Letter by November 22, 2024. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Frederik Westin Frederik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dave Brown, Alston & Bird LLP
2024-11-07 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) File: 001-38864
November 7, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
We have reviewed your October 1, 2024 response to our comment letter and have the
following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 11, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statement of Cash Flows for the Year Ended December 31, 2023, page 44
1.We note your response to prior comment 1 and the materiality analysis in which you
concluded the error in the classification of proceeds from sales of "rent-to-rent"
equipment was not material. We understand from our call with you on November 7,
2024 that you will reclassify the proceeds from the sale of "rent-to-rent" equipment
from operating to investing activities in your statement of cash flows in the Form 10-
Q for the quarter ended September 30, 2024 on a prospective basis with conforming
changes to the prior comparable period with accompanying disclosures of the nature
and amount of these reclassifications. Also, you represented the company will make
the same reclassification with accompanying disclosures for these transactions in your
financial statements in the annual report on Form 10-K for the year ended December
31, 2024. Please confirm our understanding that you will comply with this comment
in your next interim and annual periodic filings.
November 7, 2024
Page 2
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-10-10 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP October 10, 2024 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Andrew Blume and Kevin Woody Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished July 19, 2024 File No. 001-12933 Dear Mr. Blume and Mr. Woody: We note from your comment letter dated October 7, 2024, regarding the above-referenced filing of Autoliv, Inc., that you have requested a response to your comments within ten business days. As discussed with the Staff, we intend to provide you with our response by November 7, 2024 to ensure that we have adequate time to prepare a thorough and complete response. If you have any concerns or questions regarding our proposed schedule, please contact me. Sincerely, /s/ Fredrik Westin Fredrik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dave Brown, Alston & Bird LLP
2024-10-07 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670) File: 001-12933
October 7, 2024
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Fiscal year Ended December 31, 2023
Form 8-K Furnished July 19, 2024
File No. 001-12933
Dear Fredrik Westin:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 35
Where you describe two or more business reasons that contributed to a material
change in a financial statement line item between periods, please quantify, where
possible, the extent to which each factor contributed to the overall change in that line
item, including any offsetting factors. For example, you identify several factors
impacting the change in gross profit on page 36 but provide no quantification. When
you discuss revenue fluctuations, specifically describe the extent to which changes are
attributable to changes in prices or to changes in the volume or amount of goods or
services being sold or to the introduction of new products or services pursuant to Item
303(b)(2)(iii) of Regulation S-K. We specifically note that you reference new product
launches and price increases on page 35. In addition, where you identify intermediate
causes of changes in your operating results, also describe the reasons underlying the 1.
October 7, 2024
Page 2
intermediate causes. For example, you disclose on page 36 that changes in selling,
general and administrative expenses and research, development and engineering
expenses were mainly due to higher costs for personnel and projects and lower
engineering income. Ensure you explain in sufficient detail the reasons driving these
changes and that your overall revised disclosures assist in satisfying the requirements
of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as
noted in SEC Release No. 33-8350:
•to provide a narrative explanation of a company’s financial statements that
enables investors to see the company through the eyes of management;
•to enhance the overall financial disclosure and provide the context within which
financial information should be analyzed; and
•to provide information about the quality of, and potential variability of, a
company’s earnings and cash flow, so that investors can ascertain the likelihood
that past performance is indicative of future performance
Non-U.S. GAAP Performance Measures, page 37
2.Please tell us and disclose the nature of the items included in your "capacity
alignment" non-GAAP adjustment. We note that the adjustments for fiscal year 2022
and 2023, particularly 2022, do not agree to the restructuring provisions and reversals
disclosed on page 75.
Liquidity, Capital Resources, and Financial Position, page 39
3.Please provide a more informative analysis and discussion of changes in operating,
investing and financing cash flows for each period presented. In doing so, explain the
underlying reasons and implications of material changes between periods to provide
investors with an understanding of trends and variability in cash flows. Also provide
an analysis of any known trends and uncertainties that will result in or that are
reasonably likely to result in a material increase or decrease in your liquidity. Ensure
your discussion and analysis is not merely a recitation of changes evident from the
financial statements. Refer to Item 303(a) of Regulation S-K and Section IV.B of SEC
Release No. 33-8350.
Significant Accounting Policies and Critical Accounting Estimates, page 46
Please enhance your disclosures to provide qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact your critical
accounting estimates have had or are reasonably likely to have on your financial
condition and results of operations. In addition, discuss how much each estimate
and/or assumption has changed over a relevant period and the sensitivity of reported
amounts to the underlying methods, assumptions and estimates used. The disclosures
should supplement, not duplicate, the description of accounting policies or other
disclosures in the notes to the financial statements. Refer to
Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.4.
October 7, 2024
Page 3
Notes to the Consolidated Financial Statements
1. Basis of Presentation
Segment Reporting, page 60
5.Although we note your disclosures that you manage the business on a global basis and
that you believe your company represents a single consolidated operating segment, we
note that the executive management team on your website includes regional presidents
for America, Asia, China, and Europe. We further note that you discuss regional
results and trends within your results of operations and during the most recent
quarterly earnings call. Please tell us in sufficient detail how you determined that you
have only one reportable and operating segment. In doing so, provide us with the
following information:
•Tell us the title and role of each individual that reports to your Chief Operating
Decision Maker ("CODM");
•Identify and describe the role of each segment manager;
•Tell us how often the CODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who else attends those meetings;
•Describe the information regularly provided to both the CODM and the Board of
Directors, and how frequently it is prepared;
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the
CODM makes changes to the budget.
•Describe the level of detail communicated to the CODM when actual results
differ from budgets and who is involved in meetings with the CODM to
discuss budget-to-actual variances; and
•Describe the basis for determining the compensation for each of the individuals
that report to the CODM.
2. Summary of Significant Accounting Policies
Research, Development and Engineering, Net (R,D&E), page 62
We note your disclosure that "most" engineering expenses are expensed as incurred
and that certain engineering expenses related to long-term supply arrangements are
capitalized when defined criteria, such as the existence of a contractual guarantee for
reimbursement, are met. We further note that tooling costs are capitalized when 6.
October 7, 2024
Page 4
certain criteria are met. Please confirm for us the ASC guidance you apply in
accounting for such arrangements. In doing so, provide your assessment of whether
such activities represent a promised good or service under ASC 606 and whether such
costs fall within the scope of ASC 340-10 or ASC 340-40.
Form 8-K Furnished July 19, 2024
Exhibit 99.1 Press Release of Autoliv, Inc. dated July 19, 2024
Key Figures, page 1
7.Please ensure you reconcile each adjusted operating margin, adjusted earnings per
share, and cash conversion figure presented to the most directly comparable GAAP
measure. In doing so, ensure you separately present each individual adjustment. See
Item 10(e)(1)(i)(B) of Regulation S-K.
8.We note that amounts identified as "Earnings per share" appear to represent diluted
earning per share figures. Please revise the "Earnings per share" and "Adjusted
earnings per share" titles to clearly indicate that they represent diluted EPS figures. In
addition, we note your disclosure on page 21 of the "average number of shares
outstanding - diluted" used to calculate the per-share impact of non-GAAP
adjustments and that the shares represent the "annualized average number of
outstanding shares." Please specifically tell us and disclose how you determined
these share amounts and why you do not use the weighted average diluted shares
calculated on a GAAP basis for each specific period.
Reconciliation of U.S. GAAP to Non-U.S. GAAP Measures
Trade Working Capital, page 17
9.We note your presentation of "trade working capital" that is calculated as accounts
receivable plus inventories less accounts payable and that it excludes certain current
liabilities. Please tell us how your presentation complies with Item 10(e)(1)(ii)(A) of
Regulation S-K, which generally prohibits excluding charges or liabilities that
required or will require cash settlement from non-GAAP liquidity measures. To the
extent permissible, ensure you reconcile the measure to GAAP-basis working capital,
which is defined in the FASB master glossary as the excess of current assets over
current liabilities.
Free Cash Flow, Net Cash Before Financing and Cash Conversion, page 19
10.We note that your free cash flow measure is calculated using "net" capital
expenditures. Please tell us and disclose the specific items netted against capital
expenditures and revise the title to "adjusted free cash flow" or a similar
description. Refer to Question 102.07 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
Items Affecting Comparability, page 20
We note that you utilize "annualized" income amounts in your return on capital
employed and return on total equity calculations, as well as "average" balances in the
denominators. As there can be multiple ways to annualize and average amounts, 11.
October 7, 2024
Page 5
please tell us and specifically disclose how you perform your calculations. In doing
so, clarify the purpose and intent of annualizing amounts for quarterly period
measures.
12.We note that adjusted return on capital employed represents "annualized operating
income and income from equity method investments, relative to average capital
employed as adjusted to exclude certain non-recurring items." Please tell us and
disclose the nature of the non-recurring adjustments and ensure that you provide a
reconciliation to the most directly comparable GAAP measure for each measure
presented. See Item 10(e)(1)(i)(B) of Regulation S-K and the third bullet of Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2024-10-01 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
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CORRESP
October 1, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38864
To Whom It May Concern:
Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated September 11, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”), as well as in our subsequent conference call with the Staff on September 23, 2024.
In this letter, the Company recites the comments from the Staff in italicized, bold type and followed by the Company’s response thereto.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page 44
1.We note your response to prior comment 2 and your conclusion that classification of “rent-to-rent” equipment sales proceeds in operating, rather than investing, activities was immaterial on a quantitative and qualitative basis. We note that your quantitative assessment of materiality was based on the lesser of a percentage of net revenues, total assets, and non-GAAP Adjusted EBITDA. However, based on a comparison of the error amounts to the “as corrected” balances for each period, net cash provided by operating activities appears to be overstated by material percentages for at least several of the periods in your response. For example, it
1
appears operating cash flows were overstated by 9.2%, 40.5%, and 27.4% for the years ended December 31, 2023, 2022, and 2021, respectively, as determined by dividing the error by the corrected amounts.
Given the magnitude of the errors in net cash provided by operating activities it appears the errors were quantitatively material. With regard to your qualitative materiality assessment, the quantitative magnitude of the errors makes it unlikely qualitative factors could overcome the quantitative significance of the errors. Therefore, we believe you should reconsider the need to restate your consolidated statements of cash flows.
We acknowledge the Staff’s comments and, as we discussed in our conference call with the Staff, we are providing this reconsidered expanded assessment of our conclusion that the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities was not material. The following analysis will reference pages from the slide deck presentation (the “Materiality Presentation”) attached as Appendix A to this response presented to the Staff during our conference call.
SEC Guidance and Basis of Materiality Assessment: We have reviewed the statement by Paul Munter, Acting Chief Accountant, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors, from March 9, 2022, to frame our analysis of the materiality of the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities. The commentary we believe to be of particular relevance in Mr. Munter’s statement is provided on slide 3 of the Materiality Presentation. Consistent with the statement, we have evaluated materiality based upon the total mix of information available to a reasonable Alta investor, which encompasses information we disclose about our business as well as both GAAP-based financial statements and materials we disclose to investors that include important non-GAAP financial measures. In this context, we considered both quantitative and qualitative factors in our analysis.
The Reasonable Alta Investor: For our analysis, we considered a reasonable investor to be someone who reads and comprehends disclosures, considers both quantitative and qualitative factors, and makes informed decisions based on the totality of available information. We note that these characteristics, while definitionally hypothetical, are also indicative of Alta’s shareholder base since our IPO in 2020. Given that the Company is a closely held small cap company that lacks wide ranging analyst coverage and generally has low public profile, the typical investors attracted to ALTG stock are institutional investors. To support this definitional conclusion, we have provided a recent capitalization table which presents our shareholder base on slide 5 of the Materiality Presentation. It should be noted all of the top 20 shareholders of the Company, which
2
represent approximately 80% of ALTG stock ownership as of June 30, 2024, are insiders (e.g., our CEO and his immediate family members, control approximately 23% of the Company) or institutional investors. These institutional investors are sophisticated investors with a high level of financial acumen and understanding that seek longer-term investments in the overall growth strategy of Alta.
Total Mix of Information: As Mr. Munter’s statement mentions, the Supreme Court has held that a fact is material if there is “a substantial likelihood that the...fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” In this instance, the total mix of information would include all of the Company’s GAAP financials and public filings (which include material supplier and financing agreements and key financial metrics that drive executive compensation), the investor presentations provided on the Company’s website (which include important non-GAAP financial information), analyst and rating agency reports, and transcripts of earnings calls with the Company’s executive management.
Analysis of Qualitative Factors: We have evaluated several qualitive factors in our materiality analysis. These factors include the Company’s overall business model, our relative mix of revenues by business line, and how compliance with requirements of GAAP as it relates to the dealership model render the GAAP measure Cash Flows from Operations a less meaningful metric when analyzing a dealership, and specifically Alta’s, cash flow profile.
Equipment Sales Driven Business Model: Alta’s business model is predicated on being a large-scale equipment dealer whereby the Company is the exclusive dealer in certain geographies for major original equipment manufacturers (“OEMs”) like Hyster-Yale and Volvo Construction Equipment. The relationships with the OEMs are governed by contractual dealership agreements that appoint the Company in large territories that are typically the size of a state (e.g., exclusive Volvo dealer in Florida) or region (e.g., Hyster-Yale dealer in New England). This equipment dealership business model is predicated primarily on selling OEM equipment to customers in these regions at a relatively modest gross margin to generate equipment field population with the strategy that customers will transact with us through the life cycle of their ownership of the equipment from a product support perspective (e.g., parts and service). Product support capabilities and revenues are existential to the dealership model, and thus to Alta. In 2023, over 25% of Alta’s revenues came from our product support business lines and approximately half of our nearly 3,000 employees were dedicated to these departments. To that end, the reasonable investor in Alta is primarily focused on our equipment revenues and product support revenues and their
3
respective gross margins. Notably, in 2023, Alta sold $1.2 billion in equipment, which included $128.9 million sold out of our rental fleet, inclusive of the $5.4 million (or 0.4% of total equipment sales) from the sale of “rent-to-rent” equipment. For clarity, the reasonable investor is focused on the amount of equipment the Company sells into its serviceable field population regardless of the source of the equipment (i.e., new/used inventory or sales out of the rental fleet). As referenced herein, the reasonable investor would focus on the fact that less than 1% of the Company’s equipment sales are of “rent-to-rent” equipment.
Secondarily, yet complimentary to the Company’s equipment dealership business model (particularly in the Company’s Construction Segment), is an integrated equipment rental platform whereby the Company rents the same type and brand of equipment that it sells to end users. Primarily, the Company’s rental fleet is populated with OEM equipment that is lightly used and deployed in what is described as the “rent-to-sell” approach to the marketplace. This approach is more fully presented on slide 10 of the Materiality Presentation. Ultimately, the Company is renting lightly used equipment to customers which is then sold to customers, typically within 36 months in the fleet, as a means to drive customer field population and long-term product support revenues. The sale of this lightly used rental fleet generated $123.5 million of the $128.9 million in “Proceeds from sale of rental equipment” within our Statement of Cash Flows for the year ended December 31, 2023. The remaining $5.4 million of “Proceeds from the sale of rental equipment” in 2023 was from longer-held rental fleet (i.e., “rent-to-rent” assets) that were nearing the end of their useful life.
Given the predominant nature of the “rent-to-sell” proceeds from the sales rental equipment (96%) relative to the “rent-to-rent” proceeds from the sale of rental equipment (4%) and the Company’s operational business model of primarily selling equipment (e.g., $1.2 billion in equipment sales in 2023), we believe these facts surrounding our business model are indicative of qualitative support for the immaterial nature of including “rent-to-rent” proceeds in operating activities rather than investing activities. Moreover, we would emphasize for a reasonable investor, all sales of rental equipment (whether from “rent to sell” or “rent to rent”) will be considered together and as part of the Company’s operations.
4
www.altaequipment.com
For illustrative and comparison purposes, slides 7-8 of the Materiality Presentation provide income statement and statement of cash flows data from publicly traded pure-play dealer and pure-play rental companies. Additionally, the Company’s Statement of Cash Flows is provided on slide 11. It should be noted that Alta’s Statement of Cash Flows appropriately incorporates the important elements of both the pure-play dealer and pure-play rental company and, as explained more fully below and in accordance with ASC Topic 230, correctly presents both Floorplan financing[1] and Non-cash transfers (ASC 230-10-50-3 through 50-4) in its Statement of Cash Flows.
GAAP Compliance for Dealerships and Non-Cash Transfers: Much like automotive dealerships, equipment dealerships take advantage of both OEM captive financing (“Affiliate or Trade Floorplan”) or third-party bank financing (“Non-Affiliate or Non-Trade Floorplan”) to finance inventory purchases from represented OEMs. ASC Topic 230 requires net cash flows paid and received in OEM Affiliate or Trade Floorplan balances to be presented in Operating Cash Flows while also requiring cash flows paid and received in Non-Affiliate or Non-Trade Floorplan to be presented in the Financing Cash Flows of a dealership’s cash flow statement. The impact of GAAP compliance in this instance effectively blends operating and financing cash flows depending on the source of financing. The source of financing (OEM Affiliate versus Non-Affiliate) is a business decision that a dealership makes driven by the terms of the financing (i.e., interest rate, term, advance rate, etc.), yet the function of either of the floorplans is the same in terms of a dealership’s day to day operations, working capital and liquidity, and use of floorplan financing. The business decision around the source of financing a dealership uses to finance inventory can cause significant variances period to period in GAAP Cash Flows from Operations and dilutes the value of this metric, in isolation and without modification, to the reasonable investor. This dynamic is further supported by the 2023 disclosure from a prominent automotive dealer, as presented on slide 9 of the Materiality Presentation, where that registrant chose to use a non-trade financing source to finance inventory purchases and pointed out to investors that the volatility in GAAP Cash Flows from Operations had no real impact on the financial profile of the business overall.
[1] SEC Staff position as stated in 2005 AICPA National Conference on Current SEC and PCAOB Developments. 5
www.altaequipment.com
In a December 2023 statement, The Statement of Cash Flows: Improving the Quality of Cash Flow Information Provided to Investors by Paul Munter, and as noted on slide 4 of the Materiality Presentation, Mr. Munter noted the importance of transparency and disclosure of non-cash activities when it comes to Statement of Cash Flow presentation. We agree. As described previously in this response and depicted on slide 10 of the Materiality Presentation, our “rent-to-sell” strategy is predicated on us being flexible with the inventory that we purchase in terms of whether that equipment will ultimately be sold directly to a customer or transferred into our rental fleet after its original purchase into inventory. Importantly, the Company discloses non-cash “Net transfers of assets from inventory to rental fleet within property and equipment” on the face of our Consolidated Statements of Cash Flows (see slide 11 of the Materiality Presentation) for investors to fully understand the effects to our financial position from the “rent-to-sell” model. Similar to the floorplan scenario noted above, GAAP compliance on non-cash transfers artificially depresses Alta’s GAAP Cash Flows from Operations once again diluting the value of the metric, in isolation and without modification, to the reasonable investor.
It is important to assess whether it would be misleading if a particular amount (or cash inflow) is reported in one line item of the cash flow statement under “Proceeds from sale of rental equipment” in operating cash flows instead of being reported in a separate line item in investing cash flows. The Company disclosed all of the inflows, outflows, and non-cash transfers on the cash flow statement, such that a reasonable investor could evaluate the totality of such activity.
SAB Topic 1.M (“SAB 99”) Analysis: The Company completed a review of whether the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities (“the Adjustment”) impacted certain factors noted in SAB 99, including whether the Adjustment:
(1)Masked a change in earnings or another trend
a.Note: Not only does the Adjustment not impact our earnings or earnings trends, but also causes no change in or impact on the trend of many other key performance metrics such as revenues, liquidity, working capital, or the non-GAAP cash flow metrics presented on slide 19, amongst others.
(2)Hid a failure to meet analyst consensus
a.Note: Equity analysts that cover the Company’s stock publish primarily quarterly revenues, EBITDA, earnings and earnings per
6
share estimates, none of which are impacted by the Adjustment. See slides 14, 16-17.
(3)Changes a loss to income or vice versa
a.Note: The Adjustment is not applicable to earnings and thus non applicable to this item. It is also notable that the Adjustment would not cause the GAAP measure Cash Flows from Operations to change from an inflow to an outflow in any of the periods presented in the Annual Report.
(4)Impacted the registrant’s compliance with regulatory or material contract
2024-09-24 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732) File: 001-38263
September 24, 2024
Matthew Brown
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the year ended December 31, 2023
File No. 001-38263
Dear Matthew Brown:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Gayle
2024-09-16 - UPLOAD - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) File: 001-35492
September 16, 2024
Mr. Clayton K.Y. Chun
Executive Vice President, Chief Financial Officer and Treasurer
Alexander & Baldwin, Inc.
822 Bishop Street
P. O. Box 3440
Honolulu, Hawaii 96801
Re:Alexander & Baldwin, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 29, 2024
Form 8-K Filed July 25, 2024
File No. 001-35492
Dear Mr. Clayton K.Y. Chun:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2024-09-12 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP 1 filename1.htm CORRESP Altair Engineering Inc. 1820 E Big Beaver Road Troy, Michigan 48083 September 12, 2024 Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Brittany Ebbertt and Melissa Kindelan Re: Altair Engineering Inc. Form 10-K for the year ended December 31, 2023 Form 8-K dated August 1, 2024 File No. 001-38263 This letter is submitted by Altair Engineering Inc. (the “Company” or “Altair”) in connection with the Staff’s comment letter dated September 5, 2024. The Staff’s comments have been retyped below in italics, and are followed by the Company’s responses: SEC Comment: Form 10-K for the year ended December 31, 2023 Management’s Discussion and Analysis of Financial Condition and Results of Operations Recurring Software License Rate, page 55 1. SEC Comment: Please revise to state that the recurring software license rate measure is intended to convey the percentage of software billings that are recurring in nature, and to explain why such information is useful to investors and how management uses the metric in managing or monitoring the performance of the business, consistent with what you indicated in response to comment 1 in your letter dated June 30, 2022, and what you appear to disclose, in part, in your Forms 10-Q. Company Response: The Company respectfully acknowledges the Staff’s comment. Consistent with the Company’s disclosure in our Forms 10-Q, we will include the following disclosure in future Form 10-Q and Form 10-K filings stating that the recurring software license rate measure is intended to convey the percentage of software billings that are recurring in nature and clarifying why the recurring software license rate measure is useful to investors and how management uses the metric in monitoring performance of the business: September 12, 2024 Page 2 A key factor to our success is our recurring software license rate, which we measure through Billings, primarily derived from annual renewals of our existing subscription customer agreements. The recurring software license rate is intended to convey the percentage of software billings that are recurring in nature. Recurring license streams allow us to create more consistent, predictable cash flows and drive greater long-term customer value. We believe the recurring software license rate is a key factor to our success and we monitor this measure to ensure our go-to-market strategy is driving long-term success of our business. Form 8-K dated August 1, 2024 Exhibit 99.1 2. SEC Comment: We note you present the period-over-period percentage fluctuation in both non-GAAP net income and adjusted EBITDA without equal or greater presentation of the associated period-over-period fluctuation in GAAP net income. Please revise accordingly. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs. Company Response: The Company respectfully acknowledges the Staff’s comment and will include the comparable GAAP measure with equal or greater presentation in future filings. 3. SEC Comment: We note your definition of non-GAAP diluted common shares includes the diluted weighted average shares outstanding per GAAP regardless of whether you are in a loss position. Please explain what this means and how you considered whether this results in a measure that substitutes individually tailored measurement methods for that of GAAP. In this regard, for GAAP purposes no potential common shares shall be included in the computation of any diluted per share amount when a loss exists. Refer to Question 100.04 of the Non-GAAP C&DIs. Company Response: The Company respectfully acknowledges the Staff’s comment. The Company calculates non-GAAP diluted shares using the treasury stock method to calculate the effect of dilutive securities, stock options, restricted stock units and employee stock purchase plan shares and using the if-converted method to calculate the effect of convertible instruments. This is the same methodology the Company uses when calculating GAAP diluted shares. However, since differences exist between non-GAAP net income and GAAP net income (loss), and therefore the Company may be in a non-GAAP net income position (in which case potential shares would be included) and a GAAP net loss position (in which case potential shares would be excluded), the number of non-GAAP diluted shares outstanding may be September 12, 2024 Page 3 different than the number of GAAP diluted shares outstanding for the purpose of calculating earnings per share. The difference between GAAP and non-GAAP diluted shares would only be due to certain shares being dilutive in one measure and antidilutive in the other measure, and therefore we do not believe this results in a measure that substitutes individually tailored measurement methods for that of GAAP. The Company’s definition was intended to explain that certain dilutive shares would be included in the calculation of non-GAAP diluted shares even in cases where those shares had been excluded in the GAAP diluted shares calculation because they were antidilutive. In order to clarify this position, the Company will modify the definition of non-GAAP diluted shares in future filings as follows: Non-GAAP diluted shares is calculated using the treasury stock method to calculate the effect of dilutive securities, stock options, restricted stock units and employee stock purchase plan shares and using the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted shares. However, the determination of whether the shares are dilutive or antidilutive is made independently on a GAAP and non-GAAP net income (loss) basis and therefore the number of diluted shares outstanding for GAAP and non-GAAP may be different. 4. SEC Comment: We also note that GAAP and non-GAAP diluted shares outstanding differ when there is net income on both a GAAP and non-GAAP basis, such as for the six months ended June 30, 2024. Please explain how non-GAAP diluted shares outstanding are calculated for this period, specifically noting the differences from GAAP diluted shares outstanding, and whether such differences result in a measure that substitutes individually tailored measurement methods for that of GAAP. Company Response: The Company respectfully acknowledges the Staff’s comment. Upon review of its calculation of non-GAAP diluted shares outstanding and non-GAAP net income per diluted share for the six months ended June 30, 2024, the Company noted a miscalculation that overstated non-GAAP diluted shares outstanding and therefore understated non-GAAP net income per diluted share. Non-GAAP diluted shares outstanding for the six months ended June 30, 2024 should have been reported as 87,397,000 shares – equal to the GAAP diluted shares outstanding. Using 87,397,000 shares, non-GAAP net income per diluted share for the six months ended June 30, 2024 should have been reported as $0.58 rather than $0.56 as reflected in our press release. Upon receiving the Staff’s comment letter and discovering the miscalculation, the Company conducted a review of its calculations of non-GAAP diluted shares outstanding and related non-GAAP net income per diluted shares for all applicable prior periods. In that review, the Company noted that this same miscalculation of non-GAAP diluted shares outstanding existed for prior periods beginning in the three months ended March 31, 2022 and forward. September 12, 2024 Page 4 Upon completion of its review, the Company performed an assessment and concluded that the differences between the reported and corrected non-GAAP diluted shares outstanding and non-GAAP net income per diluted share are immaterial on both a qualitative and quantitative basis. In all periods in which a difference existed between the reported and corrected non-GAAP diluted shares outstanding and non-GAAP net income per diluted share, the reported non-GAAP diluted shares outstanding were overstated and non-GAAP net income per diluted share was understated compared to the corrected values. The difference in the previously reported and corrected non-GAAP diluted shares outstanding since the three months ended March 31, 2022 is between 0% – 4% in any period. The difference in the previously reported and corrected non-GAAP net income per diluted share is between $0.00—$0.04 per diluted share, or between 0% - 6%, in any period. The Company will update future press releases with the corrected non-GAAP diluted shares outstanding and non-GAAP net income per diluted share for all impacted prior periods reported in the press releases. The Company does not disclose non-GAAP diluted shares outstanding and non-GAAP net income per diluted share in its Form 10-Q and 10-K filings. The miscalculation in non-GAAP diluted shares outstanding, and resulting impact to non-GAAP net income per diluted share, does not impact GAAP diluted shares outstanding or GAAP net income (loss) per diluted share, and therefore the GAAP diluted shares outstanding and GAAP net income (loss) per diluted share are properly stated for all periods. *** All disclosure changes in response to the staff’s comments will be addressed in applicable future fillings made pursuant to the Securities Act of 1933 and/or the Securities Exchange Act of 1934. We believe that this letter fully responds to your questions and/or comments. However, if you have any questions or comments regarding the foregoing, please feel free to contact the undersigned at 248-614-2400, or our outside counsel, Kate Basmagian (646-414-6941) or Peter Ehrenberg (646-812-0202) of Lowenstein Sandler, LLP. Very truly yours ALTAIR ENGINEERING INC. By: /s/ Matthew Brown Name: Matthew Brown Title: Chief Financial Officer September 12, 2024 Page 5 cc: Mr. Brian Gayle Raoul Maitra, Esq. Kate Basmagian, Esq. Peter Ehrenberg, Esq.
2024-09-11 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) File: 001-38864
September 11, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
We have reviewed your September 4, 2024 response to our comment letter and have the
following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 20, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page 44
We note your response to prior comment 2 and your conclusion that classification of
"rent-to-rent" equipment sales proceeds in operating, rather than investing, activities was
immaterial on a quantitative and qualitative basis. We note that your quantitative
assessment of materiality was based on the lesser of a percentage of net revenues, total
assets, and non-GAAP Adjusted EBITDA. However, based on a comparison of the error
amounts to the "as corrected" balances for each period, net cash provided by operating
activities appears to be overstated by material percentages for at least several of the
periods in your response. For example, it appears operating cash flows were overstated by
9.2%, 40.5%, and 27.4% for the years ended December 31, 2023, 2022, and 2021,
respectively, as determined by dividing the error by the corrected amounts. Given the
magnitude of the errors in net cash provided by operating activities it appears the errors
were quantitatively material. With regard to your qualitative materiality assessment, the
quantitative magnitude of the errors makes it unlikely qualitative factors could overcome 1.
September 11, 2024
Page 2
the quantitative significance of the errors. Therefore, we believe you should reconsider the
need to restate your consolidated statements of cash flows.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-09-11 - CORRESP - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
CORRESP 1 filename1.htm Document September 11, 2024 VIA EDGAR Ms. Kellie Kim Ms. Shannon Menjivar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Alexander & Baldwin, Inc. Form 10-K for the year ended December 31, 2023 Filed February 29, 2024 Form 8-K Filed July 25, 2024 File No. 001-35492 Dear Ms. Kim and Ms. Menjivar: Reference is made to a letter dated August 29, 2024 (the “Comment Letter”) to Mr. Clayton Chun, Chief Financial Officer of Alexander & Baldwin, Inc. (the “Company” or “A&B”), setting forth a comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K filed by the Company on July 25, 2024. This letter sets forth the Company’s response to the Staff’s comment. For your convenience, the Staff’s comment has been restated below in its entirety, with the Company’s response immediately following the comment. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the Comment Letter. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Company’s 2023 Annual Report on Form 10-K. Form 8-K filed on July 25, 2024 Exhibit 99.1, page 3 1. We note you have provided several forward-looking non-GAAP measures, but have not provided quantitative reconciliations to the most directly comparable GAAP financial measures. Please revise your presentation in future filings to provide the required reconciliations, or, if relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K, provide the reason such reconciliation has not been provided, the information that is not available, and the significance of that information. Refer to Question 102.10(b) of the non-GAAP C&DIs. U.S. Securities and Exchange Commission September 11, 2024 Page 2 Company Response We respectfully acknowledge the Staff’s comment and advise the Staff that in future earnings releases furnished to the Commission, beginning with our Quarterly Earnings Press Release for the quarter ending September 30, 2024, we will provide a quantitative reconciliation of both the forward-looking range of Funds From Operations (“FFO”) per diluted share and the forward-looking range of Adjusted FFO per diluted share to Net Income (Loss) available to A&B common shareholders per diluted share, the most directly comparable GAAP measure, similar to the following disclosure presented for illustrative purposes: Reconciliations of Net Income available to A&B common shareholders to FFO and Adjusted FFO Six Months Ended Full-Year 2024 Estimate1 June 30, 2024 Low High Net Income (Loss) available to A&B common shareholders per diluted share $ 0.40 $ 0.64 $ 0.73 Depreciation and amortization of commercial real estate properties 0.25 0.49 0.49 (Income) loss from discontinued operations, net of income taxes 0.04 0.04 0.04 FFO per diluted share $ 0.69 $ 1.17 $ 1.26 Add (deduct) Adjusted FFO defined adjustments Amortization of share-based compensation 0.03 0.07 0.07 Maintenance capital expenditures (0.07) (0.17) (0.15) Legacy joint venture (income)/loss (0.02) (0.02) (0.03) Leasing commissions paid (0.01) (0.02) (0.02) Straight-line lease revenue (0.02) (0.03) (0.04) Amortization of net debt premiums or discounts and deferred financing costs 0.01 0.02 0.02 Other2 (0.03) (0.03) (0.03) Adjusted FFO per diluted share $ 0.58 $ 0.99 $ 1.08 FFO per diluted share related to Land Operations3 $ 0.11 $ 0.13 $ 0.18 FFO per share related to CRE and Corporate 0.58 1.04 1.08 FFO per diluted share $ 0.69 $ 1.17 $ 1.26 1 The full-year 2024 estimate reflects guidance as of the date of this earnings release and assumes that diluted shares equal the latest year-to-date ending amount. 2 Other adjustments in the Adjusted FFO reconciliation include non-recurring and other items that are not forecasted for guidance purposes such as, but not limited to, gains or losses related to the sale of legacy businesses, non-cash changes to liabilities related to legacy operations, fair value adjustments related to interest rate swaps and non-recurring financing charges. Actual results are included in the full-year estimate once recorded. 3 FFO per diluted share related to Land Operations is equal to Land Operations operating profit (loss) divided by diluted shares, as there are no reconciling items between Land Operations operating profit (loss) and FFO for the Land Operations segment. We respectfully advise the Staff that we are relying on the exception in Item 10(e)(1)(i)(B) of Regulation S-K and do not believe we can provide reconciliations to the most directly comparable GAAP measures for our forward-looking CRE Same-Store NOI growth % and CRE Same-Store NOI growth %, excluding collections of prior year reserves without unreasonable effort. This is due to the unavailability of, and the inherent difficulty in forecasting and quantifying with reasonable accuracy, certain items required to calculate the reconciliations on a forward-looking basis. The forward-looking CRE Same-Store NOI growth % forecasted amounts include only activity from properties owned for comparable periods. Additional components of the CRE Same-Store NOI growth % forecasted amounts that may not be within our control, may vary between periods, and cannot be reasonably predicted include, but are not limited to: (i) occupancy changes; (ii) terms for new and renewal leases; (iii) collections from tenants and (iv) other nonrecurring/unplanned income or expense items. These unavailable components of the reconciliation calculations could significantly impact our future financial results. We believe presenting such reconciliations would be unhelpful to investors and could imply a degree of precision and certainty regarding measures that are inherently difficult to forecast and could be misleading to investors. In future earnings releases furnished to the Commission, beginning with our Quarterly Earnings Press Release for the quarter ending September 30, 2024, we will include disclosure regarding our reliance on the exception in Item 10(e)(1)(i)(B) similar to the following, presented for illustrative purposes: U.S. Securities and Exchange Commission September 11, 2024 Page 3 This guidance includes certain forward-looking information, including CRE Same-Store NOI growth % and CRE Same-Store NOI growth %, excluding collections of prior year reserves, that is not presented in accordance with GAAP. In reliance on the exception in Item 10(e)(1)(i)(B) of Regulation S-K, we do not provide a quantitative reconciliation of such forward-looking CRE Same-Store NOI growth % amounts to the most directly comparable GAAP financial measure. These forward-looking same-store calculations include only activity from properties owned for comparable periods. We are unable, without unreasonable effort, to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items, including but not limited to, (i) occupancy changes; (ii) terms for new and renewal leases; (iii) collections from tenants; and (iv) other nonrecurring/unplanned income or expense items. These items are inherently uncertain and depend on various factors, many of which are beyond our control, and the unavailable components could have a significant impact on our future financial results. If you would like to discuss any of the matters contained in this letter, please feel free to contact me at (808) 525-6606. Sincerely, /s/ Clayton K.Y. Chun Clayton K.Y. Chun Executive Vice President, Chief Financial Officer and Treasurer cc: Douglas Pasquale (Chair, Audit Committee)
2024-09-05 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732) File: 001-38263
September 5, 2024
Matthew Brown
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the year ended December 31, 2023
Form 8-K dated August 1, 2024
File No. 001-38263
Dear Matthew Brown:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recurring Software License Rate, page 55
1.Please revise to state that the recurring software license rate measure is intended to
convey the percentage of software billings that are recurring in nature, and to explain why
such information is useful to investors and how management uses the metric in managing
or monitoring the performance of the business, consistent with what you indicated in
response to comment 1 in your letter dated June 30, 2022, and what you appear to
disclose, in part, in your Forms 10-Q.
September 5, 2024
Page 2
Form 8-K dated August 1, 2024
Exhibit 99.1
2.We note you present the period-over-period percentage fluctuation in both non-GAAP net
income and adjusted EBITDA without equal or greater presentation of the associated
period-over-period fluctuation in GAAP net income. Please revise accordingly. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.
3.We note your definition of non-GAAP diluted common shares includes the diluted
weighted average shares outstanding per GAAP regardless of whether you are in a loss
position. Please explain what this means and how you considered whether this results in a
measure that substitutes individually tailored measurement methods for that of GAAP. In
this regard, for GAAP purposes no potential common shares shall be included in the
computation of any diluted per share amount when a loss exists. Refer to Question 100.04
of the Non-GAAP C&DIs.
4.We also note that GAAP and non-GAAP diluted shares outstanding differ when there is
net income on both a GAAP and non-GAAP basis, such as for the six months ended June
30, 2024. Please explain how non-GAAP diluted shares outstanding are calculated for this
period, specifically noting the differences from GAAP diluted shares outstanding, and
whether such differences result in a measure that substitutes individually tailored
measurement methods for that of GAAP.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Brittany Ebbertt at 202-551-3572 or Melissa Kindelan at 202-551-3564
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Gayle
2024-09-04 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
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www.altaequipment.com
September 4, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38864
To whom it may concern,
This letter from Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated August 20, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).
In this letter, the Company recites the comments from the Staff in italicized, bold type and followed each comment with the Company’s response thereto.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Balance Sheets, page 40
1.We note your response to prior comment 1. Given the materiality of net rental fleet assets to property and equipment and total assets and the difference in the nature of these assets, please separately present rental equipment and internally used property and equipment on the face of your consolidated balance sheets.
The Company acknowledges the Staff's comment. To benefit the investors, we will present rental equipment separately on our consolidated balance sheets within non-current assets in a new financial statement line “Rental equipment, net” beginning with our Form 10-Q as of September 30, 2024 and will conform this presentation in our consolidated balance sheet as of December 31, 2023.
Consolidated Statements of Cash Flows, page 44
2.We note your response to prior comment 1. You state the proceeds from sales of "rent-to-rent" equipment have not been material historically and that you will monitor proceeds from these sales and report them as investing cash inflows prospectively. Please quantify for us the amount of proceeds received in each of the last three fiscal years and in the latest current and comparable interim-to-date periods and clarify for us where you have historically classified these amounts on your statements of cash flows.
The amount of “rent-to-rent" equipment proceeds received in each of the last three fiscal years and in the six months ended June 30, 2024 and 2023 that were historically presented within operating activities in our statements of cash flows in the line item “Proceeds from sale of rental equipment” are as follows:
Fiscal 2021: $6.6 million
Fiscal 2022: $7.5 million
Fiscal 2023: $5.4 million
Six months ended June 30, 2023: $2.6 million
Six months ended June 30, 2024: $3.2 million
The Company determines materiality in the context of the financial statements taken as a whole, as opposed to applying different quantitative materiality thresholds for each financial statement and/or footnote. The Company applies a quantitative benchmark based on the lesser of a percentage of net revenues, total assets, and Adjusted EBITDA in determining materiality. For the years ended December 31, 2023, 2022 and 2021, materiality was at least $9 million.
The “rent-to-rent” equipment proceeds in the cash flow statement were below the established materiality threshold for each of the respective years, taken as a whole, which led the Company to conclude that presentation of “rent-to-rent” equipment proceeds in operating activities in our statements of cash flows rather than as an investing activity was immaterial on a quantitative basis.
In addition to the quantitative materiality assessment, the Company also considered qualitative factors in our assessment of materiality and noted that the presentation of “rent-to-rent” equipment proceeds in investing activities would not have changed the direction of any cash flows, would not have impacted key performance metrics for the Company or for its investors, would not have impacted any management incentive programs, and would not have any impact on revenues or earnings. Therefore, the Company concludes presentation of “rent-to-rent” equipment proceeds in operating activities in our statements of cash flows rather than as an investing activity was immaterial on a qualitative basis as well.
Prospectively, Alta will present proceeds from the sale of “rent-to-rent” equipment within investing activities beginning in the Form 10-Q for the nine months ending September 30, 2024.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page 45
3.Please revise your disclosure to include a summarized version of the information you provided in response to prior comment 1 with regard to the nature of your three types of transactions and the balance sheet and cash flow presentation of such amounts.
Alta will revise our disclosure in Note 2 – Summary of Significant Accounting Policies in the Form 10-K for the Fiscal Year Ended December 31, 2024 to summarily describe the nature of our three types of transactions as provided in our previous response.
We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.
Very truly yours,
/s/ Anthony Colucci
Anthony Colucci
Chief Financial Officer
2024-08-29 - UPLOAD - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) File: 001-35492
August 29, 2024
Mr. Clayton K.Y. Chun
Executive Vice President, Chief Financial Officer and Treasurer
Alexander & Baldwin, Inc.
822 Bishop Street
P. O. Box 3440
Honolulu, Hawaii 96801
Re:Alexander & Baldwin, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 29, 2024
Form 8-K Filed July 25, 2024
File No. 001-35492
Dear Mr. Clayton K.Y. Chun:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K filed on July 25, 2024
Exhibit 99.1, page 3
1.We note you have provided several forward-looking non-GAAP measures, but have not
provided quantitative reconciliations to the most directly comparable GAAP financial
measures. Please revise your presentation in future filings to provide the required
reconciliations, or, if relying on the exception provided by Item 10(e)(1)(i)(B) of
Regulation S-K, provide the reason such reconciliation has not been provided, the
information that is not available, and the significance of that information. Refer to
Question 102.10(b) of the non-GAAP C&DIs.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
August 29, 2024
Page 2
Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2024-08-20 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) File: 001-38864
August 20, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
We have reviewed your August 9, 2024 response to our comment letter and have the
following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 11, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Balance Sheets, page 40
1.We note your response to prior comment 1. Given the materiality of net rental fleet assets
to property and equipment and total assets and the difference in the nature of these assets,
please separately present rental equipment and internally used property and equipment on
the face of your consolidated balance sheets.
Consolidated Statements of Cash Flows, page 44
2.We note your response to prior comment 1. You state the proceeds from sales of "rent-to-
rent" equipment have not been material historically and that you will monitor proceeds
from these sales and report them as investing cash inflows prospectively. Please quantify
for us the amount of proceeds received in each of the last three fiscal years and in the
latest current and comparable interim-to-date periods and clarify for us where you have
historically classified these amounts on your statements of cash flows.
August 20, 2024
Page 2
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page 45
3.Please revise your disclosure to include a summarized version of the information you
provided in response to prior comment 1 with regard to the nature of your three types of
transactions and the balance sheet and cash flow presentation of such amounts.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-08-09 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
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www.altaequipment.com
August 09, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38864
To whom it may concern,
This letter from Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated July 11, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).
In this letter, the Company recited the comments from the Staff in italicized, bold type and followed each comment with the Company’s response thereto.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022, page 44
1.Please explain to us the basis for your balance sheet and cash flow statement classification of inventory and rental equipment, including purchases and sales of, and transfers between, inventory and rental equipment. Please be detailed in your response and address circumstances that may result in transactions being classified differently. As part of your response please describe the nature of your transactions, such as the typical time equipment is rented prior to sale (if known), the predominant source of use of the cash flows derived from equipment that is first rented and later sold, and any other factors affecting classification.
Overview of Business Model
In order to understand Alta’s balance sheet and cash flow classification, we believe that it is important to understand and clarify our business model, which is one focused on
driving a maximum amount of customer-owned equipment in our territories field population so as to then maximize Alta’s higher margin product support revenue streams (e.g., parts and service). To that end, Alta broadly engages in three types of transactions:
1.Inventory purchased and sold – we buy equipment inventory (either new or used) which is available for sale to customers immediately after we take possession of the equipment.
2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – as part of our business model, to respond to existing rental fleet mix and market demand for lightly-used heavy construction equipment to ultimately be purchased out of dealer owned rental fleets, some of our equipment that is initially purchased for sale, and classified as inventory, is subsequently transferred from Inventories, net to Property and equipment, net (rental fleet, which is a long-term asset).
Such heavy construction equipment portion of our rental fleet, which makes up, on average, 55% of our rental fleet, is available-for-sale to our customers as part of the “rent-to-sell” portion of the Construction Equipment segment. Due to our “rent-to-sell” business model, we view the subsequent sales out of this subset of our rental fleet as part of our day-to-day business operations and similar to selling new and used equipment.
3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – in addition to the above, Alta also purchases equipment for long-term rental purposes. Typically, when we buy equipment directly into our rental fleet, we expect to hold the asset for the majority of the equipment’s useful life. This equipment is available for rent to customers immediately after we take possession of the equipment. Under this business model, the recovery of the asset cost is predominantly through rental income rather than through the sale of the equipment. Occasionally, the Company will sell rent-to-rent equipment when the market dictates or when the equipment no longer has utility as a rental asset (i.e. at the end of its useful life).
Balance Sheet Presentation
The purchases of equipment described above, including transfers between inventory and rental equipment, are classified as follows on the Consolidated Balance Sheets:
1.Inventory purchased and sold – new and used equipment is accounted for within current assets in Inventories, net on the Consolidated Balance Sheets, as described in Note 5 of our consolidated financial statements, as this inventory is generally sold within 12 months.
2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – when inventory purchased for sale is transferred to the rental fleet as described above, it is reclassified from Inventories, net to the Property and equipment, net line items, as it is typical that these assets stay in our rental fleet for more than a year prior to us selling them out of the fleet (at December 31, 2023 the weighted average age of our “rent-to-sell” rental fleet was approximately 20 months).
3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – our rental fleet equipment is accounted for on the Consolidated Balance Sheets in Property and equipment, net within non-current assets, as described in Note 6 – Property and Equipment of our consolidated financial statements, as it is common the equipment will stay in the rental fleet for the majority of its useful life.
Statement of Cash Flows Presentation
During the preparation of our annual financial statements included in our Annual Report, we considered the guidance outlined in Accounting Standards Codification (“ASC”) 230 - Statement of Cash Flows regarding the classification in our Consolidated Statements of Cash Flows of the cash inflows and outflows associated with the purchases and sales of, and transfers between, inventory and rental equipment. Specifically, we considered the guidance in ASC 230-10-45-22 through ASC 230-10-45-22A, which note that certain cash receipts and payments may have aspects of more than one class of cash flows and cannot be separated by source or use. In these situations, the appropriate classification shall depend on the predominant source or use of cash flows for the item. As such, we evaluated the predominant source of cash flows associated with the purchases of the equipment to determine the appropriate classification for these cash flows.
1.Inventory purchased and sold – when equipment inventory is purchased for sale, the cash outflow is classified in the operating cash flows section of our Consolidated Statements of Cash Flows as we expect the predominant source of cash flows from the inventory to be the proceeds from its sale. When sold, the proceeds from the sale of inventory are also classified in the operating cash flows section of our Consolidated Statements of Cash Flows.
2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – the amount of equipment inventory that is transferred from new or used equipment inventory to our rental fleet represents a non-cash transaction and, as such, it is disclosed in the Supplemental schedule of noncash investing and financing activities in our Form 10-K Consolidated Statements of Cash Flows to provide investors with transparent disclosures of such transfers.
As discussed above, we present both the payment for purchase and the proceeds from the sale of rent-to-sell equipment as operating cash flows to be consistent with our view of what is the predominant source of the cash flows for this type of transaction. The business model and our results support this view as there is market demand to purchase lightly used rental equipment out of dealer owned rental fleets as cash proceeds from the sale of our rent-to-sell equipment has historically been significant.
3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – when rent-to-rent equipment is purchased directly into Alta’s rental fleet, the cash outflow is classified in the investing section of our Consolidated Statements of Cash Flows, as we expect the equipment to be held and used for long-term rental purposes for the majority of its useful life. In addition, as noted above, occasionally, the Company will sell rent-to-rent equipment. The proceeds from such sales have not been material historically. The
Company will monitor the proceeds from the “rent-to-rent” sales and will report these proceeds as an investing cash inflow prospectively.
2.Please explain your consideration of presenting cash receipts from borrowings and cash outflows for payments on your manufacturing floor plans payable on a gross basis for the year ended December 31, 2023. Refer to ASC 230-10-45-7 through ASC 230-10-45-9.
OEM Captive Lenders and Suppliers’ Floor Plans (or “manufacturers floor plan”) – the Company has floor plan financing facilities with several OEM captive lenders and suppliers for new and used inventory and rental equipment. These liabilities represent trade payables for the acquisition of inventory for sale and, as such, they are a component of cash flows from operating activities, consistent with the excerpt from the December 6, 2005 speech by Joel Levine, Associate Chief Accountant, Division of Corporate Finance at the AICPA Conference which stated:
Auto dealers often finance the purchase of their inventory by engaging in floor plan financing arrangements with a finance subsidiary of the manufacturer. Just to use one particular car manufacturer for illustration, a dealer would finance the purchase of Ford products through Ford Motor Credit Company, for example. Under these arrangements, the finance subsidiary pays the manufacturer, holds a lien on the automobile, and then is repaid at a future date by the dealer. These arrangements are treated as seller financing transactions within the operating cash flow category.
So, when the dealer purchases the inventory, the purchase price is reported within operating activities as both an increase in trade loans and an increase in inventory. When the inventory is sold and the loan is repaid, the trade loan is reduced as an operating cash outflow. The end result from the purchase and sale is a net operating cash inflow for the amount of the gross profit.
We considered whether providing the gross payments, as we would have presented them under the direct method, to our OEM vendors for our purchases of inventory within our operating cash flow section would provide additional insights to our cash flow information; however, we believe that because turnover is quick, as equipment is ordered into inventory with the intent to sell in the near term (within six months), and maturities are short as the payable for the equipment sold becomes due on the floor plan to the manufacturer and is paid within days, with contractual payments never exceeding 90 days from a sale. Additionally, individual transactions are large as they are for new individual pieces or fleets of material handling and construction equipment generally costing tens or hundreds of thousands of dollars and the presentation of such cash flows payments on a gross basis would not provide more meaningful information to the users of our financial statements.
We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.
Very truly yours,
/s/ Anthony Colucci
Anthony Colucci
Chief Financial Officer
2024-07-30 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax July 30, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D.C. 20549 Attention: Christina Chalk Eddie Kim Re: Allego N.V. Schedule 14D-9/A filed July 22, 2024 File No. 005-93922 Ladies and Gentlemen: On behalf of our client, Allego N.V. (“Allego” or the “Company”), we are responding to the comment letter (the “Comment Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated July 29, 2024, relating to the Company’s above-referenced Amendment No. 1 filed with the Commission on July 22, 2024 to Schedule 14D-9, filed with the Commission on July 3, 2024, (as amended, and together with the exhibits and annexes thereto, the “Schedule 14D-9”). Allego is concurrently filing, electronically via EDGAR to the Commission, Amendment No. 3 to the Schedule 14D-9, which includes changes in response to the Staff’s comments. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the response to such comment. In addition, the headings and numbered paragraphs below correspond to the headings and numbered paragraphs set forth in the Comment Letter. All references to page numbers in the Company’s responses refer to page numbers in the Schedule 14D-9. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9. Schedule 14D-9/A filed July 22, 2024 General 1. Comment: We reissue in part prior comment 4 in our letter dated July 17, 2024. Your revised disclosure reflects that the “the Independent Transaction Committee and the Board . . . believe that the Transactions are fair to the Company’s ‘unaffiliated security holders’” (emphasis added), but it continues to state that “the Independent Transaction Committee and the Board . . . collectively determined to take no position and make no recommendation, and to express no opinion and to Securities and Exchange Commission July 30, 2024 Page 2 remain neutral, with respect to the Offer in light of the various considerations and factors described above and other factors” (emphasis added). Please revise to describe the Company’s analysis supporting its statement that the Transactions as a whole are fair to unaffiliated security holders. The original discussion focused specifically on the Offer and the Company’s analysis of it, rather than the Transactions, and did not address fairness to both unaffiliated shareholders who may tender into the Offer, and those who will remain as shareholders of the Company after the Offer, due to the possibility that there will not be a second-step transaction. Please revise. This expanded discussion should explain in particular how the Company reached the fairness determination as to the Transactions but not as to the Offer itself. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 28 and 32 of the Schedule 14D-9. [Remainder of page intentionally left blank.] 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8096 or by e-mail at amanda.fenster@weil.com. /s/ Amanda Fenster Amanda Fenster cc: Mathieu Bonnet, Chief Executive Officer and Director, Allego N.V. Matthew Gilroy, Esq., Weil, Gotshal & Manges LLP Adé Heyliger, Weil, Gotshal & Manges LLP David Ingles, Allen Overy Shearman Sterling LLP Olivier Valk, Allen Overy Shearman Sterling LLP
2024-07-29 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP
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July 29, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. John
Stickel
Re:
Alerus Financial Corporation
Request for Acceleration of Effectiveness of
Registration Statement on Form S-4 SEC File No. 333-280815 (“Registration Statement”)
Dear Mr. Stickel:
On behalf of Alerus
Financial Corporation, as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement
be accelerated so that it will become effective at 4:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on
Wednesday, July 31 2024.
Contact Joseph
T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any
questions or comments.
Very truly yours,
Alerus Financial Corporation
/s/
Katie A. Lorenson
Katie A. Lorenson
Chief Executive Officer and President
2024-07-29 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474) File: 005-93922
July 29, 2024
Matthew J. Gilroy, Esq.
Partner, Weil, Gotshal & Manges LLP
Allego N.V.
Westervoortsedijk 73 KB 6827 AV
Arnhem, the Netherlands
Re:Allego N.V.
Schedule 14D-9/A filed July 22, 2024
File No. 5-93922
Dear Matthew J. Gilroy, Esq.:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule 14D-9/A filed July 22, 2024
General
We reissue in part prior comment 4 in our letter dated July 17, 2024. Your revised
disclosure reflects that the "the Independent Transaction Committee and the Board . . .
believe that the Transactions are fair to the Company’s 'unaffiliated security holders'"
(emphasis added), but it continues to state that "the Independent Transaction Committee
and the Board . . . collectively determined to take no position and make no
recommendation, and to express no opinion and to remain neutral, with respect to the
Offer in light of the various considerations and factors described above and other factors"
(emphasis added). Please revise to describe the Company's analysis supporting its
statement that the Transactions as a whole are fair to unaffiliated security holders. The
original discussion focused specifically on the Offer and the Company's analysis of it,
rather than the Transactions, and did not address fairness to both unaffiliated shareholders
who may tender into the Offer, and those who will remain as shareholders of the
Company after the Offer, due to the possibility that there will not be a second-step 1.
July 29, 2024
Page 2
transaction. Please revise. This expanded discussion should explain in particular how the
Company reached the fairness determination as to the Transactions but not as to the Offer
itself.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Eddie Kim at 202-679-6943 or Christina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
2024-07-22 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) File: 333-280815
July 22, 2024
Katie A. Lorenson
President and Chief Executive Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, North Dakota 58201
Re:Alerus Financial Corporation
Registration Statement on Form S-4
Filed July 15, 2024
File No. 333-280815
Dear Katie A. Lorenson:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2024-07-22 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax July 22, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D.C. 20549 Attention: Christina Chalk Eddie Kim Re: Allego N.V. Schedule 14D-9 filed July 3, 2024 File No. 005-93922 Ladies and Gentlemen: On behalf of our client, Allego N.V. (“Allego” or the “Company”), we are responding to the comment letter (the “Comment Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated July 17, 2024, relating to the Schedule 14D-9 filed by the Company with the Commission on July 3, 2024 (together with the exhibits and annexes thereto, the “Schedule 14D-9”). Allego is concurrently filing, electronically via EDGAR to the Commission, Amendment No. 1 to the Schedule 14D-9, which includes changes in response to the Staff’s comments. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, the headings and numbered paragraphs below correspond to the headings and numbered paragraphs set forth in the Comment Letter. All references to page numbers in the Company’s responses refer to page numbers in the Schedule 14D-9. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9. Schedule 14D-9 filed July 3, 2024 Tender Offer and the Transaction, page 3 1. Comment: Refer to page 6 of this section. Please expand your disclosure here, and elsewhere relevant, providing more information regarding the process on how the Purchaser would initiate, and provide for, the shareholders’ Priority Tag Rights, and the Purchaser’s undertaking to conduct a liquidity event before December 31, 2027, and the Unaffiliated Shareholders’ abilities, if any, to enforce such Rights. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 7 of the Schedule 14D-9. Securities and Exchange Commission July 22, 2024 Page 2 2. Comment: Refer to page 6 of this section. Please describe how the ‘Purchaser will assist the Company with the organization of an auction sales process of Shares for the Unaffiliated Private Shareholders’ (emphasis added). In other words, please expand your disclosure to include what actions the Purchaser will take to ensure that such auction sale process is organized. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 7 of the Schedule 14D-9. Other Transactions, page 13 3. Comment: Refer to the second bullet point under this section regarding “Registration Rights Agreement.” Please revise to identify “certain other holders of Shares,” or advise. Response: The Company respectfully acknowledges the Staff’s comment, has revised the disclosure on pages 11 and 13 of the Schedule 14D-9 and can confirm that all of the Reg Rights Holders as of the date hereof have been included. The Solicitation or Recomendation, page 14 4. Comment: Please refer to Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A, which requires the Company to express a position on the fairness of the Offer to Unaffiliated Shareholders. While Rule 14e-2(a) permits the Company not to express an opinion with respect to the Offer, Schedule 13E-3 does not appear to provide the same flexibility. Please revise to describe the Company’s position on fairness and explain its analysis, to the extent that disclosure is not currently provided in the Schedule 14D-9. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 32 of the Schedule 14D-9. Reasons for the Offer and the Transactions; Fairness of the Offer and the Transactions, page 27 5. Comment: Refer to the following disclosure in the second bullet point on page 31: “the Company will not be able to terminate the Transaction Framework Agreement in the event the Disinterested Directors withdraw their support for the Transactions, and will need to comply with its obligations thereunder, including to effect the Delisting and the Deregistration in the event the Closing occurs.” We note, however, the Offer to Purchase reflects, on pages 73 and 74, that “[t]he Transaction Framework Agreement may be terminated and the Transactions may be abandoned at any time . . . by notice in writing given by Purchaser to the Company . . . following a Support Withdrawal.” Please revise to reconcile these two contradictory statements, or advise. Response: The Company respectfully acknowledges the Staff’s comment and notes to the Staff that the language on page 31 of the Schedule 14D-9 referenced in the Comment Letter states that the Company cannot terminate the Transaction Framework Agreement in the event of a Support Withdrawal, while the 2 Securities and Exchange Commission July 22, 2024 Page 3 language on pages 73-74 of the Offer to Purchase referenced in the Comment Letter explains that the Purchaser may terminate the Transaction Framework Agreement in the event of a Support Withdrawal. As such, we do not believe there is a contradiction between the two statements as they refer to the termination rights of two different parties. Other Presentations by Financial Advisors, page 37 6. Comment: Refer to the last sentence of the second paragraph. Please revise to avoid stating that the summary is not “complete.” While a summary necessarily involves paring down information, all material aspects of the opinion of the financial advisor’s analysis should be described. Please make corresponding changes throughout the disclosure document where similar disclosure appears. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure under the heading “Other Presentations by Financial Advisors” on page 37 of the Schedule 14D-9. Additionally, the Company respectfully notes for the Staff that the Schedule 14D-9 already includes an unqualified statement on page 35 that the discussion that follows “is a summary of the material financial analyses performed by UBS and reviewed with the Independent Transaction Committee on June 16, 2024, in connection with UBS’s opinion relating to the Transactions.” The Company supplementally confirms that such statement is accurate and, therefore, no revision to the subsequent discussion is required for it to be a fair description of all material analyses prepared by UBS and reviewed with the Independent Transaction Committee. 7. Comment: Item 9 of Schedule 13E-3 and Item 1015 of Regulation M-A require a reasonably detailed summary of any reports within the meaning of Item 9. Expand this section to describe the Citi written materials and oral presentations provided to the Independent Transaction Committee in additional detail. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 37 of the Schedule 14D-9. Additional Information, page 45 8. Comment: Please revise to provide the information called for by Item 8 of Schedule 14D-9 and Items 1011(b) and (c) of Regulation M-A. We note that the sections and documents incorporated by reference here do not reflect such information. Response: The Company respectfully acknowledges the Staff’s comment and submits that the disclosure requirements under Item 1011(b) of Regulation M-A do not apply to the Company. Pursuant to Instruction 1 to Item 1011(b) of Regulation M-A, the obligation to provide the information in paragraph (b) of Item 1011 of Regulation M-A does not apply where the issuer whose securities are the subject of the Rule 13e-3 transaction is a foreign private issuer, as defined in §240.3b-4 of chapter II of the Securities and Exchange Act of 1934, as amended. Because the Company is a foreign private issuer, as defined in §240.3b-4, the disclosure requirements under Item 1011(b) of Regulation M-A do not apply to the Company. Additionally, the Company respectfully submits that, having considered Item 1011(c) of Regulation M-A, the Company believes that any additional material information needed to make the required statements, in light of the circumstances under which they were made, not misleading, has previously been disclosed, and as a result no additional disclosure is needed. 3 Securities and Exchange Commission July 22, 2024 Page 4 Appraisal Rights & Buy-Out Procedures, page 45 9. Comment: Refer to the first sentence under this section. Please revise to clarify whether “certain exceptions” would apply to shareholders of the Company in connection with this Offer. We note that, on page 76 of the Offer to Purchase, you state that “[c]ompany shareholders are not entitled to appraisal rights with respect to the Offer.” Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 45 of the Schedule 14D-9. [Remainder of page intentionally left blank.] 4 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8096 or by e-mail at amanda.fenster@weil.com. Sincerely yours, /s/ Amanda Fenster Amanda Fenster cc: Mathieu Bonnet, Chief Executive Officer and Director, Allego N.V. Matthew Gilroy, Esq., Weil, Gotshal & Manges LLP David Ingles, Allen Overy Shearman Sterling US LLP Olivier Valk, Allen Overy Shearman Sterling US LLP
2024-07-17 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474) File: 005-93922
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
July 17, 2024
Matthew J. Gilroy, Esq.
Partner, Weil, Gotshal & Manges LLP
Allego N.V.
Westervoortsedijk 73 KB 6827 AV
Arnhem, the Netherlands
Re: Allego N.V.
Schedule 14D-9 filed July 3, 2024
File No. 5-93922
Dear Matthew J. Gilroy, Esq.:
We have reviewed your filing 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 these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. All
defined terms have the same meaning as in the Schedule 14D-9, unless otherwise
indicated.
Schedule 14D-9 filed July 3, 2024
Tender Offer and the Transaction, page 3
1. Refer to page 6 of this section. Please expand your disclosure here, and
elsewhere
relevant, providing more information regarding the process on how the
Purchaser would
initiate, and provide for, the shareholders' Priority Tag Rights, and
the Purchaser's
undertaking to conduct a liquidity event before December 31, 2027, and
the Unaffiliated
Shareholders' abilities, if any, to enforce such Rights.
2. Refer to page 6 of this section. Please describe how the "Purchaser will
assist the
Company with the organization of an auction sales process of Shares for
the Unaffiliated
Private Shareholders" (emphasis added). In other words, please expand
your disclosure to
include what actions the Purchaser will take to ensure that such auction
sale process is
organized.
Other Transactions, page 13
July 17, 2024
Page 2
3. Refer to the second bullet point under this section regarding
"Registration Rights
Agreement." Please revise to identify "certain other holders of Shares,"
or advise.
The Solicitation or Recommendation, page 14
4. Please refer to Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation
M-A, which
requires the Company to express a position on the fairness of the Offer
to Unaffiliated
Shareholders. While Rule 14e-2(a) permits the Company not to express an
opinion with
respect to the Offer, Schedule 13E-3 does not appear to provide the same
flexibility.
Please revise to describe the Company's position on fairness and explain
its analysis, to
the extent that disclosure is not currently provided in the Schedule
14D-9.
Reasons for the Offer and the Transactions; Fairness of the Offer and the
Transactions, page 27
5. Refer to the following disclosure in the second bullet point on page 31:
"the Company
will not be able to terminate the Transaction Framework Agreement in the
event the
Disinterested Directors withdraw their support for the Transactions, and
will need to
comply with its obligations thereunder, including to effect the
Delisting and the
Deregistration in the event the Closing occurs." We note, however, the
Offer to Purchase
reflects, on pages 73 and 74, that "[t]he Transaction Framework
Agreement may be
terminated and the Transactions may be abandoned at any time . . . by
notice in writing
given by Purchaser to the Company . . . following a Support Withdrawal."
Please revise to
reconcile these two contradictory statements, or advise.
Other Presentations by Financial Advisors, page 37
6. Refer to the last sentence of the second paragraph. Please revise to
avoid stating that the
summary is not "complete." While a summary necessarily involves paring
down
information, all material aspects of the opinion of the financial
advisor's analysis should
be described. Please make corresponding changes throughout the
disclosure document
where similar disclosure appears.
7. Item 9 of Schedule 13E-3 and Item 1015 of Regulation M-A require a
reasonably detailed
summary of any reports within the meaning of Item 9. Expand this section
to describe the
Citi written materials and oral presentations provided to the
Independent Transaction
Committee in additional detail.
Additional Information, page 45
8. Please revise to provide the information called for by Item 8 of
Schedule 14D-9 and Items
1011(b) and (c) of Regulation M-A. We note that the sections and
documents
incorporated by reference here do not reflect such information.
Appraisal Rights & Buy-Out Procedures, page 45
9. Refer to the first sentence under this section. Please revise to clarify
whether "certain
exceptions" would apply to shareholders of the Company in connection
with this Offer.
We note that, on page 76 of the Offer to Purchase, you state that
"[c]ompany shareholders
are not entitled to appraisal rights with respect to the Offer."
We remind you that the filing persons are responsible for the accuracy
and adequacy of
July 17, 2024
Page 3
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>
2024-07-11 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824) File: 001-38864
July 11, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022, page
44
1.Please explain to us the basis for your balance sheet and cash flow statement classification
of inventory and rental equipment, including purchases and sales of, and transfers
between, inventory and rental equipment. Please be detailed in your response and address
circumstances that may result in transactions being classified differently. As part of your
response please describe the nature of your transactions, such as the typical time
equipment is rented prior to sale (if known), the predominant source of use of the cash
flows derived from equipment that is first rented and later sold, and any other factors
affecting classification.
2.Please explain your consideration of presenting cash receipts from borrowings and cash
outflows for payments on your manufacturing floor plans payable on a gross basis for the
year ended December 31, 2023. Refer to ASC 230-10-45-7 through ASC 230-10-45-9.
July 11, 2024
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-07-08 - UPLOAD - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) File: 000-56491
July 8, 2024
Sidney Chan
Chief Executive Officer and Chief Financial Officer
ALR Technologies SG Ltd.
9 Raffles Place
#26-01 Republic Plaza
Singapore 048619
Re:ALR Technologies SG Ltd.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Amendment No. 1 to Annual Report on Form 20-F for the Fiscal Year Ended
December 31, 2023
File No. 000-56491
Dear Sidney Chan:
We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2024-06-27 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) File: 001-15264
United States securities and exchange commission logo
June 27, 2024
Zhu Runzhou
Executive Director and President
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street, Haidian District, Beijing
People’s Republic of China (100082)
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-15264
Dear Zhu Runzhou:
We have completed our review of your filing, including your Form 20-F Amendment No.
1 filed on January 24, 2024 and have determined not to issue additional comments. Our decision
not to issue additional comments regarding your prior responses and the disclosure in your
amended Form 20-F should not be interpreted to mean that we either agree or disagree with your
responses or your disclosure regarding the presence of CCP officials on your Board of Directors,
including any conclusions you have made and positions you have taken with respect to such
disclosure. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Chin-Yang Lin
2024-06-11 - CORRESP - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
CORRESP
1
filename1.htm
June 11, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
Washington, D.C. 20549
Re:
ALR Technologies
SG Ltd.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Filed April 30, 2024
File No. 000-56491
To Whom It May Concern:
ALR Technologies SG Ltd. (“ALR”)
is submitting this letter in response to the comments received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated May 28, 2024 with respect to the above-referenced Annual Report on Form 20-F
(the “Form”).
ALR’s responses set forth
in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All capitalized terms used but not defined
herein have the meanings assigned to such terms in the Forms. For ease of reference, we have set forth the Staff’s comments and
our responses below:
Annual Report on Form 20-F for the
Fiscal Year Ended December 31, 2023
Operating and Financial Review
and Prospects
Results of Operations, page 29
1. Please
provide an introduction note to the table presentation of results of operations explaining
that amounts presented have been rounded to the nearest thousand. Further, consider including
negative brackets around amounts for your line items of loss before other items and net loss,
similar to the presentation included in your consolidated statements of operations on page
F-5.
ALR Response:
ALR proposes to amend the
Form 20-F by adding an introduction note to the table presentation of results of operations explaining that amounts presented have been
rounded to the nearest thousand and we will update the table to include negative brackets around amounts for line items of loss before
other items and net loss.
2. Refer
to the discussion of Loss before Other Items and Share-based Compensation on page 30. We
note your computation and discussion of loss before other items and share-based compensation
appears to be a Non-GAAP financial measure that is subject to the disclosure requirements
pursuant to Item 10(e)(1) through (e)(3) of Regulation S-K, and the Staff's Compliance &
Disclosure Interpretations ("C&DIs") on Non-GAAP Financial Measures (updated
December 13, 2022), Question No. 100.01. We note your exclusion of share-based compensation
results in presenting a non-GAAP performance measure that excludes a normal and recurring
operating expense. Please revise to remove this non- GAAP financial measure, or tell us how
your measure complies with the guidance and if so, relabel the measure such to be loss before
other items, as adjusted. Alternatively, to the extent you intend to discuss the impact of
the share-based compensation on your financial results, please consider including a separate
reconciliation table of the amount of share-based compensation included in each of your operating
expense line items SG&A, product development and professional fees, and in the narrative
discussion for each, you may discuss the impact therein, without providing a non-GAAP financial
measure that excludes the share-based compensation. For example, we note your discussion
under SG&A expenses provides a discussion of SG&A expenses excluding share-based
compensation, which results in discussion of a non-GAAP financial measure. Also, please clarify under Critical Accounting
Estimates, Share-based Compensation, on page 38 that you follow the guidance under ASC 718, as your current disclosure indicates the
superseded guidance of SFAS 123R.
ALR Response:
i) ALR
proposes to amend Form 20-F to delete the section titled “Loss before Other Items and
Share-based Compensation” and replace with the following “Share-based Compensation
included in Net Loss
Share-based
Compensation included in Net Loss
A substantial amount of the net
loss is comprised of Share-based Compensation. Share based Compensation consists of:
1) Incentive
stock options granted to, or existing stock options modified to, incentivize- personnel as
part of the compensation offered to attract and retain personnel. Share-based compensation
expense as a result of these activities are included within product development fees, professional
fees and selling, general and administrative expenses.
2) From
time-to-time, the Company issues and modifies warrants in connection with loans and lines
of credit provided to the Company. Share-based Compensation expense as a result of these
activities is included in interest expense.
Included in net loss is Share-based
Compensation expense as follows:
Share based Compensation included in:
2023
2022
2021
Product development fees
1,061,000
227,000
222,000
Professional fees
404,000
39,000
169,000
Selling, general and administrative
1,402,000
1,499,000
587,000
Loss before other Items
2,867,000
1,765,000
978,000
Interest expense
—
4,005,000
3,425,000
Net Loss
2,867,000
5,770,000
4,403,000
Share based compensation expense as a percentage of Net Loss
38 %
54 %
52 %
Furthermore, Share-based Compensation
expense included within product development fees, professional fees, and selling, general and administrative expenses represented the
following percentage of the loss before other items for fiscal years 2023, 2022 and 2021.
2023
2022
2021
Share based Compensation included in product development fees, professional fees, selling general and administrative expenses
2,867,000
1,765,000
978,000
Other expenses in product development fees, professional fees and selling, general and administrative expenses
1,947,000
2,504,000
1,963,000
Loss Before other Items
4,818,000
4,270,000
2,946,000
Share based compensation expense as a percentage of Loss Before other Items
60 %
41 %
33 %
The Share-based Compensation highlighted
above is a non-cash recurring expense incurred by the Company which varies significantly year to year based on the option awards granted
and warrant activity issued related to financing requirements.
ii) ALR
proposes to amend the Form 20-F regarding the “Share-based
Compensation” on Page 38 as follows:
We follow
the provisions of Accounting Standards Codification Topic 718 Stock Compensation
(“ASC 718”). ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant
using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense
over the requisite service period in the Company’s consolidated financial statements. The Company estimates the fair value of the
stock options using the Black-Scholes Option Pricing Model. The Black-Scholes Option Pricing Model requires the input of highly subjective
assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company accounts for forfeitures
as they occur.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 58
3. Refer
to the second paragraph and your conclusion that disclosure controls and procedures ("DCP")
were effective. However, we note that your assessment of internal control over financial
reporting ("ICFR") was not effective due to the material weaknesses described therein.
To the extent that ICFR has been determined to be not effective due to the material weakness
identified, we would expect your DCP also to be not effective due to the substantial overlap
of controls. Refer to SEC Release No. 33-8238, Section II.D. Please revise to ensure consistent
conclusions for both DCP and ICFR are presented.
ALR Response:
ALR proposes to amend Form
20-F in the second paragraph under Evaluation of Disclosure Controls as follows:
“As
required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including
our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this Annual Report. Based upon that
evaluation, our management, including our CEO and CFO, has concluded that as of the end of the period covered by this Annual Report our
existing disclosure controls and procedures were ineffective due to the material weakness in internal control over financial
reporting identified below.”
Management's Report on Internal
Control over Financial Reporting, page 59
4. In
the paragraphs where you refer to management, please expand to disclose if your management
includes the participation of your chief executive officer and chief financial officer. In
addition, under the heading of Changes in Internal Control over Financial Reporting on page
60, please revise to disclose if there were any change in your internal control over financial
reporting ("ICFR") identified in connection with your evaluation of ICFR, other
than those discussed above relating to the material weakness, that occurred during your fourth
fiscal quarter (i.e., quarter ended December 31, 2023) that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting. Refer
to Item 308(c) of Regulation S-K and to the requirements of paragraph 4(d) of the Exhibit
12 Certifications.
ALR Response:
i) ALR
proposes to amend Form 20-F under Management’s Report on Internal Control over Financial
Reporting to expand disclosure to include our Chief Executive Officer and Chief Financial
Officer in the applicable paragraphs.
ii) ALR
proposes to amend Form 20-F to replace the prior certifications attached as Exhibits 31.1,
31.2, and 32.1, with new certifications on Exhibits 12.1, 12.2 and 13.1, complying with the
requirements of Form 20-F. Specifically, the certifications contained in paragraph 4(d) of
the Exhibit 12 certifications required by Form 20-F speak only to the annual period covered
by the Form 20-F, which is the applicable reporting period, and eliminate the need to discuss
any changes in ALR’s internal control over financial reporting during the fourth fiscal
quarter separate from such annual reporting period.
If you have any questions related
to the foregoing, please contact Steve Brassard, Director, Finance and Accounting of ALR. Mr. Brassard can be reached by phone at (604)
603-7986.
Sincerely,
/s/ Sidney Chan
Sidney Chan
Chief Executive Officer and Chief
Financial Officer
ALR Technologies SG Ltd.
2024-06-06 - CORRESP - Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
CORRESP
1
filename1.htm
Centurion Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, New York 10065
June 6, 2024
VIA EDGAR
Pearlyne Paulemon
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-3233
Re:
Centurion Acquisition Corp.
Registration Statement on Form S-1
Filed May 22, 2024, as amended
File No. 333-279638
Dear Ms. Paulemon:
Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Centurion Acquisition Corp. respectfully requests that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on June 10, 2024, or as soon thereafter as practicable.
Please call Elliott Smith
of White & Case LLP at (212) 819-7644 to provide notice of the effectiveness of the Registration Statement.
[Signature Page Follows]
Very truly yours,
By:
/s/ Mark Gerhard
Name:
Mark Gerhard
Title:
Chief Executive Officer
cc:
Elliott Smith, White & Case LLP
[Signature Page to Acceleration
Request]
2024-06-06 - CORRESP - Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
CORRESP
1
filename1.htm
June 6, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pearlyne Paulemon
Re: Centurion Acquisition Corp.
Registration Statement on Form S-1
Filed May 22, 2024, as amended
File No. 333-279638
Dear Ms. Paulemon:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Centurion Acquisition Corp.
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m.
Eastern Time on June 10, 2024, or as soon thereafter as practicable.
Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours,
CANTOR FITZGERALD & CO.
By:
/s/ David batalion
Name:
David Batalion
Title:
Managing Director, Investment Banking
[Signature Page to UW Acceleration Request]
2024-05-28 - UPLOAD - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419) File: 000-56491
United States securities and exchange commission logo
May 28, 2024
Sidney Chan
Chief Executive Officer and Chief Financial Officer
ALR Technologies SG Ltd.
9 Raffles Place
#26-01 Republic Plaza
Singapore 048619
Re:ALR Technologies SG Ltd.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Filed April 30, 2024
File No. 000-56491
Dear Sidney Chan:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Operating and Financial Review and Prospects
Results of Operations, page 29
1.Please provide an introduction note to the table presentation of results of operations
explaining that amounts presented have been rounded to the nearest thousand. Further,
consider including negative brackets around amounts for your line items of loss before
other items and net loss, similar to the presentation included in your consolidated
statements of operations on page F-5.
2.Refer to the discussion of Loss before Other Items and Share-based Compensation on
page 30. We note your computation and discussion of loss before other items and share-
based compensation appears to be a Non-GAAP financial measure that is subject to the
disclosure requirements pursuant to Item 10(e)(1) through (e)(3) of Regulation S-K, and
the Staff's Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial
FirstName LastNameSidney Chan
Comapany NameALR Technologies SG Ltd.
May 28, 2024 Page 2
FirstName LastNameSidney Chan
ALR Technologies SG Ltd.
May 28, 2024
Page 2
Measures (updated December 13, 2022), Question No. 100.01. We note your exclusion of
share-based compensation results in presenting a non-GAAP performance measure that
excludes a normal and recurring operating expense. Please revise to remove this non-
GAAP financial measure, or tell us how your measure complies with the guidance and if
so, relabel the measure such to be loss before other items, as adjusted. Alternatively, to the
extent you intend to discuss the impact of the share-based compensation on your financial
results, please consider including a separate reconciliation table of the amount of share-
based compensation included in each of your operating expense line items SG&A, product
development and professional fees, and in the narrative discussion for each, you may
discuss the impact therein, without providing a non-GAAP financial measure that
excludes the share-based compensation. For example, we note your discussion under
SG&A expenses provides a discussion of SG&A expenses excluding share-based
compensation, which results in discussion of a non-GAAP financial measure. Also, please
clarify under Critical Accounting Estimates, Share-based Compensation, on page 38 that
you follow the guidance under ASC 718, as your current disclosure indicates the
superseded guidance of SFAS 123R.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 58
3.Refer to the second paragraph and your conclusion that disclosure controls and procedures
("DCP") were effective. However, we note that your assessment of internal control over
financial reporting ("ICFR") was not effective due to the material weaknesses described
therein. To the extent that ICFR has been determined to be not effective due to
the material weakness identified, we would expect your DCP also to be not effective due
to the substantial overlap of controls. Refer to SEC Release No. 33-8238, Section II.D.
Please revise to ensure consistent conclusions for both DCP and ICFR are presented.
Management's Report on Internal Control over Financial Reporting, page 59
4.In the paragraphs where you refer to management, please expand to disclose if your
management includes the participation of your chief executive officer and chief financial
officer. In addition, under the heading of Changes in Internal Control over Financial
Reporting on page 60, please revise to disclose if there were any change in your internal
control over financial reporting ("ICFR") identified in connection with your evaluation of
ICFR, other than those discussed above relating to the material weakness, that occurred
during your fourth fiscal quarter (i.e., quarter ended December 31, 2023) that has
materially affected, or is reasonably likely to materially affect, your internal control
over financial reporting. Refer to Item 308(c) of Regulation S-K and to the requirements
of paragraph 4(d) of the Exhibit 12 Certifications.
In closing, we remind you that the company and its management are responsible for the
FirstName LastNameSidney Chan
Comapany NameALR Technologies SG Ltd.
May 28, 2024 Page 3
FirstName LastName
Sidney Chan
ALR Technologies SG Ltd.
May 28, 2024
Page 3
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Beverly Singleton at 202-551-3328 or Melissa Gilmore at 202-551-3777
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2024-05-22 - CORRESP - Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
CORRESP
1
filename1.htm
May 22, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549
Attn:
Pearlyne Paulemon
Ruairi Regan
Re:
Centurion Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted March 29, 2024
CIK No. 0002010930
Ladies
and Gentlemen:
On behalf of our client, Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”),
we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced draft registration statement
on Form S-1 submitted on March 29, 2024 (the “DRS”), contained in the Staff’s letter dated April 9, 2024 (the
“Comment Letter”).
The Company has confidentially submitted via EDGAR an amendment to its draft registration
statement on Form S-1 (the “Registration Statement”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed
below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers
in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.
Draft Registration Statement submitted March 29,
2024
Risk Factors
If we are deemed to be an investment company, page 42
1. Refer to our prior comment 2. Please state clearly that in the event you were deemed to be an investment
company you may be required to change your operations or wind down your operations.
Response: In response to the
Staff’s comment, the Company has revised the risk factor on page 45 of the Registration Statement.
* * *
United States Securities and exchange Commission
May 22, 2024
Please do not hesitate to
contact Elliott M. Smith of White & Case LLP at (212) 819-7644 with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Mark Gerhard, Centurion Acquisition Corp.
2024-05-14 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm CORRESP AIR LEASE CORPORATION 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 VIA EDGAR May 14, 2024 Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Air Lease Corporation Registration Statement on Form S-3 File No. 333-279152 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Air Lease Corporation (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-279152) to become effective on Thursday, May 16, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John-Paul Motley and Logan Tiari of Cooley LLP, outside counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with John-Paul Motley of Cooley LLP, outside counsel to the Registrant, at (213) 561-3204, or in his absence, Logan Tiari, at (213) 561-3207. [remainder of page intentionally left blank] Very truly yours, Air Lease Corporation By: /s/ Gregory B. Willis Name: Gregory B. Willis Title: Executive Vice President and Chief Financial Officer cc: Gregory B. Willis, Air Lease Corporation Carol Forsyte, Air Lease Corporation John-Paul Motley, Cooley LLP Logan Tiari, Cooley LLP
2024-05-14 - UPLOAD - AIR LEASE CORP File: 333-279152
United States securities and exchange commission logo
May 14, 2024
John L. Plueger
Chief Executive Officer
AIR LEASE CORP
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Re:AIR LEASE CORP
Registration Statement on Form S-3
Filed May 6, 2024
File No. 333-279152
Dear John L. Plueger:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2024-04-23 - CORRESP - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
CORRESP 1 filename1.htm CORRESP - Acceleration request ALLOGENE THERAPEUTICS, INC. 210 East Grand Avenue South San Francisco, CA 94080 April 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes RE: Allogene Therapeutics, Inc. Registration Statement on Form S-3 Filed March 14, 2024 File No. 333-277951 Ladies and Gentlemen: Allogene Therapeutics, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on April 25, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Charles J. Bair of Cooley LLP and Asa M. Henin of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Charles J. Bair at (858) 550-6142, or in his absence, Asa M. Henin at (858) 550-6104. Very truly yours, ALLOGENE THERAPEUTICS, INC. By: /s/ David Chang Name: David Chang Title: President and Chief Executive Officer cc: Geoffrey Parker, Allogene Therapeutics, Inc. Charles J. Bair, Cooley LLP Asa M. Henin, Cooley LLP
2024-04-22 - CORRESP - Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
CORRESP 1 filename1.htm CORRESP Aldeyra Therapeutics, Inc. 131 Hartwell Avenue Suite 320 Lexington, MA 02421 April 22, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Re: Aldeyra Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-277753) Dear Ms. Gama: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Aldeyra Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-3 effective at 4:00 p.m. Eastern Time on Wednesday, April 24, 2024 or as soon thereafter as practicable. The Company hereby authorizes Keith Scherer of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Please provide a copy of the Commission’s order declaring the Registration Statement effective to Keith Scherer at Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210. If possible, please also send such order by email to the attention of Keith Scherer at kscherer@gunder.com. Thank you for your attention on this matter. Very truly yours, Aldeyra Therapeutics, Inc. By: /s/ Todd C. Brady, M.D., Ph.D. Todd C. Brady, M.D., Ph.D. Chief Executive Officer cc: Keith Scherer, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
2024-04-09 - UPLOAD - Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) File: 377-07113
United States securities and exchange commission logo
April 9, 2024
Mark Gerhard
Chief Executive Officer
Centurion Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, NY 10065
Re:Centurion Acquisition Corp.
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted March 29, 2024
CIK No. 0002010930
Dear Mark Gerhard:
We have reviewed your amended draft registration statement and have the following
comment.
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 the 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
March 14, 2024 letter.
Form DRS/A submitted March 29, 2024
Risk Factors
If we are deemed to be an investment company, page 42
1.Refer to prior comment 2. Please state clearly that in the event you were deemed to be an
investment company you may be required to change your operations or wind down your
operations.
FirstName LastNameMark Gerhard
Comapany NameCenturion Acquisition Corp.
April 9, 2024 Page 2
FirstName LastName
Mark Gerhard
Centurion Acquisition Corp.
April 9, 2024
Page 2
Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Ruairi Regan at 202-551-3269 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Elliott M. Smith, Esq.
2024-03-19 - UPLOAD - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) File: 333-277951
United States securities and exchange commission logo
March 19, 2024
David Chang, M.D., Ph.D.
Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, CA 94080
Re:Allogene Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 14, 2024
File No. 333-277951
Dear David Chang:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Asa M. Henin, Esq.
2024-03-18 - CORRESP - Astera Labs, Inc. (ALAB) (CIK 0001736297)
CORRESP 1 filename1.htm CORRESP March 18, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Angelini Sarah Sidwell Kevin Stertzel Andrew Blume Re: Astera Labs, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-277205 Requested Date: March 19, 2024 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Astera Labs, Inc. (the “Company”) for the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its outside counsel, Goodwin Procter LLP may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that 163 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from March 8, 2024 through the date hereof, to prospective underwriters, institutions, dealers and others. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Thank you for your assistance in this matter. [Signature pages follow] Very truly yours, Acting severally on behalf of themselves and the several underwriters Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC By: /s/ Mitzi Madrid Diaz Name: Mitzi Madrid Diaz Title: Executive Director Very truly yours, Acting severally on behalf of themselves and the several underwriters Morgan Stanley & Co. LLC J.P. Morgan Securities LLC J.P. Morgan Securities LLC By: /s/ Greg Chamberlain Name: Greg Chamberlain Title: Managing Director
2024-03-18 - CORRESP - Astera Labs, Inc. (ALAB) (CIK 0001736297)
CORRESP 1 filename1.htm CORRESP Astera Labs, Inc. 2901 Tasman Drive, Suite 205 Santa Clara, California 95054 VIA EDGAR March 18, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Jennifer Angelini Sarah Sidwell Kevin Stertzel Andrew Blume Re: Astera Labs, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-277205 Requested Date: March 19, 2024 Requested Time: 4:00 P.M. Eastern Time Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Astera Labs, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to the “Requested Date” and “Requested Time” set forth above, or such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”). In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Bradley Weber at (650) 752-3226. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Bradley C. Weber. Under separate cover, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date and time. The representatives will also provide you with information with respect to clearance from the Financial Industry Regulatory Authority prior to the effective date. [Signature page follows] If you have any questions regarding this request, please contact Bradley Weber of Goodwin Procter LLP at (650) 752-3226. Sincerely, ASTERA LABS, INC. By: /s/ Jitendra Mohan Name: Jitendra Mohan Title: Chief Executive Officer cc: Bradley C. Weber, Goodwin Procter LLP Julia R. White, Goodwin Procter LLP John Hutar, Goodwin Procter LLP Heidi E. Mayon, Simpson Thacher & Bartlett LLP
2024-03-14 - UPLOAD - Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) File: 377-07113
United States securities and exchange commission logo
March 14, 2024
Mark Gerhard
Chief Executive Officer
Centurion Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, NY 10065
Re:Centurion Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted February 16, 2024
CIK No. 0002010930
Dear Mark Gerhard:
We have reviewed your 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.
Form DRS submitted February 16, 2024
Summary, page 1
1.Please reconcile the disclosure on page 21 that you may pay your expenses only
from interest withdrawn from the trust account with disclosure elsewhere in your
summary which appears to limit withdrawals of interest from the trust account to specific
limited circumstances such as payment of taxes.
Risk Factors
If we are deemed to be an investment company..., page 42
2.Please revise the risk factor on page 42 to disclose clearly that if you are found to be
operating as an unregistered investment company, in addition to being required to register
as an investment company, you may be required to change your operations or wind down
your operations. Also, clarify the consequences to investors if you are required to wind
down your operations as a result of this status, such as the losses of the investment
FirstName LastNameMark Gerhard
Comapany NameCenturion Acquisition Corp.
March 14, 2024 Page 2
FirstName LastName
Mark Gerhard
Centurion Acquisition Corp.
March 14, 2024
Page 2
opportunity in a target company, any price appreciation in the combined company, and
any warrants, which would expire worthless. Please confirm that if your facts and
circumstances change over time, you will update your disclosure to reflect how those
changes impact the risk that you may be considered to be operating as an unregistered
investment company.
3.Please tell us what recent guidance from the SEC you are referencing in the last paragraph
on page 42 which is a cause of uncertainty concerning the applicability of the Investment
Company Act or revise your disclosure as applicable.
Management, page 114
4.For each director or director nominee, please revise to briefly discuss the specific
experience, qualifications, attributes or skills that led to the conclusion that the person
should serve as a director. Refer to Item 401(e) of Regulation S-K.
Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Ruairi Regan at 202-551-3269 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Elliott M. Smith, Esq.
2024-03-13 - UPLOAD - Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235) File: 333-277753
United States securities and exchange commission logo
March 13, 2024
Todd Brady
Chief Executive Officer
Aldeyra Therapeutics, Inc.
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
Re:Aldeyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 7, 2024
File No. 333-277753
Dear Todd Brady:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Keith J. Scherer, Esq.
2024-03-01 - CORRESP - Astera Labs, Inc. (ALAB) (CIK 0001736297)
CORRESP 1 filename1.htm CORRESP Goodwin Procter 601 Marshall St. Redwood City, CA 94063 goodwinlaw.com + (650) 752-3100 March 1, 2024 Sarah Sidwell Jennifer Angelini Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Astera Labs, Inc. Registration Statement on Form S-1 Filed February 21, 2024 File No. 333-277205 Dear Staff: This letter is submitted on behalf of Astera Labs, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-1 filed on February 21, 2024 (the “Registration Statement”), as set forth in your letter dated February 27, 2024 addressed to Jitendra Mohan, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an Amended Registration Statement (the “Amended Registration Statement”), which includes changes that reflect responses to the Staff’s comments. For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amended Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending this letter and the Amended Registration Statement (marked to show changes from the Registration Statement) via email. Sarah Sidwell Jennifer Angelini March 1, 2024 Page 2 Form S-1 Filed February 21, 2024 General 1. Please revise your registration statement to include disclosure on the prospectus cover and elsewhere regarding the secondary offering. Refer to Items 501 and 507 of Regulation S-K. Please also revise Exhibit 107 as appropriate to reflect shares offered by the selling stockholders, and ensure that the opinion filed as Exhibit 5.1 covers such shares. RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page and pages 62 and 162 of the Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff that it will file an updated Exhibit 107 in connection with a subsequent filing to reflect the shares offered by the selling stockholders and any changes in the total amount being offered by the Company in the offering, as necessary. 2. We note that your registration statement includes a number of blanks and omitted information, and that a number of exhibits have not yet been filed. Please provide all missing information, including exhibits, in your next amendment, or tell us when you intend to do so. Please also confirm your understanding that the staff will need sufficient time to review this information, and we may have additional comments at that time. RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed additional exhibits in connection with the filing of the Amended Registration Statement. The Company further advises the Staff that it intends to provide the remaining information in, and file the remaining exhibits with, a subsequent filing prior to requesting effectiveness of its registration statement, apart from information that will not be available until the time the final prospectus is filed. Prospectus Summary The Offering, page 11 3. We note that the number of common stock to be outstanding immediately after the offering is based on your shares outstanding as of December 31, 2023, and excludes RSUs that have satisfied the time condition as of February 15, 2024. Please revise the number of outstanding common stock to reflect information as the date of your prospectus and to include RSUs that will satisfy the time and liquidity conditions with the offering. Include revisions as appropriate elsewhere in your registration statement. In addition, please confirm consistency with the number of RSUs disclosed on pages F-33 and II-3. RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 12, 13, 15, 57, 59, 60, 61, 62, and II-3 of the Amended Registration Statement in response to the Staff’s comment. The Company also respectfully advises that certain share numbers, as well as pro forma financial information, included in the Amended Registration Statement are being left blank at this time as they are dependent upon the offering price as it impacts the calculation of the net settlement of the restricted stock units for tax withholding purposes. These will be updated in subsequent filings that include the estimated offering price range or offering price. The Company further advises the Staff that there may be slight variations in the numbers presented in the forepart of its prospectus, as of the date of the prospectus, and the amounts provided on page II-3, as the amounts provided on page II-3 reflect all historical grants to date, and the numbers as of the date of this prospectus are inclusive of any subsequent forfeitures of outstanding securities. Sarah Sidwell Jennifer Angelini March 1, 2024 Page 3 Risk Factors Sales of substantial amounts of our common stock in the public markets…., page 47 4. Please update disclosure on page 48 regarding the number of outstanding securities and underlying shares as of December 31, 2023, to reflect information as of the date of your prospectus and to additionally include warrants. RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 47 and 48 of the Amended Registration Statement in response to the Staff’s comment. We anticipate spending substantial funds in connection with the tax liabilities that arise upon the initial settlement of RSUs...., page 48 5. Please revise to include all RSUs granted as of the date of your prospectus, and to provide quantification for RSUs that will satisfy the time and liquidity conditions with the offering (i.e., not limited to RSUs outstanding as of December 31, 2023). In addition, please revise to clarify whether there are limitations on your ability to issue future RSUs and to more fully describe the risks associated with future RSU issuances. RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 48 of the Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff that, as reflected in the revisions, February 15, 2024 was the most recent vesting date for the Company’s outstanding RSUs, and no additional RSUs will satisfy the time condition prior to or in connection with the completion of this offering. Additionally, the Company respectfully advises the Staff that it does not believe that there are any limitations on its ability to issue future RSUs or risks associated with future RSU issuances that are not otherwise described in the Amended Registration Statement. The Company further advises the Staff that it will make any necessary adjustments to the disclosure in the future as needed. [Signature Page Follows] Sarah Sidwell Jennifer Angelini March 1, 2024 Page 4 If you should have any questions concerning the enclosed matters, please contact the undersigned at (650) 752-3226. Sincerely, /s/ Bradley C. Weber Bradley C. Weber cc: Jitendra Mohan, Astera Labs, Inc. Julia R. White, Goodwin Procter LLP John Hutar, Goodwin Procter LLP Heidi E. Mayon, Simpson Thacher & Bartlett LLP
2024-02-29 - UPLOAD - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) File: 001-38693
United States securities and exchange commission logo
February 29, 2024
David Chang
President and Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
Re:Allogene Therapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-38693
Dear David Chang:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2024-02-27 - UPLOAD - Astera Labs, Inc. (ALAB) (CIK 0001736297) File: 377-06951
United States securities and exchange commission logo
February 27, 2024
Jitendra Mohan
Chief Executive Officer
Astera Labs, Inc.
2901 Tasman Drive, Suite 205
Santa Clara, CA 95054
Re:Astera Labs, Inc.
Registration Statement on Form S-1
Filed on February 21, 2024
File No. 333-277205
Dear Jitendra Mohan:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed February 12, 2024
General
1.Please revise your registration statement to include disclosure on the prospectus cover and
elsewhere regarding the secondary offering. Refer to Items 501 and 507 of Regulation S-
K. Please also revise Exhibit 107 as appropriate to reflect shares offered by the selling
stockholders, and ensure that the opinion filed as Exhibit 5.1 covers such shares.
2.We note that your registration statement includes a number of blanks and omitted
information, and that a number of exhibits have not yet been filed. Please provide all
missing information, including exhibits, in your next amendment, or tell us when you
intend to do so. Please also confirm your understanding that the staff will need sufficient
time to review this information, and we may have additional comments at that time.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
February 27, 2024 Page 2
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
February 27, 2024
Page 2
Prospectus Summary
The Offering, page 11
3.We note that the number of common stock to be outstanding immediately after the
offering is based on your shares outstanding as of December 31, 2023, and excludes RSUs
that have satisfied the time condition as of February 15, 2024. Please revise the number of
outstanding common stock to reflect information as the date of your prospectus and to
include RSUs that will satisfy the time and liquidity conditions with the offering. Include
revisions as appropriate elsewhere in your registration statement. In addition, please
confirm consistency with the number of RSUs disclosed on pages F-33 and II-3.
Risk Factors
Sales of substantial amounts of our common stock in the public markets...., page 47
4.Please update disclosure on page 48 regarding the number of outstanding securities and
underlying shares as of December 31, 2023, to reflect information as of the date of your
prospectus and to additionally include warrants.
We anticipate spending substantial funds in connection with the tax liabilities that arise upon the
initial settlement of RSUs...., page 48
5.Please revise to include all RSUs granted as of the date of your prospectus, and to provide
quantification for RSUs that will satisfy the time and liquidity conditions with the offering
(i.e., not limited to RSUs outstanding as of December 31, 2023). In addition, please revise
to clarify whether there are limitations on your ability to issue future RSUs and to more
fully describe the risks associated with future RSU issuances.
Please contact Kevin Stertzel at 202-551-3723 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Brad Weber
2024-02-22 - CORRESP - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. February 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Li Xiao Angela Connell Re: Allogene Therapeutics, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-38693 Dear Li Xiao and Angela Connell: We are writing in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 28, 2023 with respect to the above-referenced filing of Allogene Therapeutics, Inc. (“Allogene,” the “Company,” “our,” “us” or “we”). For your convenience, we have repeated the Staff’s comments before the Company’s responses below. Due to the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83). Form 10-K for Fiscal Year Ended December 31, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations Research and Development Expenses, page 85 1. We note your response to our prior comment one and your proposed disclosure revisions for your research and development expenses. Please further help us understand whether you track your external costs by product/program. If you do, please provide the related disaggregated information. Otherwise disclose the fact that you do not track external costs by product/program. We acknowledge the Staff’s comment and confirm that in future filings, starting with our Amended Annual Report on Form 10-K/A for the year ended December 31, 2022, we will disclose the fact that we do not track most of our external R&D expenses by program or product candidate because most of our external R&D expenses can be applied to different programs and product candidates. As an example, most of the purchased raw materials can be used in the manufacturing process of different product candidates. The amount of our external expenses for the year ended December 31, 2022 was approximately $[***], of which only $[***] can be assigned to specific programs or product candidates. FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. Notes to Consolidated Financial Statements 6. Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited, page 111 2. We note your response to prior comment two. We do not object to your determination that the License Agreement falls under the guidance in ASC 606. However, we do not see a basis for excluding the value of the Seed Preferred Shares received as partial consideration from the transaction price based on the application of the sales-based royalties guidance in ASC 606-10-55-65. Your basis for applying this guidance appears to be based on the recharacterization of your equity investment in Allogene Overland, which is in the form of Seed Preferred Shares, as “in substance a right to receive payments based on a percentage of net profit from commercial sales if and when the CAR T cell therapies are successful in clinical development, approved by regulators and commercially successful in the JV Territory.” Please address the following: • Cite the authoritative literature you relied upon in determining that it was appropriate to characterize your equity investment in Allogene Overland based on its economic substance rather than its legal form. • Explain your basis for determining that the economic substance was “a right to receive payments based on a percentage of net profit from commercial sales…” and point us to the specific sections of the organizational documents that outline these rights. • Explain your consideration of the Share Purchase Agreement dated December 14, 2020 which describes the Seed Preferred Shares as legal form equity capital with a par value of $0.0001 per share and a purchase price of approximately $2.2941 per share. • Provide us a copy of the Memorandum and Articles which set forth the rights, preferences, privileges and restrictions of the Seed Preferred Shares. Please refer to our response to the Staff’s comment No. 3. below. 3. We do not agree with your conclusion that because the License Agreement is within the scope of ASC 606, the guidance in ASC 323-10-30-2 and ASC 610-20 are not applicable. The Seed Preferred Shares received represent an equity investment in Allogene Overland and your respective ownership interest would require equity method accounting under ASC 323. ASC 323-10-30-2(b) specifically states that an investor should initially measure, at fair value, an investment in the common stock of an investee (including a joint venture) recognized upon the derecognition of a distinct nonfinancial asset or distinct in substance nonfinancial asset in accordance with Subtopic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. Furthermore, ASC 610-20 specifically interacts with ASC 606. 2 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. As it relates to the fair value of your equity investment, you stated that the estimated fair value, using net present value of future cash flows approach, on the date of transaction was de minimis due to various reasons listed. Explain why you did not consider the purchase price of $2.2941 specifically outlined in the Share Purchase Agreement to represent the fair value of your equity investment. In this regard, we note that Overland received 51 million Seed Preferred Shares for total cash consideration of $117 million based on the $2.2941 per share purchase price. It is therefore not clear why you would not have valued the 49 million Seed Preferred Shares you received at approximately $112.4 million. Please advise or revise accordingly. Measurement of Seed Preferred Shares Upon re-evaluation of the accounting for Seed Preferred Shares, the Company has concluded the Seed Preferred Shares will be initially measured at fair value of $[***]. The revised initial transaction price in accordance with ASC 606 with respect to the License Agreement will include the fair value of $[***] of the Seed Preferred Shares and the $40 million cash payment received from Allogene Overland. As a result, the revised initial transaction price of $[***] ($[***]+ $[***]) will be allocated as follows: (i) $[***] to the license of intellectual property and know-how, which will be recognized upon grant of license and delivery of know-how in the three months ended March 31, 2021 when the know-how was delivered; (ii) $[***] to the manufacturing license, related know-how and support, which will be recognized as the services are delivered; (iii) $[***] to the know-how developed in future periods, which will be recognized as the services are delivered and (iv) $[***] to participation in the joint steering committee, which will be recognized over time as the services are delivered. Determination of Fair Value of Seed Preferred Shares In estimating the fair value of the Seed Preferred Shares in accordance with ASC 820, the Company engaged a third-party valuation services firm to assist in determining the value of the Company’s investment as of December 14, 2020 (“Valuation Date”). The estimate of the business enterprise value of Allogene Overland relied on the value implied by Overland’s cash investment in Allogene Overland as the observable evidence supporting indication of value as of the Valuation Date, plus the probability adjusted present value of cash infusions expected from Overland in the future. In considering the methodology of developing the estimate of the business enterprise value of Allogene Overland, the Company’s management (“Management”) considered that Overland received an ownership interest of 51% in Allogene Overland for total cash consideration of $117 million, to be paid through payment of the closing cash (approximately $[***]) at the closing and through the quarterly payments at each quarterly payment date. Beginning in the first quarter occurring after the first anniversary of the closing of the Share Purchase Agreement (the “SPA”), Overland is obligated to pay to Allogene Overland an amount of cash equal to the lesser of the following (collectively, the “Quarterly Payments”): (a) [***]; and 3 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. (b) [***]. [***] [***] [***] Therefore, Management applied a probability adjustment to the future Quarterly Payments. Additionally, consideration was given to present valuing these future Quarterly Payments. The Company considered the following key information and sources in developing the probability adjustment: 1. Probability of oncology companies successfully moving from Phase 1 to Phase 2 (Pharmaceutical Probability of Success by Serena Zhou and Rob Johnson, Hay Clin Dev Success Rates 2014 Nature Biotech, Clinical Development Success Rates 2006-2015 – BIO Biomedtracker Amplion, and 2021 Clinical Development Success Rates 2011-2020); 2. Probability of CAR-T successfully moving from Phase 1 to Phase 2 (2021 Clinical Development Success Rates 2011-2020); 3. Probability of NME Oncology companies successfully moving from Phase 1 to Phase 2, and Probability of Biological Oncology companies successfully moving from Phase 1 to Phase 2 (Hay Clin Dev Success Rates 2014 nature Biotech); 4. Percentage of all startups that survive (The Venture Capital Funnel – CBI Insights); 5. Percentage of startups that survive three years and Probability of startups receiving a second round of financing (The Venture Capital Secret – CBI Insights); and 6. Probability of Non-NME Oncology companies successfully moving from Phase 1 to Phase 2 (Hay Clin Dev Success Rates 2014 Nature Biotech). The probability of success listed in these sources for the information above ranges from 30.0% (percentage of startups that survive) to 69.2% (Probability of Non-NME Oncology companies successfully moving from Phase 1 to Phase 2). In consideration of the above factors, Management believed [***]% is the reasonable percentage probability for such adjustment. As such, a probability of [***]% was applied on a cumulative basis to each quarterly payment following the Valuation Date, given the risk was expected to compound as time passed. 4 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. The probability weighted payments from Overland were discounted at a rate of [***]%, based on the 2-year CCC-rated yield curve as of the Valuation Date. The CCC-rated yield curve was deemed to be an appropriate basis for the credit risk of Overland. Based on the above information, the probability-adjusted present value of the remaining Quarterly Payments from Overland was estimated to be $[***]. In combination with Overland’s initial investment of $[***], the value of Overland’s total capital infusion was estimated to be $[***]. These cash payments were used as an indication of value for Overland’s 51% equity interests in Allogene Overland at the formation date. As such, the fair value of the Company’s 49% equity interests in Allogene Overland was estimated to be $[***]. Given the Company’s revised position regarding the fair value measurement of the Seed Preferred Shares, and our recent discussion with Staff, we understand Memorandum and Articles for the JV are no longer required. 4. You disclose that the negative basis difference between the recorded amount for the shares in Allogene Overland in the Company’s financial statements and proportionate share of net assets of Allogene Overland would be tracked in the “memo” accounts. Please explain what you mean by “memo” account and how this complies with the guidance in ASC 323- 10-35-13 which states that “a difference between the cost of an investment and the amount of underlying equity in net assets of an investee shall be accounted for as if the investee were a consolidated subsidiary.” Considering that the resulting basis difference is attributable to IPR&D, explain whether this IPR&D has an alternative future use and if not, your consideration of charging off such basis difference as IPR&D expense. Refer to the Background and Basis for Conclusions of ASU 2023-05 for further discussion of such basis differences. Accounting for Basis Difference In accordance with ASC 323-10-35-13, the Company performed an analysis to identify if a basis difference exists by determining the difference between the cost of the investment of $[***] and the amount of the Company’s underlying equity in net assets of Allogene Overland as of the date of the investment. Overland contributed $[***] to Allogene Overland, out of which $40 million was paid to the Company as partial consideration for the License Agreement. Allogene Overland would expense the cash payment of $40 million and the fair value of Seed Preferred Shares issued to the Company for the rights to the License Agreement and the know-how in accordance with ASC 730-10-25-2(c), because it represents in-process research and development (“IPR&D”) rights with no alternative future use. As a result, the remaining net assets of Allogene Overland were comprised of $[***] cash (i.e., the $[***] contributed by Overland less the $40 million of partial consideration for the License Agreement). The Company’s amount of underlying equity in net assets of Allogene Overland was $[***] (i.e., 49% of $[***]) as of the date of the investment in Allogene Overland. Therefore, the Company determined the resulting basis difference of $[***] (i.e., the initial cost of the Company’s investment in Overland of $[***] less the Company’s 5 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83 Certain confidential information identified by “[***]” has been omitted. underlying equity in net assets of $[***]) is attributable to the IPR&D rights and intellectual property, with no alternative future use, acquired by Allogene Overland under the License Agreement with the Company. Accordingly, as Allogene Overland’s asset is only cash, it does not represent a business, and the Company will expense the basis difference of $[***] in Other expenses within the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2020 and correspondingly will reduce the equity method investment in Allogene Overland by the same amount to $[***]. Subsequent to its investment, the Company expects to record its share of loss incurred by Allogene Overland in each reporting period. The Company plans to file its Amended Annual Report on Form 10-K for the year ended December 31, 2022 which will include the restated consolidated financial statements as of December 31, 2021 and 2022 and each of the three years in the period ended December 31, 2022. In addition, the Company plans to include restated quarterly financial information for 2023 and 2022 in the Annual Report on Form 10-K for the year ended December 31, 2023. * * * * * 6 FOIA Confide
2024-01-30 - UPLOAD - Astera Labs, Inc. (ALAB) (CIK 0001736297) File: 377-06951
United States securities and exchange commission logo
January 30, 2024
Jitendra Mohan
Chief Executive Officer
Astera Labs, Inc.
2901 Tasman Drive, Suite 205
Santa Clara, CA 95054
Re:Astera Labs, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted January 16, 2024
CIK No. 001736297
Dear Jitendra Mohan:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 9, 2024 letter.
Amendment No. 2 to Draft Registration Statement
General
1.Please revise your registration statement to include the information required by Item 507
of Regulation S-K.
Exhibits
2.We note references to lock-up and market standoff arrangements or agreements
throughout your registration statement. If these will be stand-alone agreements, separate
from your underwriting agreement, please revise your exhibit index and file these as
exhibits.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
January 30, 2024 Page 2
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
January 30, 2024
Page 2
Please contact Kevin Stertzel at 202-551-3723 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Brad Weber
2024-01-23 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum
Corporation of China Limited
January 23, 2024
Via EDGAR
Mr. Christopher Dunham and Mr. Andrew Mew
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of
China Limited
Form 20-F for Fiscal
Year Ended December 31, 2022
Comment Letter dated December 26,
2023
File No. 001-15264
Dear Mr. Dunham and Mr. Mew:
This letter is in response to the comment letter
from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”), dated December 26, 2023, relating to our response dated November 17, 2023 to the comment letter
from the Staff of the Commission dated October 19, 2023, in each case with respect to the Annual Report of Aluminum Corporation
of China Limited (“the Company”) on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”),
which was filed with the Commission on April 25, 2023. The Company expresses its appreciation to the Staff for taking the time to
review the 2022 Form 20-F and our prior response, and for providing the helpful comments.
The Company has filed today, via EDGAR, this letter
and the Amendment No. 1 to the 2022 Form 20-F (the “Amendment No. 1”) with the Commission. The Company has
responded, to the extent relevant, to each of the Staff’s comments by incorporating revisions in the Amendment No.1 in light of
the comment or providing supplemental information in this letter.
To facilitate the Staff’s review, we have
included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s
response immediately following each comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
terms in the 2022 Form 20-F. The page numbers in the responses shall refer to the page numbers appearing on the bottom
of the 2022 Form 20-F.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-2-
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 139
1. We note your response to comment 1 indicates that a “Chinese
governmental entity has a controlling financial interest in the Company and each such wholly-owned
subsidiary,” as well as in all 14 of your partially-owned subsidiaries, either through
you or other entities controlled by Chinese government entities. Please revise your annual
report consistent with your response, quantifying the percentage of your shares or the shares
of your consolidated operating entities owned by governmental entities in each foreign jurisdiction
in which you have consolidated operating entities.
Response:
In response to the Staff’s comments, the Company has
amended the disclosure under “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in Amendment
No.1.
2. We note that you do not believe that any members of your board
of directors or your supervisors, including those who are members or officials of the Communist
Party Committees of Aluminum Corporation of China or Chinalco, are Chinese Communist Party
officials. Please clarify the basis for this statement given that Article 33 of the
Chinese Communist Party Constitution addresses the leading Party members groups or Party
committees of state-owned enterprises, indicating they should play a leadership role and
discuss and decide on major issues of their enterprise in accordance with regulations.
In your response, please address the following:
· Please explain to
us in reasonable detail the roles and responsibilities of the Communist Party Committees
of Aluminum Corporation of China and Chinalco, including how they participate in deciding
the major issues of their enterprise and the extent to which this group approves and directs
the major decisions and activities of their enterprise.
Response:
The Company respectfully advises the Staff that, pursuant
to Article 30 of the Charter of the Chinese Communist Party (the “CCP Charter”), any enterprise in the PRC (including
private companies) that has no less than three CCP members is required to establish a primary-level party organization (the “Primary-level
Party Organization,” also commonly referred to as the committee of CCP), which is the elementary operating unit of the CCP. The
Company and Chinalco, having more than three CCP members each, have accordingly set up such organizations in compliance with the CCP
Charter.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-3-
With respect to the roles and responsibilities of Primary-level
Party Organizations, as outlined in Article 33 of the CCP Charter, they carry leadership responsibilities in state-owned enterprises.
These include overseeing the implementation of CCP and PRC policies and guidelines, supporting the shareholders’ meeting, board
of directors, board of supervisors, and management in their duties, and deliberating on major enterprise issues. However, the Company
clarifies that these organizations in both the Company and Chinalco, while obligated to fulfill their leadership roles, do not supersede
or replace the functions of the shareholders’ meeting, board of directors, or board of supervisors. They provide high-level guidance
on significant matters, complementing the corporate governance bodies without conflict.
Furthermore,
the Company has a statutory corporate governance structure in accordance with the Company Law of the PRC (the “Company Law”).
This structure, including the board of directors (the “Board of Directors”), supervisory committee (the “Supervisory
Committee”), and senior management (collectively, the “Corporate Governance Bodies”), operates independently of the
Company’s Primary-level Party Organization. As detailed in Article 104 of the Company’s Articles of Association (revised
in Item 16I of Amendment No. 1 and as addressed in our response dated September 11, 2023, to Question 6 of the Commission’s
previous comment letter), the role of the Company’s Primary-level Party Organization is assessing, discussing, and advising on
major issues before their submission to the appropriate Corporate Governance Bodies for decision-making or implementation. These issues
predominantly include overseeing CCP policy implementation, discussing significant operational and management matters, and advising
on the management candidates nominated by the nomination committee established under the Company’s Board of Directors. Accordingly,
the Company respectfully advises the Staff that, the Company’s Primary-level Party Organization is not the ultimate decision-making
body of the Company, and the decision-making authority rests with the Company’s Board of Directors, which is subject to the supervision
of the Supervisory Committee and all the Company’s shareholders according to Chapter 11 of its Articles of Association.
Additionally,
the Company advises that, according to the Company’s Articles of Association, Chinalco, as the Company’s controlling
shareholder, is entitled to nominate the candidates for the Company’s directors and shareholder representative supervisors based
on the recommendation of Chinalco’s Primary-level Party Organization, whereas the Company’s Primary-level Party Organization
has the right to recommend candidates for management nominated by the Company’s nomination committee. It is important to note,
however, that all the Company’s directors and supervisors have been lawfully elected and approved by shareholder polls at the Company’s
general meetings, and are obliged to fulfill their respective responsibilities in compliance with the Company Law, the Hong Kong Listing
Rules, the Company’s Articles of Association, and other applicable rules and regulations. Furthermore, since the Company and
Chinalco are legally distinct entities with independent corporate governance structures, Chinalco’s Primary-level Party Organization
cannot directly influence the Company’s major decisions or activities.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-4-
· Please provide us
with a detailed explanation of the roles and responsibilities of each of your directors or
supervisors who is also an official or member of the Communist Party Committees of Aluminum
Corporation of China or Chinalco on Chalco’s operations and major decisions.
Response:
The
Company respectfully advises the Staff that it has established and effectively operates Corporate Governance Bodies in accordance with
the Company Law, the Hong Kong Listing Rules, as well as other applicable rules and regulations. The following is a table detailing
the primary roles and responsibilities of the Company’s directors and supervisors who are members of the CCP, including their respective
positions in the Primary-level Party Organizations of either the Company, Chinalco, or both, where applicable. Unless otherwise specified,
the following information is as of the date of the 2022 Form 20-F.
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
Directors
1.
Liu
Jianping(1)
o Former executive director
o Former chairman of the Board
o Former chairman of nomination
committee
o Former chairman of development
and planning committee
o Lead and supervise the overall
operation and performance of duties of the Board of Directors;
o Lead the discussions and studies
concerning the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Lead the review and assessment
of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns
Yes;
secretary
o Lead the overall supervision
on the implementation of the CCP policies;
o Organize discussions and research
on the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee
Yes;
deputy secretary
2.
Dong
Jianxiong(2)
o Executive director
o Chairman of the Board of Directors
o Chairman of development and planning
committee
o Member of nomination committee
o Lead and supervise the overall
operation and performance of duties of the Board of Directors;
o Lead the review and assessment
of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns; and
o Discuss and study the structure
and composition of the Board of Directors, and make suggestions to the Board of Directors
No
Not
applicable
Yes;
member
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-5-
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
3.
Zhu
Runzhou
o Executive director
o President
o Chairman of occupational health
and safety and environment committee
o Member of nomination committee
o Member of development and planning
committee
o Lead the Company’s operation
and management during the ordinary course of business;
o Lead the annual planning and
oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the
Board of Directors;
o Discuss and study the structure
and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Review and assess the Company’s
strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns
Yes;
deputy secretary
o Assist the secretary of the Company’s
Primary-level Party Organization in the management of CCP members and foreign affairs
o Discuss and research the Company’s
major issues and make recommendations to the Board of Directors and Supervisory Committee
No
4.
Ou
Xiaowu
o Executive director
o Member of occupational health
and safety and environment committee
o Lead the management of the news
and publicity work, public relations, corporate culture construction, and other issues concerning social responsibilities; and
o Discuss annual planning and oversee
the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of
Directors
Yes;
deputy secretary and secretary of the Discipline Inspection Committee
o Lead the discipline inspection
works and supervise the adherence to CCP policies and guidance
o Discuss and research the Company’s
major issues and make recommendations to the Board of Directors and Supervisory Committee
No
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-6-
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
5.
Jiang
Tao
o Executive director
o Vice president
o Member of occupational health
and safety and environment committee
o Lead the operation and management
of the sales, marketing and safety production; and
o Discuss annual planning and oversee
the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of
2024-01-17 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) File: 000-56144
United States securities and exchange commission logo
January 17, 2024
Matt Reid
Principal Executive Officer, Principal Accounting Officer and Director
APPlife Digital Solutions Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Form 10-K for the Fiscal Year ended June 30, 2023
File No. 000-56144
Dear Matt Reid:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
2024-01-10 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis January 10, 2024 United States Securities and Exchange Commission Division of Corporation Finance Attn: Ryan Rohn 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Form 10-K for the Fiscal Year ended June 30, 2023 Filed October 2, 2023 File No. 000-56144 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated December 27, 2023 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Form 10-K for the Fiscal Year ended June 30, 2023 Item 9A. Controls and Procedures, page F-15 1. Please amend your filing to include Management’s annual report on internal control over financial reporting. Refer to Item 308 of Regulation S-K. Response: We have amended the disclosure in Item 9A Controls and Procedures to include Management’s annual report on internal control over financial reporting and filed an amendment on Form 10-K/A. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2024-01-09 - UPLOAD - Astera Labs, Inc. (ALAB) (CIK 0001736297) File: 377-06951
United States securities and exchange commission logo
January 9, 2024
Jitendra Mohan
Chief Executive Officer
Astera Labs, Inc.
2901 Tasman Drive, Suite 205
Santa Clara, CA 95054
Re:Astera Labs, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 21, 2023
CIK No. 001736297
Dear Jitendra Mohan:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 7, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Business, page 85
1.We note your response to our prior comments 10 and 13. Please revise your business
section to more fully discuss your dependence on one or a few major customers, including
the material terms of your arrangements therewith. In addition, revise your disclosure to
more fully and clearly describe the sales and marketing of your products. In this regard,
we note your response that, “The Company’s distributors and certain of its OEMs and
ODMs then sell its products to end customers in market globally,” and disclosure on page
101 that, “We sell and support our products globally through our direct sales force and
field applications engineering (“FAE”) team.” Please revise to reconcile this apparent
inconsistency.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
January 9, 2024 Page 2
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
January 9, 2024
Page 2
2.We note your response to our prior comment 11 and reissue it in part. We note disclosure
regarding the importance of artificial intelligence (AI) to your business, including that
your financial performance and growth will be driven in large part by the demand for AI
workloads. We further note disclosure that broad-based AI adoption is in its early phases
(page 87) and that AI-adoption is likely to continue and may accelerate (page 25). Please
revise your business section to provide a more balanced discussion of AI. Include, without
limitation, a discussion of the potential limitations, obstacles, and uncertainties associated
with AI adoption, use, and commercialization. Additionally revise your risk factors
disclosure as appropriate to discuss any material related risks to the company and
investors.
Executive Compensation, page 114
3.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.
Notes to Consolidated Financial Statements
9. Common Stock and Common Stock Warrants, page F-23
4.We note your response to comment 18. As noted in ASC 718-10-20, the definition of a
service condition includes those related to "a nonemployee delivering goods or rendering
services to the grantor over a vesting period." Accordingly, please tell us why you believe
customer warrants exercisable based on "specified tranches of global payments" include a
performance condition and not a service condition. As previously requested, considering
your accounting policy to recognize stock-based compensation forfeitures as they occur,
specifically clarify why you do not initially reduce the transaction price for the full
number of warrants that could vest regardless of probability and adjust the transaction
price at the time awards are forfeited to reverse the effect of the forfeited awards. If your
non-employee forfeiture policy differs from the policy indicated in your response and
disclosed on page F-11, please advise and revise your disclosures accordingly.
Please contact Kevin Stertzel at 202-551-3723 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Brad Weber
2024-01-04 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
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Aluminum Corporation
of China Limited
January 4, 2024
Via EDGAR
Mr. Christopher
Dunham and Mr. Andrew Mew
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum
Corporation of China Limited
Form
20-F for Fiscal Year Ended December 31, 2022
Comment
Letter dated December 26, 2023
File
No. 001-15264
Dear Mr. Dunham
and Mr. Mew:
Aluminum
Corporation of China Limited (the “Company”) acknowledges receipt of your comment letter dated December 26, 2023 (the “Comment
Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission regarding the above referenced Annual Report on Form 20-F of the Company.
The
Comment Letter requires that the Company either respond to the comments in the Comment Letter within ten business days or inform the
Staff when the Company will provide a response. This correspondence is to request for an extension of ten (10) business days further
to our outside counsel’s email to Mr. Christopher Dunham on January 2, 2024. The Company will formally respond to
the Comment Letter on or before January 24, 2024.
*
* *
We
are grateful for the Staff’s assistance in this matter. In the meantime, if the Staff has any questions, please do not hesitate
to contact the Company’s outside counsel, Mr. Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP at +852-2826-8688 or via
e-mail at linc@sullcrom.com.
Very
truly yours,
/s/ Ge Xiaolei
Ge
Xiaolei
Chief
Financial Officer and
Secretary
to the Board
cc:
Ching-Yang
Lin, Esq., Partner
Chun
Wei, Esq., Of Counsel
(Sullivan
& Cromwell (Hong Kong) LLP)
2023-12-28 - UPLOAD - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) File: 001-38693
United States securities and exchange commission logo
December 28, 2023
David Chang
President and Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
Re:Allogene Therapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-38693
Dear David Chang:
We have reviewed your December 15, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 21, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development Expenses, page 85
1.We note your response to our prior comment one and your proposed disclosure revisions
for your research and development expenses. Please further help us understand whether
you track your external costs by product/program. If you do, please provide the related
disaggregated information. Otherwise disclose the fact that you do not track external costs
by product/program.
FirstName LastNameDavid Chang
Comapany NameAllogene Therapeutics, Inc.
December 28, 2023 Page 2
FirstName LastName
David Chang
Allogene Therapeutics, Inc.
December 28, 2023
Page 2
Notes to Consolidated Financial Statements
6. Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited, page
111
2.We note your response to prior comment two. We do not object to your determination
that the License Agreement falls under the guidance in ASC 606. However, we do not see
a basis for excluding the value of the Seed Preferred Shares received as partial
consideration from the transaction price based on the application of the sales-based
royalties guidance in ASC 606-10-55-65. Your basis for applying this guidance appears
to be based on the recharacterization of your equity investment in Allogene Overland,
which is in the form of Seed Preferred Shares, as “in substance a right to receive payments
based on a percentage of net profit from commercial sales if and when the CAR T cell
therapies are successful in clinical development, approved by regulators and commercially
successful in the JV Territory.” Please address the following:
•Cite the authoritative literature you relied upon in determining that it was appropriate
to characterize your equity investment in Allogene Overland based on its economic
substance rather than its legal form.
•Explain your basis for determining that the economic substance was “a right to
receive payments based on a percentage of net profit from commercial sales…” and
point us to the specific sections of the organizational documents that outline these
rights.
•Explain your consideration of the Share Purchase Agreement dated December 14,
2020 which describes the Seed Preferred Shares as legal form equity capital with a
par value of $0.0001 per share and a purchase price of approximately $2.2941 per
share.
•Provide us a copy of the Memorandum and Articles which set forth the rights,
preferences, privileges and restrictions of the Seed Preferred Shares.
3.We do not agree with your conclusion that because the License Agreement is within the
scope of ASC 606, the guidance in ASC 323-10-30-2 and ASC 610-20 are not applicable.
The Seed Preferred Shares received represent an equity investment in Allogene Overland
and your respective ownership interest would require equity method accounting under
ASC 323. ASC 323-10-30-2(b) specifically states that an investor should initially
measure, at fair value, an investment in the common stock of an investee (including a
joint venture) recognized upon the derecognition of a distinct nonfinancial asset or distinct
in substance nonfinancial asset in accordance with Subtopic 610-20, Gains and Losses
from the Derecognition of Nonfinancial Assets. Furthermore, ASC 610-20 specifically
interacts with ASC 606.
As it relates to the fair value of your equity investment, you stated that the estimated fair
value, using net present value of future cash flows approach, on the date of transaction
was de minimis due to various reasons listed. Explain why you did not consider the
purchase price of $2.2941 specifically outlined in the Share Purchase Agreement to
FirstName LastNameDavid Chang
Comapany NameAllogene Therapeutics, Inc.
December 28, 2023 Page 3
FirstName LastName
David Chang
Allogene Therapeutics, Inc.
December 28, 2023
Page 3
represent the fair value of your equity investment. In this regard, we note that Overland
received 51 million Seed Preferred Shares for total cash consideration of $117 million
based on the $2.2941 per share purchase price. It is therefore not clear why you would not
have valued the 49 million Seed Preferred Shares you received at approximately $112.4
million. Please advise or revise accordingly.
4.You disclose that the negative basis difference between the recorded amount for the shares
in Allogene Overland in the Company’s financial statements and proportionate share of
net assets of Allogene Overland would be tracked in the “memo” accounts. Please explain
what you mean by “memo” account and how this complies with the guidance in ASC 323-
10-35-13 which states that “a difference between the cost of an investment and the amount
of underlying equity in net assets of an investee shall be accounted for as if the investee
were a consolidated subsidiary.” Considering that the resulting basis difference is
attributable to IPR&D, explain whether this IPR&D has an alternative future use and if
not, your consideration of charging off such basis difference as IPR&D expense. Refer to
the Background and Basis for Conclusions of ASU 2023-05 for further discussion of such
basis differences.
Please contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2023-12-27 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) File: 000-56144
United States securities and exchange commission logo
December 27, 2023
Matt Reid
Principal Executive Officer, Principal Accounting Officer and Director
APPlife Digital Solutions Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Form 10-K for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 000-56144
Dear Matt Reid:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended June 30, 2023
Item 9A. Controls and Procedures , page F-15
1.Please amend your filing to include Management’s annual report on internal control over
financial reporting. Refer to Item 308 of Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,
FirstName LastNameMatt Reid
Comapany NameAPPlife Digital Solutions Inc.
December 27, 2023 Page 2
FirstName LastName
Matt Reid
APPlife Digital Solutions Inc.
December 27, 2023
Page 2
Division of Corporation Finance
Office of Technology
2023-12-26 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) File: 001-15264
United States securities and exchange commission logo
December 26, 2023
Zhu Runzhou
Chief Executive Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street, Haidian District, Beijing
People’s Republic of China (100082)
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated November 17, 2023
File No. 001-15264
Dear Zhu Runzhou:
We have reviewed your November 17, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 19, 2023
letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 139
1.We note your response to comment 1 indicates that a "Chinese governmental entity has a
controlling financial interest in the Company and each such wholly-owned subsidiary," as
well as in all 14 of your partially-owned subsidiaries, either through you or other entities
controlled by Chinese government entities. Please revise your annual report consistent
with your response, quantifying the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities.
2.We note that you do not believe that any members of your board of directors or your
supervisors, including those who are members or officials of the Communist Party
Committees of Aluminum Corporation of China or Chinalco, are Chinese Communist
Party officials. Please clarify the basis for this statement given that Article 33 of the
FirstName LastNameZhu Runzhou
Comapany NameAluminum Corporation of China Limited
December 26, 2023 Page 2
FirstName LastName
Zhu Runzhou
Aluminum Corporation of China Limited
December 26, 2023
Page 2
Chinese Communist Party Constitution addresses the leading Party members groups or
Party committees of state-owned enterprises, indicating they should play a leadership role
and discuss and decide on major issues of their enterprise in accordance with regulations.
In your response, please address the following:
•Please explain to us in reasonable detail the roles and responsibilities of the
Communist Party Committees of Aluminum Corporation of China and Chinalco,
including how they participate in deciding the major issues of their enterprise and the
extent to which this group approves and directs the major decisions and activities of
their enterprise.
•Please provide us with a detailed explanation of the roles and responsibilities of each
of your directors or supervisors who is also an official or member of the Communist
Party Committees of Aluminum Corporation of China or Chinalco on
Chalco's operations and major decisions.
•Please explain to us in more detail how you considered whether the Communist Party
Committees of Aluminum Corporation of China or Chinalco has effectively been
appointed by or is effectively acting as an agent for the Chinese Communist Party
and whether the functions of this role would reasonably meet a definition of a
Chinese Communist Party official.
Please contact Christopher Dunham at 202-551-3783 or Andrew Mew at 202-551-3377
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Chin-Yang Lin
2023-12-19 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
United States securities and exchange commission logo
December 19, 2023
Alan A. Villalon
Chief Financial Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, ND 58201
Re:Alerus Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-39036
Dear Alan A. Villalon:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
2023-12-18 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP
1
filename1.htm
December 18, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Katharine Garrett
Re: Alerus Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-39036
Dear Ms. Garrett:
On behalf of Alerus Financial Corporation (the
“Company”), we are writing in response to the comments received from the staff of the Division of Corporation Finance
(the “Staff”) of the U.S. Securities and Exchange Commission by letter dated December 4, 2023 (the “Comment
Letter”), with respect to the above-referenced Form 10-K for Fiscal Year Ended December 31, 2022.
For the convenience of the Staff’s review,
we have set forth the comments contained in the Comment Letter in italics, followed by the responses of the Company. The numbered responses
set out below correspond to the numbered comments from the Staff.
Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations Loans, page 74
1. We note the tabular disclosure on page 75 detailing the composition of your gross loan portfolio,
which includes commercial real estate (“CRE”). Given the significance of CRE in your total loan portfolio, please revise
your disclosures, in future filings, to further disaggregate the composition of your CRE loan portfolio by borrower type
(e.g., by office, hotel, multifamily, etc.), geographic concentrations and other characteristics (e.g., current weighted average
and/or range of loan-to-value ratios, occupancy rates, etc.), if any. In addition, revise to describe the specific details of any
risk management policies, procedures or other actions undertaken by management in response to the current environment.
Response:
In the Company’s future filings,
it will further disaggregate the composition of its CRE loan portfolio by borrower type, geographic concentrations and other characteristics,
if any, and will also revise its disclosures to describe the specific details of any risk management policies, procedures or other actions
undertaken by its management in response to the current environment, in each case, beginning with the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2023.
200 West Madison Street, Suite 3900
| Chicago, Illinois 60606 | T. 312.984.3100 | F. 312.984.3150 | bfkn.com
Securities and Exchange Commission
December 18, 2023
Page 2
Item 8. Financial Statements and Supplementary
Data
Note 3 Business Combinations, page 106
2. We note you completed the acquisition of Metro Phoenix Bank in July 2022. Please tell us how you
considered the disclosure requirements of ASC 805-10-50-2(h) and revise your future periodic filings to include all the required
disclosures as applicable including, for instance, the supplemental pro forma information.
Response:
The Company respectfully submits that
its acquisition of Metro Phoenix Bank did not constitute an acquisition that was material to the Company’s financial statements.
Accordingly, the Company believed that the disclosure requirements of ASC 805-10-50-2(h)(2) did not apply in this situation. However,
the Company will include this disclosure in future filings.
To support this determination, the Company
advises the Staff as follows:
· The Company’s investments in Metro Phoenix Bank as a percentage of the Company’s aggregate
worldwide market value as of December 31, 2021 was 12.63%;
· The share of total assets acquired of Metro Phoenix Bank as a percentage of the Company’s total
consolidated assets as of December 31, 2021 was 12.14%; and
· The income from continuing operations (before taxes) of Metro Phoenix Bank as a percentage of the Company’s
consolidated income from continuing operations (before taxes) for the year ended December 31, 2021 was 13.66%.
* * * * *
The Company believes the foregoing provides a
complete response to the Comment Letter. If you have questions regarding the foregoing or require any additional information, please feel
free to contact me directly at (312) 629-5143.
Sincerely,
/s/ Joseph T. Ceithaml
Joseph T. Ceithaml
cc: Amit Pande
(Securities and Exchange Commission)
Katie Lorenson
Nicholas Brenckman
(Alerus Financial Corporation)
2023-12-15 - CORRESP - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted. December 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Li Xiao Angela Connell Re: Allogene Therapeutics, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-38693 Dear Li Xiao and Angela Connell: We are writing in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 21, 2023 with respect to the above-referenced filing of Allogene Therapeutics, Inc. (“Allogene,” the “Company,” “our,” “us” or “we”). For your convenience, we have repeated the Staff’s comments before the Company’s responses below. Due to the commercially sensitive nature of information contained in this letter, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on Information and Requests (17 C.F.R. § 200.83). Form 10-K for Fiscal Year Ended December 31, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations Research and Development Expenses, page 85 1. We note you reported significant research and development expenses and that you have multiple programs/product candidates in varying stages of development and clinical testing, and note that you expect your research and development expenses to increase. Please confirm that you will revise future filings to provide more details about your research and development expenses for each period presented, including but not limited to by product/program, internal versus external, as well as by the nature of the expenses. For example, in discussing the specific reasons for significant changes in research and development expenses, quantify the change by each product candidate for which significant investments were made during the periods. Refer to Item 303(b) of Regulation S-K. To the extent that you do not track expenses by product candidate, please disclose as such. FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted. We acknowledge the Staff’s comment and confirm that in future filings, starting with our Annual Report on Form 10-K for the year ending December 31, 2023, we will provide more details about our research and development (“R&D”) expenses for each period presented, including but not limited to internal versus external expenses as well as the nature of the expenses. We do not track total R&D expenses by program or product candidate because these costs do not necessarily correlate to the overall R&D efforts attributable to such program or product candidate and these costs can vary significantly from period to period. We manage our R&D efforts on a dynamic basis in response to scientific and clinical success of each product candidate, as well as an assessment of each product candidate’s commercial potential and probability of success. For so long as we continue not to track total R&D expenses by program or product candidate, we will disclose that fact in our future filings with the SEC. Notes to Consolidated Financial Statements 6. Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited, page 111 2. Please address the following as it relates to your Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited (Allogene Overland): • Provide your analysis under ASC 606 supporting your determination that the transaction price should not include the fair value of the Seed Preferred Shares received from Allogene Overland, representing a 49% ownership interest. As part of your response, address your consideration of Article 8.1 of the License Agreement, which specifically states that upfront consideration for the license included both the $40 million non-refundable payment and the Seed Preferred Shares representing 49% of Allogene Overland. • Tell us and revise your future filings to disclose the amount of the transaction price allocated to each performance obligation. • Provide your analysis under ASC 323 supporting the initial measurement of your investment in Allogene Overland at zero. Address the following as part of your response: • Explain your consideration of ASC 323-10-30-2 in determining the applicability of ASC 610-20 and whether the license transferred should be measured based on its fair value. • Explain whether you identified a basis difference between your initial investment in Allogene Overland and your proportionate share of the underlying net assets in Allogene Overland and your accounting treatment for any such basis difference. • Provide your analysis under ASC 810 supporting your determination that you are not the primary beneficiary of Allogene Overland. As part of your response, identify the activities of Allogene Overland that most significantly impact its economic performance and explain how you determined that you do not have the power to direct such activities and therefore do not hold a controlling financial interest. To the extent that the power is shared among the variable interest holders, clarify whether there is a tie-breaking mechanism in place with respect to key decision making. • Please confirm with us that in future filings you will expand to provide all the required disclosures under ASC 810-10-50 Disclosure – Variable Interest Entities, including but not limited to those required for nonprimary beneficiary holder of a variable interest in a VIE under 50-4, as well as other disclosures needed to fulfill the principal objectives under 50-2AA. 2 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted. We acknowledge the Staff’s comment and would like to provide some additional analysis below to clarify our accounting position. We confirm that in future filings, starting with our Annual Report on Form 10-K for the year ending December 31, 2023, we will make the additional disclosures requested by the Staff. Overview of the arrangements [***] [***] On December 14, 2020, the Company and Overland Pharmaceuticals (CY) Inc. (“Overland”) formed the joint venture company (“Joint Venture”), Allogene Overland Biopharm (“Allogene Overland”), to focus on the development, manufacturing and commercialization of allogeneic CAR T cell therapies for patients in greater China, Taiwan, South Korea and Singapore (the “JV Territory”). As part of the formation of the Joint Venture, the Company entered into a Share Purchase Agreement (“SPA”) and a Shareholders’ Agreement with Allogene Overland and Overland, and an Exclusive License Agreement with Allogene Overland (“License Agreement”) (the SPA, Shareholders’ Agreement, and License Agreement are collectively referred to as the “Agreements”). To further facilitate development of the licensed products in the JV Territory, Allogene Overland assigned the License Agreement to a wholly owned subsidiary, Allogene Overland BioPharm (HK) Limited, which then assigned the License Agreement to wholly owned subsidiary Allogene Overland Biopharm (PRC) Co., Limited. Pursuant to the SPA, the Company acquired Seed Preferred Shares in Allogene Overland representing 49% of Allogene Overland’s outstanding stock as partial consideration for the License Agreement, and Overland acquired Seed Preferred Shares representing 51% of Allogene Overland’s outstanding stock for $117.0 million payable as follows: since inception through December 31, 2022, $[***] was paid upfront and $[***] was paid quarterly consistent with the anticipated cash needs to support clinical development and future commercialization cell therapies in the JV Territory. As of December 31, 2022, the Company and Overland were the sole equity holders in Allogene Overland. Pursuant to the Agreements, the Company received an upfront cash payment of $40 million, is eligible to receive up to an additional $40 million in total development milestones based on regulatory approvals, low to mid single-digit royalties on net sales in the JV Territory, subject to reductions in specified circumstances, and equity ownership in Allogene Overland. The Company’s initial 49% equity ownership1 in Allogene Overland is in substance a right to receive payments based on a percentage of net profit from commercial sales if and when the CAR T cell therapies are successful in clinical development, approved by regulators and commercially successful in the JV Territory. 1 The Company is not obligated to provide additional capital to Allogene Overland. Therefore, the Company’s equity ownership in Allogene Overland will be significantly lower prior to the time at which commercial sales occur due to anticipated dilution when additional capital is needed to fund future clinical development. 3 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted. In assessing the accounting, the Company concluded it is appropriate to reflect the economic substance rather than the form of the arrangement. The substance of the arrangement is a licensing of the Company’s intellectual property and the rights to develop, manufacture and commercialize certain clinical-stage allogeneic CAR T cell therapies in the JV Territory in exchange for upfront fees, milestone payments based on achievement of regulatory approval, payments based on a percentage of commercial sales and payments based on a percentage of net profits from commercial sales. Accounting Analysis As the Company acquired the Seed Preferred Shares in Allogene Overland, the Company first applied the ASC 810, Consolidation guidance to assess whether it has a controlling financial interest in Allogene Overland. The Company concluded that Allogene Overland is a Variable Interest Entity (“VIE”). Because the Company does not have the power to direct the activities that most significantly affect the economic performance of Allogene Overland, the Company is not the primary beneficiary of Allogene Overland and should not consolidate the entity. Analysis of the primary beneficiary in the Allogene Overland The Company respectfully advises the Staff that it considered ASC 810. ASC 810-10-25-38A states in relevant part: “a party is deemed to be the primary beneficiary of a variable interest entity (and therefore consolidate the VIE) if it has both of the following characteristics of a controlling financial interests in a VIE: • The power to direct the activities that most significantly affect the VIE’s economic performance. • The obligation to absorb losses or the right to receive residual returns of the VIE that could potentially be significant to the VIE.” The Company concluded that it does not have unilateral control over any of the significant decisions which affect the economics of the entity after it identified the following activities that most significantly affect the VIE’s economic performance: 1. [***] 2. [***] 3. [***] 4. [***] and 5. Decisions that affect research and development to reach commercialization or decisions that affect the collaboration plan. Other than #5, which such decisions are controlled by both Allogene Overland’s Board of Directors and the Joint Steering Committee (“JSC”), all significant decisions require approval by Allogene Overland’s Board of Directors, which is comprised of two representatives from the Company, two representatives from Overland, and one representative from Allogene Overland (its Chief Executive Officer). Further, Allogene and Overland jointly have the right to [***], subject to approval by the Board of Directors of Allogene Overland. Notably, the Board of Directors has an odd number of Directors, and as such, a deadlock from Allogene is not possible. 4 FOIA Confidential Treatment requested by Allogene Therapeutics, Inc. pursuant to 17 C.F.R. § 200.83. Certain confidential information identified by “[***]” has been omitted. The JSC holds decision-making power related to decisions that affect research and development activities, such as the overall strategy for development, manufacturing, and commercialization of licensed products. The JSC is composed of an equal number of representatives from Allogene and Allogene Overland. As such, the Company does not have sole control over significant decisions affecting the development and commercialization of Allogene Overland’s products. In addition, any claim, dispute, or controversy as to the breach, enforcement, interpretation, or validity of Agreements are referred to the Chief Executive Officers of the disputing parties (or designees) for attempted resolution. If the dispute is not resolved at the Chief Executive Officer level, upon written request of any disputing party, the dispute will be subject to arbitration before a panel of three neutral experts with relevant industry experience. As such, the Company does not have override power in the case of a dispute. Therefore, the Company does not have the power to direct the activities that most significantly affect the economic performance of Allogene Overland and is not the primary beneficiary of Allogene Overland. Accounting for investment in the Seed Preferred Shares The Company applied the recognition and measurement guidance in ASC 808 and ASC 606 because the License Agreement has aspects of a collaboration and customer-vendor relationship. As noted below in the analysis for accounting for the License Agreement in accordance with ASC 808 and ASC 606, the Company’s equity ownership in Allogene Overland is in substance a right to receive payments based on a percentage of net profit from commercial sales if and when the licensed CAR T products are successfully developed and commercialized. In determining the transaction price and revenues to be recognized, the value of such rights is subject to constraint and excluded from the transaction price in accordance with ASC 606-10-55-65, which requires revenues to be recognized when the subsequent commercial sale of licensed CAR T products occurs. Therefore, consistent with principles of ASC 606-10-55-65, the fair value2 of the equity interest was not recognized on the balance sheet and the corresponding additional revenues were not recorded upon grant of the license and transfer of related intellectual property. Therefore, the Company’s investment in Allogene Overland was reflected in the financial statements at $0. The Company respectfully advises the Staff, it concluded the measurement guidance in ASC 323-10-30-2 and ASC 610-20 are not applicable because, as discussed in the prior paragraph, the License Agreement has aspects of a collaboration and customer-vendor relationship and the Company applied ASC 606. The Company respectfully advises the Staff the negative basis difference between the recorded amount for the shares in Allogene Overland in the Company’s financial statements and proportionate share of net assets of Allogene Overland comprised of cash would be tracked in the “memo” accounts. 2 The Company advises the Staff that the estimated fair value of the equity interest, using net present value of future cash flows approach, on the date of transaction was de minimis due to the following factors: successful clinical developm
2023-12-07 - UPLOAD - Astera Labs, Inc. (ALAB) (CIK 0001736297) File: 377-06951
United States securities and exchange commission logo
December 7, 2023
Jitendra Mohan
Chief Executive Officer
Astera Labs, Inc.
2901 Tasman Drive, Suite 205
Santa Clara, CA 95054
Re:Astera Labs, Inc.
Draft Registration Statement on Form S-1
Submitted November 13, 2023
CIK No. 001736297
Dear Jitendra Mohan:
We have reviewed your 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.
Draft Registration Statement on Form S-1
General
1.We note the definition of “Customers” on page iii excludes distributors and end
customers’ manufacturing partners except when used in your financial statements, yet
some references to customers in the registration statement appear to include distributors.
For example, and without limitation, we note risk factor disclosure related to customer
concentration on pages 8, 18, 23, and 45. Please revise your definition and/or disclosure
throughout to clarify when distributors and end customers’ manufacturing partners are
included, particularly in relation to your discussion of customer relationships and in your
management’s discussion and analysis of financial condition and results of operations.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
December 7, 2023 Page 2
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
December 7, 2023
Page 2
2.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit such copies.
Prospectus Summary, page 1
3.Please revise your summary to provide a more balanced discussion of your company and
products. Balance the discussion of your strengths with an equally prominent discussion
of your weaknesses, including your history of operating losses, negative cash flows,
accumulated deficits and, if material, the expenses related to the settlement of your
outstanding restricted stock units.
Risk Factors
Adverse changes in the political, regulatory, and economic policies of governments in
connection with trade with China . . . . , page 26
4.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions in light of the
effectiveness of the Uyghur Forced Labor Prevention Act (UFLPA). For example, discuss
whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to sanctions, tariffs,
trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of the effectiveness of the UFLPA and/or
related geopolitical tension or have sought to “de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
December 7, 2023 Page 3
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
December 7, 2023
Page 3
Cybersecurity risks, including cyber-attacks, data breaches, and system vulnerabilities could
adversely affect our business, page 30
5.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply chain, suppliers,
and/or service providers.
The occurrence of events for which we are self-insured, or which exceed our insurance limits,
may adversely affect our profitability, page 32
6.We note your disclosure under the caption “We may be subject to warranty claims and
product liability,” including that such liabilities may be significant and potentially
unlimited. Please revise your disclosure regarding self-insurance of product defects to
more fully discuss the material risks in light of this potentially unlimited liability. In this
regard, we note your statement that “we believe we have sufficient capital to satisfy a
potential loss.”
Our business, financial condition, and results of operations could be adversely affected by
worldwide economic conditions . . . . , page 33
7.We note your risk factor indicating that inflation could affect your prices, demand for your
products, and your profit margins. Please update this risk factor in future filings if recent
inflationary pressures have materially impacted your operations. In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
Raw material price fluctuations or decreased availability of certain raw materials . . . . , page 40
8.Please revise your disclosure to identify the raw materials upon which your business,
including your third-party manufacturers, is dependent. In this regard, we note your
disclosure currently cites substrate as a single example.
Our amended and restated bylaws to be adopted immediately following the completion of this
offering . . . . , page 50
9.We note that your bylaws will identify the federal district courts of the United States as
the exclusive forum for actions arising under the Securities Act and Exchange Act. Please
revise your disclosure regarding the uncertainty as to whether a court would enforce this
federal forum provision to additionally state that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Business, page 84
10.We note your disclosure on page 18 that five end customers account for a significant
portion of your revenue. Please revise your disclosure to more fully discuss your
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
December 7, 2023 Page 4
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
December 7, 2023
Page 4
dependence on one or a few major customers, including the identity and percentage of
total revenue represented by each. Additionally disclose the material terms of the
agreements with your major customers. File such agreements as exhibits or tell us why
you believe filing is not required pursuant to Item 601(b)(10) of Regulation S-K.
11.We note disclosure regarding the importance of artificial intelligence (AI) to your
business, including that your financial performance and growth will be driven in large part
by the demand for AI workloads. Please revise your business section to more fully discuss
the current state of AI and the potential obstacles to broad-based AI adoption (described to
be in the “early phases” on page 86). In addition, more fully discuss the current state of AI
regulation within the United States and your other markets. Clarify what you would
consider to be “unfavorable developments” with the potential to materially impact the
company, as referenced on page 39.
12.We note disclosure on page 79 that refers to your wholly-owned subsidiaries in Taiwan,
China, Canada, and Israel, while Note 1 to your financial statements refers to your wholly-
owned subsidiaries in Canada and Taiwan as consolidated. Please revise to explain or
otherwise reconcile this apparent inconsistency. In addition, revise this section to more
fully discuss your operations in each of the geographical locations in which you are
present. Consider providing an organizational chart illustrating your corporate structure.
Sales and Marketing, page 100
13.Please revise your disclosure to more fully and clearly describe the sales and marketing of
your products. In this regard, we note your statement that, "We sell and support our
products globally," yet the geographical breakdown of your 2022 revenues on page F-7
appears to indicate that over 97% are derived from three markets (i.e., Taiwan,
Netherlands, and United States).
Government Regulation, page 103
14.We note your disclosure that you are subject to the laws and regulations of various
jurisdictions and governmental agencies affecting your operations, including those related
to product regulations, consumer laws, and environment, health, and safety requirements.
Please expand to briefly describe these laws and regulations and the material costs of
complying with them. Include estimated capital expenditures for environmental control
facilities, as required by Item 101(c)(2)(i) of Regulation S-K.
Executive Compensation, page 113
15.Please revise your disclosure to discuss the material terms of the executive employment
agreement with Michael Tate listed in your exhibit index. Refer to Item 402(o) of
Regulation S-K.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
December 7, 2023 Page 5
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
December 7, 2023
Page 5
Offer Letters with Our Named Executive Officers, page 114
16.We note your disclosure that, "we have not entered into offer letters or employment
agreements with either of Messrs. Mohan and Gajendra," yet offer letters with both
individuals are listed in your exhibit index. Please revise your disclosure to reconcile this
apparent inconsistency and to describe the material terms thereof.
Principal Stockholders, page 127
17.We note disclosure on page 12 and elsewhere regarding the automatic conversion of all
your outstanding convertible preferred stock immediately prior to the completion of this
offering. Please revise the disclosure in this section to clarify whether and how such
convertible preferred stock is reflected, by footnote or otherwise.
Notes to Consolidated Financial Statements
9. Common Stock and Common Stock Warrants, page F-23
18.Please address the following comments related to the warrants you issue to customers:
•We note your disclosures on pages F-9 and 73 that you recognize the reduction of
revenues as the shares underlying the warrants "vest and become exercisable" and
when you "determine that it is probable" that the warrants will vest. Explain in further
detail the method used to recognize the reduction of revenue attributable to specific
periods. Considering your disclosure on page F-11 that you recognize stock-based
compensation forfeitures as they occur, specifically clarify why you do not initially
reduce the transaction price for the full number of warrants that could vest regardless
of probability and adjust the transaction price at the time awards are forfeited to
reverse the effect of the forfeited awards.
•Tell us and clearly disclose within the filing the periods over which the warrants
issued to customers are expected to reduce revenues.
Exhibits
19.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement. In this regard, we note references to your investors’ rights
agreement, lock-up and market standoff agreements, change of control severance policy,
and senior executive cash incentive bonus plan.
FirstName LastNameJitendra Mohan
Comapany NameAstera Labs, Inc.
December 7, 2023 Page 6
FirstName LastName
Jitendra Mohan
Astera Labs, Inc.
December 7, 2023
Page 6
Please contact Kevin Stertzel at 202-551-3723 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Brad Weber
2023-12-06 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP Allego N.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands December 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Rebekah Reed Re: Allego N.V. Registration Statement on Form F-3 File No. 333-275762 To the address set forth above: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Allego N.V. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement on Form F-3 (the “Registration Statement”) of the Company. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on December 7, 2023, or as soon as practicable thereafter. The Company hereby authorizes Heather Emmel of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310 8849. Very truly yours, ALLEGO N.V. By: /s/ Mathieu Bonnet Name: Mathieu Bonnet Title: Chief Executive Officer cc: Ton Louwers, Allego N.V. [Signature Page to Acceleration Request]
2023-12-05 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
December 5, 2023
Mathieu Bonnet
Chief Executive Officer
Allego N.V.
Westervoortsedijk 73 KB 6827 AV
Arnhem, the Netherlands
Re:Allego N.V.
Registration Statement on Form F-3
Filed November 28, 2023
File No. 333-275762
Dear Mathieu Bonnet:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Heather Emmel
2023-12-04 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
United States securities and exchange commission logo
December 4, 2023
Alan A. Villalon
Chief Financial Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, ND 58201
Re:Alerus Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-39036
Dear Alan A. Villalon:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loans, page 74
1.We note the tabular disclosure on page 75 detailing the composition of your gross loan
portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE
in your total loan portfolio, please revise your disclosures, in future filings, to further
disaggregate the composition of your CRE loan portfolio by borrower type (e.g., by office,
hotel, multifamily, etc.), geographic concentrations and other characteristics (e.g., current
weighted average and/or range of loan-to-value ratios, occupancy rates, etc.), if any. In
addition, revise to describe the specific details of any risk management policies,
procedures or other actions undertaken by management in response to the current
environment.
FirstName LastNameAlan A. Villalon
Comapany NameAlerus Financial Corporation
December 4, 2023 Page 2
FirstName LastName
Alan A. Villalon
Alerus Financial Corporation
December 4, 2023
Page 2
Item 8. Financial Statements and Supplementary Data
Note 3 Business Combinations, page 106
2.We note you completed the acquisition of Metro Phoenix Bank in July 2022. Please tell us
how you considered the disclosure requirements of ASC 805-10-50-2(h) and revise your
future periodic filings to include all the required disclosures as applicable including, for
instance, the supplemental pro forma information.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Katharine Garrett at 202-551-2332 or Amit Pande at 202-551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2023-11-21 - UPLOAD - Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) File: 001-38693
United States securities and exchange commission logo
November 21, 2023
David Chang
President and Chief Executive Officer
Allogene Therapeutics, Inc.
210 East Grand Avenue
South San Francisco, California 94080
Re:Allogene Therapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-38693
Dear David Chang:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Research and Development, page 85
1.We note you reported significant research and development expenses and that you have
multiple programs/product candidates in varying stages of development and clinical
testing, and note that you expect your research and development expenses to increase.
Please confirm that you will revise future filings to provide more details about
your research and development expenses for each period presented, including but not
limited to by product/program, internal versus external, as well as by the nature of the
expenses. For example, in discussing the specific reasons for significant changes
in research and development expenses, quantify the change by each product candidate for
which significant investments were made during the periods. Refer to Item 303(b) of
Regulation S-K. To the extent that you do not track expenses by product candidate, please
disclose as such.
FirstName LastNameDavid Chang
Comapany NameAllogene Therapeutics, Inc.
November 21, 2023 Page 2
FirstName LastName
David Chang
Allogene Therapeutics, Inc.
November 21, 2023
Page 2
Notes to Consolidated Financial Statements
6. Joint Venture and License Agreement with Allogene Overland Biopharm (CY) Limited, page
111
2.Please address the following as it relates to your Joint Venture and License Agreement
with Allogene Overland Biopharm (CY) Limited (Allogene Overland):
•Provide your analysis under ASC 606 supporting your determination that the
transaction price should not include the fair value of the Seed Preferred Shares
received from Allogene Overland, representing a 49% ownership interest. As part of
your response, address your consideration of Article 8.1 of the License Agreement,
which specifically states that upfront consideration for the license included both the
$40 million non-refundable payment and the Seed Preferred Shares representing 49%
of Allogene Overland.
•Tell us and revise your future filings to disclose the amount of the transaction price
allocated to each performance obligation.
•Provide your analysis under ASC 323 supporting the initial measurement of your
investment in Allogene Overland at zero. Address the following as part of your
response:oExplain your consideration of ASC 323-10-30-2 in determining the applicability
of ASC 610-20 and whether the license transferred should be measured based
on its fair value.
oExplain whether you identified a basis difference between your initial
investment in Allogene Overland and your proportionate share of the underlying
net assets in Allogene Overland and your accounting treatment for any such
basis difference.
•Provide your analysis under ASC 810 supporting your determination that you are not
the primary beneficiary of Allogene Overland. As part of your response, identify the
activities of Allogene Overland that most significantly impact its economic
performance and explain how you determined that you do not have the power to
direct such activities and therefore do not hold a controlling financial interest.To the
extent that the power is shared among the variable interest holders, clarify whether
there is a tie-breaking mechanism in place with respect to key decision making.
•Please confirm with us that in future filings you will expand to provide all the
required disclosures under ASC 810-10-50 Disclosure – Variable Interest
Entities, including but not limited to those required for nonprimary beneficiary holder
of a variable interest in a VIE under 50-4, as well as other disclosures needed to
fulfill the principal objectives under 50-2AA.
FirstName LastNameDavid Chang
Comapany NameAllogene Therapeutics, Inc.
November 21, 2023 Page 3
FirstName LastName
David Chang
Allogene Therapeutics, Inc.
November 21, 2023
Page 3
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2023-11-17 - CORRESP - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
CORRESP
1
filename1.htm
November 17, 2023
VIA EDGAR
Ms. Julie Sherman
Ms. Jane Park
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-3628
Re:
Arcadium Lithium plc (f/k/a Allkem Livent plc)
Registration Statement on Form S-4
File No. 333-273360
Dear Ms. Sherman and Ms. Park:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Arcadium Lithium plc (the “Company”) hereby requests acceleration of effectiveness of its registration statement on Form S-4 (File No. 333-273360), as amended (the “Registration Statement”), so that it becomes effective at 4:00 p.m. Eastern Standard Time on November 20, 2023, or as soon
thereafter as is practicable.
The Company hereby acknowledges that:
(i)
should the Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii)
the Company may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company hereby authorizes Michael Kaplan of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.
Please do not hesitate to contact Michael Kaplan of Davis Polk & Wardwell LLP at (212) 450-4111 or michael.kaplan@davispolk.com with any questions or
comments with respect to this letter, or if you require any additional information.
[Signature Page Follows]
Sincerely,
Arcadium Lithium plc
By:
/s/Donal Flynn
Name:
Donal Flynn
Title:
Director
2
2023-11-17 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum Corporation
of China Limited
November 17, 2023
Via EDGAR
Mr. Kyle Wiley and Mr. Christopher Dunham
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of China Limited
Form 20-F for Fiscal Year Ended December 31, 2022
Filed April 25, 2023
File No. 001-15264
Dear Mr. Wiley and Mr. Dunham:
This letter is in response to the comment letter
from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”), dated October 19, 2023, relating to the Annual Report of Aluminum Corporation of China Limited (“the
Company”) on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”), which was
filed with the Commission on April 25, 2023. The Company expresses its appreciation to the Staff for taking the time to review the
2022 Form 20-F, and for providing the helpful comments.
The Company has filed today, via EDGAR, this letter
with the Commission. The Company has responded, to the extent relevant, to each of the Staff’s comments by providing responses in
this letter, or providing an explanation if the Company has not fully responded to the comment.
To facilitate the Staff’s review, we have
included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s
response immediately following each comment. The page numbers in the responses refer to the page numbers appearing on the bottom
of the 2022 Form 20-F.
United
States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher Dunham
-2-
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 139
1. We reissue comment
2. As noted in your response, Item 16I(b) of Form 20-F states: “Also, any such identified foreign issuer that
uses a variable-interest entity or any similar structure [emphasis added] that results in additional foreign entities being consolidated
in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating
entity or entities.” Additionally, page 15 of our Release No. 34-93701, “Holding Foreign Companies Accountable
Act Disclosure,” clarifies that a registrant should “look through a VIE or any structure [emphasis added] that results
in additional foreign entities being consolidated in the financial statements of the registrant and provide the required disclosures
about any consolidated operating company or companies in the relevant jurisdiction.” As previously requested, please provide us
with the information required by Items 16I(b)(2) through (b)(5) for all of your consolidated foreign operating entities in
your supplemental response.
Response:
With respect to Items 16I(b)(2) and (3) of Form 20-F,
the Company respectfully advises the Staff that it did not and does not have any variable-interest entity or similar non-shareholding
structure that would result in additional foreign entities being consolidated in its financial statements. Additionally, the Company provides
the following information with respect to its consolidated foreign operating entities, including the Company’s wholly-owned subsidiaries
and the subsidiaries not wholly owned by the Company (the “Partially-Owned Subsidiaries”).
As
of December 31, 2022, the Company has 30 consolidated foreign operating entities, as reported in its annual report filed with the
Shanghai Stock Exchange on March 22, 2023. Out of these, 22 subsidiaries were deemed “significant subsidiaries” as per
Rule 1-02(w) of Regulation S-X and were disclosed as the principal subsidiaries in Note 1 to the Company’s consolidated
financial statements contained in the 2022 Form 20-F. The remaining eight subsidiaries that are not principal subsidiaries consist
of (i) two wholly-owned subsidiaries, specifically Pingguo Aluminum Company (平果铝业有限公司)
and Chinalco Guangxi Investment Development Co., Ltd. (中铝广西投资发展有限公司),
and (ii) six Partially-Owned Subsidiaries, as indicated in Note (2) of the table provided below.
For
each wholly-owned subsidiary of the Company, given that Aluminum Corporation of China, a company controlled by the State-owned Assets
Supervision and Administration Commission of the State Council of China (the “SASAC”), directly and indirectly holds 31.90%
of the shares in the Company as the controlling shareholder, Chinese governmental entity has a controlling financial interest in the Company
and each such wholly-owned subsidiary, and owns, indirectly through the Company, 31.90% equity interests in each such wholly-owned subsidiary.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher Dunham
-3-
In addition, the following table sets forth the information
as of the date of the 2022 Form 20-F with respect to the shareholding structure of each Partially-Owned Subsidiary. Accordingly,
the Company advises that the Chinese government entities, through the Company and/or other entities controlled by Chinese government entities,
have controlling financial interests in each of the Partially-Owned Subsidiaries.
No.
Partially-Owned Subsidiaries
Shareholding
by the
Company
(%)
Shareholding by
Other Entities
Controlled by
Chinese
Governmental
Entities
(%)
Shareholding
by Other
Entities
(%)
1.
Chalco Shanxi New Material Co., Ltd.
(中铝山西新材料有限公司)
85.98
14.02
-
2.
Zunyi Aluminum Co., Ltd.
(遵义铝业股份有限公司)
67.45
32.55
-
3.
China Aluminum Ningxia Energy Group Co., Ltd.
(中铝宁夏能源集团有限公司)
70.82
29.18
-
4.
Guizhou Huajin Aluminum Co., Ltd.
(贵州华锦铝业有限公司)
60.00
-
40.00
5.
Chinalco Shanxi Jiaokou Xinghua Technology Ltd.
(中铝集团山西交口兴华科技股份有限公司)
66.00
-
34.00
6.
Shanxi Chinalco Resources Co., Ltd.
(山西中铝华润有限公司)
40.00
60.00
-
7.
Guizhou Huaren New Material Co., Ltd.
(贵州华仁新材料有限公司)
40.00
30.00
30.00
8.
Yunnan Aluminum Co., Ltd. (“Yunnan Aluminum”)(1)
(云南铝业股份有限公司)
29.10
16.29
54.61
9.
Chalco Qinghai Aluminum & Electricity Co., Ltd.(2)
(中铝青海铝电有限公司)
90.00
10.00
-
10.
Gansu Huayang Mining Development Co., Ltd.(2)
(甘肃华阳矿业开发有限责任公司)
70.00
-
30.00
11.
Shandong Huayu Alloy Material Co., Ltd. (“Shandong Huayu”)(2)
(山东华宇合金材料有限公司)
55.00
-
45.00
12.
Gansu Hualu Aluminum Industry Co., Ltd.(2)
(甘肃华鹭铝业有限公司)
51.00
49.00
-
13.
Shanxi Huasheng Aluminum Industry Co., Ltd.(2)
(山西华圣铝业有限公司)
51.00
49.00
-
14.
Guangxi Huasheng New Material Co., Ltd.(2)
(广西华昇新材料有限公司)
51.00
49.00
-
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher Dunham
-4-
Notes:
(1). Yunnan Aluminum is a public company listed on the main board of Shenzhen Stock Exchange. According to the annual report of Yunnan
Aluminum for the year ended December 31, 2022, (i) the Company has been the controlling shareholder of Yunnan Aluminum by owning
29.10% of the shares in Yunnan Aluminum since November 22, 2022, (ii) three of the top 10 shareholders of Yunnan Aluminum are
the other entities controlled by Chinese governmental entities, owning 16.29% of the shares in Yunnan Aluminum in total, and (iii) the
other shareholders (including public investors) owned the remaining 54.61% of the shares in Yunnan Aluminum as of December 31, 2022.
(2). This subsidiary was not disclosed as a principal subsidiary in Note 1 to the Company’s consolidated financial statements contained
in the 2022 Form 20-F because it was not deemed a “significant subsidiary” as per Rule 1-02(w) of Regulation
S-X as of the date of the 2022 Form 20-F. The Company respectfully provides information regarding this subsidiary in response to
the Staff’s request.
With respect to Item 16I(b)(4) of Form 20-F, please refer
to the Company’s response to Question 2 as set forth below.
With
respect to Item 16I(b)(5) of Form 20-F, the Company respectfully advises that, all of the Company’s consolidated foreign
operating entities, other than Shandong Huayu, have followed the Company’s Guidelines for the Articles of Association of the Company’s
Subsidiaries (the “Guidelines”) to reflect the requirements of the charter of the Chinese Communist Party (the “CCP
Charter”) in their respective articles of association. As of the date of 2022 Form 20-F, Shandong Huayu has not had
the opportunity to include certain requirements of the CCP Charter in its articles of association. Additionally, the following bullet
points set forth a summary of the Guidelines, which are substantially identical to the Company’s articles set forth in the table
of the Company’s response dated September 11, 2023 to Question 6 of the Commission’s prior comment letter. Hence, the
Company respectfully advises that, other than the provisions required by the Guidelines as set forth in the table below, the current articles
of association of each consolidated foreign operating entity of the Company does not contain any language from the CCP Charter.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher Dunham
-5-
Summary of the Guidelines
· Establishment
and constitution of the CCP’s Committee of the Company’s subsidiaries (the “Subsidiary Party Committee”) and the
Supervision Committee of the Company’s subsidiaries (the “Subsidiary Supervision Committee”).
· Election
procedures for the members of the Subsidiary Party Committee and Subsidiary Supervision Committee.
· Major
responsibilities of the Subsidiary Party Committee:
o To
ensure, strengthen and supervise the implementation of policies and guidelines of CCP and State Council of China;
o To
research and discuss the significant operational and management issues; to support shareholders’ meeting, the board of directors,
the Subsidiary Supervision Committee and the senior management in performing their duties;
o To
supervise the selection and appointment of its leadership, and support the employee representatives’ meeting;
o To
lead the construction of CCP’s working style, and support the Subsidiary Supervision Committee in performing its supervisory responsibilities;
o To
strengthen the grassroots organizations of CCP and their team building; and
o To
lead the Company’s ideological and political work and the corporate culture cultivation.
· Preparatory
discussion and research procedures of the Subsidiary Party Committee with respect to the significant operational and management issues.
2. We note your response to comment 4. Please identify each official of the Chinese Communist Party who is a member of your board
of directors, or the boards of your consolidated foreign operating entities, pursuant to Item 16I(b)(4) of Form 20-F. Please
also provide us with your analysis of whether or not Mr. Liu Jianping was a CCP official as of April 25, 2023, i.e. the date
of your initial annual report.
Response:
With
respect to Item 16I(b)(4) of Form 20-F, the Company respectfully advises the Staff that although eight members of its
current board of directors, as disclosed in the Form 6-K furnished to the Commission by the Company on July 19, 2023, are
the members of the Chinese Communist Party (“CCP”), none of them held or is holding any official position in any governmental
authority or public institution. Accordingly, none of the Company’s current directors is considered as an
“official” of the CCP. In addition, based on the examination of the questionnaire completed by Mr. Liu Jianping,
former chairman and executive director of the Company, his official biography contained in his “Dang’ an”
and record of his membership with the CCP, the Company respectfully advises that Mr. Liu Jianping was not an official of the
CCP as of April 25, 2023 because Mr. Liu Jianping has never held any official position in any governmental authority or
public institution since he joined our Company as a director in June 2021.
The
Company further respectfully advises that, to the best of its knowledge and as of the date of the 2022 Form 20-F, none of the members
of the board of directors of each of the Company’s consolidated foreign operating entities is an official of the CCP.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher Dunham
-6-
3. We note your response to comment 3 and reissue in part. Please supplementally describe the materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your disclosure under
paragraphs (b)(2) and (3), with respect to all of your consolidated foreign operating entities, including but not limited to your
Hong Kong subsidiary.
Response:
With
respect to the Company’s consolidated foreign operating entities that are wholly owned by itself, the Company respectfully advises
the Staff that, in addition to the procedures conducted by the Company as submitted in its response dated September 11, 2023
to Question 3 of the Commission’s prior comment letter, the Company believes it has a reasonable basis to conclude that the government
entity in China, namely the SASAC, has indirect controlling financial interest in the Company’s wholly-owned subsidiaries, according
to the Company’s examination of their respective registration of ownership records as of the date of the 2022 Form 20-F.
With respect to the Partially-Owned Subsidiaries, the Company
believes it is reasonable to rely on their respective registration of ownership records that are publicly available on the National Enterprises
Credit Information Publicity System of the PRC and the public filings made by their respective shareholders, if any, as to their government
ownership to form the basis for the Company to draw the conclusion as submitted in the response to Question 1 above.
The
Company further respectfully advises that, in response to the Staff’s comments under Items 16I(b)(2) and (3) of
Form 20-F, it did not rely upon any legal opinions or third party certifications as the basis of its submission. Nevertheless, the
Company believes in good faith that the aforementioned procedures are adequate to ensure the accuracy and completeness of its submissions
as required under Item 16I(b)(2) and (3) of Form 20-F.
4. We note your response to comment 5 and reissue in part. Please supplementally describe the steps you have taken to identify whether
the members of the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance,
please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist
Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits
as the basis for your disclosure.
Response:
With
respect to the directors of each of the Company’s consolidated foreign operating entities, the Company respectfully adv
2023-11-17 - CORRESP - Allakos Inc. (ALLK) (CIK 0001564824)
CORRESP
1
filename1.htm
CORRESP
Allakos Inc.
825 Industrial Road, Suite 500
San Carlos, CA 94070
November 17,
2023
VIA EDGAR
U.S. Securities and Exchange
Commission
Division of Corporation Finance
100 F Street,
N.E.
Washington, D.C. 20549
Attention: Tamika Sheppard
Re:
Allakos Inc.
Registration Statement on Form S-3
File No. 333-275517
Acceleration Request
Requested
Date: November 21, 2023
Requested
Time: 4:00 p.m.
Ladies and
Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allakos Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-3 (File No. 333-275517) (the “Registration Statement”) be declared effective at
the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling
Jennifer Knapp at (650) 849-3041 or, in her absence, Zack Lenox at (650) 709-3585.
[Signature page follows]
Sincerely,
Allakos Inc.
/s/ H. Baird Radford, III
H. Baird Radford, III
Chief Financial Officer
cc:
Robert Alexander, Allakos Inc.
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
Jennifer Knapp, Wilson Sonsini Goodrich & Rosati, P.C.
Zack Lenox, Wilson Sonsini Goodrich & Rosati, P.C.
2023-11-17 - UPLOAD - Allakos Inc. (ALLK) (CIK 0001564824)
United States securities and exchange commission logo
November 17, 2023
Baird Radford
CFO
Allakos Inc.
825 Industrial Road, Suite 500
San Carlos, CA 94070
Re:Allakos Inc.
Registration Statement on Form S-3
Filed November 13, 2023
File No. 333-275517
Dear Baird Radford:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jennifer Knapp
2023-11-15 - CORRESP - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
CORRESP
1
filename1.htm
Michael Kaplan
+1 212 450 4111
michael.kaplan@davispolk.com
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
CONFIDENTIAL
November 15, 2023
Re:
Allkem Livent plc (n/k/a Arcadium Lithium plc)
Amendment No. 3 to Registration Statement on Form S-4
Filed October 30, 2023
File No. 333-273360
Ms. Julie Sherman
Ms. Jane Park
Office of Industrial Applications and Services
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-3628
Dear Ms. Sherman and Ms. Park:
On behalf of our client, Allkem Livent plc (n/k/a Arcadium Lithium plc), a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company”), we are responding to the comments
from the Staff (the “Staff”) of the Securities and Exchange Commission relating to Amendment No. 3 to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”) and certain exhibits contained in Amendment No. 4 to the Company’s Registration Statement on Form S-4 contained in the Staff’s letter dated November 13, 2023. In addition, the Company has amended the Registration Statement and is
filing Amendment No. 5 to its Registration Statement (the “Amended Registration Statement”) on the date hereof and is filing a current report on Form 8-K with amended technical report summaries for its Salar
del Hombre Muerto and Whabouchi Mine properties (each, a “TRS”).
Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
have included, as applicable, section references or page numbers to refer to the locations in the Amended Registration Statement where the revised language addressing particular comments appears. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Amended Registration Statement.
Amendment No. 3 to Registration Statement on Form S-4 filed October 30, 2023
Background of the Transaction, page 85
1.
We note your revised disclosure in response to our prior comment 2, which we reissue in part. Please expand your disclosure to discuss the basis and reasons underlying Livent management’s determination that
the other potential target was “not comparable” to Allkem.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 86 of the Amended Registration Statement to discuss the basis and reasons underlying Livent management’s
determination that the other potential target was “not comparable” to Allkem.
2.
We acknowledge your revised disclosure in response to our prior comment 6, which we reissue in part. Please revise to quantify the changes to the projections and, to the extent the changes affect particular
points in time, identify the timing. If you do not wish to provide additional details, please revise to disclose the initial projections.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 93 of the Amended Registration Statement to quantify the changes to the projections, including with respect to
timing.
Projected Synergies, page 113
3.
We note your response to comment 9. Please revise the disclosure at the bottom of page 113 to identify the jurisdictions and clarify the characteristics that make them favorable from a tax or operational
viewpoint.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 114 of the Amended Registration Statement to identify the jurisdictions and clarify the characteristics that make
them favorable from a tax or operational viewpoint.
Form S-4/A
Pro Forma Financial Statements Note 4, page 186
4.
Given that goodwill is a residual asset, it remains unclear why a substantially greater portion of the reduction in estimated purchase price between your July 21, 2023 and September 27, 2023 filings was not
recognized as a reduction in your measurement of goodwill. Regarding the 38% reduction in your fair value estimate for the acquired mineral rights, the only causal factor appears to be a change in the applicable discount rate between July
and September. In order for us to better understand this decline in fair value from $5.1 billion to $3.17 billion, please give us the calculations that show how you derived the discount rates you used to calculate the mineral property fair
value estimates at each date. Explain how you derived the inputs for these calculations and identify any market measures that you used including your risk-free rate assumption. Any material unexplained disparities between your discount rate
assumptions and the corresponding rates on pages 104-105 should be clarified in your response. Provide us also with your fair value calculations supporting the $5.1 billion and the $3.17 billion amounts. Tell us whether the underlying
undiscounted cash flow assumptions materially changed between periods. Based on the corresponding two month change in 10 year Treasury and 30 year mortgage rates, it is not clear whether "rising interest rates" fully explain the 38%
reduction in fair value. Any other material causal factors should also be clearly disclosed. We may have further comment.
Response: In response to the Staff’s comment, the Company has updated the purchase price allocation on page 189 of the Amended Registration Statement, based on Livent’s share price of $12.96 as of November
13th which was determined to be the most practicable date prior to the effective date at the time of this filing in accordance with Article 11 – 02(a)(6)(i)(A) of Regulation S-X. This update has resulted in minimal goodwill being recognized as part
of the purchase price allocation.
5.
Your purchase price allocation is based on Livent's $20 stock price on September 15th instead of on their $14 stock price on October 30th. Consequently, it appears that pro forma total assets may be materially
overstated. Please revise pursuant to Article 11-02(a)(6)(i)(A) of Regulation S-X.
Response: In response to the Staff’s comment, the Company has updated the purchase price allocation on page 189 of the Amended Registration Statement, based on Livent’s share price of $12.96 as of November 13th which was determined to be the
most practicable date prior to the effective date at the time of this filing in accordance with Article 11 – 02(a)(6)(i)(A) of Regulation S-X.
Exhibits 96.2, 96.3 & 96.4
11 & 12 Mineral Resources & Mineral Reserves, page A-1
6.
We note your response to Comment 20 with your discussion of the cutoff grade calculation and input parameters. One of these factors, the average lithium concentration is input to determine the break even or
marginal cutoff grade, but has no relevance to this calculation. A back calculation does not confirm your estimate. Please review and revise your calculation and text as necessary.
Response: In response to the Staff’s comment: (i) the applicable qualified persons who prepared the Olaroz TRS previously filed as Exhibit 96.2 to the Registration Statement revised the disclosure on page
207 of the amended Olaroz TRS that is being filed as Exhibit 96.2 to Amendment No. 5 to the Company’s Registration Statement; (ii) the applicable qualified persons who prepared the Sal de Vida TRS previously filed as Exhibit 96.3 to the Registration
Statement revised the disclosure on pages 150 and 171 of the amended Sal de Vida TRS that is being filed as Exhibit 96.3 to Amendment No. 5 to the Company’s Registration Statement; and (iii) the applicable qualified persons who prepared the Cauchari
TRS previously filed as Exhibit 96.4 to the Registration Statement revised the disclosure on pages 166 and 202 of the amended Cauchari TRS that is being filed as Exhibit 96.4 to Amendment No. 5 to the Company’s Registration Statement.
Livent Corporation - Form 10-K
Other Property Nemaska Lithium, page L-1
7.
We note your response to comment 24 stating your equity interest in the Nemaska Lithium Inc was not material as this property did not have mining operations or report resources or reserves. However, the
carrying amount of your investment in Nemaska Lithium appears to be significant when compared to the total assets of Livent as of December 31, 2022. Please explain how this property would not be regarded as a material property in light of
your investment and the subsequent construction and development activities on the property.
Response: We respectfully advise the Staff that Regulation S-K Item 1304(a)(1) requires a registrant, in determining whether an individual property is material to its business or financial condition, to
apply the following standards and other considerations specified in Regulation S-K Item 1301(c):
(1) Consider both quantitative and qualitative factors, assessed in the context of the registrant's overall business and financial condition;
(2) Aggregate mining operations on all of its mining properties, regardless of the stage of the mining property, and size or type of commodity produced, including coal, metalliferous
minerals, industrial materials, and mineral brines; and
(3) Include, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale, including processing, transportation,
and warehousing.
Accordingly, Livent considered the relevant quantitative and qualitative facts and circumstances in its analysis of the materiality of its investment in the Whabouchi Mine property owned by Nemaska Lithium Inc. (“NLI”),
as discussed below.
The carrying value of Livent’s investment in NLI as of December 31, 2022 amounted to $437.1 million, which reflected the fair market value of the investment at the time of its acquisition of its additional interest in NLI on June 6, 2022 (the
consideration for which was comprised entirely of Livent common shares). Since the carrying value of the investment in NLI reflected fair value in June 2022, Livent considered its market capitalization, rather than its total assets (which reflects
the depreciated book value of Livent’s assets from a much earlier date), to be the most appropriate benchmark for measuring the relative value of its recent investment in NLI. This carrying value represented 9% and 12% of Livent’s market
capitalization as of June 6, 2022 (approximately $4.9 billion) and December 31, 2022 (approximately $3.6 billion), respectively.
Further, as disclosed in Livent’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Livent Form 10-K”), NLI had no revenue and minimal operating expense in 2022, and is not expected
to produce minerals (and therefore revenue) until 2025 at the earliest. Therefore, in the short and medium term NLI will have no revenue and Livent’s investment in NLI will have negligible impact on Livent’s operating profit, adjusted EBITDA and
other measures of performance that are followed by Livent’s analysts and investors.
The Whabouchi Mine property was an exploration stage property and did not have any reportable mineral resources or reserves at December 31, 2022. NLI has no plans to conduct any new exploration activities and is not expected to engage in material
lithium extraction or material external sale until 2025. In contrast, Livent’s business operations generated $813 million of revenue in 2022 from its significant lithium production at its Salar del Hombre Muerto property in Argentina and its
manufacturing and sales operations in Argentina, the United States, the United Kingdom and several countries in Asia, none of which depend on the Whabouchi Mine property.
Based on the foregoing factors, which encompass the considerations set forth in Regulation S-K Item 1301(c), Livent determined that the Whabouchi Mine property was not material to Livent’s business or financial condition at December 31, 2022. In
its future annual reports, Livent (or, if applicable, NewCo as Livent’s successor) will continue to evaluate the materiality of each of its mining properties, including the Whabouchi Mine property, and, if applicable, include the summary disclosure
contemplated by Regulation S-K Item 1303.
Exhibit 96.1 (Form 10-K Livent) Salar Del Hombre Muerto
Cut-Off Grades Estimates, page L-2
8.
We note your response to comments 25 through 30 indicating you will file an amended TRS for the Salar del Hombre Muerto property after the completion of the review of this registration statement. As this
registration statement/prospectus incorporates by reference the Livent Form 10-K and all associated documents including the technical reports, this review cannot be completed without these amended filings. Please amend your filings to
address comments 25 through 30.
Response: As discussed with Ms. Park by telephone on November 14, 2023, in response to the Staff’s comments in its comment letters dated October 21, 2023 and November 13, 2023, Livent is filing a current
report on Form 8-K with an amended TRS for the Salar del Hombre Muerto property as Exhibit 96.1 thereto and an amended TRS for the Whabouchi Mine property as Exhibit 96.2 thereto. For convenience, the responses to the Staff’s comments on the TRS for
the Salar del Hombre Muerto property in its letter dated October 21, 2023, which were previously included in our response letter dated October 30, 2023, can be found on the following pages of Exhibit 96.1 to the current report on Form 8-K:
•
Comment no. 25 (example calculation with parameters and units used to calculate cutoff grade): page 12-11;
•
Comment no. 26 (annual numerical values and totals for life of mine production): pages 13-2 through 13-5;
•
Comment no. 27 (QP’s opinion as to the adequacy of current plans for environmental compliance, permitting, and addressing issues with local individuals or groups): page 17-1;
•
Comment no. 28 (definition of the accuracy of capital and operating costs estimates): page 18-1;
•
Comment no. 29 (revised capital expenditures table with closing/reclamation costs): page 18-1; and
•
Comment no. 30 (revised summary economic analysis tables and complete annual economic analysis of reserves): pages 19-2 through 19-4.
Exhibit 96.1 (Form 8-K Livent September 25, 2023) Whabouchi Mine
Property Geology, page 63, page L-3
9.
Please modify your filings and insure you have provided at least one stratigraphic column and one cross-section of the local geology as required by Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.
Response: In response to the Staff’s comment, Livent is filing a current report on Form 8-
2023-11-14 - UPLOAD - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
United States securities and exchange commission logo
November 13, 2023
Paul W. Graves
Chief Executive Officer
Allkem Livent plc
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Claire V14 E370
Ireland
Re:Allkem Livent plc
Amendment No. 3 to
Registration Statement on Form S-4
Filed October 30, 2023
File No. 333-273360
Dear Paul W. Graves:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 21, 2023 letter.
Amendment No. 3 to Form S-4 filed October 30, 2023
Background of the Transaction, page 85
1.We note your revised disclosure in response to our prior comment 2, which we reissue in
part. Please expand your disclosure to discuss the basis and reasons underlying Livent
management’s determination that the other potential target was “not comparable” to
Allkem.
2.We acknowledge your revised disclosure in response to our prior comment 6, which we
reissue in part. Please revise to quantify the changes to the projections and, to the extent
the changes affect particular points in time, identify the timing. If you do not wish to
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
November 13, 2023 Page 2
FirstName LastName
Paul W. Graves
Allkem Livent plc
November 13, 2023
Page 2
provide additional details, please revise to disclose the initial projections.
Projected Synergies, page 113
3.We note your response to comment 9. Please revise the disclosure at the bottom of page
113 to identify the jurisdictions and clarify the characteristics that make them favorable
from a tax or operational viewpoint.
Form S-4/A
Pro Forma Financial Statements Note 4, page 186
4.Given that goodwill is a residual asset, it remains unclear why a substantially greater
portion of the reduction in estimated purchase price between your July 21, 2023 and
September 27, 2023 filings was not recognized as a reduction in your measurement of
goodwill. Regarding the 38% reduction in your fair value estimate for the acquired
mineral rights, the only causal factor appears to be a change in the applicable discount rate
between July and September. In order for us to better understand this decline in fair value
from $5.1 billion to $3.17 billion, please give us the calculations that show how you
derived the discount rates you used to calculate the mineral property fair value estimates
at each date. Explain how you derived the inputs for these calculations and identify any
market measures that you used including your risk-free rate assumption. Any material
unexplained disparities between your discount rate assumptions and the corresponding
rates on pages 104-105 should be clarified in your response. Provide us also with your fair
value calculations supporting the $5.1 billion and the $3.17 billion amounts. Tell us
whether the underlying undiscounted cash flow assumptions materially changed between
periods. Based on the corresponding two month change in 10 year Treasury and 30 year
mortgage rates, it is not clear whether "rising interest rates" fully explain the 38%
reduction in fair value. Any other material causal factors should also be clearly disclosed.
We may have further comment.
5.Your purchase price allocation is based on Livent's $20 stock price on September 15th
instead of on their $14 stock price on October 30th. Consequently, it appears that pro
forma total assets may be materially overstated. Please revise pursuant to Article 11-
02(a)(6)(i)(A) of Regulation S-X.
Exhibits 96.2, 96.3 & 96.4
11 & 12 Mineral Resources & Mineral Reserves, page A-1
6.We note your response to Comment 20 with your discussion of the cutoff grade
calculation and input parameters. One of these factors, the average lithium concentration
is input to determine the break even or marginal cutoff grade, but has no relevance to this
calculation. A back calculation does not confirm your estimate. Please review and revise
your calculation and text as necessary.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
November 13, 2023 Page 3
FirstName LastName
Paul W. Graves
Allkem Livent plc
November 13, 2023
Page 3
Livent Corporation - Form 10-K
Other Property Nemaska Lithium, page L-1
7.We note your response to comment 24 stating your equity interest in the Nemaska
Lithium Inc was not material as this property did not have mining operations or report
resources or reserves. However, the carrying amount of your investment in Nemaska
Lithium appears to be significant when compared to the total assets of Livent as of
December 31, 2022. Please explain how this property would not be regarded as a material
property in light of your investment and the subsequent construction and development
activities on the property.
Exhibit 96.1 (Form 10-K Livent) Salar Del Hombre Muerto
Cut-Off Grades Estimates, page L-2
8.We note your response to comments 25 through 30 indicating you will file an amended
TRS for the Salar del Hombre Muerto property after the completion of the review of this
registration statement. As this registration statement/prospectus incorporates by reference
the Livent Form 10-K and all associated documents including the technical reports, this
review cannot be completed without these amended filings. Please amend your filings to
address comments 25 through 30.
Exhibit 96.1 (Form 8-K Livent September 25, 2023) Whabouchi Mine
Property Geology, page 63, page L-3
9.Please modify your filings and insure you have provided at least one stratigraphic column
and one cross-section of the local geology as required by Item 601(b)(96)(iii)(B)(6)(iii) of
Regulation S-K.
Exhibit 96.1 (Form 8-K Livent September 25, 2023) Whabouchi Mine
Relations with Stakeholders, page 353, page L-4
10.We reviewed the Environmental Studies, Permitting, And Plans, Negotiations, Or
Agreements with Local Individuals or Groups section of your TRS. Please modify your
filing and include the QP’s opinion as to the adequacy of current plans for environmental
compliance, permitting, and addressing issues with local individuals or groups required by
Item 601(b)(96)(iii)(B)(17)(vi) of Regulation S-K.
Exhibit 96.1 (Form 8-K Livent September 25, 2023) Whabouchi Mine
Cash Flow Model and Results, page 359, page L-5
11.We note you provided a cash flow summary for your mining project’s reserves. Please
provide an annual cash flow based on your annual production schedule for the life of your
project’s open pit and underground reserves with appropriate line items, such as your
production and grades, revenues, operating costs, capital expenditures, reclamation,
royalties, taxes, DD&A, and other line items necessary to define your annual after-tax
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
November 13, 2023 Page 4
FirstName LastName
Paul W. Graves
Allkem Livent plc
November 13, 2023
Page 4
cash flow with totals. See Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.
Please contact Julie Sherman at 202-551-3640 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jane Park at 202-551-7439 or Abby Adams at 202-551-6902 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Michael Kaplan, Esq.
2023-11-01 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum Corporation
of China Limited
November 1, 2023
Via EDGAR
Mr. Kyle Wiley
and Mr. Christopher Dunham
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum
Corporation of China Limited
Form
20-F for Fiscal Year Ended December 31, 2022
Filed
April 25, 2023
File
No. 001-15264
Dear Mr. Wiley
and Mr. Dunham:
Aluminum
Corporation of China Limited (the “Company”) acknowledges receipt of your comment letter dated October 19, 2023 (the “Comment
Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission regarding the above referenced Annual Report on Form 20-F of the Company.
The
Comment Letter requires that the Company either respond to the comments in the Comment Letter within ten business days or inform the
Staff when the Company will provide a response. This correspondence is to request for an extension of twenty (20) business days further
to our outside counsel’s phone conversation with Mr. Kyle Wiley on October 31, 2023. The Company will formally respond to the Comment
Letter on or before November 30, 2023.
*
* *
We
are grateful for the Staff’s assistance in this matter. In the meantime, if the Staff has any questions, please do not hesitate
to contact the Company’s outside counsel, Mr. Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP at +852-2826-8688 or via
e-mail at linc@sullcrom.com.
Very
truly yours,
/s/Ge
Xiaolei
Ge
Xiaolei
Chief
Financial Officer and Secretary to the Board
cc:
Ching-Yang
Lin, Esq., Partner
Chun
Wei, Esq., Of Counsel
(Sullivan
& Cromwell (Hong Kong) LLP)
2023-10-30 - CORRESP - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
CORRESP
1
filename1.htm
Michael Kaplan
+1 212 450 4111
michael.kaplan@davispolk.com
Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com
CONFIDENTIAL
October 30, 2023
Re:
Allkem Livent plc (n/k/a Arcadium Lithium plc)
Amendment No. 1 to Registration Statement on Form S-4
Filed September 26, 2023 (Filing Date September 27, 2023)
File No. 333-273360
Ms. Julie Sherman
Ms. Jane Park
Office of Industrial Applications and Services
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-3628
Dear Ms. Sherman and Ms. Park:
On behalf of our client, Allkem Livent plc (n/k/a Arcadium Lithium plc), a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company”), we are responding to the comments
from the Staff (the “Staff”) of the Securities and Exchange Commission relating to Amendment No. 1 to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”) and certain exhibits contained in Amendment No. 2 to the Company’s Registration Statement on Form S-4 contained in the Staff’s letter dated October 21, 2023. In addition, the Company has amended the Registration Statement and
is filing Amendment No. 3 to its Registration Statement (the “Amended Registration Statement”) and Amendment No. 4 to its Registration Statement (solely for the purposes of refiling certain amended technical
report summaries as exhibits, which could not be filed with the Amended Registration Statement due to their size) on the date hereof.
Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We
have included page numbers to refer to the locations in the Amended Registration Statement where the revised language addressing particular comments appears. Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form S-4 filed September 27, 2023
Risks Related to Tax Matters, page 50
1.
We note your response to our prior comment 8 that “because the ownership percentage in this case is expected to be below 60%, the transaction is not expected to be a 'third-country transaction' as that term is
used in the relevant Treasury Regulations.” Please revise your disclosure to include this additional information in the risk factor and the discussion of the material tax consequences.
Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 53 and 134 of the Amended Registration Statement to state that the Company does not expect the transaction to be a “third-country transaction” within the meaning of the applicable Treasury regulations.
Background of the Transaction, page 83
2.
We acknowledge your revised disclosure in response to our prior comment 12, which we reissue in part. Please revise to clarify the number of other potential targets in the broader lithium sector (and any other
targets) that were assessed based on your selection criteria. To the extent you considered additional potential targets in addition to Allkem, please describe the process of identifying such targets, the progress or any discussions your had
with those other targets, and when and on what basis the discussions with those targets ended. The revised disclosure should clarify how and on what basis you determined to narrow your search to Allkem and the reasons underlying Livent
management's decision not to pursue the other targets.
Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 85-86 of the Amended Registration Statement.
3.
We reissue comment 13 in part. We note your continued reference to unnamed third-party consultants acting on behalf of Allkem and Livent in connection with the due diligence process, such as the references on
pages 90-92. Please revise to identify and describe the role of such third-party consultants. For example, if the third-party consultant who completed the due diligence site visit of Livent's Fenix and Guernes operations in April 2023 was
Ausenco Limited, which had been engaged in March 2023 to perform engineering and technical review of the inputs to Livent's financial projections, please so clarify.
Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 94-96 of the Amended Registration Statement to identify and describe the roles of the third-party consultants acting on behalf of Allkem Limited (“Allkem”) in connection with the due
diligence process and Livent.
4.
We note your revised disclosure in response to our prior comments 15 and 17, which we reissue in part. Please revise your disclosure throughout this section to provide greater detail as to the background of
the transaction, including the material issues discussed and key negotiated terms. The disclosure should provide shareholders with an understanding of how, when, and why the material terms of your proposed transaction evolved and why this
transaction is being recommended as opposed to any alternatives. In your revised disclosure, please ensure that you address the following:
•
the material terms for any proposals and subsequent proposals and counteroffers in the negotiations, including the relative ownership split of the combined company, the exchange ratio and board composition;
•
negotiation of the transaction documents and the parties involved; and
•
changes in or contested points related to valuations.
For example, please disclose the potential new transaction structure and the relative ownership percentages discussed between June 27 and July 5, 2022; Allkem's proposed ownership split of the
combined company as reflected in the initial draft of the transaction agreement on July 6, 2022; and the substance of each party's positions in the Allkem and Livent Board meetings on July 7, 2022.
Response: In response
to the Staff’s comment, the Company has revised the disclosure under the caption “The Transaction—Background of the Transaction” on pages 85-97 of the Amended Registration Statement.
October 30, 2023
2
5.
We note your disclosure on page 86 relating to Allkem's focus on fundamental valuations of the two companies as compared to current market valuations. You also disclose on page 89 that the process for
determining the relative ownership percentages in the combined company was based on the underlying fundamental valuations of the two businesses. Please expand your disclosure to clarify the differences between the fundamental valuations and
current market valuations of the two companies.
Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 88 of the Amended Registration Statement to clarify the differences between the fundamental valuations and current market valuations of the two companies.
6.
We note your revised disclosure in response to our prior comment 16, which we reissue in part. We refer to your disclosure on page 89 that in March 2023, the parties exchanged updated projections, and that the
projections were "updated to reflect such party's analysis and opinion on the current state and outlook of the lithium market and the applicable respective businesses, in particular with respect to cost inflation and the timing, production,
operating costs and capital spend associated with each company's operating assets and development projects." We also note the disclosure on page 90, that the projected cash flows were "adjusted to account for each party's view on expected
reliability and certain other risks." Please disclose the content of these changes and how they affected the initial projections supplied by each party. Please include disclosure of all material changes to the projections and material
assumptions underlying the projections.
Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 92-93 of the Amended Registration Statement.
Summary of Financial Analysis by Gordon Dyal & Co., page 98
7.
Please revise this section to address all analysis performed by the financial advisor, including comparable company, comparable transactions and side-by-side comparisons. Please disclose the selection criteria
for each of the comparable companies and transactions, how the criteria was chosen, and whether any companies or transactions meeting the selection criteria were excluded from the analysis. Disclose the multiples for each company in the
analysis as well as the financial data used to derive such multiples, and explain how this analysis factored into each party's board's valuation.
Response: The Company respectfully advises the
Staff that all analysis performed by the financial advisor that was relevant to the financial advisor’s determination of the fairness of the exchange ratio is already disclosed in the Registration Statement. For purposes of rendering its opinion
in connection with the transaction, Gordon Dyal & Co. did not rely on comparable company analysis, comparable transactions analysis or side by side comparisons or any other analysis not previously disclosed, as those were deemed not relevant
for purposes of evaluating the fairness of this merger-of-equals transaction. The Company has also revised the disclosure on page 103 of the Amended Registration Statement to clarify this point.
Material Underlying Assumptions, page 105
8.
We note the revised disclosure in response to comment 23 and reissue the comment in part. On page 205 you now state that you have disclosed "[t]he assumptions underlying the Forecasts that are considered most
material in the view of Livent's management." Please revise to include all material assumptions, rather than only the "most material" assumptions. Quantify the assumptions to the extent practicable and clarify the relevant time frames for
any assumptions that are specific to time, such as timing of completion of expansion projects. To the extent you reference information that is "disclosed or incorporated by reference elsewhere in this proxy statement," provide a specific
cross-reference, or revise this section to disclose the information.
October 30, 2023
3
Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 110 of the Amended Registration statement.
Projected Synergies, page 108
9.
We note your revised disclosure in response to our prior comment 26, which we reissue in part. Please revise to expand your disclosure of the benefits with respect to Livent’s optimized business operating
model and under the heading “Operating Model Integration Savings.”
Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 113-114 of the Amended Registration Statement.
Material U.S. Federal Income Tax Considerations for U.S. Holders, page 126
10.
We note your response to comments 29 and 30 and the related revised disclosure. Revise this section to provide the tax opinion in full in the filing, including the material assumptions. In the alternative,
you may file a long-form opinion, which provides the full opinion including all material assumptions, as an exhibit. In whichever form, the full tax opinion, including material assumptions, must be in the same document. Refer to Item
601(b)(8) of Regulation S-K and Section III.B. of Staff Legal Bulletin No. 19, regarding long- and short-form tax opinions.
Response: In response to the Staff’s comment, the
Company has filed a full tax opinion, including material assumptions, as Exhibit 8.1 to the Amended Registration Statement.
Material Individual Properties, page 216
11.
We acknowledge your revised disclosure in response to our prior comment 37, which we reissue in part. For each of Allkem's joint ventures with respect to the Olaroz lithium facility and Naraha lithium
hydroxide plant, please disclose the aggregate amounts paid or received to date under such joint venture agreements, including any royalty payments, as applicable.
Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 204-206 and 228 of the Amended Registration Statement.
Amendment to Form S-4 filed September 27, 2023
Unaudited Prospective Financial Information, page 102
12.
We see that you revised your projections to present projections through the years 2066 and 2067. Given the amount of
uncertainty in developing projections over 40 years out, please tell us why you believe your presentation is reasonable and appropriate.
Response: The Company respectfully advises the
Staff that although there is uncertainty in developing projections over 40 years out, the Livent Board believed such presentation was reasonable and appropriate because it reflected the life-of-the-mine for each asset, which is customary for
considering value in the industry of Livent and Allkem. Given the finite life of the relevant assets, the Livent Board considered that projections through the life-of-the-mine and in accordance with the life-of-the-mine plan for each asset would
be a more reasonable and appropriate basis for assessing net asset value as opposed to considering a terminal value that assumes a perpetual life of the assets. The Company has also revised the disclosure on page 107 of the Amended Registration
Statement to further clarify this point.
October 30, 2023
4
Note 4, page 180
13.
We understand that the estimated transaction consideration has decreased by 23% since your July 21, 2023 filing due to the corresponding decline in share price. Regarding your revised preliminary purchase
price allocation, please clarify for us why a greater portion of the $1.6 billion decline in estimated transaction consideration was not deducted from your acquired goodwill calculation. Disclose any specific changes in facts and
circumstances that could have reasonably caused the estimated fair value of the acquired property, plant, equipment and mineral rights to decline from $6.1 billion in July to $4.5 billion in September. It appears that the carrying value of
these assets actually increased between March 31 and June 30 of 2023. We may have further comment.
Response: The Company respectfully advi
2023-10-23 - UPLOAD - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
United States securities and exchange commission logo
October 21, 2023
Paul W. Graves
Chief Executive Officer
Allkem Livent plc
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Claire V14 E370
Ireland
Re:Allkem Livent plc
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 27, 2023
File No. 333-273360
Dear Paul W. Graves:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 21, 2023 letter.
Amendment No. 1 to Form S-4 filed September 27, 2023
Risks Related to Tax Matters, page 50
1.We note your response to our prior comment 8 that “because the ownership percentage in
this case is expected to be below 60%, the transaction is not expected to be a 'third-
country transaction' as that term is used in the relevant Treasury Regulations.” Please
revise your disclosure to include this additional information in the risk factor and the
discussion of the material tax consequences.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 2
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 2
Background of the Transaction, page 83
2.We acknowledge your revised disclosure in response to our prior comment 12, which we
reissue in part. Please revise to clarify the number of other potential targets in the broader
lithium sector (and any other targets) that were assessed based on your selection criteria.
To the extent you considered additional potential targets in addition to Allkem, please
describe the process of identifying such targets, the progress or any discussions your had
with those other targets, and when and on what basis the discussions with those targets
ended. The revised disclosure should clarify how and on what basis you determined to
narrow your search to Allkem and the reasons underlying Livent management's decision
not to pursue the other targets.
3.We reissue comment 13 in part. We note your continued reference to unnamed third-party
consultants acting on behalf of Allkem and Livent in connection with the due diligence
process, such as the references on pages 90-92. Please revise to identify and describe the
role of such third-party consultants. For example, if the third-party consultant who
completed the due diligence site visit of Livent's Fenix and Guernes operations in April
2023 was Ausenco Limited, which had been engaged in March 2023 to perform
engineering and technical review of the inputs to Livent's financial projections, please so
clarify.
4.We note your revised disclosure in response to our prior comments 15 and 17, which we
reissue in part. Please revise your disclosure throughout this section to provide greater
detail as to the background of the transaction, including the material issues discussed and
key negotiated terms. The disclosure should provide shareholders with an understanding
of how, when, and why the material terms of your proposed transaction evolved and why
this transaction is being recommended as opposed to any alternatives. In your revised
disclosure, please ensure that you address the following:
•the material terms for any proposals and subsequent proposals and counteroffers in
the negotiations, including the relative ownership split of the combined company, the
exchange ratio and board composition;
•negotiation of the transaction documents and the parties involved; and
•changes in or contested points related to valuations.
For example, please disclose the potential new transaction structure and the relative
ownership percentages discussed between June 27 and July 5, 2022; Allkem's proposed
ownership split of the combined company as reflected in the initial draft of the transaction
agreement on July 6, 2022; and the substance of each party's positions in the Allkem and
Livent Board meetings on July 7, 2022.
5.We note your disclosure on page 86 relating to Allkem's focus on fundamental valuations
of the two companies as compared to current market valuations. You also disclose on page
89 that the process for determining the relative ownership percentages in the combined
company was based on the underlying fundamental valuations of the two businesses.
Please expand your disclosure to clarify the differences between the fundamental
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 3
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 3
valuations and current market valuations of the two companies.
6.We note your revised disclosure in response to our prior comment 16, which we reissue in
part. We refer to your disclosure on page 89 that in March 2023, the parties exchanged
updated projections, and that the projections were "updated to reflect such party's analysis
and opinion on the current state and outlook of the lithium market and the applicable
respective businesses, in particular with respect to cost inflation and the timing,
production, operating costs and capital spend associated with each company's operating
assets and development projects." We also note the disclosure on page 90, that the
projected cash flows were "adjusted to account for each party's view on expected
reliability and certain other risks." Please disclose the content of these changes and how
the affected the initial projections supplied by each party. Please include disclosure of all
material changes to the projections and material assumptions underlying the projections.
Summary of Financial Analysis by Gordon Dyal & Co., page 98
7.Please revise this section to address all analysis performed by the financial advisor,
including comparable company, comparable transactions and side-by-side comparisons.
Please disclose the selection criteria for each of the comparable companies and
transactions, how the criteria was chosen, and whether any companies or transactions
meeting the selection criteria were excluded from the analysis. Disclose the multiples for
each company in the analysis as well as the financial data used to derive such multiples,
and explain how this analysis factored into each party's board's valuation.
Material Underlying Assumptions, page 105
8.We note the revised disclosure in response to comment 23 and reissue the comment in
part. On page 205 you now state that you have disclosed "[t]he assumptions underlying
the Forecasts that are considered most material in the view of Livent's management."
Please revise to include all material assumptions, rather than only the "most material"
assumptions. Quantify the assumptions to the extent practicable and clarify the relevant
time frames for any assumptions that are specific to time, such as timing of completion of
expansion projects. To the extent you reference information that is "disclosed or
incorporated by reference elsewhere in this proxy statement," provide a specific cross-
reference, or revise this section to disclose the information.
Projected Synergies, page 108
9.We note your revised disclosure in response to our prior comment 26, which we reissue in
part. Please revise to expand your disclosure of the benefits with respect to Livent's
optimized business operating model and under the heading "Operating Model Integration
Savings."
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 4
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 4
Material U.S. Federal Income Tax Considerations for U.S. Holders, page 126
10.We note your response to comments 29 and 30 and the related revised disclosure. Revise
this section to provide the tax opinion in full in the filing, including the material
assumptions. In the alternative, you may file a long-form opinion, which provides the full
opinion including all material assumptions, as an exhibit. In whichever form, the full tax
opinion, including material assumptions, must be in the same document. Refer to Item
601(b)(8) of Regulation S-K and Section III.B. of Staff Legal Bulletin No. 19, regarding
long- and short-form tax opinions.
Material Individual Properties, page 216
11.We acknowledge your revised disclosure in response to our prior comment 37, which we
reissue in part. For each of Allkem's joint ventures with respect to the Olaroz lithium
facility and Naraha lithium hydroxide plant, please disclose the aggregate amounts paid or
received to date under such joint venture agreements, including any royalty payments, as
applicable.
Amendment to Form S-4 filed September 27, 2023
Unaudited Prospective Financial Information, page 102
12.We see that you revised your projections to present projections through the years 2066
and 2067. Given the amount of uncertainty in developing projections over 40 years out,
please tell us why you believe your presentation is reasonable and appropriate.
Note 4, page 180
13.We understand that the estimated transaction consideration has decreased by 23% since
your July 21, 2023 filing due to the corresponding decline in share price. Regarding your
revised preliminary purchase price allocation, please clarify for us why a greater portion
of the $1.6 billion decline in estimated transaction consideration was not deducted from
your acquired goodwill calculation. Disclose any specific changes in facts and
circumstances that could have reasonably caused the estimated fair value of the acquired
property, plant, equipment and mineral rights to decline from $6.1 billion in July to $4.5
billion in September. It appears that the carrying value of these assets actually increased
between March 31 and June 30 of 2023. We may have further comment.
14.It appears that the $3.1 billion preliminarily allocated to acquired mineral rights results in
an approximate $1.4 billion increase over the carrying value of these assets as reported on
page F-25. Please provide a disclosure herein, or a cross reference to a disclosure, that
identifies the specific mineral rights being written-up and describes the primary estimates
and assumptions that were used to estimate fair value. For example, if fair value was
estimated using market price or production cost estimates that materially differ from
corresponding current prices and costs, then that fact should be clearly explained.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 5
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 5
Mineral Resources and Reserves, page 219, page A-1
15.You state the Mt. Cattlin processing costs as $13.19 on page 219 and elsewhere in your
Form S-4 and not the $23.19 as stated on page 155 of the associated Mt. Cattlin technical
report summary. Please review and modify your filings to correct this discrepancy.
Part II. Item 21. Exhibits and Financial Statement Schedules
Exhibits 96.1 through 96.5
10 MINERAL PROCESSING AND METALLURGICAL TESTING, page A-2
16.We reviewed the Mineral Processing and Metallurgical Testing section of Exhibits 96.1
through 96.5. Please modify your filings and include the QP’s opinion on the adequacy of
the metallurgical data and state the final forecast recovery as required by Item
601(b)(96)(iii)(B)(10)(v) of Regulation S-K.
Exhibits 96-1 through 96.5
17 Environmental Studies, Permitting, Social or Community Impacts, page A-3
17.We reviewed the Environmental Studies, Permitting, Social or Community Impacts
section of your Exhibts 96.1 through 96.5. Please modify your filing and include the QP’s
opinion as to the adequacy of current plans for environmental compliance, permitting, and
addressing issues with local individuals or groups and include closing and reclamation
costs as required by Item 601(b)(96)(iii)(B)(17)(vi) of Regulation S-K.
Exhibits 96.1 through 96.4
13 Mining Methods, page A-4
18.Please modify your filing and disclose the annual numerical values and totals for your
Life of Mine (LOM) production. This would also include total quantities (liters) pumped
from your wellfields with associated solution grades or annual processed ore with
associated grades, the overall metallurgical recovery, and final salable product on an
annual basis. See Item 601 (b)(96)(iii)(b)(13) of Regulation S-K.
Exhibits 96.2, 96.3 & 96.4
19 Economic Analysis, page A-5
19.We note you did not disclose a complete annual economic analysis for your reserves in
this section. Please modify your filing to provide more detail, key assumptions, and
summarize the results on an after-tax basis with LOM totals. Your financial analysis
should disclose as line items, your wellfield production quantities & grades or tonnage
and grade, contained/recovered products, commodity prices, revenues, capital, sustaining
capital, reclamation/closing costs, operating costs, royalties, taxes, DD&A, pre/post tax
cash flows on an annual basis with LOM totals. See Items 601(b)(96)(iii)(B)(19)(i) and
(ii) of Regulation S-K.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 6
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 6
Exhibits 96.2, 96.3 & 96.4
11 & 12 Mineral Resources & Mineral Reserves, page A-6
20.Please modify your filing and disclose the cutoff grade for your resource/reserve estimates
with an example calculation that includes all the parameters and appropriate units used to
prepare this calculation. See Items 601(b)(96)(iii)(B)(11)(iii) & (12)(iii) of Regulation S-
K.
Exhibits 96.2 & 96.3
18 Capital and Operating Costs, page A-7
21.Our review of your capital and operating costs for your reserves indicates you did not state
the accuracy of these estimates as required by Item 601(b)(96)(iii)(B)(18) of Regulation
S-K. Please modify you filings and state the accuracy of your estimates and if constructed
in stages include all capital and operating costs with your LOM totals.
Exhibit 96.1
11 Mineral Resources, page A-8
22.Please modify your filing and disclose the Qualified Person’s opinion on whether all
issues related to technical and/or economic factors influencing economic extraction can be
resolved with further work. See Item 601(b)(96)(iii)(B)(11)(vii) of Regulation S-K.
Exhibits 96.5
25 Reliance On Information Provided by The Registrant, page A-9
23.We note your disclosure disclaiming responsibility for the accuracy, completeness, or
fairness of your third-party information. Please remove all disclaimers from your filing.
See Item1302(b)(6) of Regulation S-K.
Livent Corporation - Form 10-K
Other Property Nemaska Lithium, page 45, page L-1
24.We note your disclosure of a 50% equity interest in the Nemaska Lithium Inc. Summary
disclosure is required of all mining properties in which you have a direct or indirect
economic interest. In addition, you will need to make a materiality
determination/declaration regarding this property, which may require additional
disclosure. Please modify your filing and include the summary disclosure as required by
Item 1303(a)(1) of Regulation S-K.
Exhibit 96.1 (Form 10-K Livent) Salar Del Hombre Muerto
Cut-Off Grades Estimates, page 12-11, page L-2
25.Please modify your filing and disclose the cutoff grade for your reserve estimates with an
example calculation with all the parameters and appropriate units used to prepare this
calculation. See Item 601(b)(96)(iii)(B)(12)(iii) of Regulation S-K.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
October 21, 2023 Page 7
FirstName LastName
Paul W. Graves
Allkem Livent plc
October 21, 2023
Page 7
Exhib
2023-10-19 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) File: 001-15264
United States securities and exchange commission logo
October 19, 2023
Zhu Runzhou
Chief Executive Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street, Haidian District, Beijing
People’s Republic of China (100082)
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-15264
Dear Zhu Runzhou:
We have reviewed your September 11, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 8, 2023
letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 139
1.We reissue comment 2. As noted in your response, Item 16I(b) of Form 20-F states:
“Also, any such identified foreign issuer that uses a variable-interest entity or any similar
structure [emphasis added] that results in additional foreign entities being consolidated in
the financial statements of the registrant is required to provide the below disclosures for
itself and its consolidated foreign operating entity or entities.” Additionally, page 15 of
our Release No. 34-93701, “Holding Foreign Companies Accountable Act Disclosure,”
clarifies that a registrant should “look through a VIE or any structure [emphasis added]
that results in additional foreign entities being consolidated in the financial statements of
the registrant and provide the required disclosures about any consolidated operating
company or companies in the relevant jurisdiction.” As previously requested, please
provide us with the information required by Items 16I(b)(2) through (b)(5) for all of your
consolidated foreign operating entities in your supplemental response.
FirstName LastNameZhu Runzhou
Comapany NameAluminum Corporation of China Limited
October 19, 2023 Page 2
FirstName LastName
Zhu Runzhou
Aluminum Corporation of China Limited
October 19, 2023
Page 2
2.We note your response to comment 4. Please identify each official of the Chinese
Communist Party who is a member of your board of directors, or the boards of your
consolidated foreign operating entities, pursuant to Item 16I(b)(4) of Form 20-F. Please
also provide us with your analysis of whether or not Mr. Liu Jianping was a CCP official
as of April 25, 2023, i.e. the date of your initial annual report.
3.We note your response to comment 3 and reissue in part. Please supplementally describe
the materials that were reviewed and tell us whether you relied upon any legal opinions or
third party certifications such as affidavits as the basis for your disclosure under
paragraphs (b)(2) and (3), with respect to all of your consolidated foreign operating
entities, including but not limited to your Hong Kong subsidiary.
4.We note your response to comment 5 and reissue in part. Please supplementally describe
the steps you have taken to identify whether the members of the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
Please contact Kyle Wiley at 202-344-5791 or Christopher Dunham at 202-551-3783
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Chin-Yang Lin
2023-09-28 - UPLOAD - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
United States securities and exchange commission logo
September 28, 2023
Shai Avnit
Chief Financial Officer
Alarum Technologies Ltd.
30 Haarba’a Street
Tel Aviv, 6473926
Re:Alarum Technologies Ltd.
Registration Statement on Form F-3
Filed September 20, 2023
File No. 333-274604
Dear Shai Avnit:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or Matthew
Derby, Legal Branch Chief, at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Howard Berkenblit
2023-09-28 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
filename1.htm
Alarum Technologies Ltd.
30 HaArba’a Street
Tel Aviv
6473926 Israel
September 28, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Alarum Technologies Ltd. (CIK 0001725332)
Registration Statement No. 333-274604 on Form F-3 (the “Registration Statement”)
Ladies and Gentlemen:
Alarum Technologies Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on
September 29, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.
Very truly yours,
aLARUM TECHNOLOGIES LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2023-09-27 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP Allego N.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands September 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Rucha Pandit, Tina Chalk and Blake Grady Re: Allego N.V. Amendment No. 1 to the Registration Statement on Form F-4 File No. 333-274205 To the address set forth above: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Allego N.V. (the “Company”) hereby requests acceleration of the effective date of the above referenced Amendment No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) of the Company. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September 28, 2023, or as soon as practicable thereafter. The Company hereby authorizes Heather Emmel of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310 8849. Very truly yours, ALLEGO N.V. By: /s/ Mathieu Bonnet Name: Mathieu Bonnet Title: Chief Executive Officer cc: Ton Louwers, Allego N.V.
2023-09-26 - CORRESP - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
CORRESP
1
filename1.htm
Michael Kaplan
+1 212 450 4111
michael.kaplan@davispolk.com
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
CONFIDENTIAL
September 26, 2023
Re: Allkem Livent plc
Registration Statement on Form S-4
Filed July 20, 2023 (Filing Date July 21, 2023)
File No. 333-273360
Ms. Julie Sherman
Ms. Jane Park
Office of Industrial Applications and Services
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-3628
Dear Ms. Sherman and Ms. Park:
On behalf of our client, Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company”), we are responding to the comments from
the Staff (the “Staff”) of the Securities and Exchange Commission relating to the Company’s Registration Statement on Form S-4 (the “Registration Statement”)
contained in the Staff’s letter dated August 21, 2023. In addition, the Company has amended the Registration Statement and is filing Amendment No. 1 to its Registration Statement (the “Amended Registration Statement”) and Amendment No. 2 to its Registration Statement (solely for the purposes of filing certain technical report summaries as exhibits, which could not be filed with the Amended
Registration Statement due to their size) on the date hereof. As discussed with Ms. Park on August 21, 2023, the Amended Registration Statement includes the mining property disclosure of Allkem Limited (“Allkem”)
pursuant to Regulation S-K Subpart 1300, and the Amended Registration Statement and Amendment No. 2 to the Registration Statement contain the related technical report summaries as exhibits.
Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the locations in the Amended Registration Statement where the revised language addressing particular comments appear. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Amended Registration Statement.
Registration Statement on Form S-4 filed July 21, 2023
Questions and Answers About the Transaction and the Livent Special Meeting, page 1
1.
Please revise the Q&A on page 4 to briefly summarize and quantify, as applicable, the interests Livent’s directors and officers have in the transaction. We note the disclosure of the
aggregate benefit of unvested RSUs held by non-employee directors on page 22 and the chart for named executive officers beginning on page 105. Provide information regarding all of the holdings, not only the unvested RSUs, for both executive
officers and directors.
Response: In response to the Staff’s comment, the Company has (i) revised the Q&A disclosure on page 4 of the Amended Registration Statement to summarize and quantify the
interests that the directors and executive officers of Livent Corporation (“Livent”) have in the transaction and (ii) revised the disclosure on pages 24, 109, 110, 142 and 143 of the Amended Registration
Statement to include additional information regarding the equity incentive awards held by Livent’s directors and executive officers. The Company notes that Livent’s three named executive officers are Livent’s only executive officers.
Summary, page 16
2.
Please clarify the meaning and significance of scientific or technical terms the first time they are used in order to ensure that lay readers will understand the disclosure. For example,
please briefly explain or describe, as appropriate, lithium carbonate, butyllithium, lithium hydroxide, spodumene concentrate, tantalum, pegmatite, alluvial, fluvial, evaporite core, pyroxene, and Run of Mine.
Response: In response to the Staff’s comment, the Company has revised, as applicable, the glossary beginning on page iv of the Amended
Registration Statement and the information under the captions “Summary,” “The Parties to the Transaction” and “Business Overview of Allkem” beginning on pages 17, 70 and 196, respectively, of the Amended Registration Statement to include the
requested information in the appropriate context.
3.
We note references throughout the prospectus to Allkem’s “high-quality” products and assets and that the Olaroz lithium facility produces “high-quality” lithium carbonate chemicals for the battery, technical
and chemical markets. For such statements regarding industry leadership, please substantiate your claims or remove such statements.
Response: In response to the Staff’s comment, the Company has revised the disclosure throughout the Amended Registration Statement to remove references to “high quality” products
and assets and to provide additional information regarding the quality and reliability of Allkem’s products.
4.
Please revise the summary on page 16 to provide additional information regarding the material aspects of the business of Livent Corporation and Allkem Limited. Please provide cross-references to the business
disclosure for each. For example, clarify the potential or targeted uses or industries that use for the forms of lithium listed.
Response: In response to the Staff’s comment, the Company has revised the disclosure under the captions “Summary” and “The Parties to the Transaction”
beginning on pages 17 and 70, respectively, of the Amended Registration Statement to add certain material information about the respective businesses of Livent Corporation and Allkem Limited and has included cross-references to other sections of the
Amended Registration Statement or the documents incorporated by reference therein, as applicable.
The Transaction and the Transaction Agreement, page 17
5.
Please amend your disclosure on page 18 to include a diagram of the post-merger transaction ownership structure of NewCo that includes the ownership percentages of the relevant parties.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 20 of the Amended Registration Statement to
include the ownership percentages of the relevant parties in the diagram of the post-merger transaction ownership structure of NewCo.
Regulatory Approvals, page 23
6.
We note your disclosure on pages 23 and 113 that the transaction is “subject to CFIUS jurisdiction” and that the “closing conditions relating to applicable filings or clearances under CFIUS
laws in the U.S. will also need to be satisfied or waived in order for the transaction to be consummated.” Please revise to clarify that CFIUS approval is a condition to the consummation of the transaction and disclose, where applicable,
the potential effects on the merger transaction if you do not receive CFIUS approval.
September 26, 2023
2
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 25 and 124 of the Amended Registration Statement to clarify that
CFIUS approval is a condition to the consummation of the transaction and the potential effects on the merger transaction if CFIUS approval is not received. The Company has also revised the disclosure on pages 25 and 124 of the Amended Registration
Statement to indicate that CFIUS approval was received on August 28, 2023 and, therefore, the closing condition related to CFIUS approval has been satisfied.
Conditions That Must Be Satisfied or Waived for the Transaction to Occur, page 24
7.
Please revise the first bullet point on page 24 to further explain or clarify the condition that “the closing of the merger shall be capable of occurring, and would reasonably be expected
to occur, as promptly as practicable following the scheme implementation.” It is unclear from this disclosure what my trigger this condition.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 27 and 160 of the Amended Registration
Statement to clarify how this condition would be satisfied.
Risks Related to Tax Matters, page 47
8.
In the risk factor on pages 47-48, you address Section 7874 and state that this transaction as a “potential third-country transaction.” Clarify the degree of uncertainty regarding whether
this transaction is a third-country transaction and clarify the degree of risk with respect to the 60% ownership test.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 51 of the Amended Registration Statement to clarify the
application of the 60% ownership test. The 60% ownership test, rather than the 80% ownership test, will apply in this case. The Company described the transaction as a “potential third-country transaction” and not a “third-country transaction” because
the Treasury Regulations issued under section 7874 of the Code use the term “third-country transaction” to refer to transactions which, in addition to involving a “third country,” result in an ownership percentage of at least 60%, among other
requirements. Because the ownership percentage in this case is expected to be below 60%, the transaction is not expected to be a “third-country transaction” as that term is used in the relevant Treasury Regulations. Moreover, as set forth on page 127
of the Amended Registration Statement (and subject to the caveats and conditions discussed therein), Davis Polk is providing its opinion that the merger and scheme will not result in the Company being treated as a domestic corporation under section
7874 of the Code.
9.
Please revise the risk factor on pages 49-50 to separate it into the risks you address, which appear to include both a general risk factor about potential future tax law changes, and a more specific risk
addressing global tax reform, including Government of Jersey’s plans with respect to implementation of a minimum corporate tax and to whether it could apply to the company, given its intent to establish its tax residency in Ireland. Also
disclose how this might affect the company as a tax resident of Ireland.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 52 and 53 of the Amended Registration Statement.
Risks Related to the Change in Jurisdiction, page 50
10.
Revise the risk factor beginning on page 50 to clarify the material differences in the rights of shareholders under Jersey law as compared to Delaware law, particularly regarding certainty
and transparency, which you address in the risk factor heading.
September 26, 2023
3
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 54 of the Amended Registration Statement to
clarify the material differences in the rights of shareholders under Jersey law as compared to Delaware law, particularly regarding certainty and transparency.
Livent Proposals, page 73
11.
Please revise the disclosure in Proposals 2-5, beginning on page 73, to further specify with respect to each what the shareholders are being asked to approve. For example, your outline of
the compensation of Livent officers and directors that shareholders are being asked to approve provides a cross-reference to the discussion of the merger agreement, which cross-references other disclosure in the document. The multiple
references render the disclosure unclear. Revise Proposal 2 to specify in that disclosure the compensation resulting from this transaction for Livent’s officers and directors that is subject to approval. Refer to Item 5(a) of Schedule 14A.
Similarly, for proposals 3-5, revise to disclose the prior provision and how it will change. The cross-references to the relevant new provision in the NewCo articles of association do not sufficiently specify what shareholders are being
asked to approve.
Response: In response to the Staff’s comment, the Company has revised the disclosure beginning on page 78 of the Amended Registration Statement to further
specify with respect to each of Proposals 2 through 5 what shareholders are being asked to approve.
The Transaction
Background of the Transaction, page 77
12.
We note your disclosure on page 77 that on February 24, 2022, the Livent Board reviewed potential growth opportunities and strategic options, including “possible combinations with other
companies” and discussed a possible stock-for-stock merger of equals transaction with Allkem. Please expand your disclosure of the “other companies” the Livent Board considered and discuss any selection criteria the Livent Board used to
assess such possible combinations. Please also revise to describe how and by whom Allkem was identified as a potential target for a merger of equals transaction.
Response: In response to the Staff’s comment, the Company has revised the disclosure beginning on page 83 of the Amended Registration Statement.
13.
Please revise to clarify the roles of the various advisors with respect to each company, including each company’s multiple financial advisors.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 84-85 of the Amended Registration Statement to clarify the roles
of the various advisors with respect to each company.
14.
We refer to your disclosure on page 78 that Goldman Sachs had initially assisted Livent with aspects of the potential transaction and had provided an overview of equity flowback considerations, but ultimately
engaged Gordon Dyal as its financial advisor. Please expand your disclosure relating to the Goldman Sachs’ analysis and the scope of their assistance. Clarify whether Goldman Sachs had any role in the identification or evaluation of Allkem,
and its involvement, if any, in the preparation of any disclosure that is included in the registration statement, including any analysis underlying disclosure in the registration statement.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 84-85 of the Amended Registration Statement. As clarified in
the Company’s revised disclosure, Livent’s management identified Allkem as a potential target and Goldman Sachs and Gordon Dyal & Co. did not play a significant role in this respect. Goldman Sachs did not play a role in preparing the disclosure
or information underlying the disclosure in the Amended Registration Statement.
September 26, 2023
4
15.
Please revise this section to provide more detail regarding the topics discussed, the relevant positions of each party and how these topics influenced the terms of the transaction. By way of example only, we
refer to the call between Mr. Graves and Mr. Pere
2023-09-25 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP 1 filename1.htm September 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Aisha Adegbuyi Re: Alerus Financial Corporation Request for Acceleration of Effectiveness of Registration Statement on Form S-3 SEC File No. 333-274509 (“Registration Statement”) Dear Ms. Adegbuyi: On behalf of Alerus Financial Corporation, as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 4:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Wednesday, September 27, 2023. Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments. Very truly yours, Alerus Financial Corporation /s/ Katie A. Lorenson Katie A. Lorenson President and Chief Executive Officer
2023-09-22 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
United States securities and exchange commission logo
September 22, 2023
Katie A. Lorenson
Chief Executive Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, ND 58201
Re:Alerus Financial Corporation
Registration Statement on Form S-3
Filed September 14, 2023
File No. 333-274509
Dear Katie A. Lorenson:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Joseph T. Ceithaml, Esq.
2023-09-22 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP VIA EDGAR TRANSMISSION 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 22, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tina Chalk and Blake Grady RE: Allego N.V. Schedule TO-I filed August 25, 2023 File No. 005-93922 Form F-4 filed August 25, 2023 File No. 333-274205 Dear Ms. Chalk and Mr. Grady: Set forth below are the responses of Allego N.V. (the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and accompanying Registration Statement on Form F-4 (File No. 003-274205) (such Registration Statement the “Registration Statement”), each filed with the Commission on August 25, 2023. Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Tender Offer Statement (the “Amended Tender Offer Statement”) and Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers and captions in the responses correspond to the applicable amended filing, unless otherwise specified. Schedule TO-I filed August 25, 2023 Conditions to the Offer and Consent Solicitation, page 13 1. Comment: You have included a condition that will be triggered by “any general suspension of, or limitation on prices for, trading in securities in U.S. or Dutch securities or financial markets.” Please revise to explain what would be considered a “limitation on prices for ... securities in U.S. or Dutch securities or financial markets.” September 22, 2023 Page 2 Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 13 of the Amended Registration Statement by removing the reference to limitation on prices from the offer condition. 2. Comment: We note the following statement in this section: “The foregoing conditions are solely for our benefit, and we may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions.” All offer conditions must be objective and outside the control of the offeror to avoid implicating Regulation 14E’s prohibition on illusory offers. Revise the quoted language to avoid the impression that actions or inaction by the offeror can implicate an offer condition. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 14 of the Amended Registration Statement accordingly. 3. Comment: Refer to the following statement: “[t]he failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.” If an event occurs that implicates an offer condition, bidders must promptly inform security holders whether they will waive the condition and continue with the Offer, or terminate the Offer based on that condition. In this respect, reserving the right to waive a condition “at any time and from time to time” is inconsistent with your obligation to inform security holders promptly if events occur that “trigger” an offer condition. Please revise. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 14 of the Amended Registration Statement accordingly. 4. Comment: We note the following statement: “The determination by us as to whether any condition has been satisfied shall be conclusive and binding on all parties.” Please revise this statement to include a qualifier indicating that warrant holders are not foreclosed from challenging the Company’s determination in a court of competent jurisdiction. In addition, refer to our comment above. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 14 of the Amended Registration Statement accordingly. Background and Purpose of the Offer and Consent Solicitation, page 19 5. Comment: We note your disclosure that the purpose of the Offer is to “simplify our capital structure and reduce the potentially dilutive impact of the Warrants,” which will provide “more flexibility for financing [y]our operations in the future.” Revise to state with greater specificity why the Offer will provide more financing flexibility for the Company. Refer to Item 1006(a) of Regulation M-A. September 22, 2023 Page 3 Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3 and 19 of the Amended Registration Statement to delete the statement that the transaction will provide “more flexibility for financing our operations in the future.” Fees and Expenses, page 22 6. Comment: Please disclose the itemized fees and expenses incurred in making the Offer. Refer to Item 9 of Schedule TO and Item 1009(a) of Regulation M-A. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 22 of the Amended Registration Statement accordingly to disclose the itemized fees and expenses incurred in making the Offer. Selling Restrictions, page 24 7. Comment: In your response letter, please explain why what appear to be limitations on participation in this Offer are consistent with the all holders requirements of Rule 13e-4(f)(8)(i). Please advise or revise. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the table of contents and page 24 of the Amended Registration Statement. The Company confirms that it will not exclude tendering holders of the Company’s Warrants based on the jurisdiction of such holder. General 8. Comment: We note that this is an Offer to exchange Ordinary Shares for all outstanding Warrants. In your response letter, please explain why you have not filed a Schedule 13E-3 in connection with this offer. To the extent you seek to rely on an exemption such as Rule 13e-3(g)(2), please outline the facts that you believe support your reliance. Company Response: The Company respectfully advises the Staff that it believes subsection (g)(2) under Rule 13e-3 (“Rule 13e-3”) of the Exchange Act (“the “Act”) provides an exception for the exchange offer. Pursuant to the terms of Rule 13e-3(g)(2), Rule 13e-3 does not apply to any transaction in which the security holders are offered or receive only an equity security, provided, that: (i) Such equity security has substantially the same rights as the equity security which is the subject of the Rule 13e–3 transaction including, but not limited to, voting, dividends, redemption and liquidation rights except that this requirement shall be deemed to be satisfied if unaffiliated security holders are offered common stock; September 22, 2023 Page 4 (ii) Such equity security is registered pursuant to section 12 of the Act or reports are required to be filed by the issuer thereof pursuant to section 15(d) of the Act; and (iii) If the security which is the subject of the Rule 13e–3 transaction was either listed on a national securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association. Pursuant to the terms of the exchange offer that is the subject of the Tender Offer Statement, the Company is offering and only offering its Ordinary Shares to holders of its Warrants, which are registered securities pursuant to Section 12 of the Act and both the Company’s Ordinary Shares and the Warrants are listed on the New York Stock Exchange under the symbols “ALLG” and “ALLG.WS”, respectively. In addition, the Ordinary Shares to be issued in exchange for Warrants have enhanced rights as compared to the Warrants, which do not have any voting rights or rights to dividends as may be declared from time to time. The Company respectfully submits that the holders of the Warrants that are the subject of the exchange offer will maintain an enhanced equity interest following the exchange offer, such that Rule 13e-3 should not apply to the offer. 9. Comment: Since this exchange offer commenced upon filing of the registration statement, the statement that the prospectus is “preliminary” and “subject to completion” is inapplicable. Please delete. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and back page of the Prospectus/Offer to Exchange contained in the Amended Registration Statement accordingly. 10. Comment: Please revise to include the information required by Item 1003(a) of Regulation M-A with respect to each person specified in Instruction C to Schedule TO. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on “Item 3. Identity and Background of Filing Person” of the Schedule TO accordingly to provide the name, business address and business telephone number of each person controlling the Company. September 22, 2023 Page 5 11. Comment: Disclose that tendered Warrants may be withdrawn at any time after 40 business days after commencement of the Offer, if not yet accepted for payment. See Rule 13e-4(f)(2). Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Prospectus/Offer to Exchange contained in the Amended Registration Statement and pages 4, 11 and 18 of the Amended Registration Statement accordingly. 12. Comment: The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act by its terms does not apply to statements made in connection with a tender offer. See Section 21E(b)(2)(C) of the Exchange Act. Please revise accordingly. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page iii of the Amended Registration Statement accordingly. 13. Comment: We note your disclosure on page 42 that “Allego has agreed that any action, proceeding or claim against it arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and Allego has irrevocably submitted to such jurisdiction, which will be the exclusive forum for any such action, proceeding or claim.” However, your disclosure on page 51 indicates that “it may not be possible for shareholders to effect service of process within the United States upon us or our directors and executive officers or to enforce judgments against us or them in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.” Given this apparent discrepancy, please revise or advise. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 42 and 51 of the Amended Registration Statement accordingly. The Company respectfully advises the Staff of the disclosure on page 51 of the Amended Registration Statement which explains that “Accordingly, a judgment rendered by a court in the United States, whether or not predicated solely upon U.S. securities laws or the submission of the Company to the jurisdiction of a court in the United States, would not automatically be recognized and enforced by the competent Dutch courts. However, if a person has obtained a judgment rendered by a court in the United States that is enforceable under the laws of the United States and files a claim with the competent Dutch court, the Dutch court will in principle give binding effect to that judgment if (i) the jurisdiction of the United States court was based on a ground of jurisdiction that is generally acceptable according to international standards, (ii) the judgment by the United States court was rendered in legal proceedings that comply with the September 22, 2023 Page 6 Dutch standards of proper administration of justice including sufficient safeguards (behoorlijke rechtspleging), (iii) binding effect of such judgment is not contrary to Dutch public order (openbare orde) and (iv) the judgment by the United States court is not incompatible with a decision rendered between the same parties by a Dutch court, or with a previous decision rendered between the same parties by a foreign court in a dispute that concerns the same subject and is based on the same cause, provided that the previous decision qualifies for recognition in the Netherlands. However, even if such a United States judgment is given binding effect, a claim based on that judgment may still be rejected if that judgment is not or no longer formally enforceable.” 14. Comment: We note your disclosure that “[w]e reserve the right to redeem any of the Warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer and Consent Solicitation, and if the Warrant Amendment is approved, we intend to require the conversion of all outstanding Warrants to Ordinary Shares as provided in the Warrant Amendment.” Please provide a legal analysis regarding how Warrants may be redeemed either during the Offer and Consent Solicitation or within 10 business days after the Expiration Date. Refer to Exchange Act Rule 13e-4(f)(6) and Rule 14e-5. Company Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Prospectus/Offer to Exchange contained in the Amended Registration Statement by removing the reservation of rights language related to the redemption of Warrants. Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8849 or by e-mail at heather.emmel@weil.com. Sincerely yours, /s/ Heather Emmel Heather Emmel cc: Mathieu Bonnet, Chief Executive Officer Ton Louwers, Chief Financial Officer Alexander Lynch, Weil, Gotshal & Manges LLP
2023-09-11 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum
Corporation of China Limited
September 11,
2023
Via EDGAR
Mr. Kyle Wiley and Mr. Christopher
Dunham
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of China Limited
Form 20-F for Fiscal Year Ended December 31,
2022
Filed April 25, 2023
File No. 001-15264
Dear Mr. Wiley and Mr. Dunham:
This letter is in
response to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”), dated August 4, 2023, relating to the Annual Report of Aluminum Corporation
of China Limited (“the Company”) on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”),
which was filed with the Commission on April 25, 2023. The Company expresses its appreciation to the Staff for taking the time to
review the 2022 Form 20-F, and for providing the helpful comments.
The Company has
filed today, via EDGAR, this letter with the Commission. The Company has responded, to the extent relevant, to each of the Staff’s
comments by providing responses in this letter, or providing an explanation if the Company has not fully responded to the comment.
To facilitate the
Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and
have provided the Company’s response immediately following each comment. The page numbers in the responses refer to the page numbers
appearing on the bottom of 2022 Form 20-F.
United
States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher
Dunham
-2-
Form 20-F for the Fiscal
Year Ended December 31, 2022
Item 16I. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections, page 139
1. We note your disclosures on pages iii,
iv, vi, and 139. Please confirm, if true, that you are controlled by the State-owned Assets
Supervision and Administration Commission of the State Council of China by virtue of the
SASAC’s total ownership of your controlling shareholder. Please also briefly explain
the State Council of China and the SASAC’s role as governmental entities.
Response:
The Company confirms that
the State-owned Assets Supervision and Administration Commission of the State Council of China (the “SASAC”) has controlling
financial interest in the Company by virtue of the SASAC’s 31.90% indirect equity ownership in the Company through Aluminum Corporation
of China (“Chinalco”), the Company’s controlling shareholder.
The State Council of China
is the executive body of the supreme organ of state power of the People's Republic of China. The SASAC is a special commission directly
under the State Council of China. Pursuant to the authorization of the State Council of China and in accordance with the Company Law
of the PRC, Law on State-owned Assets of the PRC and other relevant laws and administrative regulations, the SASAC is responsible for
exercising the functions and powers of an investor in central state-owned enterprises, including exercising economic and voting rights.
Except for exercising the functions and powers of an investor, the SASAC shall not interfere with the ordinary course operation of central
state-owned enterprises.
2. We note that your principal subsidiaries
provided in Note 1 to your consolidated financial statements indicates that you have a subsidiary
in Hong Kong. Please note that Item 16I(b) requires that you provide disclosures for
yourself and all of your consolidated foreign operating entities, including variable interest
entities or similar structures.
• With respect to (b)(2), please
supplementally clarify the jurisdictions in which your consolidated foreign operating entities
are organized or incorporated and provide the percentage of your shares or the shares of
your consolidated operating entities owned by governmental entities in each foreign jurisdiction
in which you have consolidated operating entities in your supplemental response.
United
States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher
Dunham
-3-
• With respect to (b)(3), (b)(4),
and (b)(5), please provide the required information for you and all of your consolidated
foreign operating entities in your supplemental response.
Response:
The Company respectfully
advises the Staff that the Company’s subsidiary in Hong Kong is not subject to the disclosure requirements under Item 16I(b). As
required by Item 16I of Form 20-F, “[an] identified foreign issuer that uses a variable-interest entity or any similar
structure that results in additional foreign entities being consolidated in the financial statements [emphasis added] of the registrant
is required to provide the [relevant] disclosures for itself and its consolidated foreign operating entity or entities.” The Company’s
Hong Kong subsidiary has been consolidated to the Company’s financial statements because it is wholly-owned by the Company through
shareholding, and not through variable-interest entity or any similar structure.
The Company further advises
that all the entities consolidated in the Company’s financial statements are owned by the Company through direct or indirect shareholding,
and the Company did not and does not have any variable-interest entity or similar structure that would result in additional foreign entities
being consolidated in its financial statements. Accordingly, the Company respectfully advises that only the Company, as the identified
foreign issuer, is subject to the disclosure requirements under Item 16I(b).
3. Please supplementally describe
the materials that were reviewed and tell us whether you relied upon any legal opinions or
third party certifications such as affidavits as the basis for your disclosure under paragraphs
(b)(2) and (3).
Response:
The Company respectfully
advises the Staff that Chinalco, the largest shareholder of the Company, directly and indirectly owned 31.90% of the Company’s
issued share capital, among which 29.43% was directly owned by the Company, and 2.47% was indirectly owned via its 100% owned entities
Baotou Aluminum Co., Ltd., Chinalco Asset Operation and Management Co., Ltd. and Aluminum Corporation of China Overseas Holdings
Limited. The Company confirmed Chinalco’s direct shareholding in the Company by reviewing the Company’s shareholder register,
and confirmed Chinalco’s indirect shareholding in the Company by reviewing the Company’s shareholder register and the shareholding
information of Baotou Aluminum Co., Ltd., Chinalco Asset Operation and Management Co., Ltd. and Aluminum Corporation of China
Overseas Holdings Limited, the latter of which is publicly available on the National Enterprises Credit Information Publicity System
of the PRC.
As advised by Jincheng Tongda &
Neal, the PRC counsel of the Company, Chinalco is the controlling shareholder of the Company under the Company Law of the PRC, by virtue
of its ability to exercise significant influence on the resolutions of the Company’s shareholders meeting even though it holds
less than 50% of the Company’s shares.
United
States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher
Dunham
-4-
4. We note your disclosure at page 139
that eight of your directors are “members of the Chinese Communist Party.” Please
further identify each “official” of the Chinese Communist Party as required by
Item 16I(b)(4) of the Form 20-F.
Response:
The Company respectfully
advises the Staff that none of the Company’s directors who are members of the Chinese Communist Party is considered as an “official”
of the Chinese Communist Party because none of them held or is holding any official position in any governmental authority or public
institution. The Company further advises that Mr. Liu Jianping, former chairman and executive director of the Company, resigned
from all positions in the Company on July 19, 2023 due to work arrangement, as disclosed in the Form 6-K furnished to the Commission
by the Company on July 19, 2023.
5. In order to clarify the scope
of your review, please supplementally describe the steps you have taken to identify whether
the members of your board or the boards of your consolidated foreign operating entities are
officials of the Chinese Communist Party. For instance, please tell us how the board members’
current or prior memberships on, or affiliations with, committees of the Chinese Communist
Party factored into your determination. In addition, please tell us whether you have relied
upon third party certifications such as affidavits as the basis for your disclosure.
Response:
The Company respectfully
advises the Staff that, with respect to the Company’s executive directors, the Company had reviewed (i) the questionnaire
completed by each executive director as part of the annual compliance procedures, and (ii) their official biography contained in
their “Dang’an” (referring to a permanent dossier or archival system that maintain certain official records
of citizens of mainland China) and record of their membership with the Chinese Communist Party maintained by the Company. These underlying
documents specify each of the Company’s executive director’s position, if any, in the committee(s) of the Chinese Communist
Party. With respect to the Company’s non-executive directors or independent non-executive directors, the Company had reviewed (i) the
questionnaire completed by each non-executive director or independent non-executive director as part of the annual compliance procedures
and (ii) the affidavit of each non-executive director or independent non-executive director. Based on such review, the Company noted
that no current director of the Company held or is holding any official position in any governmental authority or public institution.
Hence, our directors are not considered as officials of the Chinese Communist Party.
In addition, the Company
advises that, as submitted in the response to Question 2, the consolidated foreign operating entities of the Company are not subject
to the disclosure requirements under Item 16I(b).
United
States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Kyle Wiley and Mr. Christopher
Dunham
-5-
6. With respect to your disclosure
pursuant to Item 16I(b)(5), please confirm that your Articles of Association contain one
or more charters of the Chinese Communist Party, or the text of any such charters, and tell
us the text of such charters. We also note that you have included language that such disclosure
is “to our best knowledge.” Please supplementally confirm without qualification,
if true, that your articles and the articles of your consolidated foreign operating entities
do not contain wording from any charter of the Chinese Communist Party other than those outlined
in your response.
Response:
The Company respectfully
advises the Staff that other than the provisions set forth in the table below, which either mentions the charter of the Chinese Communist
Party or adopts some text from the charter of the Chinese Communist Party, the current Articles of Association of the Company on Form 6-K
furnished to the SEC on June 20, 2023 does not contain wording from any charter of the Chinese Communist Party. The Company further
advises that, as submitted in the response to Question 2, the consolidated foreign operating entities of the Company are not subject
to the disclosure requirements under Item 16I(b).
Articles
Provisions
1
To safeguard the legitimate rights and interests of Aluminum Corporation
of China Limited (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the
Company, the Company formulated the Articles of Association in accordance with laws and regulations such as the Company Law of the People’s
Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities
Law”), the Constitution of the Communist Party of China (the “Party Constitution”), the Special Regulations of the
State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”), the
Mandatory Provisions for Articles of Association of Companies to be Listed Overseas, the Guidelines on Articles of Association of Listed
Companies, the Code of Corporate Governance for Listed Companies in China, the rules governing the listing of shares or securities
on the stock exchanges on which the Company’s Shares are listed (including the Shanghai Stock Exchange, The Stock Exchange of Hong
Kong Limited and the New York Stock Exchange) (the “Relevant Listing Rules”).
12
In accordance with the relevant regulations of the Party Constitution and the Company Law, organizations of the Communist Party of China (hereinafter the “Party”) shall be established; the Party Committee shall play the leadership role, providing direction, managing the overall situation and promoting implementation. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization.
103
The Company shall set up the Committee of the Communist Party of China of Aluminum Corporation of China Limited (the “Party Committee”), consisting of one secretary, one to two deputy secretary and several members. Eligible members of the Party Committee may serve as members of the Board of Directors, the Supervisory Committee and senior management through statutory procedures, while eligible Party members of the Board of Directors, the Supervisory Committee and senior management may also serve as members of the Party Committee pursuant to relevant provisions and procedures. Meanwhile, the Company shall also set up a disciplinary committee in accordance with the provisions, which shall consist of one secretary and
2023-08-31 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
August 31, 2023
Alexander Lynch
Partner
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, NY 10153
Re:Allego N.V.
Schedule TO-I filed August 25, 2023
File No. 005-93922
Form F-4 filed August 25, 2023
File No. 333-274205
Dear Alexander Lynch:
We have reviewed your filings listed above 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your registration statement on Form F-
4.
Schedule TO-I filed August 25, 2023
Conditions to the Offer and Consent Solicitation, page 13
1.You have included a condition that will be triggered by “any general suspension of, or
limitation on prices for, trading in securities in U.S. or Dutch securities or financial
markets.” Please revise to explain what would be considered a "limitation on prices for
... securities in U.S. or Dutch securities or financial markets."
2.We note the following statement in this section: "The foregoing conditions are solely for
our benefit, and we may assert one or more of the conditions regardless of the
circumstances giving rise to any such conditions." All offer conditions must be objective
and outside the control of the offeror to avoid implicating Regulation 14E's prohibition on
FirstName LastNameAlexander Lynch
Comapany NameWeil, Gotshal & Manges LLP
August 31, 2023 Page 2
FirstName LastNameAlexander Lynch
Weil, Gotshal & Manges LLP
August 31, 2023
Page 2
illusory offers. Revise the quoted language to avoid the impression that actions or
inaction by the offeror can implicate an offer condition.
3.Refer to the following statement: “[t]he failure by us at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right, and each such right shall
be deemed a continuing right which may be asserted at any time and from time to time
prior to the Expiration Date.” If an event occurs that implicates an offer condition,
bidders must promptly inform security holders whether they will waive the condition and
continue with the Offer, or terminate the Offer based on that condition. In this respect,
reserving the right to waive a condition “at any time and from time to time” is inconsistent
with your obligation to inform security holders promptly if events occur that "trigger" an
offer condition. Please revise.
4.We note the following statement: "The determination by us as to whether any condition
has been satisfied shall be conclusive and binding on all parties." Please revise this
statement to include a qualifier indicating that warrant holders are not foreclosed from
challenging the Company's determination in a court of competent jurisdiction. In
addition, refer to our comment above.
Background and Purpose of the Offer and Consent Solicitation, page 19
5.We note your disclosure that the purpose of the Offer is to “simplify our capital structure
and reduce the potentially dilutive impact of the Warrants,” which will provide “more
flexibility for financing [y]our operations in the future.” Revise to state with greater
specificity why the Offer will provide more financing flexibility for the Company. Refer
to Item 1006(a) of Regulation M-A.
Fees and Expenses, page 22
6.Please disclose the itemized fees and expenses incurred in making the Offer. Refer to
Item 9 of Schedule TO and Item 1009(a) of Regulation M-A.
Selling Restrictions, page 24
7.In your response letter, please explain why what appear to be limitations on participation
in this Offer are consistent with the all holders requirements of Rule 13e-4(f)(8)(i). Please
advise or revise.
General
8.We note that this is an Offer to exchange Ordinary Shares for all outstanding Warrants. In
your response letter, please explain why you have not filed a Schedule 13E-3 in
connection with this offer. To the extent you seek to rely on an exemption such as Rule
13e-3(g)(2), please outline the facts that you believe support your reliance.
9.Since this exchange offer commenced upon filing of the registration statement, the
statement that the prospectus is “preliminary” and “subject to completion” is inapplicable.
FirstName LastNameAlexander Lynch
Comapany NameWeil, Gotshal & Manges LLP
August 31, 2023 Page 3
FirstName LastName
Alexander Lynch
Weil, Gotshal & Manges LLP
August 31, 2023
Page 3
Please delete.
10.Please revise to include the information required by Item 1003(a) of Regulation M-A with
respect to each person specified in Instruction C to Schedule TO.
11.Disclose that tendered Warrants may be withdrawn at any time after 40 business days
after commencement of the Offer, if not yet accepted for payment. See Rule 13e-4(f)(2).
12.The safe harbor for forward-looking statements provided in the Private Securities
Litigation Reform Act by its terms does not apply to statements made in connection with a
tender offer. See Section 21E(b)(2)(C) of the Exchange Act. Please revise accordingly.
13.We note your disclosure on page 42 that “Allego has agreed that any action, proceeding or
claim against it arising out of or relating in any way to the Warrant Agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and
Allego has irrevocably submitted to such jurisdiction, which will be the exclusive forum
for any such action, proceeding or claim.” However, your disclosure on page 51 indicates
that “it may not be possible for shareholders to effect service of process within the United
States upon us or our directors and executive officers or to enforce judgments against us
or them in U.S. courts, including judgments predicated upon the civil liability provisions
of the federal securities laws of the United States.” Given this apparent discrepancy,
please revise or advise.
14.We note your disclosure that “[w]e reserve the right to redeem any of the Warrants, as
applicable, pursuant to their current terms at any time, including prior to the completion of
the Offer and Consent Solicitation, and if the Warrant Amendment is approved, we intend
to require the conversion of all outstanding Warrants to Ordinary Shares as provided in
the Warrant Amendment.” Please provide a legal analysis regarding how Warrants may
be redeemed either during the Offer and Consent Solicitation or within 10 business days
after the Expiration Date. Refer to Exchange Act Rule 13e-4(f)(6) and Rule 14e-5.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at (202) 551-8573 or Tina Chalk at (202) 551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
2023-08-21 - UPLOAD - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
United States securities and exchange commission logo
August 21, 2023
Paul W. Graves
Chief Executive Officer
Allkem Livent plc
Suite 12, Gateway Hub
Shannon Airport House
Shannon, Co. Claire V14 E370
Ireland
Re:Allkem Livent plc
Registration Statement on Form S-4
Filed July 21, 2023
File No. 333-273360
Dear Paul W. Graves:
We have reviewed your 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.
Registration Statement on Form S-4 filed July 21, 2023
Questions and Answers About the Transaction and the Livent Special Meeting, page 1
1.Please revise the Q&A on page 4 to briefly summarize and quantify, as applicable, the
interests Livent's directors and officers have in the transaction. We note the disclosure of
the aggregate benefit of unvested RSUs held by non-employee directors on page 22 and
the chart for named executive officers beginning on page 105. Provide information
regarding all of the holdings, not only the unvested RSUs, for both executive officers and
directors.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
August 21, 2023 Page 2
FirstName LastName
Paul W. Graves
Allkem Livent plc
August 21, 2023
Page 2
Summary, page 16
2.Please clarify the meaning and significance of scientific or technical terms the first time
they are used in order to ensure that lay readers will understand the disclosure. For
example, please briefly explain or describe, as appropriate, lithium carbonate,
butyllithium, lithium hydroxide, spodumene concentrate, tantalum, pegmatite, alluvial,
fluvial, evaporite core, pyroxene, and Run of Mine.
3.We note references throughout the prospectus to Allkem’s “high-quality” products and
assets and that the Olaroz lithium facility produces “high-quality” lithium carbonate
chemicals for the battery, technical and chemical markets. For such statements regarding
industry leadership, please substantiate your claims or remove such statements.
4.Please revise the summary on page 16 to provide additional information regarding the
material aspects of the business of Livent Corporation and Allkem Limited. Please
provide cross-references to the business disclosure for each. For example, clarify the
potential or targeted uses or industries that use for the forms of lithium listed.
The Transaction and the Transaction Agreement, page 17
5.Please amend your disclosure on page 18 to include a diagram of the post-merger
transaction ownership structure of NewCo that includes the ownership percentages of the
relevant parties.
Regulatory Approvals, page 23
6.We note your disclosure on pages 23 and 113 that the transaction is “subject to CFIUS
jurisdiction” and that the “closing conditions relating to applicable filings or clearances
under CFIUS laws in the U.S. will also need to be satisfied or waived in order for the
transaction to be consummated.” Please revise to clarify that CFIUS approval is a
condition to the consummation of the transaction and disclose, where applicable, the
potential effects on the merger transaction if you do not receive CFIUS approval.
Conditions That Must Be Satisfied or Waived for the Transaction to Occur, page 24
7.Please revise the first bullet point on page 24 to further explain or clarify the condition
that "the closing of the merger shall be capable of occurring, and would reasonably be
expected to occur, as promptly as practicable following the scheme implementation." It is
unclear from this disclosure what my trigger this condition.
Risks Related to Tax Matters, page 47
8.In the risk factor on pages 47-48, you address Section 7874 and state that this transaction
as a "potential third-country transaction." Clarify the degree of uncertainty regarding
whether this transaction is a third-country transaction and clarify the degree of risk with
respect to the 60% owenership test.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
August 21, 2023 Page 3
FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 3
9.Please revise the risk factor on pages 49-50 to separate it into the risks you address, which
appear to include both a general risk factor about potential future tax law changes, and a
more specific risk addressing global tax reform, including Government of Jersey's plans
with respect to implementation of a minimum corporate tax and to whether it could apply
to the company, given its intent to establish its tax residency in Ireland. Also disclose
how this might affect the company as a tax resident of Ireland.
Risks Related to the Change in Jurisdiction, page 50
10.Revise the risk factor beginning on page 50 to clarify the material differences in the rights
of shareholders under Jersey law as compared to Delaware law, particularly regarding
certainty and transparancy, which you address in the risk factor heading.
Livent Proposals, page 73
11.Please revise the disclosure in Proposals 2-5, beginning on page 73, to further specify with
respect to each what the shareholders are being asked to approve. For example, your
outline of the compensation of Livent officers and directors that shareholders are being
asked to approve provides a cross-reference to the discussion of the merger agreement,
which cross-references other disclosure in the document. The multiple references render
the disclosure unclear. Revise Proposal 2 to specify in that disclosure the compensation
resulting from this transaction for Livent's officers and directors that is subject to
approval. Refer to Item 5(a) of Schedule 14A. Similarly, for proposals 3-5, revise to
disclose the prior provision and how it will change. The cross-references to the relevant
new provision in the NewCo articles of association do not sufficiently specify what
shareholders are being asked to approve.
The Transaction
Background of the Transaction, page 77
12.We note your disclosure on page 77 that on February 24, 2022, the Livent Board reviewed
potential growth opportunities and strategic options, including “possible combinations
with other companies” and discussed a possible stock-for-stock merger of equals
transaction with Allkem. Please expand your disclosure of the “other companies” the
Livent Board considered and discuss any selection criteria the Livent Board used to assess
such possible combinations. Please also revise to describe how and by whom Allkem was
identified as a potential target for a merger of equals transaction.
13.Please revise to clarify the roles of the various advisors with respect to each company,
including each company's multiple financial advisors.
14.We refer to your disclosure on page 78 that Goldman Sachs had initially assisted Livent
with aspects of the potential transaction and had provided an overview of equity flowback
considerations, but ultimately engaged Gordon Dyal as its financial advisor. Please
expand your disclosure relating to the Goldman Sachs’ analysis and the scope of their
assistance. Clarify whether Goldman Sachs had any role in the identification or evaluation
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
August 21, 2023 Page 4
FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 4
of Allkem, and its involvement, if any, in the preparation of any disclosure that is included
in the registration statement, including any analysis underlying disclosure in the
registration statement.
15.Please revise this section to provide more detail regarding the topics discussed, the
relevant positions of each party and how these topics influenced the terms of the
transaction. By way of example only, we refer to the call between Mr. Graves and Mr.
Perez de Solay on April 21, 2022 regarding the potential terms, timing and structure of the
transaction and the continued discussions on June 28, 2022 of the status of the financial
models used to value the two companies and the ownership percentages.
16.You disclose that Livent and Allkem exchanged financial projections on May 15, 2022,
which were subsequently discussed on a videoconference call on June 16, 2022. We also
refer to your disclosure that updated financials were exchanged between Livent and
Allkem on March 13 and March 14, 2023. Please revise to address the following:
•specify who prepared the financial projections;
•discuss what consideration the Livent and Allkem management teams gave to the
financial projections on the June 16, 2022 call;
•describe the projected financials and any material changes between the financials
exchanged in May 2022 and March 2023;
•discuss the consideration the Livent and Allkem boards gave to obtaining the updated
projections, the timeframe for the selection of the projections and the reliability of the
projections and underlying assumptions related to the later years presented; and
•clarify the reasons for which the projections were prepared, such as whether the
projections were solely prepared in connection with the respective boards of
directors’ evaluation of the transaction or whether they were also used as part of
Gordon Dyal’s preparation of a fairness opinion.
17.We refer to the various calls and meetings held by the Livent and Allkem Boards and their
respective financial advisors and representatives to discuss the valuations of the two
companies and ownership percentages in the combined company starting on May 26, 2022
through May 1, 2023. Please revise your disclosure in this section to describe how each of
the Livent and Allkem boards arrived at the proposed valuations and ownership
percentages, including the methodology employed in reaching such valuations, the
analysis and underlying assumptions of such valuations. Revise to clarify how the
valuations, transaction structure, ownership percentages, transaction exchange ratio with
the premium and board composition evolved during the course of negotiations, including
the proposals and counter-proposals made during the course of the negotiations. By way
of example only, we refer to the calls among the financial advisors on May 26, 2022, the
discussion between Mr. Graves and Mr. Pérez de Solay on June 1, 2022, the Livent and
Allkem board meetings on June 16, 2022 and July 7, 2022, respectively, and the meetings
on July 8, 2022 between Mr. Brondeau and Mr. Rowley and April 10, 2023 between Mr.
Coleman and Mr. Brondeau, the Livent board meeting on April 25, 2023 and the
negotiations on May 1, 2023.
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
August 21, 2023 Page 5
FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 5
18.We note your disclosure on page 81 that the Allkem Board determined in July 2022 that
Livent’s proposed terms were not acceptable to the Allkem Board due to the lack of
alignment on the terms and terminated discussions with respect to the potential discussion.
Please disclose the deal terms by Livent in the proposal sent on July 10, 2022, including
the valuation and compensation and elaborate on how the Allkem Board determined that
there was a lack of alignment on such terms. Revise to discuss any changes between the
deal terms proposed in March 2023 when the two companies re-engaged negotiations.
Opinion of Livent's Financial Advisor, page 88
19.Please provide us with copies of the materials that your financial advisors prepared and
shared with your board in connection with this transaction, including any board books,
transcripts and summaries of oral presentations made to the board, that were material to
the board's decision to approve the merger agreement and the transactions contemplated
thereby.
Certain Unaudited Prospective Financial Information, page 94
20.We see that you have provided projections of estimated annual revenues for the years
ended December 31, 2023 through 2032. Please revise your disclosure to provide more
specific assumptions to enhance an investors understanding of the basis for your
projections. Please also specifically discuss your ability, and the related limitations with,
projections as far as 10 years out. We refer you to the Commissions guidance regarding
projections provided in Item 10(b)(3) of Regulation S-K.
21.We also see that you present Adjusted EBITDA and Unlevered Cash Flow. The
presentation of projections that include a non-GAAP financial measures should include a
clear definition or explanation of the measure, a description of the GAAP financial
measure to which it is most closely related, and an explanation why the non-
GAAP financial measure was used instead of a GAAP measure. Please revise.
22.Further, we see that you present two different projections for Allkem, Case A and Case B.
Please more fully describe the underlying differences so investors may better understand
the related scenarios and uncertainties.
23.Please revise this section to disclose all material projections, forecasts and synergies for
Allkem and Livent that were prepared for or considered by the Board or the financial
advisor in reaching their respective recommendations. For example, we note on page 94
that projections were prepared for Livent extending to 2062 and for Allkem extending to
2067; however, you have not disclosed projections extending past 2032. Finally, please
revise the headings on pages 94 and 97 and the introduction on page 100 to clarify that
you have disclosed all material projections, synergies, and underlying assumptions.
24.Please remove your statements on pages 95-97 cautioning investors not to rely on
prospective financial information, estimates and assumptions, that the information is
speculative, as it is inappropriate to disclaim responsibility for disclosure appearing in
FirstName LastNamePaul W. Graves
Comapany NameAllkem Livent plc
August 21, 2023 Page 6
FirstName LastNamePaul W. Graves
Allkem Livent plc
August 21, 2023
Page 6
your prospectus. In particular we note the disclaimers in bold text on these pages.
25.We note the Livent Board considered the unaudited projected financial information for
Livent and Allkem and also refer to your presentation of Case A and Case B projections
for Allkem’s forecasts. Please expand your disclosure to address how the Board
determined the reasonableness of the projections, whether and to what extent the Board
considered alternative scenarios or assessed the probability of achieving the projected
results. When addressing the reasonableness of the projections, please address what
consideration the Board gave to the reasonableness of the projections given the significant
length of the projections and the fact, as noted on page 97, that "such information by its
nature becomes less predictive with each successive year."
26.We refer to your Projected Synergies forecast on page 101. Please expand your disclosure
relating to the adjustments that Livent’s management made to reflect Livent’s Adjusted
Allkem Forecasts, and discuss the benefits referenced in “Operating Model Integration
Savings.”
27.On page 96, please revise to clarify the explanation that "[t]he Forecasts, pricing, and
discount rates presented are on a real basis (adjusted for inflation), based on
current observed market estimates," with the disclosure in the following paragraph that
"[t]he Forecasts . . . reflect inputs, assumptions, estimates and judgements as to future
events made or used by Livent's management that it believed were reasonable at the time
the Forecasts were prepared" and "[s]ome or all of the assumptions that have been made in
connection wit
2023-08-17 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum Corporation of China Limited
August 17,
2023
Via
EDGAR
Mr. Kyle
Wiley and Mr. Christopher Dunham
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100
F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum
Corporation of China Limited
Form 20-F
for Fiscal Year Ended December 31, 2022
Filed April 25,
2023
File No. 001-15264
Dear
Mr. Wiley and Mr. Dunham:
Aluminum
Corporation of China Limited (the “Company”) acknowledges receipt of your comment letter dated August 4, 2023 (the “Comment
Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission regarding the above referenced Annual Report on Form 20-F of the Company.
The
Comment Letter requires that the Company either respond to the comments in the Comment Letter within ten business days or inform the
Staff when the Company will provide a response. This correspondence is to confirm a verbal request for an extension of twenty (20) business
days that was granted by Mr. Kyle Wiley of the Staff in a phone conversation with our outside counsel on August 16, 2023. The
Company will formally respond to the Comment Letter on or before September 15, 2023.
*
* *
We
are grateful for the Staff’s assistance in this matter. In the meantime, if the Staff has any questions, please do not hesitate
to contact the Company’s outside counsel, Mr. Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP at +852-2826-8606
or via e-mail at linc@sullcrom.com.
Very
truly yours,
/s/
Ge Xiaolei
Ge
Xiaolei
Chief
Financial Officer and Secretary to the Board
cc:
Ching-Yang
Lin, Esq., Partner
Chun
Wei, Esq., Of Counsel
(Sullivan &
Cromwell (Hong Kong) LLP)
2023-08-15 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
United States securities and exchange commission logo
August 15, 2023
Matthew Brown
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-Q for the Fiscal Quarter Ended March 31, 2023
Filed May 4, 2023
File No. 001-38263
Dear Matthew Brown:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kate Basmagian, Esq.
2023-08-04 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) File: 001-15264
United States securities and exchange commission logo
August 4, 2023
Zhu Runzhou
Chief Executive Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street, Haidian District, Beijing
People’s Republic of China ( 100082 )
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-15264
Dear Zhu Runzhou:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 139
1.We note your disclosures on pages iii, iv, vi, and 139. Please confirm, if true, that you are
controlled by the State-owned Assets Supervision and Administration Commission of the
State Council of China by virtue of the SASAC’s total ownership of your controlling
shareholder. Please also briefly explain the State Council of China and the SASAC’s role
as governmental entities.
FirstName LastNameZhu Runzhou
Comapany NameAluminum Corporation of China Limited
August 4, 2023 Page 2
FirstName LastName
Zhu Runzhou
Aluminum Corporation of China Limited
August 4, 2023
Page 2
2.We note that your principal subsidiaries provided in Note 1 to your consolidated financial
statements indicates that you have a subsidiary in Hong Kong. Please note that Item
16I(b) requires that you provide disclosures for yourself and all of your consolidated
foreign operating entities, including variable interest entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3), (b)(4), and (b)(5), please provide the required information for
you and all of your consolidated foreign operating entities in your supplemental
response.
3.Please supplementally describe the materials that were reviewed and tell us whether you
relied upon any legal opinions or third party certifications such as affidavits as the basis
for your disclosure under paragraphs (b)(2) and (3).
4.We note your disclosure at page 139 that eight of your directors are “members of the
Chinese Communist Party.” Please further identify each “official” of the Chinese
Communist Party as required by Item 16I(b)(4) of the Form 20-F.
5.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to identify whether the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
6.With respect to your disclosure pursuant to Item 16I(b)(5), please confirm that your
Articles of Association contain one or more charters of the Chinese Communist Party, or
the text of any such charters, and tell us the text of such charters. We also note that you
have included language that such disclosure is “to our best knowledge.” Please
supplementally confirm without qualification, if true, that your articles and the articles of
your consolidated foreign operating entities do not contain wording from any charter of
the Chinese Communist Party other than those outlined in your response.
FirstName LastNameZhu Runzhou
Comapany NameAluminum Corporation of China Limited
August 4, 2023 Page 3
FirstName LastName
Zhu Runzhou
Aluminum Corporation of China Limited
August 4, 2023
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at (202) 551-3783
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Chin-Yang Lin
2023-08-02 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP 1 filename1.htm CORRESP Altair Engineering Inc. 1820 E Big Beaver Road Troy, Michigan 48083 August 2, 2023 Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Edwin Kim, Esq. and Mitchell Austin, Esq. Re: Altair Engineering Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2023 Filed May 4, 2023 File No. 001-38263 Dear Ladies and Gentlemen: This letter is submitted by Altair Engineering Inc. (the “Company” or “Altair”) in connection with the Staff’s response letter dated July 24, 2023 and the Staff’s prior comment letter dated June 12, 2023. The Staff’s response in its July 24, 2023 letter has been retyped below in italics, and is followed by the Company’s response: SEC Response dated July 24, 2023: Form 10-Q for the Fiscal Quarter Ended March 31, 2023 General 1. SEC: We note your response to prior comment 1, including your belief that the cybersecurity incident was not material. In future filings, please ensure your risk factor on cybersecurity incidents clearly states that the cybersecurity incidents that “may occur” on your systems could disrupt Altair materially in the future. Company Response: The Company respectfully acknowledges the Staff’s comment and in its future 10-K filings will ensure that the risk factor on cybersecurity incidents clearly states that cybersecurity incidents that “may occur” on the Company’s systems could disrupt Altair materially in the future. All disclosure changes in response to the staff’s comments and responses will be addressed in future fillings made pursuant to the Securities Act of 1933 and/or the Securities Exchange Act of 1934. We believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding the foregoing, please feel free to contact the undersigned at 248-614-2400, or our outside counsel, Kate Basmagian, Esq. (212-262-6700) or Peter Ehrenberg, Esq. (212-262-6700) of Lowenstein Sandler, LLP. Very truly yours, ALTAIR ENGINEERING INC. By: /s/ Matthew Brown Name: Matthew Brown Title: Chief Financial Officer cc: Raoul Maitra, Esq. Mr. Brian Gayle Kate Basmagian, Esq. Peter Ehrenberg, Esq.
2023-07-28 - UPLOAD - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
United States securities and exchange commission logo
July 28, 2023
Clayton Chun
Executive Vice President, Chief Financial Officer and Treasurer
Alexander & Baldwin, Inc.
822 Bishop Street
Post Office Box 3440
Honolulu, Hawaii 96801
Re:Alexander & Baldwin, Inc.
Form 10-K for the year ended December 31, 2022
File No. 001-35492
Dear Clayton Chun:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2023-07-24 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
United States securities and exchange commission logo
July 24, 2023
Matthew Brown
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-Q for the Fiscal Quarter Ended March 31, 2023
Response dated July 11, 2023
File No. 001-38263
Dear Matthew Brown:
We have reviewed your July 11, 2023 response to our comment letter and have the
following comment.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments. Our
reference to a prior comment is to a comment in our July 11, 2023 letter.
Response dated July 11, 2023
General
1.We note your response to prior comment 1, including your belief that the cybersecurity
incident was not material. In future filings, please ensure your risk factor on cybersecurity
incidents clearly states that the cybersecurity incidents that “may occur” on your systems
could disrupt Altair materially in the future.
FirstName LastNameMatthew Brown
Comapany NameAltair Engineering Inc.
July 24, 2023 Page 2
FirstName LastName
Matthew Brown
Altair Engineering Inc.
July 24, 2023
Page 2
Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Mitchell Austin, Staff
Attorney, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kate Basmagian, Esq.
2023-07-13 - UPLOAD - ATLANTICA INC (ALDA) (CIK 0001062506)
United States securities and exchange commission logo
July 13, 2023
Alan Gordon
President, Chief Executive Officer, and Director
Atlantica, Inc.
c/o Richland , Gordon & Company
11450 SE Dixie Highway
Hobe Sound , Florida 33455
Re:Atlantica, Inc.
Form 10-K for the year ended December 31, 2022
File No. 000-24379
Dear Alan Gordon:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2023-07-11 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP 1 filename1.htm CORRESP Altair Engineering Inc. 1820 E Big Beaver Road Troy, Michigan 48083 July 11, 2023 Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Edwin Kim, Esq. and Mitchell Austin, Esq. Re: Altair Engineering Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2023 Filed May 4, 2023 File No. 001-38263 This letter is submitted by Altair Engineering Inc. (“Altair”) in connection with the Staff’s comment letter dated June 12, 2023. We appreciate the Staff’s taking the time to discuss its comment with our Chief Legal Officer and outside counsel on June 19, 2023 and the Staff’s agreement to extend the date on which a response is due until July 12, 2023. The Staff’s comment has been retyped below in italics, and is followed by our response: SEC Comment: Form 10-Q for the Fiscal Quarter Ended March 31, 2023 General 1. We note that you reported a data breach to the Commonwealth of Massachusetts in 2022, as discussed here: https://www.mass.gov/doc/data-breach-report-2022/download. However, your periodic reports, including this Form 10-Q and your Form 10-K for the fiscal year ended December 31, 2022, only include risk factor disclosure stating that you may experience cyber-attacks and other security incidents. In light of the data breach, please update this risk factor language that characterizes this risk as potential or hypothetical to note that you have experienced a data breach and describe it as necessary. Additionally, please tell us whether you believe this data breach was material and explain how you reached this conclusion. Lastly, consider updating your discussion of how your board administers its risk oversight function in overseeing cybersecurity risks. For additional guidance, consider the Commission Statement and Guidance on Public Company Cybersecurity Disclosures (SEC Release No. 33-10459), available at: https://www.sec.gov/rules/interp/2018/33-10459.pdf. Altair’s Response: On November 8, 2021, Altair identified a malicious cybersecurity incident performed by an unknown third-party. Promptly upon detection of the security incident, Altair implemented its incident response plan to assess, contain and mitigate the incident and to commence a forensic investigation. Within four hours of the incident, Altair’s cybersecurity defense system and IT security team determined that certain servers and workstations in Altair’s environment had been infected with malware, and affected servers were shut down to contain the threat. In addition, the IT security team switched off VPN access, disconnected cloud communications, and shut down machines that hosted backups and mass storage servers. Within 24 hours, Altair engaged a cybersecurity forensic firm, legal counsel and other incident response professionals. Shortly after the forensic firm was engaged, the forensic firm assisted Altair in (i) determining the scope of the threat, including the type of attack, environments affected, possible user accounts compromised, and known infected machines, and (ii) gradually restoring functionality to impacted machines and environments. Promptly after management made a preliminary assessment, this matter was reported to Altair’s Board of Directors. The Board of Directors, in turn, discussed this matter at a regularly scheduled meeting approximately eight days after the incident was identified. In the following months, Altair worked to further strengthen its IT security environment to provide additional protections against future cybersecurity incidents. In addition, at the conclusion of a fulsome review of all data impacted by the incident, Altair disclosed the event to applicable law enforcement and government agencies, including to the Commonwealth of Massachusetts as noted by the Staff in its Comment Letter. Materiality Determination Altair believes the cybersecurity incident was not material. Altair considered the materiality of the cybersecurity incident at the time of the incident, in its review with its Board of Directors eight days after the incident was discovered and during the period leading up to the filing of its Annual Report on Form 10-K for the year ended December 31, 2021. Factors considered included the factors noted by the Commission in its Statement and Guidance on Public Company Cybersecurity Disclosures, as referenced by the Staff in its Comment Letter. Altair concluded at those times, as it respectfully concludes at this time, that the cybersecurity incident did not have a material impact on Altair, either from an operational perspective, a financial statement perspective or a preparedness perspective. -2- More specifically, with respect to operations: • Net expenses to remediate the incident were negligible, amounting to less than $200,000. • Business with our customers continued uninterrupted, including engaging in new and ongoing sales opportunities, performance of our products and services, customer support, invoicing, and collections. Altair did not lose revenues or fail to retain or attract customers as a result of the cybersecurity incident. • Altair did not incur net expenses to provide incentives to customers or business partners in order to maintain our relationships with those entities. • Altair did not suffer reputational damage at the time of the incident or, with the benefit of hindsight, at any time during the more than 18 months subsequent to the incident, relating in any way to the incident. • Altair did not suffer any damage to its competitiveness, stock price or long-term shareholder value relating in any way to the incident. • No litigation resulted from the cybersecurity incident. • Altair did not experience a material increase to its cybersecurity insurance premiums as a result of the cybersecurity incident. • While steps were taken subsequent to the incident to upgrade Altair’s networks and enhance cybersecurity protection in order to mitigate the risk of future cybersecurity incidents, those steps were consistent with Altair’s ongoing focus on cybersecurity and were well within Altair’s normal operating budgets. • As noted above and by the Staff in its Comment Letter, Altair notified applicable regulatory authorities. No follow-up actions were taken by any such authorities. With respect to our financial statement analysis: • The cybersecurity incident occurred during Altair’s fourth fiscal quarter on November 8, 2021, which was four days after Altair had issued its revenue and profitability projections for the fourth quarter on November 4, 2021. Revenue and profitability were not impacted by the cybersecurity incident, and Altair exceeded its revenue and profitability projections for the fourth quarter, as disclosed in the earnings release issued on February 24, 2022. • As noted above, net remediation expenses were negligible, including for legal and other professional services related to the incident, and enhanced cybersecurity protection expenses were within anticipated operating budgets. -3- • Altair did not experience any claims related to warranties, breach of contract, product recall/replacement or indemnification of counterparties. • As noted above, Altair did not experience a material increase to its cybersecurity insurance premiums. • In connection with the incident, Altair did not experience diminished future cash flows, impairment of intellectual, intangible or other assets, recognition of material liabilities, or increased financing costs. From a preparedness standpoint, Altair has considered both its disclosure controls and its internal controls. With respect to disclosure controls, we believe that the controls operated as they should have operated: Altair’s senior management was contacted on the date of the incident, enabling Altair to commence implementing its incident response plan that day. As noted above, Altair’s Board of Directors was promptly notified and discussed the incident at its regularly scheduled meeting approximately eight days after the incident was identified. In addition, inside and outside counsel were involved throughout this process to ensure Altair’s compliance with applicable laws and regulations. With respect to internal controls, Altair concluded that its ability to respond promptly in real time, its ability to remediate and mitigate risks in a reasonable time frame, and the strength of Altair’s overall cybersecurity controls provided strong assurance that our internal controls were and are effective. Disclosure With respect to the cybersecurity disclosures in Altair’s most recent Annual Report on Form 10-K, please note that in addition to the risk factor disclosure identified by the Staff, Altair also included the following disclosure in Item 1 of its 10-K: “Information technology and cybersecurity Our business and support functions utilize information systems that provide critical services to our employees and customers. Led by our Chief Information Security Officer, our team of professionals manage and support our communication platforms, transaction-management systems, and analytics and reporting capabilities. We use both third-party cloud services and off-site, secure data centers in North America and Europe for our core applications. Information security and privacy are important concerns, with an escalating cyber-threat environment and evolving regulatory requirements driving continued investment in this area. We continue to evaluate and assess our systems in the changing regulatory environment. -4- We have in place, and seek to continuously improve, a comprehensive system of security controls, managed by a dedicated staff. Periodically, we engage the services of third parties to perform security penetration testing and may update our security controls in response. We also provide our staff with regular security risk awareness, education, and training. Despite these efforts computer viruses, hackers, employee misuse or misconduct, and other internal or external hazards including natural disasters could expose our data systems to security breaches, cyber-attacks, or other disruptions. We have incident response and business continuity plans for our operations. Our recovery plans include arrangements with our off-site secure data centers and cloud infrastructure. We believe we will be able to utilize these plans to efficiently recover key system functionality in the event that our primary systems are unavailable.” Altair understands that the Staff has questioned whether Altair’s existing risk factor language, referencing incidents that “may occur”, could lead investors to conclude that Altair has never experienced any cybersecurity incidents, including incidents that are not material enough to warrant disclosure. That certainly was not Altair’s intention. Our belief is that our investors, as well as potential investors, read Altair’s cybersecurity risk factor to learn what may disrupt Altair materially in the future. Respectfully, we do not believe that the historical occurrence of a non-material cybersecurity incident occurring 18 months ago has any bearing on whether Altair will experience any material cybersecurity incidents in the future. If Altair were required to disclose that it experienced a cybersecurity incident that was not material, it would be making a disclosure that is not contemplated by the guidance provided by the Staff or by the SEC’s pending rule proposal regarding cybersecurity disclosures. That guidance and the proposed rule mandate disclosure only when cybersecurity incidents are material. A requirement for Altair to disclose a non-material event would place Altair in a different position than other issuers, which are not required to disclose non-material cybersecurity incidents that they have experienced. This different treatment could adversely impact Altair and its investors. As is the case with all other public companies, Altair regularly makes materiality determinations. We take that responsibility very seriously, but with the understanding that if a matter does not meet the materiality threshold, it need not be disclosed. We believe that prudent investors understand and appreciate that issuers focus their disclosures on material matters. We also believe that prudent investors understand that the absence of a disclosure regarding a particular matter (e.g., litigation) does not mean that insignificant matters (e.g., a minor litigation matter) have not occurred. Finally, we are also concerned that if Altair discloses this matter as an event that was not material, its investors may expect Altair to disclose other matters that do not meet the materiality threshold. That is not an expectation that we or any other issuer would want to create. In light of the facts described herein regarding the lack of materiality of the cybersecurity incident and our comments regarding our disclosure obligations, we respectfully request that the Staff reconsider its request regarding the modification of our cybersecurity risk factor. -5- Board Oversight In its Comment Letter, the Staff has also asked Altair to consider updating our discussion of how our Board administers its risk oversight function in overseeing cybersecurity risk. In preparing our next Annual Report on Form 10-K, we will consider this disclosure as part of our consideration of the SEC’s proposed rule on cybersecurity incidents. *** We believe that this letter fully responds to your Comment. However, if you have any questions or comments regarding the foregoing, please feel free to contact the undersigned at 248-614-2400, or our outside counsel, Kate Basmagian (212-262-6700) or Peter Ehrenberg (212-262-6700) of Lowenstein Sandler, LLP. Very truly yours ALTAIR ENGINEERING INC. By: /s/ Matthew Brown Name: Matthew Brown Title: Chief Financial Officer cc: Raoul Maitra, Esq. Mr. Brian Gayle Kate Basmagian, Esq. Peter Ehrenberg, Esq. -6-
2023-07-10 - UPLOAD - ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
United States securities and exchange commission logo
July 10, 2023
Richard Eiswirth, Jr.
President and Chief Executive Officer
ALIMERA SCIENCES INC
6310 Town Square, Suite 400
Alpharetta, GA 30005
Re:ALIMERA SCIENCES INC
Registration Statement on Form S-3
Filed June 30, 2023
File No. 333-273090
Dear Richard Eiswirth, Jr. :
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Cindy Polynice at 202-551-9707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Keith Scherer, Esq.
2023-07-10 - CORRESP - ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
CORRESP 1 filename1.htm 20230710 accel Alimera Sciences, Inc. 6310 Town Square, Suite 400 Alpharetta, GA 30005 July 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Cindy Polynice Re: Alimera Sciences, Inc. Registration Statement on Form S-3 (File No. 333-273090) Ladies and Gentlemen: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Alimera Sciences, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to make the above-referenced Registration Statement on Form S-3 effective at 4:00 p.m. Eastern Time on Wednesday, July 12, 2023 or as soon thereafter as practicable. The Company hereby authorizes Keith J. Scherer of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, the Company requests that it be notified by a telephone call to Mr. Scherer at 617 648 9231. Thank you for your attention on this matter. Very truly yours, Alimera Sciences, Inc. By: /s/ Christopher S. Visick Christopher S. Visick General Counsel and Secretary cc: Keith J. Scherer, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
2023-07-07 - CORRESP - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
CORRESP 1 filename1.htm Document July 7, 2023 VIA EDGAR Mr. Eric McPhee Ms. Jennifer Monick U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Alexander & Baldwin, Inc. Form 10-K for the year ended December 31, 2022 Filed on March 1, 2023 File No. 001-35492 Dear Mr. McPhee and Ms. Monick: Reference is made to a letter dated June 22, 2023 (the “Comment Letter”) to Mr. Clayton Chun, Chief Financial Officer of Alexander & Baldwin, Inc. (the “Company” or “A&B”), setting forth a comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), filed by the Company. This letter sets forth the Company’s response to the Staff’s comment. For your convenience, the Staff’s comment has been restated below in its entirety, with the response to the comment set forth immediately below the comment. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the Comment Letter. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Annual Report. Form 10-K for the year ended December 31, 2022 Critical Accounting Estimates, page 43 1. We note your accounting policy disclosure that you reclassify disposal groups as held for sale when the held for sale criteria are met and that you report disposal groups as discontinued operations when the discontinued operations criteria are met. Please tell us what consideration you gave to including a discussion of these criteria and how the Grace Disposal Group met them within your critical accounting estimates. In addition, please tell us how you determined the Grace Disposal Group met the held for sale and discontinued operations criteria. Company Response In evaluating whether the Grace Disposal Group should be reclassified as held for sale, the Company considered the criteria in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 360-10-45-9 and determined that it met all the criteria to be presented as held for sale as of December 31, 2022. Having determined that the Grace Disposal Group should be presented as held for sale, the Company further evaluated the criteria in U.S. Securities and Exchange Commission July 7, 2023 Page 2 ASC 205-20-45-1B for discontinued operations presentation and determined that the criteria were met as of December 31, 2022. The specific criteria for held-for-sale presentation, as well as the Company’s consideration of each criterion, are listed in the following table. Criteria in ASC 360-10-45-9 Grace Disposal Group 1. Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group). The Board of Directors has the sole authority to authorize the disposition of any significant assets or business units. In December 2022, the Company’s Board of Directors authorized management to complete the sale of the Grace Disposal Group and management committed to a plan to sell the Grace Disposal Group. 2. The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups). The Grace Disposal Group was available for immediate sale in its present condition when the Board of Directors authorized its disposition. 3. An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated. In July 2022, the Company’s Board of Directors authorized management to commence a formal marketing process to evaluate potential options for selling the materials & construction businesses and assets. In the third quarter of 2022, management initiated an active program to locate a buyer and analyze other actions required to formalize a plan to sell the disposal group. This program included launching a formal marketing process to identify prospective buyers, assess what buyers may be willing to pay, and evaluate disposal transaction structures. The Board’s authorization in July 2022 was not an authorization to complete a sale. That authorization, as noted above, was obtained in December 2022. 4. The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year, except as permitted by paragraph 360-10-45-11. The term probable refers to a future sale that is likely to occur. The Company determined that, based on its marketing efforts, it was probable that the transaction would be completed within one year from December 2022, when the Company received the authorization from the Board of Directors to sell the Grace Disposal Group. 5. The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. The price at which a long-lived asset (disposal group) is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset (disposal group). A market price that is reasonable in relation to fair value indicates that the asset (disposal group) is available for immediate sale, whereas a market price in excess of fair value indicates that the asset (disposal group) is not available for immediate sale. Through the continued marketing process of the Grace Disposal Group, the Company received letters of intent from prospective buyers in December 2022 at valuations that management determined were reasonable indicators of fair value. 6. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. As of December 31, 2022, it was unlikely that significant changes to the plan would be made or that the plan would be withdrawn by the Board of Directors and management based on the Company’s commitment to complete the disposition of the Grace Disposal Group, the marketing efforts, and letters of intent received from prospective buyers with reasonable valuations and transaction structures. Additionally, the Grace Disposal Group met the criteria in ASC 205-20-45-1B to be classified as discontinued operations as of December 31, 2022. The results of operations of a component of an entity that either has been disposed of or is classified as held for sale under the requirements of ASC paragraph 205-20-45-1E shall be reported in discontinued operations if it represents a strategic shift that has (or will have) a major effect on a company’s operations and financial results. The Grace Disposal Group constitutes a component of the Company with operations U.S. Securities and Exchange Commission July 7, 2023 Page 3 and cash flows that are clearly distinguishable, operationally and for financial reporting purposes, from the rest of the Company. The Company considered the guidance in ASC 205-20-45-1C in evaluating whether the Company’s decision to dispose of the Grace Disposal Group represents a strategic shift that will have a major effect on the Company’s operations and financial results. The planned sale of the Grace Disposal Group, which was authorized by the Board of Directors in December 2022, comprises primarily all of the previously reported Materials & Construction reportable segment. The sale of the Grace Disposal Group is consistent with the Company’s simplification strategy to dispose of and monetize its non-core assets and businesses and consequently focus its capital and resources to grow its commercial real estate business. As part of the Company’s simplification strategy, the planned sale of the Grace Disposal Group, which includes its materials and construction business and quarry lands on Maui, represents a strategic shift that will have a significant effect on the Company’s operations and financial results. Revenues and Net income (loss) attributable to A&B shareholders of the Grace Disposal Group both exceeded 30% of the Company’s consolidated Revenues and Net income (loss) attributable to A&B shareholders for the year ended December 31, 2022. The Grace Disposal Group is quantitatively and qualitatively significant to the Company’s consolidated operations. The Company did not discuss the held-for-sale or discontinued operations criteria, or its evaluation and conclusions with respect to each specific element thereof, within its Critical Accounting Estimates discussion, as management noted that disclosure of its held-for-sale and discontinued operations accounting policies, as well as the Company’s determination that the Grace Disposal Group met the held-for-sale and discontinued operations criteria as of December 31, 2022, was included elsewhere throughout the Company’s Annual Report. The Company disclosed its held-for-sale and discontinued operations accounting policies and its determination that the Grace Disposal Group met the held-for-sale and discontinued operations criteria on pages 59 and 62 (in the Significant Accounting Policies disclosure), as well as on page 90 (in the Held for Sale and Discontinued Operations disclosure), of Item 8. Financial Statements and Supplementary Data. Additionally, the Company included disclosure of its evaluation of strategic alternatives, the Board of Directors’ authorization of management to complete a sale of the Grace Disposal Group, and estimates related to the fair value of the Grace Disposal Group on page 28 (in the Business Overview - Simplification strategy) and on page 43 (in the Critical Accounting Estimates subsection of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)). In all applicable future filings, starting with the Form 10-Q for the quarter ended June 30, 2023, the Company will include expanded disclosure regarding assets held for sale and discontinued operations within the Critical Accounting Estimates. For reference, the text below is an illustrative example of the expanded disclosure we will include in the Critical Accounting Estimates section of the MD&A related to assets held for sale and discontinued operations: Assets and Liabilities Held for Sale The Company presents the assets and liabilities of a disposal group as held for sale upon meeting all of the following criteria: •Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group). •The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups). •An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated. •The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year. •The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. •Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The determination as to whether the sale of the disposal group is probable may include significant judgments from management related to the estimated timing of the closing of a future sales transaction. For information regarding significant judgments related to fair value estimates of the disposal group held for sale, refer to the Impairment subheading within the Critical Accounting Estimates. U.S. Securities and Exchange Commission July 7, 2023 Page 4 As of December 31, 2022, the Company concluded that the Grace Disposal Group met all of the criteria listed above for classification as held for sale. Discontinued Operations Discontinued operations comprise activities that were disposed of, discontinued, or held for sale at the end of the period; represent a component of an entity or a group of components that can be clearly distinguished for operational and financial reporting purposes; and represent a strategic business shift that has (or will have) a major effect on the Company’s operations and financial results. Based on the significance of the Grace Disposal Group’s historical revenue and net income (loss) to the Company and because the Grace Disposal Group comprises primarily all of the Company’s previously reported Materials & Construction reportable segment, the Company determined that the planned sale represents a strategic shift that will have a material effect on the Company’s operations and financial results. If you would like to discuss any of the matters contained in this letter, please feel free to contact me at (808) 525-6606. Sincerely, /s/ Clayton K.Y. Chun Clayton K.Y. Chun Executive Vice President, Chief Financial Officer and Treasurer
2023-06-29 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
filename1.htm
ALTO INGREDIENTS, INC.
1300 South Second Street
Pekin, Illinois 61554
June 29, 2023
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attention: Ben Richie, Staff Attorney
Re: Alto Ingredients, Inc.
Registration Statement on Form
S-3 (File No. 333-272884)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “1933 Act”), Alto Ingredients, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-272884) (the “Registration Statement”),
so that it may be declared effective at 4:30 p.m. Eastern time on July 5, 2023, or as soon as practicable thereafter.
The Company hereby confirms that it is aware of
its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of
the securities specified in the Registration Statement.
It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton Sanders
LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti of Troutman Pepper
Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.
Very truly yours,
ALTO INGREDIENTS, INC.
By:
/s/ AUSTE M. GRAHAM
Auste M. Graham
Vice President, General Counsel & Secretary
2023-06-29 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
United States securities and exchange commission logo
June 29, 2023
Michael D. Kandris
Chief Executive Officer
Alto Ingredients, Inc.
1300 South Second Street
Pekin, Illinois 61554
Re:Alto Ingredients, Inc.
Registration Statement on Form S-3
Filed June 23, 2023
File No. 333-272884
Dear Michael D. Kandris:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Larry A. Cerutti
2023-06-28 - UPLOAD - ATLANTICA INC (ALDA) (CIK 0001062506)
United States securities and exchange commission logo
June 28, 2023
Alan Gordon
President, Chief Executive Officer, and Director
Atlantica, Inc.
c/o Richland , Gordon & Company
11450 SE Dixie Highway
Hobe Sound , Florida 33455
Re:Atlantica, Inc.
Form 10-K for the year ended December 31, 2022
File No. 000-24379
Dear Alan Gordon:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Independent Auditor's Report, page 16
1.We note that the report from Haynie & Company references auditing
standards generally accepted in the United States of America and does not conform to the
format required by AS 3101. Please amend your filing to include financial statements that
are audited in accordance with the standards of the Public Company Accounting
Oversight Board and a report from your independent auditors that fully complies with the
guidance in AS 3101.06 through .10 and Article 2 of Regulation S-X.
FirstName LastNameAlan Gordon
Comapany NameAtlantica, Inc.
June 28, 2023 Page 2
FirstName LastName
Alan Gordon
Atlantica, Inc.
June 28, 2023
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at 202-551-
3438 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2023-06-22 - UPLOAD - Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
United States securities and exchange commission logo
June 22, 2023
Clayton Chun
Executive Vice President, Chief Financial Officer and Treasurer
Alexander & Baldwin, Inc.
822 Bishop Street
Post Office Box 3440
Honolulu, Hawaii 96801
Re:Alexander & Baldwin, Inc.
Form 10-K for the year ended December 31, 2022
File No. 001-35492
Dear Clayton Chun:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Critical Accounting Estimates, page 43
1.We note your accounting policy disclosure that you reclassify disposal groups as held for
sale when the held for sale criteria are met and that you report disposal groups as
discontinued operations when the discontinued operations criteria are met. Please tell us
what consideration you gave to including a discussion of these criteria and how the Grace
Disposal Group met them within your critical accounting estimates. In addition, please
tell us how you determined the Grace Disposal Group met the held for sale and
discontinued operations criteria.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 with
FirstName LastNameClayton Chun
Comapany NameAlexander & Baldwin, Inc.
June 22, 2023 Page 2
FirstName LastName
Clayton Chun
Alexander & Baldwin, Inc.
June 22, 2023
Page 2
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2023-06-12 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
United States securities and exchange commission logo
June 12, 2023
Matthew Brown
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-Q for the Fiscal Quarter Ended March 31, 2023
Filed May 4, 2023
File No. 001-38263
Dear Matthew Brown:
We have reviewed your filing and have the following comment. We ask you to provide
us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended March 31, 2023
General
1.We note that you reported a data breach to the Commonwealth of Massachusetts in 2022,
as discussed here: https://www.mass.gov/doc/data-breach-report-2022/download.
However, your periodic reports, including this Form 10-Q and your Form 10-K for the
fiscal year ended December 31, 2022, only include risk factor disclosure stating that you
may experience cyber-attacks and other security incidents. In light of the data breach,
please update this risk factor language that characterizes this risk as potential
or hypothetical to note that you have experienced a data breach and describe it as
necessary. Additionally, please tell us whether you believe this data breach was material
and explain how you reached this conclusion. Lastly, consider updating your discussion
of how your board administers its risk oversight function in overseeing cybersecurity
risks. For additional guidance, consider the Commission Statement and Guidance on
Public Company Cybersecurity Disclosures (SEC Release No. 33-10459), available
at: https://www.sec.gov/rules/interp/2018/33-10459.pdf.
FirstName LastNameMatthew Brown
Comapany NameAltair Engineering Inc.
June 12, 2023 Page 2
FirstName LastName
Matthew Brown
Altair Engineering Inc.
June 12, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Mitchell Austin, Staff
Attorney, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kate Basmagian, Esq.
2023-05-25 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter AlTi Global, Inc. 520 Madison Avenue, 21st Floor New York, New York 10022 (212) 396-5904 May 25, 2023 Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attention: Ms. Susan Block Re: AlTi Global, Inc. Registration Statement on Form S-1 File No. 333-269448 Dear Ms. Block: AlTi Global, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on May 30, 2023, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time. Once the Registration Statement has been declared effective, please contact our counsel, Thomas Martin of Greenberg Traurig, LLP, at (305) 579-0739 to orally confirm that event or if you have any questions or require additional information regarding this matter. [Signature Page Follows] Very truly yours, ALTI GLOBAL, INC. By: /s/ Christine Zhao Name: Christine Zhao Title: Chief Financial Officer cc: Alan I. Annex, Esq. Thomas R. Martin, Esq. Greenberg Traurig, LLP [Signature Page to Acceleration Request Letter]
2023-05-19 - UPLOAD - Alkermes plc. (ALKS) (CIK 0001520262)
United States securities and exchange commission logo
May 19, 2023
Russell Leaf
Partner
Willkie Farr & Gallgher LLP
787 Seventh Avenue
NY, NY 10019-6099
Re:Alkermes plc.
PREC14A filed May 15, 2023
Filed by Sarissa Capital Management L.P. et al.
File No. 1-35299
Dear Russell Leaf:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in your proxy statement.
PREC14A filed May 15, 2023
Proposal 1 - Election of Directors, page 7
1.Revise to state how you will treat votes received for the Company's nominees on your
proxy card if you abandon this solicitation or do not solicit the holders of at least 67% of
the voting power of shares entitled to vote on the election. See Item 21(c) of Schedule
14A.
2.Refer to the following statement on page 7 of the proxy statement: "We believe the best
opportunity for the Sarissa Nominees to be elected will arise if Shareholders vote "FOR"
each of the Sarissa Nominees and the Unopposed Company Nominees on the BLUE
universal proxy card." Please revise to explain why, given that Shareholders may vote for
any nominee on either party's proxy card.
FirstName LastNameRussell Leaf
Comapany NameWillkie Farr & Gallgher LLP
May 19, 2023 Page 2
FirstName LastNameRussell Leaf
Willkie Farr & Gallgher LLP
May 19, 2023
Page 2
Vote Required for Approval, page 12
3.Rule 14a-4(b)(i) requires you to include a "WITHHOLD" option where the voting
standard for election of directors is a plurality and where an "AGAINST" vote has no
legal effect. Here, you have included an "AGAINST" voting option despite the fact that
your disclosure indicates it will have no legal effect. We note that Irish law requires such
an option but U.S. rules prohibit it. See Rule 14a-4(b). Please revise or advise.
4.See our last comment above. Rule 14a-4(b)(i) requires you to include a "WITHHOLD"
option in an election contest with a plurality voting option. You have included an
"ABSTAIN" option on the proxy card instead. Please revise or advise.
General
5.State in the proxy statement that the Sarissa Participants intend to solicit the holders of at
least 67% of the voting power of the shares entitled to vote on the director election. See
Rule 14a-19(a)(3).
6.For each of the Proposals other than Proposal 1 for the election of directors, revise to
explain the reasons for the Sarissa Participants' voting recommendation.
7.We note the following statement in multiple sections of the proxy statement addressing
various Proposals to be voted on: "IF YOU RETURN A PROPERLY EXECUTED
BLUE UNIVERSAL PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE SHARES
REPRESENTED BY YOUR BLUE UNIVERSAL PROXY CARD [FOR/AGAINST
EACH PROPOSAL]." Revise to clarify whether you are describing an entirely unmarked
but signed proxy card, or one that is signed and marked as to other matters but not marked
as to the particular Proposal addressed.
8.We note that your proxy card provides for the ability to vote by telephone and numerous
places in the proxy statement discuss telephonic voting. It is our understanding that certain
voting platforms do not permit telephonic voting for contests involving a universal proxy
card. Please revise or advise.
FirstName LastNameRussell Leaf
Comapany NameWillkie Farr & Gallgher LLP
May 19, 2023 Page 3
FirstName LastName
Russell Leaf
Willkie Farr & Gallgher LLP
May 19, 2023
Page 3
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
2023-05-19 - CORRESP - Alkermes plc. (ALKS) (CIK 0001520262)
CORRESP
1
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SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
May 19, 2023
Via EDGAR, Email and FedEx
Christina Chalk
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re:
PREC14A preliminary proxy statement filing made on Schedule 14A
Filed on May 8, 2023 by Alkermes plc
File No. 1-35299
Ladies and Gentlemen:
On behalf of our client, Alkermes plc (the “Company,” “we” or “our”), set forth below are responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated May 16, 2023, with respect to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on May 8, 2023, File
No. 1-35299 (the “Preliminary Proxy Statement”).
Concurrently with the submission of this letter, we have publicly filed a revised Preliminary Proxy Statement on Schedule 14A.
For your convenience, each response is prefaced by the text of the Staff’s comment in bold, italicized text. All references to page numbers and captions in our responses correspond to the Preliminary Proxy Statement
unless otherwise specified. Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Preliminary Proxy Statement.
General Information about the Meeting and Voting
1.
At the bottom of page 17, you disclose that if a proxy card is returned that specifies a vote on some but not all matters presented on the card, the proxy will be voted on the matters left
blank in the manner recommended by the board and specified in the registrant's proxy statement. However, the form of proxy addresses only how you will vote a signed but completely unmarked card. Please revise or advise.
Response: The Company has revised accordingly.
United States Securities and Exchange Commission
Division of Corporation Finance
May 19, 2023
Page 2
Proposal 1 – Election of Directors
2.
Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option where the voting standard for election of directors is a plurality and where an “AGAINST” vote has no legal effect. Here,
you have included an “AGAINST” voting option despite the fact that your disclosure indicates it will have no legal effect. We note that Irish law requires such an option but U.S. rules prohibit it. See Rule 14a-4(b). Please revise or
advise.
Response: The Company has revised its proxy materials to reflect only the following voting options for the election of directors: “FOR” and “WITHHOLD”.
3.
See our last comment above. Rule 14a-4(b)(i) requires you to include a “WITHHOLD” option in an election contest with a plurality voting option. You have included an “ABSTAIN” option
instead. Please revise or advise.
Response: Please see response to Comment #2, above.
4.
Here or where appropriate in the proxy statement, include a statement directing shareholders to Sarissa’s proxy statement for the information required by Item 7 of Schedule 14A with
respect to its nominees. This statement should note that shareholders can access Sarissa’s proxy statement, and any other relevant documents, without cost on the Commission’s website.
Response: The Company has revised accordingly.
5.
Disclose what you will do with votes for Sarissa’s nominees received on your proxy card if Sarissa discontinues its solicitation or fails to solicit the holders of at least
67% of the voting power of these common shares. See Item 21I of Regulation 14A.
Response: The Company has addressed this scenario in response to the question “What happens if Sarissa withdraws or abandons its solicitation or fails to comply with the universal proxy
rules and I already granted proxy authority in favor of Sarissa?” in the “General Information about the Meeting and Voting” section on page 16 of the Preliminary Proxy Statement.
Form of Proxy
6.
We note that your proxy card provides for the ability to vote by telephone. It is our understanding that certain voting platforms do not permit telephonic voting for
contests involving a universal proxy card. Please revise or advise. Should you delete the references to voting by telephone on the proxy card, please make corresponding changes to the disclosure in the proxy statement itself, such as on
page 4 and elsewhere.
Response: The proxy card included in the Preliminary Proxy Statement provides shareholders who hold shares in record name the ability to vote such shares by telephone through a voting
platform that permits telephonic voting for contests involving a universal proxy card. As in any other contested situation, a company has no control over how a broker facilitates voting for beneficial owners who hold shares indirectly through such
broker. The Company has revised its Preliminary Proxy Statement on pages 1 (“A Letter from our Board of Directors”), 3 (“Proxy Summary”) and 19 and 23 (“General Information about the Meeting and Voting”) to provide further clarification.
* * * * *
Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information by the Staff to Derek Zaba at (650) 565-7131 or Kai Haakon E. Liekefett at
(212) 839-8744.
Very truly yours,
SIDLEY AUSTIN LLP
By:
/s/ Derek Zaba
Name:
Derek Zaba
cc:
David Gaffin
Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary
Alkermes plc
2023-05-16 - UPLOAD - Alkermes plc. (ALKS) (CIK 0001520262)
United States securities and exchange commission logo
May 16, 2023
Derek Zaba, Esq.
Partner
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Re:Alkermes plc.
PREC14A filed May 8, 2023
File No. 1-35299
Dear Derek Zaba:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the proxy statement listed above.
PREC14A filed May 8, 2023
General Information about the Meeting and Voting
1.At the bottom of page 17, you disclose that if a proxy card is returned that specifies a vote
on some but not all matters presented on the card, the proxy will be voted on the matters
left blank in the manner recommended by the board and specified in the registrant's proxy
statement. However, the form of proxy addresses only how you will vote a signed but
completely unmarked card. Please revise or advise.
Proposal 1 - Election of Directors
2.Rule 14a-4(b)(i) requires you to include a "WITHHOLD" option where the voting
standard for election of directors is a plurality and where an "AGAINST" vote has no
legal effect. Here, you have included an "AGAINST" voting option despite the fact that
your disclosure indicates it will have no legal effect. We note that Irish law requires such
an option but U.S. rules prohibit it. See Rule 14a-4(b). Please revise or advise.
FirstName LastNameDerek Zaba, Esq.
Comapany NameSidley Austin LLP
May 16, 2023 Page 2
FirstName LastName
Derek Zaba, Esq.
Sidley Austin LLP
May 16, 2023
Page 2
3.See our last comment above. Rule 14a-4(b)(i) requires you to include a "WITHHOLD"
option in an election contest with a plurality voting option. You have included an
"ABSTAIN" option instead. Please revise or advise.
4.Here or where appropriate in the proxy statement, include a statement directing
shareholders to Sarissa's proxy statement for the information required by Item 7
of Schedule 14A with respect to its nominees. This statement should note that
shareholders can access Sarissa's proxy statement, and any other relevant documents,
without cost on the Commission's website.
5.Disclose what you will do with votes for Sarissa's nominees received on your proxy
card if Sarissa discontinues its solicitation or fails to solicit the holders of at least 67% of
the voting power of these common shares. See Item 21(c) of Regulation 14A.
Form of Proxy
6.We note that your proxy card provides for the ability to vote by telephone. It is our
understanding that certain voting platforms do not permit telephonic voting for contests
involving a universal proxy card. Please revise or advise. Should you delete the
references to voting by telephone on the proxy card, please make corresponding changes
to the disclosure in the proxy statement itself, such as on page 4 and elsewhere.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
2023-05-15 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter May 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tonya K. Aldave and Susan Block Re: Alvarium Tiedemann Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 26, 2023 File No. 333-269448 Dear Ladies and Gentlemen: This letter is submitted on behalf of Alvarium Tiedemann Holdings, Inc. (the “Company”), in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1, publicly filed on April 26, 2023 (the “Registration Statement”), as set forth in the Staff’s letter, dated May 11, 2023, addressed to Michael Tiedemann, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which includes changes to reflect responses to the Staff’s comments and other updates. For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2. Amendment No. 1 to Registration Statement on Form S-1 General 1. We note your response to our prior comment 2 and reissue in part. We note your disclosure that the selling shareholders purchased the Class A Common Stock covered by this prospectus for prices “ranging from no consideration to $9.80.” Please disclose specific prices paid by each group of the selling shareholders listed in the registration statement, such as the Sponsor, private placement investors, PIPE investors, and other selling securityholders. In this regard, for each of the securities being registered for resale, disclose on the cover page the price the selling security paid for the securities or units overlying such securities, such as related to the Option Agreements. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure on the cover page of Amendment No. 2 in response. 2. We note your response to our prior comment 3 and reissue in part. Please update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows: • you disclose on page 67 “pro forma condensed combined financial statements do not give affect to any anticipated operating efficiencies or cost savings that may be associated with the business combination”; • you disclose that you “believe that following the Closing of the Business Combination, the sources of liquidity discussed above will continue to be sufficient to fund [your] working capital requirements” on pages 104 and 124-125; • your disclosure that “following the Business Combination, you will be subject to U.S. federal and state income taxes” on pages 106 and 126; • your list of named executives “who will be named executive officers” on page 210; and • you disclose on page 50 that “future resales” of shares after the consummation of the business combination may cause your market price to drop significantly. This statement should be updated given that this prospectus is facilitating those sales. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the pages described above, and elsewhere as appropriate, in response to the Staff’s comment. Prospectus Summary, page 1 3. We note your response to our prior comment 5 and reissue in part. Please disclose here the exercise price of the warrants compared to the market price of the underlying securities and disclose the likelihood that warrant holders will not exercise their warrants because the warrants are out of the money. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure on the cover page and pages 54, 55 and 89 of Amendment No. 2 in response. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 87 4. We note your response to our prior comment 10 and reissue in part. Please revise your discussion to highlight the fact that the selling shareholders will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure on page 89 of Amendment No. 2 in response. If you should have any questions concerning the enclosed matters, please contact the undersigned at (305) 579-0739. Sincerely, /s/ Thomas Martin Thomas Martin, Esq. Enclosures cc: Michael Tiedemann, Alvarium Tiedemann Holdings, Inc. Alan I. Annex, Esq, Greenberg Traurig, LLP
2023-05-11 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
May 11, 2023
Michael Tiedemann
Chief Executive Officer
AlTi Global, Inc.
520 Madison Avenue, 21 st Floor
New York, NY 10022
Re:AlTi Global, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 26, 2023
File No. 333-269448
Dear Michael Tiedemann:
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. Unless we note
otherwise, our references to prior comments are to comments in our February 21, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to our prior comment 2 and reissue in part. We note your
disclosure that the selling shareholders purchased the Class A Common Stock covered by
this prospectus for prices "ranging from no consideration to $9.80." Please disclose
specific prices paid by each group of the selling shareholders listed in the registration
statement, such as the Sponsor, private placement investors, PIPE investors, and other
selling securityholders. In this regard, for each of the securities being registered for
resale, disclose on the cover page the price the selling security paid for the securities or
units overlying such securities, such as related to the Option Agreements.
2.We note your response to our prior comment 3 and reissue in part. Please update your
FirstName LastNameMichael Tiedemann
Comapany NameAlTi Global, Inc.
May 11, 2023 Page 2
FirstName LastName
Michael Tiedemann
AlTi Global, Inc.
May 11, 2023
Page 2
disclosures throughout the filing and address areas that appear to need updating or that
present inconsistencies. Non-exclusive examples of areas where disclosure should be
updated are as follows:
•you disclose on page 67 "pro forma condensed combined financial statements do not
give affect to any anticipated operating efficiencies or cost savings that may be
associated with the business combination";
•you disclose that you "believe that following the Closing of the Business
Combination, the sources of liquidity discussed above will continue to be sufficient to
fund [your] working capital requirements" on pages 104 and 124-125;
•your disclosure that "following the Business Combination, you will be subject to U.S.
federal and state income taxes" on pages 106 and 126;
•your list of named executives "who will be named executive officers" on page 210;
and
•you disclose on page 50 that "future resales" of shares after the consummation of the
business combination may cause your market price to drop significantly. This
statement should be updated given that this prospectus is facilitating those sales.
Prospectus Summary, page 1
3.We note your response to our prior comment 5 and reissue in part. Please disclose here
the exercise price of the warrants compared to the market price of the underlying
securities and disclose the likelihood that warrant holders will not exercise their warrants
because the warrants are out of the money.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 87
4.We note your response to our prior comment 10 and reissue in part. Please revise your
discussion to highlight the fact that the selling shareholders will be able to sell all of
their shares for so long as the registration statement of which this prospectus forms a part
is available for use.
Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-3210
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Samantha Kirby, Esq.
2023-05-01 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
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CORRESP
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
May 1, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Alta Equipment Group Inc.
Registration Statement on Form S-3
Filed March 23, 2023
File No. 333-270809 (the “Registration Statement”)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alta Equipment Group Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above referenced Registration Statement, so that it may become effective at 4:00 p.m., Eastern time, on May 3, 2023, or as soon thereafter as practicable.
If you have any questions or require additional information, please contact Joel Rubinstein of White & Case LLP at (212) 819-7642. Thank you for your assistance and cooperation in this matter.
Very truly yours,
ALTA EQUIPMENT GROUP INC.
By:
/s/ Anthony Colucci
Name: Anthony Colucci
Title: Principal Financial Officer
Cc: Joel Rubinstein, White & Case LLP
5/1/2023 11:35
AMERICAS 123093212 v2 [123093212_2.docx]
2023-04-27 - CORRESP - Alector, Inc. (ALEC) (CIK 0001653087)
CORRESP 1 filename1.htm CORRESP April 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jason Drory Re: Alector, Inc. Registration Statement on Form S-3 Filed February 28, 2023 File No. 333-270126 Acceleration Request Requested Date: May 1, 2023 Requested Time: 4:05 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alector, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-270126) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Michael Coke at (650) 565-3596. Please direct any questions or comments regarding this acceleration request to Michael Coke. Sincerely, Alector, Inc. By: /s/ Arnon Rosenthal Arnon Rosenthal, Ph.D. Co-founder and Chief Executive Officer cc: Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation Alector 131 Oyster Point Blvd, Suite 600 South San Francisco, CA 94080 alector.com
2023-04-26 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter April 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tonya K. Aldave and Susan Block Re: Alvarium Tiedemann Holdings, Inc. Registration Statement on Form S-1 Filed January 27, 2023 File No. 333-269448 Dear Ladies and Gentlemen: This letter is submitted on behalf of Alvarium Tiedemann Holdings, Inc. (the “Company”), in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1, publicly filed on January 27, 2023 (the “Registration Statement”), as set forth in the Staff’s letter, dated February 21, 2023, addressed to Michael Tiedemann, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments and other updates. For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1. Registration Statement on Form S-1 General 1. It appears that the price of your common stock has fluctuated significantly in the last several months after completion of the merger transaction. Please revise your disclosure to address high price volatility, potential causes of such volatility, if known, and add a separately captioned risk factor to describe the risk to investors. In addition, on the prospectus cover page, disclose the following: • describe the recent price volatility in your stock and briefly disclose any known risks of investing in your stock under these circumstances; • for comparison purposes, disclose the market price of your common stock prior to the recent price volatility in your stock; and • describe any recent change in your financial condition or results of operations, such as your earnings, revenues or other measure of company value that is consistent with the recent change in your stock price. If no such change to your financial condition or results of operations exists, disclose that fact. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 52 and 53 of Amendment No. 1 in response to the Staff’s comment. 2. Revise your prospectus to highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired their shares and warrants, and the price at which the public securityholders acquired their shares and warrants. Disclose, if true, that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff’s comment. 3. Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows: • you refer to “[your] estimated financial position and results of operations” on page 47; • you disclose on page 62 “pro forma condensed combined financial statements do not give affect to any anticipated operating efficiencies or cost savings that may be associated with the business combination”; • you disclose that you “believe that following the Closing of the Business Combination, the sources of liquidity discussed above will continue to be sufficient to fund [your] working capital requirements” on pages 108 and 134; • your disclosure that “following the Business Combination, you will be subject to U.S. federal and state income taxes” on pages 110 and 136; • your list of named executives “who will be named executive officers . of the Company following Business Combination” on page 236; and • you disclose on page 47 that “future resales” of shares after the consummation of the business combination may cause your market price to drop significantly. This statement should be updated given that this prospectus is facilitating those sales. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the pages described above, and elsewhere as appropriate, in response to the Staff’s comment. Cover page 4. For each of the shares and warrants being registered for resale, disclose the price that the selling securityholders paid for such shares and warrants. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the cover page of Amendment No. 1 in response to the Staff’s comment. 5. Disclose the exercise price of the warrants compared to the market price of the underlying securities. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants and provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 53, 54 and 88 of Amendment No. 1 in response to the Staff’s comment. 6. Please disclose the number of shares representing your public float. State, if true, that the shares being registered for resale exceed your public float and state the percentage of our public float that the shares being offered for resale represent. We also note that all of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market price of the Class A common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the Class A common stock. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the cover page and page 52 of Amendment No. 1 in response to the Staff’s comment. Risk Factors, page 7 7. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors. RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on the cover page and page 52 of Amendment No. 1 in response to the Staff’s comment. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 138 8. We note that the projected Economic Revenue for 2022 were $246.8 million, as set forth in the unaudited prospective financial information management prepared and provided to the Cartesian Growth Corporation’s Board in connection with the evaluation of the Business Combination. We also note that your actual net income for the Nine Months Ended September 30, 2022 appears to be significantly lower than the projected Economic Revenue, and as such it appears that you will miss your 2022 revenue projection. If applicable, please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cartesian on page 88, Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH on page 101, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TIG Entities on pages 122, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alvarium on pages 144 and 145 to provide updated information about the Company’s financial position and further risks to the business operations and liquidity. 9. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cartesian on page 88 to acknowledge the disparity between the exercise price of the warrants and the current trading price of the Company’s Class A Common Stock, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH on page 101, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TIG Entities on pages 122, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alvarium on page 145, to address changes in the Company’s liquidity position since the business combination and the Company’s ability to raise additional capital. 10. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that the selling shareholders will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use. RESPONSE: The Company acknowledges the Staff’s comment and has amended the disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cartesian on page 88, to discuss that the Offering involves a substantial percentage of shares for resale and how the potential of the sale of the Resale Securities could affect the market price of the Company’s Class A Common Stock. If you should have any questions concerning the enclosed matters, please contact the undersigned at (305) 579-0739. Sincerely, /s/ Thomas Martin Thomas Martin, Esq. Enclosures cc: Michael Tiedemann, Alvarium Tiedemann Holdings, Inc. Alan I. Annex, Esq, Greenberg Traurig, LLP
2023-04-21 - CORRESP - Almco Plumbing Inc (ALMP) (CIK 0001956237)
CORRESP 1 filename1.htm ALMCO PLUMBING, INC. 5663 Balboa Avenue San Diego, CA 92111 April 21, 2023 Division of Corporate Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Office of Real Estate and Construction Re: Request for Qualification Offering Statement on Form 1-A DOS Filed March 20, 2023 File No. 024-12195 and 367-00344 Ladies and Gentlemen: On behalf of Almco Plumbing, Inc., I hereby request qualification of the above referenced Offering Statement at 12:00 p.m. Eastern Daylight Savings Time on April 25, 2023, or as soon thereafter as practicable. The offering is a Tier II Regulation A offering. I understand such offerings are exempt from the Blue-Sky requirements applicable to Tier I offerings. Please orally confirm the qualification of the Statement by contacting our attorney, Jackson L. Morris at 813-892-5969. Very truly yours, /s/ Vladyslav Khorenko Vladyslav Khorenko Chief Executive Officer
2023-04-10 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis April 10, 2023 United States Securities and Exchange Commission Division of Corporation Finance Attn: Kyle Wiley, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions, Inc. Registration Statement on Form S-1/A Filed April 6, 2023 File No. 333-269389 Ladies and Gentlemen: The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on April 12, 2023, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable. In connection with this request, the Registrant acknowledges that: ·should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; ·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and ·the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, APPlife Digital Solutions, Inc. /s/ Matthew Reid Matthew Reid Chief Executive Officer
2023-03-30 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
United States securities and exchange commission logo
March 30, 2023
Emily Karr
General Counsel
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-3
Filed March 23, 2023
File No. 333-270809
Dear Emily Karr:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeff Hoover
2023-03-22 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis March 22, 2023 United States Securities and Exchange Commission Division of Corporation Finance Attn: Kyle Wiley, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re: APPlife Digital Solutions Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 6, 2023 File No. 333-269389 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated March 20, 2023 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Amendment No. 2 to Registration Statement on Form S-1 Description of Business Products, page 20 1. We note your response to prior comment 2 and reissue it, in part. Please highlight the risk that you may be liable for any cybersecurity breach resulting in the loss of customer assets. Response: We have updated the registration statement to include that we may be liable for any cybersecurity breach resulting in the loss of customer assets. 2. We note your response to prior comment 3. Please include the information provided in your response letter in your filing. For example, disclose that you expect users to store their important documents and certificates in files and that your interface will be tailored to cater to file storage. Response: We have updated the registration statement to include the information provided in our previous response letter. 3. We note your response to prior comment 4. Please include the information provided in your response letter in your filing. For example, disclose that, while Matt Reid is your only employee, you manage multiple independent contractor teams to operate your U.S. based business and that 100% of your revenue comes from servicing U.S. customers. Response: We have updated the registration statement to include the information provided in our previous response letter. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2023-03-20 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
United States securities and exchange commission logo
March 20, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc.
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 6, 2023
File No. 333-269389
Dear Matthew Reid:
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. Unless we note
otherwise, our references to prior comments are to comments in our March 2, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Description of Business
Product, page 20
1.We note your response to prior comment 2 and reissue it, in part. Please highlight the risk
that you may be liable for any cybersecurity breach resulting in the loss of customer
assets.
2.We note your response to prior comment 3. Please include the information provided in
your response letter in your filing. For example, disclose that you expect users to store
their important documents and certificates in files and that your interface will be tailored
to cater to file storage.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions Inc.
March 20, 2023 Page 2
FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc.
March 20, 2023
Page 2
General
3.We note your response to prior comment 4. Please include the information provided in
your response letter in your filing. For example, disclose that, while Matt Reid is your
only employee, you manage multiple independent contractor teams to operate your U.S.
based business and that 100% of your revenue comes from servicing U.S. customers.
Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2023-03-10 - UPLOAD - Almco Plumbing Inc (ALMP) (CIK 0001956237)
United States securities and exchange commission logo
March 10, 2023
Vladyslav Khorenko
Chief Executive Officer
Almco Plumbing, Inc.
5663 Balboa Avenue
San Diego, CA 92111
Re:Almco Plumbing, Inc.
Draft Offering Statement on Form 1-A
Submitted March 7, 2023
CIK No. 0001956237
Dear Vladyslav Khorenko:
This is to advise you that we do not intend to review your offering statement.
Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence. We will consider qualifying your offering
statement at your request. If a participant in your offering is required to clear its compensation
arrangements with FINRA, please have FINRA advise us that it has no objections to the
compensation arrangements prior to qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Kibum Park at 202-551-6836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jackson Morris, Esq.
2023-03-08 - UPLOAD - Allied Corp. (ALID) (CIK 0001575295)
United States securities and exchange commission logo
March 8, 2023
Ryan Maarschalk
Chief Financial Officer
Allied Corp.
1405 St. Paul St., Suite 201
Kelowna, BC, Canada V1Y 9N2
Re:Allied Corp.
Form 10-K for the Fiscal Year Ended August 31, 2022
Filed December 14, 2022
File No. 000-56002
Dear Ryan Maarschalk:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2023-03-07 - UPLOAD - Alector, Inc. (ALEC) (CIK 0001653087)
United States securities and exchange commission logo
March 7, 2023
Arnon Rosenthal, Ph.D.
Chief Executive Officer
Alector, Inc.
131 Oyster Point Blvd., Suite 600
South San Francisco, CA 94080
Re:Alector, Inc.
Registration Statement on Form S-3
Filed February 28, 2023
File No. 333-270126
Dear Arnon Rosenthal:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Coke
2023-03-06 - CORRESP - Allied Corp. (ALID) (CIK 0001575295)
CORRESP
1
filename1.htm
alid_corresp.htm
M. Richard Cutler, Esq
Corporate Securities Law
Admitted in California & Texas
February 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
Washington, DC 20549
Attn: Scott Stringer and Adam Phippen
Re:
Allied Corp.
Form 10-K for the Fiscal Year Ended August 31, 2022
Filed December 14, 2022
File No. 000-56002
Gentlemen:
As you are aware we represent Allied Corp. (the “Company”). This letter is to respond to your correspondence dated February 3, 2023 by email relative to the Company.
Your request as well as our responses are set forth below:
Form 10-K for the Fiscal Year Ended August 31, 2022
Item 9A. Controls and Procedures, page 64
1. We note your response to comment one. The disclosure included in your Forms 10-K and 10-Q does not address Item 307 of Regulation S-K. Your disclosure addresses the requirements in Item 308 of Regulation S-K regarding your internal control over financial reporting. In accordance with Item 307 of Regulation S-K, please disclose the conclusions of your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and procedures. Additionally, please be aware that Item 308 of Regulation S-K is only a fiscal year requirement (Form 10-K) while Item 307 of Regulation S-K is required for each period covered by your annual and interim period reports (Forms 10-K and 10-Q).
RESPONSE: We have amended both our Form 10-K for the Fiscal Year Ended August 31, 2022 as well as our 10-Q for the Quarterly Period Ended November 30, 2022 to include the disclosure required by Item 307.
Thank you for your time and for your assistance with this matter. Please do not hesitate to contact us at the numbers or emails reflected on this email.
Best Regards,
/s/ M. Richard Cutler
M. Richard Cutler
6575 West Loop South, Suite 400
www.cutlerlaw.com
Tel (800) 606-7150
Bellaire, Texas 77401
Fax (713) 583-7150
2023-03-06 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis March 6, 2023 United States Securities and Exchange Commission Division of Corporation Finance Attn: Kyle Wiley, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re: APPlife Digital Solutions Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 16, 2023 File No. 333-269389 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated March 2, 2023 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Amendment No. 1 to Registration Statement on Form S-1 Description of Business Products, page 20 1. We note your response to prior comment 4 and reissue it, in part. With respect to the development of your Valida "super wallet", please provide a description of the processes and fees related to the use of the Polygon blockchain. Response: Valida is still in pre-development phase. We completed the wire frame and general concept of the design, the schedule and time frame for the build-out to Beta and eventually a MVP, but have yet to begin coding the actual working platform. We have decided on Polygon and reached out to them for tech support and have lined up that support, but have not yet begun writing the code. Many of the specific details on security daemons and code will not be available to us until we get to that stage of development. We want to use the most advanced options. We also know the legal and regulatory environment surrounding this industry is changing daily as the regulators are learning. Additionally, we are still too early in development to determine any of the fees at this point. We expect much more clarity on requirements by the time we are writing the code. 2. We note your response to prior comment 6. Please expand your discussion of the security precautions you will take to keep your customers crypto assets secure and highlight the risk that you may be liable for any cybersecurity breach resulting in the loss of customer assets. Additionally, given that the wallets will be non-custodial, please provide more detail on how the "cold storage" feature will work. Response: It is simply too early to answer some of the questions you are asking about the cold wallet, security, or any segment that will first require our fully funding the build-out with the next stage development team in place and then planning the structuring of the writing of the code. That’s where we will see the newest and latest security technology, the best options for cold wallet storage and the most user friendly UX as it’s becoming more integrated with everyday users. It is our intention to build a highly secure, easy to use, non-custodial wallet. We plan to bring in the most advanced technology for security when we begin writing the code. We will have a cold wallet system that allows the users to transfer between storage and active modes and plan to include2FA, fingerprint and/or facial recognition technology. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers/withdrawals. All of our code will undergo security audits prior to Beta and again prior to MVP release. We have updated the Registration statement to add the above disclosure. 3. With respect to the development of your Valida wallet, we note that you will focus on storing and sharing NFTs that represent practical use. Please explain how you intend to achieve this focus and whether you will prevent customers from storing other types of NFTs. Additionally, please identify all of the services that you will provide in connection with the super wallet. Lastly, we note that you "plan to add a secondary round of features." Please expand your discussion to identify those planned features. Response: As we mentioned, the main focus of our user base will be practical use NFTs. We believe this is the future best use scenario for NFTs. This is what we believe will set us apart from those systems designed to buy and sell digital art and items that may be considered securities. We expect users to store their important documents and certifications in files. An example is we will allow universities to bulk upload diplomas into the system that will be an image of the certificate with the graduates name in place. The Meta Data will show in a border area that discloses the name of the University, the degree, date of issue and an official University stamp. The User will have the option of receiving the NFT version by registering and then using a code provided by the school to download the diploma NFT into the wallet. This would also apply to Driver’s licenses issued by State DMVs, Real Estate Broker licenses, Wills and other important legal documents, Escrow or Title paperwork. We are not intending on blocking people from storing other types of NFTs, but our format and storage UI is not appealing to those collecting digital art. Our interface will resemble a windows filing system. It is tailored to cater to file storage for the practical use type. Lastly, we have removed the disclosure of adding a secondary round of features and if/when the time comes where we decide to add a secondary round of features, we will add that in future filings. General 4. We note your response to prior comment 9 that your business management and executive teams do not operate in China and that you generate no revenue in China. However, you disclose in the risk factors that your "sole officer and director, Matt Reid, resides in China and operates the Company from China." Your disclosure also indicates that you work in partnership with a licensed law firm in Shanghai China and that you anticipate working with other Chinese entities. Please revise your disclosure to address this inconsistency or explain. Response: Matt Reid is technically the only employee of the Company and he resides in Shanghai, China, in order to manage the independent contractor teams of developers the Company hires. We have an attorney in Shanghai engaged to help us with the contracts and negotiations with developers and other similar items. We have multiple independent contractor team members for the Company that live and work in the US who make up our business management and executive teams. They do not operate in China and we generate no revenue in China. Our independent contractors fill positions such as Chief Legal Officer, Executive Project Director, Accountant and Investor relations manager and are all located in New York. Our Director of Marketing, PR agent and multiple lower-level independent contractors reside and work in California. None of the operating business models we have are generating any revenue from China based business. Currently 100% of our revenue comes from an ecommerce platform servicing US customers. There are no current plans to buy or develop any new China business model. We did previously build a model that would background check Chinese companies for small to medium size businesses around the world that would want to verify that a Chinese company was legitimate before sending them money for an order. We had an agreement with our attorney in Shanghai to do the background information reviews on the Chinese companies and email our customers a one page report on the validity of the registered Chinese company. This model is not currently operating. While we were preparing for launch, China placed a temporary moratorium of sending background information on Chinese companies or citizens overseas. We shelved the software until they release the moratorium on the information transfer. Even though this model would be checking on the Chinese manufacturers or businesses, the users of our model were individuals and businesses around the world looking for the information. The billing and payment gateways were all built using US banks and transaction services. Even if this model operates, there will be no revenue from Chinese customers or sources. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2023-03-02 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
United States securities and exchange commission logo
March 2, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc.
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 16, 2023
File No. 333-269389
Dear Matthew Reid:
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. Unless we note
otherwise, our references to prior comments are to comments in our February 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Description of Business
Products, page 20
1.We note your response to prior comment 4 and reissue it, in part. With respect to the
development of your Valida "super wallet", please provide a description of the processes
and fees related to the use of the Polygon blockchain.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions Inc.
March 2, 2023 Page 2
FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc.
March 2, 2023
Page 2
2.We note your response to prior comment 6. Please expand your discussion of the security
precautions you will take to keep your customers crypto assets secure and highlight the
risk that you may be liable for any cybersecurity breach resulting in the loss of customer
assets. Additionally, given that the wallets will be non-custodial, please provide more
detail on how the "cold storage" feature will work.
3.With respect to the development of your Valida wallet, we note that you will focus on
storing and sharing NFTs that represent practical use. Please explain how you intend to
achieve this focus and whether you will prevent customers from storing other types of
NFTs. Additionally, please identify all of the services that you will provide in connection
with the super wallet. Lastly, we note that you "plan to add a secondary round of
features." Please expand your discussion to identify those planned features.
General
4.We note your response to prior comment 9 that your business management and executive
teams do not operate in China and that you generate no revenue in China. However, you
disclose in the risk factors that your "sole officer and director, Matt Reid, resides in China
and operates the Company from China." Your disclosure also indicates that you work in
partnership with a licensed law firm in Shanghai China and that you anticipate working
with other Chinese entities. Please revise your disclosure to address this inconsistency or
explain.
Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2023-02-21 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
February 21, 2023
Michael Tiedemann
Chief Executive Officer
Alvarium Tiedemann Holdings, Inc.
520 Madison Avenue, 21 st Floor
New York, NY 10022
Re:Alvarium Tiedemann Holdings, Inc.
Registration Statement on Form S-1
Filed January 27, 2023
File No. 333-269448
Dear Michael Tiedemann:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
General
1.It appears that the price of your common stock has fluctuated significantly in the last
several months after completion of the merger transaction. Please revise your disclosure to
address high price volatility, potential causes of such volatility, if known, and add a
separately captioned risk factor to describe the risk to investors. In addition, on the
prospectus cover page, disclose the following:
•describe the recent price volatility in your stock and briefly disclose any known risks
of investing in your stock under these circumstances;
•for comparison purposes, disclose the market price of your common stock prior to the
recent price volatility in your stock; and
•describe any recent change in your financial condition or results of operations, such
FirstName LastNameMichael Tiedemann
Comapany NameAlvarium Tiedemann Holdings, Inc.
February 21, 2023 Page 2
FirstName LastNameMichael Tiedemann
Alvarium Tiedemann Holdings, Inc.
February 21, 2023
Page 2
as your earnings, revenues or other measure of company value that is consistent with
the recent change in your stock price. If no such change to your financial condition or
results of operations exists, disclose that fact.
2.Revise your prospectus to highlight any differences in the current trading price, the prices
that the Sponsor, private placement investors, PIPE investors, and other selling
securityholders acquired their shares and warrants, and the price at which the public
securityholders acquired their shares and warrants. Disclose, if true, that while the
Sponsor, private placement investors, PIPE investors, and other selling securityholders
may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
3.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•you refer to "[your] estimated financial position and results of operations" on page
47;
•you disclose on page 62 "pro forma condensed combined financial statements do not
give affect to any anticipated operating efficiencies or cost savings that may be
associated with the business combination";
•you disclose that you "believe that following the Closing of the Business
Combination, the sources of liquidity discussed above will continue to be sufficient to
fund [your] working capital requirements" on pages 108 and 134;
•your disclosure that "following the Business Combination, you will be subject to U.S.
federal and state income taxes" on pages 110 and 136;
•your list of named executives "who will be named executive officers ... of the
Company following Business Combination" on page 236; and
•you disclose on page 47 that "future resales" of shares after the consummation of the
business combination may cause your market price to drop significantly. This
statement should be updated given that this prospectus is facilitating those sales.
Cover page
4.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
5.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants and provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
FirstName LastNameMichael Tiedemann
Comapany NameAlvarium Tiedemann Holdings, Inc.
February 21, 2023 Page 3
FirstName LastNameMichael Tiedemann
Alvarium Tiedemann Holdings, Inc.
February 21, 2023
Page 3
of your company to fund your operations on a prospective basis with your current cash on
hand.
6.Please disclose the number of shares representing your public float. State, if true, that the
shares being registered for resale exceed your public float and state the percentage of your
public float that the shares being offered for resale represent. We also note that all of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A common stock.
Risk Factors, page 7
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is below the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
138
8.We note that the projected Economic Revenue for 2022 were $246.8 million, as set forth
in the unaudited prospective financial information management prepared and provided to
the Cartesian Growth Corporation's Board in connection with the evaluation of the
Business Combination. We also note that your actual net income for the Nine Months
Ended September 30, 2022 appears to be significantly lower than the projected Economic
Revenue, and as such it appears that you will miss your 2022 revenue projection. If
applicable, please update your disclosure in Liquidity and Capital Resources, and
elsewhere, to provide updated information about the company’s financial position and
further risks to the business operations and liquidity in light of these circumstances.
9.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
10.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
FirstName LastNameMichael Tiedemann
Comapany NameAlvarium Tiedemann Holdings, Inc.
February 21, 2023 Page 4
FirstName LastName
Michael Tiedemann
Alvarium Tiedemann Holdings, Inc.
February 21, 2023
Page 4
highlight the fact that the selling shareholders will be able to sell all of their shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-3210
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Samantha Kirby, Esq.
2023-02-16 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis February 16, 2023 United States Securities and Exchange Commission Division of Corporation Finance Attn: Kyle Wiley, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Registration Statement on Form S-1 Filed January 24, 2023 File No. 333-269389 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated February 7, 2023 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Registration Statement on Form S-1 Cover Page 1. You disclose that Matt Reid, your sole officer and director, beneficially owns 68.83% of your outstanding common stock. Please disclose on the cover page that you are a "controlled company" and the identity and beneficial ownership percentage of your controlling shareholder. Response: We have updated the cover page to include disclosure that we are “controlled company” and also added a risk factor regarding the same. The Offering, Page 16 2. We note that you entered into an Equity Financing Agreement with GHS Investments LLC on December 15, 2022. Please incorporate by reference or file the Equity Financing Agreement as an exhibit to your registration statement. Refer to Item 601 of Regulation S-K. Response: We have updated the Exhibit Table to incorporate by reference the Equity Financing Agreement with GHS dated December 15, 2022. Description of Business Products, page 20 3. With respect to your planned Lollipop NFT platform, please describe the policies and procedures that the company follows to avoid impermissibly engaging in or facilitating transactions in unregistered securities. In addition, please address the specific risks inherent in the operation of a marketplace, including those associated with the company’s policies and procedures for determining that the NFTs the company may offer in the future through the platform are not securities. Please describe the limitations of any such policies and procedures and state that they involve risk-based judgments by the company and are not a legal standard or determination binding on any regulatory body or court. Please also describe the specific potential consequences if any of the NFTs the company may offer in the future through the marketplace are determined to be securities, under U.S. law. Response: Our Lollipop NFT business model has recently changed. Lollipop is now called Valida. We plan for Valida to be a super wallet and accordingly there will be no marketplace. It will be non-custodial and will be able to be connected through application programming interface directly to various marketplaces of the user’s choice. We plan to focus on the storing and sharing of NFTs that represent practical use. Practical use NFTs are not art or speculative, but are documents or importance information a person would choose to have permanently added to a blockchain through a smart contract, such as wills, real estate paperwork, diplomas, licenses, etc. Users will control their own storage and we will not have any access. We have updated the above disclosure about Lollipop/Valida in the Registration Statement. 4. With respect to your planned NFT platform, please identify the blockchain that you intend to utilize and include a description of the processes and fees related to the use of such blockchain. To the extent that you intend to develop your own blockchain, please provide a discussion regarding the functional differences between the blockchain you are developing and other popular blockchains used for minting NFTs (Ethereum, Solana, etc.). Be sure to include a discussion of the impact of transaction fees, lack of liquidity, and volatility as it relates to your NFT platform. Response: As disclosed above, we are no longer developing an NFT marketplace. We will use the Polygon blockchain to create the wallet. 5. Please provide a more detailed discussion of your planned NFT platform with regards to its functionality and the range of crypto assets you intend to utilize. To the extent you will accept crypto assets as payments, or otherwise acquire crypto assets, provide a discussion regarding whether you have a specific policy in place regarding when and how you will convert those crypto assets into fiat currency. Tell us whether you will maintain any royalty interest or intellectual property ownership of the NFTs sold on your platform. For example, explain whether the platform will permit creators or the company to receive a portion of all subsequent sales of each NFT, or only on the initial sale. Discuss the intellectual property underlying the NFTs and explain to us how disputes over such rights will be resolved and your role in such resolution, including your role in the enforcement of such rights. Additionally, disclose any risks relating to the operation of such a platform and any regulatory requirements with which you are required to comply. For example, discuss whether your NFT platform would be considered a “money transmitter” requiring registration as a money services business pursuant to FinCEN requirements. As another example, discuss the impact of high gas and transaction fees, lack of liquidity, and volatility as it relates to the NFT platform. Response: As disclosed above, we are no longer developing an NFT marketplace. 6. We note that your NFT platform will also serve as a "wallet for non-fungible tokens." Please revise to clarify how you intend to hold the NFTs such as whether they will be held in digital wallets, exchanges, or hardware wallets, and the security precautions you will take to keep your and your customers crypto assets secure. To the extent you intend to utilize a third-party for custody of your and your customers crypto assets, provide a discussion of the custody arrangements and include risk factors to address the relevant risks. Response: We have updated the registration statement to confirm the wallet is a digital wallet, with cold storage for security. Once completed, the system code will be audited by a third-party auditor and there will be multiple security daemons to monitor account login and asset transfers to protect the user. 7. Please supplementally provide us with your legal analysis as to whether the NFTs offered and sold through your marketplace are securities under Section 2(a)(1) of the Securities Act of 1933. In responding to this comment, please address your operation of the marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985). Response: As disclosed above, we are no longer developing an NFT marketplace. Signatures, page 60 8. With respect to director signatures, we note that you appear to have five directors and only one has signed. Please revise to provide the required signatures. Response: We have revised to include all the required signatures. General 9. We note that your sole officer and director, is also your sole full-time employee and is located in China, that your marketing, business management, and executive team operate from China, and that your offices in China exist so that you can take advantage of skilled coders and developers at lower cost than developed countries. Please tell us the percentage of revenue generated from your operations in China. To the extent that you are a China based issuer please refer to the Dear Issuer Letter found at https://www.sec.gov/corpfin/sample-letter-china-based-companies. Response: Our marketing, business management and executive teams operate from the United States, not China. The offices in China only exist so the Company can manage the tech team and access the tech talent. 100% of our revenue is generated in the United States and no revenue is generated in China. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2023-02-16 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
February 16, 2023
Mathieu Bonnet
Chief Executive Officer
Allego N.V.
Westervoortsedijk 73 KB
6827 AV Arnhem
The Netherlands
Re:Allego N.V.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed May 13, 2022
File No. 001-41329
Dear Mathieu Bonnet:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2023-02-14 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP Allego N.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands February 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Robert Shapiro Mr. Doug Jones Re: Allego N.V. Form 20-F for the Fiscal Year Ended December 31, 2021 Filed May 13, 2022 File No. 001-41329 Ladies and Gentlemen: Set forth below are the responses of Allego N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (“we”, “our”, or the “Company”), to the comments received from the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by the letter dated January 30, 2023 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “Annual Report”). For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Annual Report. Securities and Exchange Commission February 14, 2023 Page 2 Form 20-F for the Fiscal Year Ended December 31, 2021 Notes to the Consolidated Financial Statements Note 4. Segmentation, page F-41 1. Refer to your response to comment 5. You disclose in the note (i) the group has one operating segment which is also its only reporting segment, (ii) “As the group only has one reporting segment, all relevant financial information is disclosed in the consolidated financial statements,” and “. financial information, including Adjusted EBITDA . are only provided on a consolidated basis.” You confirm in the response you only have one operating and reportable segment and Adjusted EBITDA is presented for the company as a whole. IFRS 8 defines operating segment as a “component” (emphasis added) of an entity. It appears clear from the basis for conclusions for IFRS 8 and predecessor guidance the core principle of segment information was regarded as a disaggregation of an entity’s information. Additionally, entity-wide disclosures required by IFRS 8 for entities that have a single reportable segment do not call for an entity-wide or consolidated measure of profit or loss used to assess performance and allocate resources. Accordingly, it appears your presentation of Adjusted EBITDA in the notes to the financial statements is not consistent with the core principle of IFRS 8 and thereby not permitted to be disclosed in the notes to the financial statements. Please revise your disclosure accordingly. Response: The Company respectfully acknowledges the Staff’s comment. The Company believes this is an area open to interpretation and has historically interpreted the core principle within IFRS 8.1 as requiring disclosures that are based on information reported to the chief operating decision maker. Therefore, despite the lack of disaggregated financial information, the Company determined it was appropriate and consistent with IFRS 8 to disclose Adjusted EBITDA and the related required reconciliations as it represented information that enabled users of the financial statements to evaluate the nature and financial effects of the Company’s business activities in the same manner as management. Notwithstanding this view, the Company respectfully acknowledges the Staff’s interpretation of IFRS 8 and will revise its future disclosures, including in its Annual Report on Form 20-F for the year ending December 31, 2022. For illustrative purposes, below is a revised disclosure: “The Executive Board of the Group is the chief operating decision maker (“CODM”) which monitors the operating results of the business for the purpose of making decisions about resource allocation and performance assessment. The management information provided to the CODM includes financial information related to revenue, cost of sales and gross result disaggregated by charging revenue and combined service revenue streams and by region. These performance measures are measured consistently with the same measures as disclosed in the consolidated financial statements. Further financial information, including net income (loss), employee expenses and operating expenses are only provided on a consolidated basis. The CODM assesses the financial information of the business on a consolidated level. As the operating results of the business for the purpose of making decisions about resource allocation and performance assessment are monitored on a consolidated level, the Group has one operating segment which is also its only reporting segment. As the Group only has one reporting segment, all relevant financial information is disclosed in the consolidated financial statements.” The Company will also continue to include the required entity-wide disclosures required by IFRS 8. *** If there are additional comments or questions, please do not hesitate to contact the undersigned or Alexander Lynch or Amanda Fenster of Weil, Gotshal & Manges LLP at (212) 310-8971 and (212) 310-8096, respectively. Sincerely, /s/ Ton Louwers Name: Ton Louwers Title: Chief Financial Officer
2023-02-13 - UPLOAD - Allied Corp. (ALID) (CIK 0001575295)
United States securities and exchange commission logo
February 13, 2023
Ryan Maarschalk
Chief Financial Officer
Allied Corp.
1405 St. Paul St., Suite 201
Kelowna, BC, Canada V1Y 9N2
Re:Allied Corp.
Form 10-K for the Fiscal Year Ended August 31, 2022
Response Dated February 8, 2023
File No. 000-56002
Dear Ryan Maarschalk:
We have reviewed your February 8, 2023 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
February 3, 2023 letter.
Form 10-K for the Fiscal Year Ended August 31, 2022
Item 9A. Controls and Procedures, page 64
1.We note your response to comment one. The disclosure included in your Forms 10-K and
10-Q does not address Item 307 of Regulation S-K. Your disclosure addresses the
requirements in Item 308 of Regulation S-K regarding your internal control over financial
reporting. In accordance with Item 307 of Regulation S-K, please disclose the
conclusions of your principal executive and principal financial officers, or persons
performing similar functions, regarding the effectiveness of your disclosure controls and
procedures. Additionally, please be aware that Item 308 of Regulation S-K is only a fiscal
year requirement (Form 10-K) while Item 307 of Regulation S-K is required for each
period covered by your annual and interim period reports (Forms 10-K and 10-Q).
FirstName LastNameRyan Maarschalk
Comapany NameAllied Corp.
February 13, 2023 Page 2
FirstName LastName
Ryan Maarschalk
Allied Corp.
February 13, 2023
Page 2
You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2023-02-08 - CORRESP - Allied Corp. (ALID) (CIK 0001575295)
CORRESP
1
filename1.htm
alid_corresp.htm
CUTLER LAW GROUP
M. Richard Cutler, Esq
Corporate Securities Law
Admitted in California & Texas
February 8, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
Washington, DC 20549
Attn: Scott Stringer and Adam Phippen
Re:
Allied Corp.
Form 10-K for the Fiscal Year Ended August 31, 2022
Filed December 14, 2022
File No. 000-56002
Gentlemen:
As you are aware we represent Allied Corp. (the “Company”). This letter is to respond to your correspondence dated February 3, 2023 by email relative to the Company.
Your request as well as our responses are set forth below:
Form 10-K for the Fiscal Year Ended August 31, 2022
Item 9A. Controls and Procedures, page 64
1.
Please disclose the conclusions of your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and procedures. Refer to Item 307 of Regulation S-K. Provide similar disclosure in your Form 10-Q for the Quarterly Period Ended November 30, 2022.
RESPONSE: Our Form 10-K for the Fiscal Year Ended August 31, 2022 as well as our 10-Q for the Quarterly Period Ended November 30, 2022 included the following disclosure which I believe is responsive to your request (highlights added):
“Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.
6575 West Loop South, Suite 400
Tel (800) 606-7150
Bellaire, Texas 77401
www.cutlerlaw.com
Fax (713) 583-7150
CUTLER LAW GROUP
PAGE 2 OF 2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management evaluated the effectiveness of the Company’s internal control over financial reporting as of November 30, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management concluded that, as of November 30, 2022, our internal control over financial reporting was not effective. Because of limitations in our operations in Colombia there were significant and material adjustments for audits and reviews of financial statements, and most of them are recurring adjustments. These adjustments indicate material weaknesses in certain cycles, including but not limited to inventory and costing, and financial reporting.
This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this quarterly report.”
Please advise if you require further disclosure in this section.
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1, 31.2, 32.1 and 32.2, page 75
2.
Please properly date the certifications.
RESPONSE: We have amended the dates.
Signatures, page 76
3.
Please properly date the signatures.
RESPONSE: The amendment has corrected dates.
Thank you for your time and for your assistance with this matter. Please do not hesitate to contact us at the numbers or emails reflected on this email.
Best Regards,
/s/ M. Richard Cutler
M. Richard Cutler
6575 West Loop South, Suite 400
Tel (800) 606-7150
Bellaire, Texas 77401
www.cutlerlaw.com
Fax (713) 583-7150
2023-02-07 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
United States securities and exchange commission logo
February 7, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed January 24, 2023
File No. 333-269389
Dear Matthew Reid:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
Cover Page
1.You disclose that Matt Reid, your sole officer and director, beneficially owns 68.83% of
your outstanding common stock. Please disclose on the cover page that you are
a "controlled company" and the identity and beneficial ownership percentage of your
controlling shareholder.
The Offering, page 16
2.We note that you entered into an Equity Financing Agreement with GHS Investments
LLC on December 15, 2022. Please incorporate by reference or file the Equtiy
Financing Agreement as an exhibit to your registration statement. Refer to Item 601 of
Regulation S-K.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions Inc
February 7, 2023 Page 2
FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 2
Description of Business
Products, page 20
3.With respect to your planned Lollipop NFT platform, please describe the policies and
procedures that the company follows to avoid impermissibly engaging in or facilitating
transactions in unregistered securities. In addition, please address the specific risks
inherent in the operation of a marketplace, including those associated with the company’s
policies and procedures for determining that the NFTs the company may offer in the
future through the platform are not securities. Please describe the limitations of any such
policies and procedures and state that they involve risk-based judgments by the company
and are not a legal standard or determination binding on any regulatory body or court.
Please also describe the specific potential consequences if any of the NFTs the
company may offer in the future through the marketplace are determined to be securities
under U.S. law.
4.With respect to your planned NFT platform, please identify the blockchain that you intend
to utilize and include a description of the processes and fees related to the use of such
blockchain. To the extent that you intend to develop your own blockchain, please provide
a discussion regarding the functional differences between the blockchain you are
developing and other popular blockchains used for minting NFTs (Ethereum, Solana,
etc.). Be sure to include a discussion of the impact of transaction fees, lack of liquidity,
and volatility as it relates to your NFT platform.
5.Please provide a more detailed discussion of your planned NFT platform with regards to
its functionality and the range of crypto assets you intend to utilize. To the extent you will
accept crypto assets as payments, or otherwise acquire crypto assets, provide a discussion
regarding whether you have a specific policy in place regarding when and how you will
convert those crypto assets into fiat currency. Tell us whether you will maintain any
royalty interest or intellectual property ownership of the NFTs sold on your platform. For
example, explain whether the platform will permit creators or the company to receive a
portion of all subsequent sales of each NFT, or only on the initial sale. Discuss the
intellectual property underlying the NFTs and explain to us how disputes over such rights
will be resolved and your role in such resolution, including your role in the enforcement
of such rights. Additionally, disclose any risks relating to the operation of such a platform
and any regulatory requirements with which you are required to comply. For example,
discuss whether your NFT platform would be considered a “money transmitter” requiring
registration as a money services business pursuant to FinCEN requirements. As another
example, discuss the impact of high gas and transaction fees, lack of liquidity, and
volatility as it relates to the NFT platform.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions Inc
February 7, 2023 Page 3
FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 3
6.We note that your NFT platform will also serve as a "wallet for non-fungible
tokens." Please revise to clarify how you intend to hold the NFTs such as whether they
will be held in digital wallets, exchanges, or hardware wallets, and the security
precautions you will take to keep your and your customers crypto assets secure. To the
extent you intend to utilize a third-party for custody of your and your customers crypto
assets, provide a discussion of the custody arrangements and include risk factors to
address the relevant risks.
7.Please supplementally provide us with your legal analysis as to whether the NFTs offered
and sold through your marketplace are securities under Section 2(a)(1) of the Securities
Act of 1933. In responding to this comment, please address your operation of the
marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d Cir. 1985).
Signatures, page 60
8.With respect to director signatures, we note that you appear to have five directors and only
one has signed. Please revise to provide the required signatures.
General
9.We note that your sole officer and director, is also your sole full-time employee and is
located in China, that your marketing, business management, and executive team operate
from China, and that your offices in China exist so that you can take advantage of skilled
coders and developers at lower cost than developed countries. Please tell us the percentage
of revenue generated from your operations in China. To the extent that you are a china
based issuer please refer to the Dear Issuer Letter found at
https://www.sec.gov/corpfin/sample-letter-china-based-companies.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions Inc
February 7, 2023 Page 4
FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 4
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2023-02-06 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
February 6, 2023
Scott Tozier
Executive Vice President and Chief Financial Officer
Albemarle Corporation
4250 Congress St., Suite 900
Charlotte, NC 28209
Re:Albemarle Corporation
Form 10-K for the year ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Scott Tozier:
We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
2023-02-03 - UPLOAD - Allied Corp. (ALID) (CIK 0001575295)
United States securities and exchange commission logo
February 3, 2023
Ryan Maarschalk
Chief Financial Officer
Allied Corp.
1405 St. Paul St., Suite 201
Kelowna, BC, Canada V1Y 9N2
Re:Allied Corp.
Form 10-K for the Fiscal Year Ended August 31, 2022
Filed December 14, 2022
File No. 000-56002
Dear Ryan Maarschalk:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended August 31, 2022
Item 9A. Controls and Procedures, page 64
1.Please disclose the conclusions of your principal executive and principal financial
officers, or persons performing similar functions, regarding the effectiveness of your
disclosure controls and procedures. Refer to Item 307 of Regulation S-K. Provide similar
disclosure in your Form 10-Q for the Quarterly Period Ended November 30, 2022.
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1, 31.2, 32.1 and 32.2, page 75
2.Please properly date the certifications.
Signatures, page 76
3.Please properly date the signatures.
FirstName LastNameRyan Maarschalk
Comapany NameAllied Corp.
February 3, 2023 Page 2
FirstName LastName
Ryan Maarschalk
Allied Corp.
February 3, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2023-01-30 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
January 30, 2023
Mathieu Bonnet
Chief Executive Officer
Allego N.V.
Westervoortsedijk 73 KB
6827 AV Arnhem
The Netherlands
Re:Allego N.V.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed May 13, 2022
File No. 001-41329
Dear Mathieu Bonnet:
We have reviewed your December 15, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 1, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements
Note 4. Segmentation, page F-41
1.Refer to your response to comment 5. You disclose in the note (i) the group has one
operating segment which is also its only reporting segment, (ii) "As the group only has
one reporting segment, all relevant financial information is disclosed in the consolidated
financial statements," and "... financial information, including Adjusted EBITDA ... are
only provided on a consolidated basis." You confirm in the response you only have one
operating and reportable segment and Adjusted EBITDA is presented for the company as
a whole. IFRS 8 defines operating segment as a "component" (emphasis added) of an
entity. It appears clear from the basis for conclusions for IFRS 8 and predecessor
FirstName LastNameMathieu Bonnet
Comapany NameAllego N.V.
January 30, 2023 Page 2
FirstName LastName
Mathieu Bonnet
Allego N.V.
January 30, 2023
Page 2
guidance the core principle of segment information was regarded as a disaggregation of
an entity's information. Additionally, entity-wide disclosures required by IFRS 8 for
entities that have a single reportable segment do not call for an entity-wide or consolidated
measure of profit or loss used to assess performance and allocate resources. Accordingly,
it appears your presentation of Adjusted EBITDA in the notes to the financial statements
is not consistent with the core principle of IFRS 8 and thereby not permitted to be
disclosed in the notes to the financial statements. Please revise your disclosure
accordingly.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2023-01-26 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
filename1.htm
Document
January 26, 2023
Ken Schuler and Craig Arakawa
Division of Corporation Finance
Office of Industrial Applications and Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Albemarle Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Mr. Schuler and Mr. Arakawa:
We are supplementing the Company’s December 1, 2022 letter (the “December Response Letter”) to the staff (the "Staff") of the Securities and Exchange Commission (the "Commission" or the "SEC") and its January 9, 2023 letter to the Staff (the “January Response Letter”) that references the comments received from the Staff by letter dated November 3, 2022 (the “November Comment Letter”) and letter dated December 21, 2022 (the “December Comment Letter”), respectively, in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2021, filed on February 22, 2022 and amended on March 2, 2022 (the “2021 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the November Comment Letter and December Comment Letter. The questions are followed by the Company’s response thereto. Not all comments in the November Comment Letter or December Comment Letter are addressed in this supplemental response and such comments have been accordingly omitted from this response.
November Comment Letter
2021 Form 10-K
Mineral Properties, page 24
1. We note your responses to comments 1 through 4, 6 and 7 indicating you will revise your disclosures in your Form 10-K for the year ended December 31, 2022 and associated exhibits to comply with these comments. Due to the number of modifications to bring your filing to minimal compliance with Item 1300 of Regulation S-K, please amend your Form 10-K for the fiscal year ended December 31, 2021 to include your proposed revisions. Please revise to provide the:
•production disclosure proposed in your response to comment 1,
•resources disclosure proposed in your response to comment 2,
•resource and reserve disclosure proposed in your response to comment 3,
•metric tonne disclosure proposed in your response to comment 4,
•attributable resources and reserves disclosure proposed in your response to comment 6, and
Mr. Schuler and Mr. Arakawa
January 26, 2023
Page 2
•disclosure of key assumptions such as cutoff grade, price, and operating costs proposed in your response to comment 7.
For each of the revisions made in response to the aforementioned prior comments, please also identify for us the location of the respective revisions made in your amended filing.
Response
Disclosure responsive to this comment has been included in the Form 10-K/A filed by the Company on January 26, 2023 (the “Amendment”) as follows:
•production disclosure proposed in response to comment 1 in the Company’s October 12, 2022 letter to the Staff (the “October Response Letter”) has been included on pages 6 and 7 to the Amendment,
•resources disclosure proposed in response to comment 2 in the October Response Letter has been included on pages 7 and 22 to the Amendment,
•resource and reserve disclosure proposed in response to comment 3 in the October Response Letter has been included on pages 6, 7, 8, 14 and 22 to the Amendment,
•metric tonne disclosure proposed in response to comment 4 in the October Response Letter has been included on pages 6 to 24 to the Amendment,
•attributable resources and reserves disclosure proposed in response to comment 6 in the October Response Letter has been included on pages 8 and 22 to the Amendment, and
•disclosure of key assumptions such as cutoff grade, price, and operating costs proposed in response to comment 7 in the October Response Letter has been included on page 22 to the Amendment.
Greenbushes, Australia, page 30
2. We note your response to comment 5 stating in future filings you will include some of the information presented. Please amend your Form 10-K for the year ended December 31, 2021 and associated exhibits to include this explanation, disclose your cutoff grade calculation as an incremental or marginal cutoff grade and discuss the variance in sustaining capital as used in the cutoff grade compared to the resultant sustaining capital estimate found in Section 18.
Response
Disclosure responsive to this comment has been included on page 12 of the Amendment and page 116 and 124 to 125 of the revised technical report for the Company’s Greenbushes property filed as Exhibit 96.1 to the Amendment.
Exhibits 96.1 Greenbush
Pit Optimization, page ET-115
4. We note your response to comment 10 providing an explanation to the variance between the cutoff estimation costs and the operating costs found in your technical report. Please amend your exhibit to include this explanation with your cutoff grade estimation costs.
Response
Disclosure responsive to this comment has been included on pages 116 to 117 of the revised technical report for the Company’s Greenbushes property filed as Exhibit 96.1 to the Amendment.
Mr. Schuler and Mr. Arakawa
January 26, 2023
Page 3
Exhibits 96.1 Greenbush
Expansionary Capital Costs, page ET-208
5. We note your response to comment 11 stating you identified the errors in Tables 18-2 and 18-3. Please amend your exhibit and correct these tables.
Response
Disclosure responsive to this comment has been included on pages 212 to 213 of the revised technical report for the Company’s Greenbushes property filed as Exhibit 96.1 to the Amendment.
Exhibit 96.2 Wodgina
Mineral Resource and Mineral Reserve Estimates, page EU-10
6. We note your response to comment 12 stating in future filings you will disclose your resources and reserves based on your attributable ownership. Please amend your exhibits to report your resources and reserves based on your attributable ownership.
Response
Disclosure responsive to this comment has been included on pages 10 and 80 of the revised technical report for the Company’s Wodgina property filed as Exhibit 96.2 of the Amendment.
Exhibit 96.5 Jordan Bromine
Mineral Resource Estimates, page EX-8
7. We note your responses to comments 13 through 18 stating in future filings you will provide revised disclose in your technical report to comply with Item 1300 of Regulation S-K. Please amend your exhibit to:
•report your resources and reserves based on your attributable ownership in response to comment 13,
•report your measured, indicated and/or inferred mineral resources, specifying the volume, concentration, and contained bromine based on initial evaporation pond intake in response to comment 14,
•report your cut-off grade estimate for your resources with details about parameters, prices, and costs, similar to your example in response to comment 15,
•report the volume, concentration, and contained bromine of your reserves, similar to your example in response to comment 16,
•report your cut-off grade estimate for your reserves with details about parameters, prices, and costs in response to comment 17, and
•provide the additional disclosure regarding capital, operating costs estimates, and accuracy in response to comment 18.
Please also identify for us the location of the respective revisions made to your amended exhibit.
Response
Mr. Schuler and Mr. Arakawa
January 26, 2023
Page 4
Disclosure responsive to this comment has been included to the revised technical report for the Company’s Jordan Bromine property filed as Exhibit 96.5 to the Amendment:
•disclosure regarding resources and reserves based on attributable ownership as proposed in response to comment 13 in the October Response Letter has been included on pages 8, 47, 49 and 82 to 83 to the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding measured, indicated and/or inferred mineral resources proposed in response to comment 14 in the October Response Letter has been included on pages 8, 47 and 82 to the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding cut-off grade estimate for resources proposed in response to comment 15 in the October Response Letter has been added on pages 45, 47 and 49 to the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding the volume, concentration, and contained bromine of reserves as proposed in response to comment 16 in the October Response Letter has been included on pages 8, 11, 49 and 82 to 83 to the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding cut-off grade estimate for reserves as proposed in response to comment 17 in the October Response Letter has been included on pages 47 and 49 to the revised technical report for the Company’s Jordan Bromine property, and
•additional disclosure regarding capital, operating costs estimates, and accuracy as proposed in response to comment 18 in the October Response Letter has been included on page 69 to the revised technical report for the Company’s Jordan Bromine property.
Exhibit 96.6 Magnolia
Mineral Reserve Estimates, page EY-43
8. We note your responses to comments 19 through 21 stating in future filings you will provide revised disclose in your technical report to comply with Item 1300 of Regulation S-K. Please amend your exhibit to disclose:
•the cut-off grade estimate for your reserves with details about parameters, prices, and costs, similar to your example in response to comment 19,
•your qualified person’s opinion on your environmental compliance plans, similar to your example in response to comment 2, and
•your capital and operating costs estimates with the associated estimate of accuracy, similar to your example provided in response to comment 21
Please also identify for us the location of the respective revisions made to your amended exhibit.
Response
Disclosure responsive to this comment has been added to the revised technical report for the Company’s Magnolia property filed as Exhibit 96.6 to the Amendment:
•disclosure regarding the cut-off grade estimate for reserves, as proposed in response to comment 19 in the October Response Letter has been included on page 43 to the revised technical report for the Company’s Magnolia property,
•disclosure regarding the qualified person’s opinion on environmental compliance plans, as proposed in response to comment 20 in the October Response Letter has been included on pages 70 to 71 to the revised technical report for the Company’s Magnolia property, and
Mr. Schuler and Mr. Arakawa
January 26, 2023
Page 5
•disclosure regarding capital and operating costs estimates with the associated estimate of accuracy, as proposed in response to comment 21 in the October Response Letter has been included on page 72 to the revised technical report for the Company’s Magnolia property.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
General, page EZ-0
9. We note your responses to comments 22 through 29 stating in future filings you will provide revised disclose in your technical reports to comply with Item 1300 of Regulation S-K. Please amend your exhibits to:
•exclude all non-compliant disclaimers in response to comment 22,
•include a geologic cross-section and stratigraphic column for each property in response to comment 23,
•include the qualified person’s opinion on the adequacy of sample preparation, security, and analytical procedures, similar to your example in your response to comment 24,
•include the estimated metallurgical recoveries and the qualified person’s opinion on the adequacy of information, similar to your examples in your response to comment 25,
•include the qualified person’s opinion, similar to your examples in your response to comment 26,
•include the qualified person’s opinion in regards to modifying factors affecting your reserves, similar to your examples in your response to comment 27,
•include the annual numerical values for your life of mine production schedules, similar to your examples provided in Exhibits A, B and C in your response to comment 28, and
•include the five-year historical review of the commodity price with your price projection, similar to your examples in your response to comment 29.
Please also identify for us the location of the respective revisions made to your amended exhibit.
Response
Disclosure responsive to this comment has been added to the revised technical report for the Company’s Magnolia property filed as Exhibit 96.6 to the Amendment as follows:
•the non-compliant disclaimer has been removed from page xi of the revised technical report for the Company’s Magnolia property,
•disclosure regarding the qualified person’s opinion on the adequacy of sample preparation, security, and analytical procedures, as proposed in response to comment 24 in the October Response Letter has been included on page 40 of the revised technical report for the Company’s Magnolia property,
•disclosure regarding the qualified person’s opinion, as proposed in response to comment 26 in the October Response Letter has been included on page 41 of the revised technical report for the Company’s Magnolia property,
•disclosure regarding the qualified person’s opinion in regards to modifying factors affecting reserves, as proposed in response to comment 27 in the October Response Letter has been included on page 44 to the revised technical report for the Company’s Magnolia property,
•disclosure regarding the annual numerical values for the life of mine production schedules, as proposed in response to comment 28 in the October Response Letter has been included on pages 49 to 50 of the revised technical report for the Company’s Magnolia property, and
•disclosure regarding the five-year historical review of the commodity price with price projection, as proposed in response to comment 29 in the October Response Letter has been included on pages 61 to 62 of the revised technical report for the Company’s Magnolia property.
Mr. Schuler and Mr. Arakawa
January 26, 2023
Page 6
Disclosure responsive to this comment has been added to the revised technical report for the Company’s Jordan Bromine property filed as Exhibit 96.5 to the Amendment as follows:
•the non-compliant disclaimer has been removed from page vi of the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding the qualified person’s opinion on the adequacy of sample preparation, security, and analytical procedures, as proposed in response to comment 24 in the October Response Letter has been included on page 36 of the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding the qualified person’s opinion, as proposed in response to comment 26 in the October Response Letter has been included on page 41 of the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding the qualified person’s opinion in regards to modifying factors affecting reserves, as proposed in response to comment 27 in the October Response Letter has been included on page 49 of the revised technical report for the Company’s Jordan Bromine property,
•disclosure regarding the annual numerical values for the life of mine production schedules, as proposed in response to comment 28 in the October Response Letter has been included on page 56 of the revised technical report for the Company’s Jordan Bromine property, and
•disclosure regarding the five-year historical review of the commodity price with price projection, and as proposed in response to comment 29 in the October Response Letter has been included on pages 63 to 64 of the revised technical report for the Company’s Jordan Bromine property.
Disclosure responsiv
2023-01-09 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
filename1.htm
Document
January 9, 2023
Ken Schuler and Craig Arakawa
Division of Corporation Finance
Office of Industrial Applications and Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Albemarle Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Mr. Schuler and Mr. Arakawa:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) by letter dated December 21, 2022 (the “December Comment Letter”) in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2021, filed on February 22, 2022 and amended on March 2, 2022 (the “2021 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the Comment Letter. The questions are followed by the Company’s response thereto.
2021 Form 10-K
Controls and Procedures, page 127
1. We have read your response to comment 3 noting that you have re-assessed your conclusion on the effectiveness of your disclosure controls and procedures and that you believe that they were effective as of December 31, 2021. Based on the number and nature of the deficiencies noted, we continue to consider the omitted disclosures and information required to comply with SK 1300 to be material and do not agree with the conclusion of your re-assessment. Please revise to state that your disclosure controls and procedures were not effective as of December 31, 2021 in your amended Form 20-F.
Response
The Company acknowledges the Staff’s comment and will file an amendment to the 2021 Form 10-K (the “Form 10-K/A”) that includes an updated Item 9A. Controls and Procedures referenced in the first comment of the December Comment Letter in addition to the revisions proposed in the Company’s October 12, 2022 letter to the Staff (the “October Response Letter”) and December 1, 2022 letter to the Staff (the “December Response Letter”).
Item 9A. Controls and Procedures of the 2021 Form 10-K will be revised in the Form 10-K/A to read as follows (new language underlined and in bold):
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 2
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded in the Original Filing that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In connection with the preparation and filing of this Amendment No. 2, our principal executive officer and principal financial officer re-evaluated the effectiveness of the design and operation of our disclosure controls and procedures, taking into account the updated disclosures in the “Properties” section of, and the SEC Technical Report Summary exhibits filed with, this Amendment No. 2 responding to Item 601(b)(96) and subpart 1300 of Regulation S-K (the "Mining Disclosures"). Based on this re-evaluation and solely as a result of the updated Mining Disclosures included in this Amendment No. 2, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Because the Company has determined that it is not reasonably possible that the revision of the above-mentioned disclosures could result in a material misstatement of the financial statements, the Company has determined that its internal control over financial reporting was effective as of December 31, 2021 as set forth in the Original Filing.
Management’s report on internal control over financial reporting and the independent registered public accounting firm’s report are included in Item 8 under the captions entitled “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended December 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
Capital and Operating Cost, page EZ-8
2. We note your response to comment 10 and our review found a variance between your Magnolia operating costs as presented in Exhibit A and the Proved and Probable operating costs from Exhibit B. Please correct as necessary or provide an additional operating expense table with associated text in your report summary explaining the variance in operating costs. In addition, please provide complete column and row totals for all line items along with LOM totals. Please note combining columns is acceptable,
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 3
provided all numeric values are identical for all the combined columns and a description regarding this practice is included in the text of the technical report summary.
Response
The Company acknowledges the Staff’s comment and notes that the costs that were presented in Exhibit A of the December Response Letter correspond to the operational expenditures under the Proved Reserves Scenario (“1P Scenario”) while the figures included in Exhibit B correspond to the operational expenditures under both the 1P Scenario and the Proved + Probable Scenario (“2P Scenario”). These are distinct scenarios and the operational expenditures associated with each one of them are different.
The unit values associated with the Field & Plant and G&A components of the Operational Expenditures vary between the 1P Scenario and the 2P Scenario.
1P Scenario:
Average Field & Plant: $932.64/tonne of product
Average G&A: $460.31/tonne of product
2P Scenario:
Average Field & Plant: $870.02/tonne of product
Average G&A: $411.21/tonne of product
The Bromine production forecast for each year also varies between the 1P Scenario and the 2P Scenario as can be observed in the individual tables for each scenario. The annual production forecast for the 2P Scenario is always greater than the value forecasted under the 1P Scenario.
The difference between the individual costs for the 1P Scenario and the 2P Scenario is caused by the economies of scale of producing more saleable product under 2P Scenario, which generates a proportionate saving in costs gained by the increased level of production.
Table 18-1 Summary of Operating and Capital Expenses has been updated by adding a column for the consolidated final years and the LOM figures and was renamed Table 18-1 Summary of Operating and Capital Expenses (1P Scenario). A similar table named Table 18-2 Summary of Operating and Capital Expenses (2P Scenario) showing the operating costs and capital costs under the 2P Scenario will be added to Section 18 of the Magnolia Technical Report Summary in Exhibit 96.6 of the Form 10-K/A. The additional language and tables to be added or revised will read as follows:
The following tables contain details on Albemarle’s annual capital by major components and operating costs by major cost centers for the 1P (Proved Reserves) and 2P (Proved + Probable Reserves) scenarios. Columns beyond year 2031 have been combined and the values under 2032+ correspond to the sum of the individual figures through year 2069. When applicable, like in the case of well counts, the reported number corresponds to the annual average number of wells between the years 2032 and 2069.
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 4
Table 18-1 Summary of Operating and Capital Expenses (1P Scenario)
Table 18-2 Summary of Operating and Capital Expenses (2P Scenario)
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
Economic Analysis, page EZ-9
3 We note your response to comment 11 and our review found the plant feed flow, plant feed grade, and plant recovery are missing from your Magnolia and Jordan property cash flow analysis. In addition, the Jordan property minority interest costs do not reflect the ownership and an explanation may be necessary in the text. As noted above, please provide complete column and row totals for all line items along with LOM totals. Please note combining columns is acceptable, provided all numeric values are identical for all the combined columns and a description regarding this practice is included in the text of the technical report summary.
Response
The Company acknowledges the Staff’s comment and will comply with this comment to add the plant feed flow, plant feed grade and plant recovery to the Magnolia and Jordan property cash flow analysis. In addition, the Company will add complete column and row totals for all line items along with LOM totals to these tables.
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 5
With regard to the comment on the Jordan property minority interest costs, the Company would point the Staff to Section 19 Economic Analysis of the filed Jordan property technical report summary where the following is disclosed regarding the minority interest in the cash flow analysis:
Minority Interest: Calculated as 18.20 percent starting in Year 2022 through Year 2058 and is the amount of profit shared with APC; the remaining 82 percent is allocated to Albemarle.
The Minority Interest presented in the cash flow to calculate the net operating profit of the operation is based on the profit shared with Arab Potash Company pursuant to the joint venture agreement. The percentage of profit shared with Arab Potash Company varies based on the products sold during the period. The 18.2% of Minority Interest used in the cash flow is based on an average of recent historical minority interest paid.
The additional language and cash flow analysis tables to be added or revised in Section 19 Economic Analysis of the Jordan and Magnolia technical report summaries will read as follows:
Jordan
The QP has generated cash flow forecasts in real 2022$ terms. The results are summarized in the following tables. Columns beyond year 2031 have been combined and the values under 2032+ correspond to the sum of the individual figures through year 2058.
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 6
Table 19-1: Annual Cash Flow Summary – Proved Reserves – Spot Prices
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 7
Table 19-2: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 15%
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January 9, 2023
Page 8
Table 19-3: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 30%
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 9
Table 19-4: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 45%
Magnolia
Summaries of the cash flow analysis on an annual basis are shown in the following tables. Columns beyond year 2031 have been combined and the values under 2032+ correspond to the sum of the individual figures
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 10
through year 2069. When applicable, like in the case of well counts, the reported number corresponds to the annual average number of wells between the years 2032 and 2069.
Table 19-6: Annual Cash Flow Summary – Proved Reserves – Spot Prices
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 11
Table 19-7: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 15%
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 12
Table 19-8: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 30%
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January 9, 2023
Page 13
Table 19-9: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 45%
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January 9, 2023
Page 14
Table 19-10: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices
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January 9, 2023
Page 15
Table 19-11: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices less 15%
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January 9, 2023
Page 16
Table 19-12: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices less 30%
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 17
Table 19-13: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices less 45%
***
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 18
The Company appreciates the efforts of the Staff in reviewing our response to the Comment Letter. We are fully committed to working with the Commission to respond to your comments and to provide you with all the information you require. Accordingly, should you have any questions regarding the Company’s response to your comments, please contact Scott Tozier at (980) 299-5596.
Sincerely,
ALBEMARLE CORPORATION
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President, Chief Financial Officer
cc: J. Kent Masters
Chairman, President and Chief Executive Officer
Albemarle Corporation
Karen G. Narwold
Executive Vice President, Chief Administrative Officer
Albemarle Corporation
Kristin M. Coleman
Executive Vice President, General Counsel and Corporate Secretary
Albemarle Corporation
John C. Barichivich III
Vice President, Corporate Controller and Chief Accounting Officer
Albemarle Corporation
Sean M. Jones
K&L Gates LLP
2022-12-27 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm Document December 27, 2022 Ken Schuler, Craig Arakawa Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Albemarle Corporation Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 22, 2022 File No. 001-12658 Dear Mr. Schuler and Mr. Arakawa: In your letter dated December 21, 2022 (the “Staff Comment Letter”), you requested that we advise you when we would provide a response to your comments regarding our Form 10-K for fiscal year ended December 31, 2021. During our telephone conversation with you on December 27, 2022, we advised you that we would file our response to the Staff Comment Letter on, or before, Monday, January 9, 2023. If you have any questions, please do not hesitate to contact Scott Tozier at (980) 299-5596. Sincerely, ALBEMARLE CORPORATION /s/ SCOTT A. TOZIER Scott A. Tozier Executive Vice President, Chief Financial Officer
2022-12-21 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
December 21, 2022
Scott Tozier
Executive Vice President and Chief Financial Officer
Albemarle Corporation
4250 Congress St., Suite 900
Charlotte, NC 28209
Re:Albemarle Corporation
Form 10-K for the year ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Scott Tozier:
We have reviewed your December 1, 2022 response to our comment letter 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our November 3,
2022 letter.
Form 10-K
Controls and Procedures, page 127
1.We have read your response to comment 3 noting that you have re-assessed your
conclusion on the effectiveness of your disclosure controls and procedures and that you
believe that they were effective as of December 31, 2021. Based on the number and
nature of the deficiencies noted, we continue to consider the omitted disclosures and
information required to comply with SK 1300 to be material and do not agree with the
conclusion of your re-assessment. Please revise to state that your disclosure controls and
procedures were not effective as of December 31, 2021 in your amended Form 20-F.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
Capital and Operating Cost, page EZ-8
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
December 21, 2022 Page 2
FirstName LastName
Scott Tozier
Albemarle Corporation
December 21, 2022
Page 2
2.We note your response to comment 10 and our review found a variance between your
Magnolia operating costs as presented in Exhibit A and the Proved and Probable operating
costs from Exhibit B. Please correct as necessary or provide an additional operating
expense table with associated text in your report summary explaining the variance in
operating costs. In addition, please provide complete column and row totals for all line
items along with LOM totals. Please note combining columns is acceptable, provided all
numeric values are identical for all the combined columns and a description regarding this
practice is included in the text of the technical report summary.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
Economic Analysis, page EZ-9
3.We note your response to comment 11 and our review found the plant feed flow, plant
feed grade, and plant recovery are missing from your Magnolia and Jordan property cash
flow analysis. In addition, the Jordan property minority interest costs do not reflect the
ownership and an explanation may be necessary in the text. As noted above, please
provide complete column and row totals for all line items along with LOM totals. Please
note combining columns is acceptable, provided all numeric values are identical for all the
combined columns and a description regarding this practice is included in the text of the
technical report summary.
Please contact Ken Schuler at 202-551-3718 or Craig Arakawa at 202-551-3650 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
2022-12-19 - UPLOAD - ALLETE INC (ALE) (CIK 0000066756)
United States securities and exchange commission logo
December 19, 2022
Bethany M. Owen
Chair, President and Chief Executive Officer
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Re:ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
File No. 001-03548
Dear Bethany M. Owen:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-12-15 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP Allego N.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands December 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Robert Shapiro Mr. Doug Jones Re: Allego N.V. Form 20-F for the Fiscal Year Ended December 31, 2021 Filed May 13, 2022 File No. 001-41329 Ladies and Gentlemen: Set forth below are the responses of Allego N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (“we”, “our”, or the “Company”), to the comments received from the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by the letter dated December 1, 2022 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “Annual Report”). For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Annual Report. Securities and Exchange Commission December 15, 2022 Page 2 Form 20-F for the Fiscal Year Ended December 31, 2021 Item 5. Operating and Financial Review and Prospects A. Operating Results Results of Operations 2021 versus 2020 Revenue, page 46 1. Please quantify each factor cited so that investors may understand the magnitude of each. Refer to the introductory paragraph of Item 303(b) of Regulation S-K and section 501.04 of our Codification of Financial Reporting Policies. Response: The Company respectfully acknowledges the Staff’s comment and confirms that in future filings we will quantify, to the extent practicable, each material factor that affects our operating results For illustrative purposes, below is revised disclosure for the comparison of the year ended December 31, 2021 to the year ended December 31, 2020. Illustrative MD&A Explanation (in millions of €) Total charging revenue for the year ended December 31, 2020 14.9 Increase related to new chargers 5.6 Increase related to increase in number of sessions at pre-2021 chargers 4.4 Other 1.2 Total charging revenue for the year ended December 31, 2021 26.1 Revenue Revenue was € 86.3 million for the year ended December 31, 2021 compared to € 44.2 million for the year ended December 31, 2020. Revenue increased € 42.1 million, or 95%. Charging sessions revenue for the year ended December 31, 2021 increased € 11.2 million, or 75%, to € 26.1 million compared to € 14.9 million for the year ended December 31, 2020. During 2021, charging revenue increased (i) € 5.6 million from newly installed chargers, driven by a 33% increase in charging points and (ii) € 4.4 million from an increase in charging sessions at previously installed chargers, driven by a 69% increase in the number of charging sessions. There was a 29% increase in the utilization of the chargers year over year. The remaining increase in charging revenue of € 1.2 million was a result of various factors, including a 5% increase in average revenue per session, a 5% increase in average KWh consumption per session, and a 5% increase in the average duration of charging sessions. The increase in average revenue per session is due to the growing number of new cars with extended battery capacity being sold during the period, as well as higher sales prices on ultra-fast and fast chargers compared to slow chargers. Securities and Exchange Commission December 15, 2022 Page 3 As at December 31, 2021, Allego operated and owned charging stations predominantly in the Netherlands, Belgium, Germany and the United Kingdom. Service revenue increased across all revenue streams. Service revenue from the sale of charging equipment for the year ended December 31, 2021 increased € 22.1 million, or 145%, to € 37.3 million compared to € 15.2 million for the year ended December 31, 2020. Service revenue from installation services increased € 7.2 million, or 59%, to € 19.5 million for the year ended December 31, 2021 from € 12.3 million for the year ended December 31, 2020. Service revenue from operation and maintenance of charging equipment was € 3.4 million for the year ended December 31, 2021, compared to € 1.9 million for the year ended December 31, 2020, an increase of € 1.5 million, or 79%. The increase in service revenue was primarily due to a strong growth in demand for BtoB charging solutions and the continued development of the Mega-E roll out over Europe, which entails creating charging infrastructure in a larger part of Europe and resulted in an increase of service revenue of € 15.0 million and a partnership with Carrefour for the development of over 200 charging locations across France which resulted in an increase of service revenue of € 24.6 million. This increase is offset due to a lower number of other smaller contracts entered into during the year. Securities and Exchange Commission December 15, 2022 Page 4 Cost of sales, page 47 2. You state the decrease in the cost per session was due to maintenance costs being divided over a larger number of chargers and sessions. Your accounting policy for cost of sales of charging sessions does not refer to maintenance costs. Please explain to us and disclose as appropriate the maintenance costs associated with charging sessions and revise your accounting policy disclosure as appropriate. Response: The Company respectfully acknowledges the Staff’s comment and notes that maintenance costs included in cost of sales associated with charging sessions were less than € 1 million for each of the years ending December 31, 2020 and 2021, and were deemed immaterial for inclusion in the cost of sales accounting policy. However, the Company confirms that it will clarify its accounting policy disclosures for cost of sales in its future filings, including its Annual Report on Form 20-F for the year ending December 31, 2022. For illustrative purposes, see response to question 4 below for the revised disclosure. Notes to Consolidated Financial Statements Note 2.7 Summary of Significant Accounting Policies Note 2.7.3 Cost of sales, page F-21 3. It appears charging equipment and charging infrastructure you own are integral to the generation of charging session revenue. Please explain to us your rationale for not including depreciation of these in cost of sales of charging sessions. Response: The Company respectfully acknowledges the Staff’s comment. The Company considered guidance in IAS 1, Presentation of Financial Statements, in its presentation of the statement of profit or loss. IAS 1.99 requires the presentation of an analysis of expenses recognized in the statement of profit and loss using a classification based on either their nature or function within the entity, whichever provides information that is reliable and more relevant. IFRS does not prescribe the components of cost of sales and the allocation of expenses by function is based on management’s judgment. The Company classifies depreciation expenses within general and administrative expenses. Cost of sales is labeled as excluding depreciation. Based on management’s judgment, this presentation is more representative of how it viewed and managed the business and is in line with industry practice and peers in Europe. During 2022, management has continued to evaluate the Company’s business model following its public listing through a business combination with Spartan Acquisition Corp. III (the “Business Combination”). Using the proceeds from the Business Combination, management continues to invest in a more asset-intensive business model (e.g., the acquisition of Mega-E) and therefore depreciation expense is more clearly linked to cost of sales. Based on this evaluation, the Company expects to adopt a voluntary change to its accounting policy for the allocation and classification of depreciation expense to cost of sales and general and administrative expenses, effective December 31, 2022 applying the change retrospectively. Thereafter, the Company expects to allocate the depreciation expenses related to its charging equipment and charging infrastructure to cost of sales of charging sessions. The Company believes that this will result in a more relevant and reliable classification as it is better aligned with the IFRS conceptual framework and more consistent with our peer group, especially those in the United States. Management will disclose any such change to its accounting policy in its Annual Report on Form 20-F for the year ending December 31, 2022. Securities and Exchange Commission December 15, 2022 Page 5 4. You disclose service revenue from operation and maintenance (“O&M”) services of charging equipment owned by customers is recognized over time. You also disclose cost of sales related to the O&M contracts is recognized in the period in which the related revenue is recognized. Please explain to us why these costs are not recognized as incurred since the associated revenue is recognized over time. Response: The Company respectfully acknowledges the Staff’s comment. The Company notes that for service revenue from operation and maintenance of charging equipment, the period of recognition of the revenue matches the period of recognition of the cost of sales. This timing matches the period during which the costs are incurred. As a result, the costs are recognized as incurred, which is over time, and matches the revenue recognition pattern. The Company further confirms that it will clarify its accounting policy disclosures for cost of sales in its future filings, including in its Annual Report on Form 20-F for the year ending December 31, 2022. For illustrative purposes, below is a revised disclosure: “Cost of sales represents the electricity cost for the charging revenues, which is billed to the Group by utility companies, as well as maintenance costs. Cost of sales related to EPC contracts consists of the cost of charging equipment and the third-party service cost for the installation services including the establishment of the grid connection. Cost of sales related to the O&M contracts mainly consists of the third-party service cost (such as costs incurred for monitoring the state of charging poles, cleaning of charging poles, and data-related costs). These expenses are recognized in the period in which they are incurred.” Note 4. Segmentation, page F-41 5. You disclose the Group has one operating segment which also is its only reporting segment and “Adjusted EBITDA” is only provided on a consolidated basis. Please explain to us how your presentation of Adjusted EBITDA in the notes to the financial statements complies with IFRS 8 and is consistent with the core principle of this IFRS. Response: The Company respectfully acknowledges the Staff’s comment. The core principle of IFRS 8 is that an entity shall disclose information to enable users of its financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in which it operates. IFRS 8 (see also IFRS8.BC26) does not prescribe the way in which management should measure segment information. Instead, it requires the disclosure to be based on information reported to the chief operating decision maker (CODM). Securities and Exchange Commission December 15, 2022 Page 6 The CODM, who is responsible for assessing the performance of the operating segments and allocating resources, has been identified as the Executive Board of the Company. The Executive Board consists of the chief executive officer (CEO), the chief financial officer (CFO) and the chief technology officer (CTO). Based on the criteria within IFRS 8.7, the Company concluded that the CODM regularly reviews the operating results of the Company as a whole to make decisions about resources to be allocated and assess its performance. The CODM is routinely provided a report that includes the following: • Revenue, cost of sales, and gross margin disaggregated by charging revenue and combined service revenue streams; and • Revenue, cost of sales, and gross margin disaggregated by region. In addition, and most importantly, the report includes the following on a consolidated basis for the Company as a whole: • Adjusted EBITDA; • Employee expenses and full-time equivalents (FTEs); and • Operating expenses. The CODM is also provided with a report that includes consolidated financial information with respect to the Company’s operational performance measured via charging (asset) revenue and service revenue stemming from the number of charging sessions and the construction and operation of charging stations, as well as financial information such as gross margin by revenue stream and by region. The report includes financial information related to revenue, cost of goods sold and the contribution margin for each revenue stream. Any further information including operating results (such as EBITDA and OPEX), and the number of FTEs of the Company is provided on a total consolidated level and not broken down by component. Although all factors in the report are considered, Adjusted EBITDA is the key measure of profit or loss used by the CODM to assess performance and allocate resources. The CODM uses this measure to monitor funding and growth, and to decide on future business plans. It is also the key measure used within financial reporting to the Company’s lenders. Finally, it is also the key measure used within the Company’s presentations to investors. Adjusted EBITDA is adjusted for certain corporate-type expenses (e.g., restructuring costs, share-based payments, etc.) and other transactions and is reviewed regularly by the CODM. Discrete financial information is only available at a total consolidated level and therefore the Company concluded that there is only one operating (and therefore reportable) segment. Further, the Company has concluded that the CODM manages the business on a consolidated basis, as the Company’s main activity is enabling electrification through designing, building and the operation of charging solutions for electric vehicles in Europe. This one-operating segment view is how the CODM makes key operating decisions and assesses performance. This is evidenced by the fact that the financial information regularly reviewed by the CODM to allocate resources and assess performance is Adjusted EBITDA for the Company as a whole. Securities and Exchange Commission December 15, 2022 Page 7 IFRS 8.31 states that disclosure is required for a measure of profit or loss for each reportable segment. Therefore, as Adjusted EBITDA is the measure that is used by the CODM to assess performance and allocate resources, it is disclosed within Note 4. IFRS Example 8.37.1 states that measures are not required to be in accordance with, or consistent with, a measure defined in IFRS. A non-IFRS presentation will be acceptable, provided that it is clear about what constitutes the non-IFRS measure and that there is a clear and detailed reconciliation of the disclosed measure to the respective IFRS amount reported in the financial statements. The Company thereby included in Note 4 a reconciliation of Adjusted EBITDA reported to the CODM for the Company’s one reportable segment (which represents the Company as a whole) to loss before income tax in the consolidated statement of profit or loss. Please note that there is no aggregation of operating segments as the company only identified one single operating segment. *** If there are additional comments or questions, please do not hesitate to contact the undersigned or Alexander Lynch or Amanda Fenster of Weil, Gotshal & Manges LLP at (212) 310-897
2022-12-13 - CORRESP - ALLETE INC (ALE) (CIK 0000066756)
CORRESP
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December 13, 2022
Mr. Ethan Horowitz
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
RE: ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
Response dated October 26, 2022
Response dated November 18, 2022
File No. 001-03548
Dear Mr. Horowitz:
Set forth below is the response of ALLETE, Inc. to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter to the Company dated November 29, 2022 (the “comment letter”). References in this letter to “ALLETE”, “we”, “us”, “our”, or the Company mean ALLETE, Inc. Capitalized terms used but not defined in this letter have the meanings given to such terms in our Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).
For convenience of reference, the SEC Staff comments are reprinted below in italics and are followed by the Company’s response.
Response dated November 18, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 36
1.We note your response to prior comment 1. Please tell us how you considered providing disclosure that identifies and quantifies capital expenditures for climate-related projects.
Company Response:
As part of our disclosure controls and procedures, the Company evaluates a number of factors when considering providing disclosures in its filings regarding capital expenditures. These factors include the status of the regulatory process, asset ownership structure of the project, timing of expenditures, and the amount of expenditures, among other factors. The Company also considers uncertainties related to these factors that may be present when being considered for disclosure. As more information becomes available over time, the Company updates its disclosures as appropriate to provide investors material information related to planned capital expenditures.
For example, planned changes to Minnesota Power’s power supply are subject to a rigorous regulatory process that includes approval by the Minnesota Public Utilities Commission (MPUC) as part of an integrated resource plan (“IRP”), which Minnesota Power last filed in February 2021. There are often uncertainties that exist which make it difficult to quantify expected capital expenditures for planned resource changes. Further clarity regarding the amount and timing of project costs or the asset ownership structure may be needed. In addition, planned resource changes must go through a request for proposal process after being approved by the MPUC that will ultimately determine if a power supply resource will be Company-owned or owned by an unaffiliated party. As such, it can be difficult to quantify the capital expenditures related to planned resource changes.
Based on the information available at the time of filing its 2021 Form 10-K, the Company identified in its disclosures certain anticipated power supply resource changes proposed by Minnesota Power as detailed in its
Page 1 of 2
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
February 2021 IRP. These proposed resource changes included the planned addition of approximately 400 MW of new wind and solar energy resources, which is part of Minnesota Power’s clean-energy transition plan. In November 2022, Minnesota Power received approval of the February 2021 IRP, therefore the Company plans to provide additional disclosure in its Form 10-K for the year ended December 31, 2022 quantifying the climate-related capital expenditures for the remaining projects, including those noted in our response dated November 18, 2022.
We appreciate your assistance in this matter and will be pleased to provide additional information you may need. We believe this letter responds adequately to your comment, but if you have any further questions or comments regarding this letter on our response dated November 18, 2022, our letter dated October 26, 2022, or our 2021 Form 10-K, filed on February 16, 2022, please contact me at 218-355-3533 or at smorris@allete.com.
Sincerely,
/s/ Steven W. Morris
Steven W. Morris
Senior Vice President and Chief Financial Officer
ALLETE, Inc.
cc: Anuja A. Majmudar, Attorney-Adviser
Ethan Horowitz, Accounting Branch Chief
Bethany M. Owen, Chair, President and Chief Executive Officer
Page 2 of 2
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
2022-12-08 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
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ALTO INGREDIENTS, INC.
1300 South Second Street
Pekin, Ill 61554
December 8, 2022
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attention: Jane Park, Staff Attorney
Re: Alto Ingredients, Inc.
Registration Statement on Form
S-3 (File No. 333-268583)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “1933 Act”), Alto Ingredients, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-268583) (the “Registration Statement”),
so that it may be declared effective at 4:30 p.m. Eastern time on December 12, 2022, or as soon as practicable thereafter.
The Company hereby confirms that it is aware of
its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of
the securities specified in the Registration Statement.
It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton Sanders
LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti of Troutman Pepper
Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.
Very truly yours,
ALTO INGREDIENTS, INC.
By:
/s/ AUSTE M. GRAHAM
Auste M. Graham
Vice President, General Counsel & Secretary
2022-12-06 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
United States securities and exchange commission logo
December 6, 2022
Michael Kandris
President and Chief Executive Officer
Alto Ingredients, Inc.
1300 South Second Street
Pekin, Illinois 61554
Re:Alto Ingredients, Inc.
Registration Statement on Form S-3
Filed November 29, 2022
File No. 333-268583
Dear Michael Kandris:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Larry Cerutti, Esq.
2022-12-01 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
December 1, 2022
Mathieu Bonnet
Chief Executive Officer
Allego N.V.
Westervoortsedijk 73 KB
6827 AV Arnhem
The Netherlands
Re:Allego N.V.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed May 13, 2022
File No. 001-41329
Dear Mathieu Bonnet:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations
2021 versus 2020
Revenue, page 46
1.Please quantify each factor cited so that investors may understand the magnitude of each.
Refer to the introductory paragraph of Item 303(b) of Regulation S-K and section 501.04
of our Codification of Financial Reporting Policies.
FirstName LastNameMathieu Bonnet
Comapany NameAllego N.V.
December 1, 2022 Page 2
FirstName LastName
Mathieu Bonnet
Allego N.V.
December 1, 2022
Page 2
Cost of sales, page 47
2.You state the decrease in the cost per session was due to maintenance costs being divided
over a larger number of chargers and sessions. Your accounting policy for cost of sales of
charging sessions does not refer to maintenance costs. Please explain to us and disclose as
appropriate the maintenance costs associated with charging sessions and revise your
accounting policy disclosure as appropriate.
Notes to Consolidated Financial Statements
Note 2.7 Summary of Significant Accounting Policies
Note 2.7.3 Cost of sales, page F-21
3.It appears charging equipment and charging infrastructure you own are integral to the
generation of charging session revenue. Please explain to us your rationale for not
including depreciation of these in cost of sales of charging sessions.
4.You disclose service revenue from operation and maintenance (“O&M”) services of
charging equipment owned by customers is recognized over time. You also disclose cost
of sales related to the O&M contracts is recognized in the period in which the related
revenue is recognized. Please explain to us why these costs are not recognized as incurred
since the associated revenue is recognized over time.
Note 4. Segmentation, page F-41
5.You disclose the Group has one operating segment which also is its only reporting
segment and "Adjusted EBITDA" is only provided on a consolidated basis. Please
explain to us how your presentation of Adjusted EBITDA in the notes to the financial
statements complies with IFRS 8 and is consistent with the core principle of this IFRS.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-12-01 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
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December 1, 2022
Ken Schuler and Craig Arakawa
Division of Corporation Finance
Office of Industrial Applications and Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Albemarle Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Mr. Schuler and Mr. Arakawa:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) by letter dated November 3, 2022 (the “November Comment Letter”) in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2021, filed on February 22, 2022 and amended on March 2, 2022 (the “2021 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the November Comment Letter. The questions are followed by the Company’s response thereto.
2021 Form 10-K
Mineral Properties, page 24
1. We note your responses to comments 1 through 4, 6 and 7 indicating you will revise your disclosures in your Form 10-K for the year ended December 31, 2022 and associated exhibits to comply with these comments. Due to the number of modifications to bring your filing to minimal compliance with Item 1300 of Regulation S-K, please amend your Form 10-K for the fiscal year ended December 31, 2021 to include your proposed revisions. Please revise to provide the:
•production disclosure proposed in your response to comment 1,
•resources disclosure proposed in your response to comment 2,
•resource and reserve disclosure proposed in your response to comment 3,
•metric tonne disclosure proposed in your response to comment 4,
Mr. Schuler and Mr. Arakawa
December 1, 2022
Page 2
•attributable resources and reserves disclosure proposed in your response to comment 6, and
•disclosure of key assumptions such as cutoff grade, price, and operating costs proposed in your response to comment 7.
For each of the revisions made in response to the aforementioned prior comments, please
also identify for us the location of the respective revisions made in your amended filing.
Response
The Company acknowledges the Staff’s comment and will file, no later than December 19, 2022, an amendment to the 2021 Form 10-K (the “Form 10-K/A”) that includes the revisions proposed in the Company’s October 12, 2022 letter to the Staff (the “October Response Letter”) that are referenced in the first comment of the November Comment Letter. Concurrently with filing the Form 10-K/A, the Company will file a supplementary response to the November Comment Letter identifying the location of the revisions made in the Form 10-K/A. The Company considered these matters in preparing its original disclosures, but based on its initial interpretation of Item 601(b)(96) and subpart 1300 of Regulation S-K (the “Mining Disclosure Rules”), the Company determined that this information was not material and did not appear relevant to the Company’s business (e.g., since several of its larger extraction sites, such as the Dead Sea, are not traditional mines). However, the Company acknowledges the Staff’s interpretation of the Mining Disclosure Rules during the first year of their application and will file the Form 10-K/A to make the revisions.
Greenbushes, Australia, page 30
2. We note your response to comment 5 stating in future filings you will include some of the information presented. Please amend your Form 10-K for the year ended December 31, 2021 and associated exhibits to include this explanation, disclose your cutoff grade calculation as an incremental or marginal cutoff grade and discuss the variance in sustaining capital as used in the cutoff grade compared to the resultant sustaining capital estimate found in Section 18.
Response
The Company acknowledges the Staff’s comment and will file, no later than December 19, 2022, the Form 10-K/A and a revised technical report for the Company’s Greenbushes property that disclose the cutoff grade calculation as an incremental or marginal cutoff grade and discuss the variance in sustaining capital as used in the cutoff grade compared to the resultant sustaining capital estimate found in Section 18 of such technical report. These revisions reflect information that the Company did not include in its original disclosures based on its initial interpretation of the Mining Disclosure Rules and that does not materially change the Company’s overall disclosures; however, the Company acknowledges the SEC’s interpretation of the Mining Disclosure Rules during the first year of their application and will file the Form 10-K/A and revise the technical report to make the revisions.
Mr. Schuler and Mr. Arakawa
December 1, 2022
Page 3
9A. Controls and Procedures, page 127
3. In light of the revisions to your S-K 1300 disclosures and related technical reports, please reassess your conclusion that your disclosure controls and procedures were effective as of December 31, 2021.
Response
The Company advises the Staff that it has reassessed its conclusion that its disclosure controls and procedures were effective as of December 31, 2021. As part of this reassessment, the Company’s management carefully considered a number of factors, including established Commission guidance on such controls and procedures, the overall design of the Company’s disclosure controls and procedures, and the information contained in the 2021 Form 10-K and related technical reports in relation to the comments raised by the Staff. Following this reassessment and as further described below, the Company’s management concluded that the Staff comments were reflective of conscious decisions made within the framework of the Company’s disclosure controls and procedures during the first year of compliance with the Mining Disclosure Rules rather than material errors or substantive omissions. The Company’s disclosure decisions were based upon its interpretations of the Mining Disclosure Rules and resulted from, among other things, consultation with two third-party experts which were each assisting numerous other companies in complying with the Mining Disclosure Rules during their first year of application as well as the Company’s participation in roundtable discussions with other registrants with mining operations. Additionally, the Company’s management believes that the additional information to be included in the Form 10-K/A and revised technical reports requested by the Staff on the whole constitutes useful information, but that such information does not materially change the Company’s overall disclosures. As a result, the Company’s management again reached the conclusion that the Company’s disclosure controls and procedures were effective as of December 31, 2021.
Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires issuers to maintain disclosure controls and procedures and requires each issuer’s management to evaluate the effectiveness of the issuer’s disclosure controls and procedures as of the end of each fiscal quarter. In the Adopting Release for Rule 13a-15 (Certification of Disclosure, SEC Release No. 33-8124; 34-46427, August 29, 2002), the Commission noted that Rule 13a-15 “require[s] an issuer to maintain disclosure controls and procedures to provide reasonable assurance that the issuer is able to record, process, summarize and report the information required in the issuer’s Exchange Act reports.” The Commission stated that these disclosure controls and procedures should: (i) “ensure timely collection and evaluation of information potentially subject to disclosure” under the requirements of Regulation S-K and other Exchange Act rules; (ii) “capture information that is relevant to an assessment of the need to disclose developments and risks that pertain to the issuer’s businesses”; and (iii) “cover information that must be evaluated in the context of the disclosure requirement of Exchange Act Rule 12b-20.” Further, the Staff has recognized that the effectiveness of internal control systems is subject to inherent limitations, including the exercise of judgment (Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
Mr. Schuler and Mr. Arakawa
December 1, 2022
Page 4
SEC Release No. 33-8810, 34-55929, June 27, 2007). In reassessing its disclosure controls and procedures, which are described further below, the Company did not find any failure in the timely collection and evaluation of information subject to disclosure under the Exchange Act, the capture of information relevant to assessing the need to disclose business developments and risks, or covering information that must be evaluated in the context of Rule 12b-20. Instead, the Company found that the Staff’s comments were generally reflective of conscious decisions and the exercise of judgment by the Company in preparing its disclosures called for by the Mining Disclosure Rules during their first year of application. The Company believes these decisions and judgments are an inherent part of all disclosure controls and procedures and are not evidence of the Company’s disclosure controls and procedures failing to provide reasonable assurance in meeting their objectives.
The Company’s disclosure controls and procedures are designed with numerous protocols and features the Company believes provide reasonable assurance that information required to be disclosed is reported accurately and in a timely fashion:
•The Company’s SEC reporting team is responsible for gathering information for and preparing Exchange Act reports. The SEC reporting team utilizes disclosure checklists to ensure the appropriate information is included in such reports and regularly meets internally and with third-party experts, including the Company’s outside legal counsel and the qualified persons described below, to discuss the Exchange Act reports, ensure that the Exchange Act reports include all required information, and update the Exchange Act reports based on discussion and input from the Company’s Disclosure Committee and third-party experts.
•The Company’s Disclosure Committee, which includes the Company’s Chief Financial Officer and Chief Accounting Officer, as well as members of the Company’s Finance, Legal and Tax teams and representatives of each global business unit, meets on a quarterly basis and more frequently as appropriate to review the information included in the Company’s Exchange Act reports and discuss particular items and disclosure topics. The variety of expertise represented on the Disclosure Committee is in recognition of the wide variety of subject matters that are addressed in Exchange Act reports. Additionally, the Disclosure Committee’s process is reviewed by the Company’s Director of Controls and Audit.
•Material disclosure items noted by the Disclosure Committee are discussed with the Company’s Board of Directors and/or Audit and Finance Committee, as appropriate.
The Company believes its preparation for compliance with the Mining Disclosure Rules was thorough and appropriately conducted within the framework of its disclosure controls and procedures. The process of preparing the 2021 Form 10-K and related technical reports included, among other things, the following:
•Engaging SRK Consulting (U.S.), Inc. (“SRK”) and RPS Energy Canada Ltd. and RESPEC Consulting Inc. (together, “RPS”) in early 2020 to begin preparing the technical reports. The
Mr. Schuler and Mr. Arakawa
December 1, 2022
Page 5
Company selected SRK and RPS as qualified persons (“QPs”) on the basis of their experience with hard rock and solution mining, their experience with lithium, their experience working with U.S. public companies on Exchange Act disclosures, their experience with compliance under other CRIRSCO-based mining codes (including Australia, Chile, and Canada), and their internal controls and processes to support sufficient and appropriate disclosures. Additionally, SRK and RPS were already familiar with the Company’s operations from prior engagements.
•Meeting with representatives of SRK and RPS hundreds of times over approximately two years in developing disclosures under the Mining Disclosure Rules. The Company’s participants in such meetings included representatives from its various business units, Lithium and Bromine Resource Development teams, SEC reporting team, internal audit team and in-house legal department. With respect to disclosure controls and procedures, these meetings addressed oversight of the QPs to ensure their processes and procedures were appropriately applied, review of proposed disclosures, review of the QPs’ Mining Disclosure Rules checklists, discussion regarding the QPs’ recommendations on disclosures, and ensuring that information that was included in the 2021 Form 10-K and related technical reports was both material and relevant to the Company’s business.
•Discussing with the QPs as to how their other clients were responding to the new Mining Disclosure Rules to ensure that the Company’s disclosures would be consistent with industry practice. The Company’s management also participated in several industry roundtables in which the Mining Disclosure Rules and the underlying disclosure controls and procedures were discussed.
In light of its reassessment of its disclosure controls and procedures, including their application to the Mining Disclosure Rules, the Company does not believe that the Staff’s comments are indicative of ineffective disclosure controls and procedures. The Company is committed to best practices in its public disclosures and, as a result, will defer to and accommodate the Staff’s positions, but the Company does not believe that any such deference or accommodation indicates a failure of its disclosure controls and procedures in preparing the original disclosures or an acknowledgment that the additional information to be included in the Form 10-K/A or revised technical reports constitutes material information that was omitted by the Company.
In reviewing the Staff’s comment letter of September 14, 2022 (the “September Comment Letter”), the Company found it helpful to categorize the Staff’s comments regarding the Mining Disclosure Rules into roughly four categories as described further below: (i) matters of interpretation of the new rules in their first year of application, (ii) the deliberate exclusion of information the Company did not consider to be material and did not appear relevant to its business, (iii) requests for additional explanation or information that the Company did not include in its original disclosures based on its initial interpretation of the Mining Disclosure Rules, and (iv) minor deviations from the Mining Disclosure Rules made in the exercise of the Company’s judgment as to disclosure most fitting for its particular business and which do not render the related disclosures inadequate or misleading.
Mr. Schuler and Mr. Arakawa
December 1, 2022
Page 6
(i)The following issues were evaluated by the Company in preparing its original disclosures and reflect its initial interpretation of the Mining Disclosure Rules:
othe Company interpreted the requirement to disclose aggregate annual production to mean all properties’ production of a product rather than the aggregate production of each individual site (comment 1 in the September Comment Letter);
othe Company provided information regarding its attributable ownership in footnotes and narrative disclosure rather than in tables reporting resources and reserves (comments 3, 6, 12, and 13 in the September Comment Letter);
ocertain QP opinions were not ex
2022-11-29 - UPLOAD - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
United States securities and exchange commission logo
November 29, 2022
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
Dear Zhe Zhang:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2022-11-29 - UPLOAD - ALLETE INC (ALE) (CIK 0000066756)
United States securities and exchange commission logo
November 29, 2022
Bethany M. Owen
Chair, President and Chief Executive Officer
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Re:ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Response dated November 18, 2022
File No. 001-03548
Dear Bethany M. Owen:
We have reviewed your November 18, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 4, 2022 letter.
Response dated November 18, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
1.We note your response to prior comment 1. Please tell us how you considered providing
disclosure that identifies and quantifies capital expenditures for climate-related projects.
FirstName LastNameBethany M. Owen
Comapany NameALLETE, Inc.
November 29, 2022 Page 2
FirstName LastName
Bethany M. Owen
ALLETE, Inc.
November 29, 2022
Page 2
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-11-18 - CORRESP - ALLETE INC (ALE) (CIK 0000066756)
CORRESP
1
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Document
November 18, 2022
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
Washington, D.C. 20549
RE: ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
Response dated October 26, 2022
File No. 001-03548
Dear Mr. Horowitz:
Set forth below is the response of ALLETE, Inc. to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter to the Company dated November 4, 2022 (the “comment letter”). References in this letter to “ALLETE”, “we”, “us”, “our”, or the Company mean ALLETE, Inc. Capitalized terms used but not defined in this letter have the meanings given to such terms in our Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).
For convenience of reference, the SEC Staff comments are reprinted below in italics and are followed by the Company’s response.
Response dated October 26, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 36
1.Your response to prior comment 2 does not appear to provide information regarding future capital expenditures for climate-related projects. Please tell us about and quantify climate-related capital expenditures made during 2022 and amounts budgeted for future periods.
Company Response:
In 2022, the Company has made capital expenditures totaling $22.5 million for the nine months ended September 30, 2022 related to approximately 20 MW of solar energy projects being constructed in Minnesota that support, in part, Minnesota Power’s clean energy transition plans, which include its vision of delivering 100 percent carbon-free energy to customers by 2050. Capital expenditures of approximately $43.6 million related to these solar energy projects are expected for the full year 2022. This compares to total capital expenditures of approximately $155 million for the nine months ended September 30, 2022 and total capital expenditures of approximately $240 million expected for the full year 2022.
During the years 2023 through 2027, the Company expects to incur additional capital expenditures to support Minnesota Power’s clean-energy transition plans. These planned capital expenditures include approximately $300 million to build 200 MW of solar energy facilities, approximately $185 million to build 200 MW of wind energy facilities in partnership with others, and approximately $20 million to establish a storage energy pilot project.
Page 1 of 2
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
2.In response to prior comment 4, you state that you "have experienced increasing rates and deductibles for property insurance, and lower sub-limits for natural perils such as flooding and severe storms, with a larger impact at wind energy facilities located in areas more susceptible to these weather events." Tell us how you considered providing disclosure regarding these changes and future period weather-related impacts to the cost or availability of insurance.
Company Response:
As part of our disclosure controls and procedures, the Company evaluates a number of factors when considering whether to provide disclosures in its filings. The Company considered the change in premiums from 2019 through 2021 to be immaterial in relation to the approximately $260 million annual operating and maintenance expenses in those years, especially when we considered the $700 million increase in property, plant, and equipment balances over the same time period. We also have not been materially impacted by the increased deductibles or lower sub-limits for wind energy facilities to date and at this time do not expect to be impacted materially in the future as these changes have been largely specific to areas more susceptible to natural perils, such as Oklahoma where our Diamond Spring and Caddo wind energy facilities are located. The majority of the Company’s operations are not located in Oklahoma or other areas we consider more susceptible to these natural perils. We will continue to consider for disclosure current and future weather-related impacts to the cost or availability of insurance as part of our disclosure controls and procedures, and will provide disclosures in our filings when those impacts become or are expected to become material.
We appreciate your assistance in this matter and will be pleased to provide additional information you may need. We believe this letter responds adequately to your comment, but if you have any further questions or comments regarding this letter on our response dated October 26, 2022 or our 2021 Form 10-K, filed on February 16, 2022, please contact me at 218-355-3533 or at smorris@allete.com.
Sincerely,
/s/ Steven W. Morris
Steven W. Morris
Senior Vice President and Chief Financial Officer
ALLETE, Inc.
cc: Anuja A. Majmudar, Attorney-Adviser
Ethan Horowitz, Accounting Branch Chief
Bethany M. Owen, Chair, President and Chief Executive Officer
Page 2 of 2
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
2022-11-17 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
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Steven Glauberman
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Email: sglauberman@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
November 17, 2022
VIA EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attention:
Ms. Babette Cooper,
Ms. Jennifer Monick
Re:
Alpha Star Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
To the Reviewing Staff Members of the Commission:
We are in receipt of Staff’s comments on November 14, 2022 regarding
Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 30, 2022. As requested by the Staff, we have provided responses to the
questions raised by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.
Response: In response to the Staff’s comments, the
Company plans to add the following disclosure as part of the risk factors in its filing in the future.
The fact that our sponsor is,
is controlled by, and has substantial ties with a non-U.S. person could impact our ability to complete our initial business combination.
We may not be able to complete an initial business combination
with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by
a U.S. government agency such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Our sponsor, A-Star Management Corp., is controlled by our
Chairman and Chief Executive Officer Zhe Zhang, who is a Chinese citizen. Our sponsor will own approximately 22.88% of the outstanding
shares of us after we complete the initial public offering. Certain federally licensed businesses in the United States, such as broadcasters
and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized
to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of
such transactions on the national security of the United States. Because we may be considered a “foreign person” under such
rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our initial business
combination with any potential target company falls within the scope of foreign ownership restrictions, we may be unable to consummate
a business combination with such business. In addition, if our business combination falls within CFIUS’s jurisdiction, we may be
required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining
CFIUS clearance.
Moreover, the process of government review, whether by CFIUS
or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (9 months, or up to 21
months, if we extend the time to complete a business combination as described in this prospectus), our failure to obtain any required
approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive the
cash held in the trust account, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.
Very truly yours,
By:
/s/ Steven Glauberman
Name:
Steven Glauberman
2022-11-16 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm Document November 16, 2022 Ken Schuler, Craig Arakawa Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Albemarle Corporation Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 22, 2022 File No. 001-12658 Dear Mr. Schuler and Mr. Arakawa: In your letter dated November 3, 2022 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Form 10-K for fiscal year ended December 31, 2021 within ten business days or advise you when we would provide a response. During our telephone conversation with you on November 16, 2022, we advised you that we would like to request an extension of time to provide a response in order to collect additional information to address certain disclosure requests. Accordingly, we respectfully request an extension until Monday, December 5, 2022 to file our response to the Staff Comment Letter. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Scott Tozier at (980) 299-5596. Sincerely, ALBEMARLE CORPORATION /s/ SCOTT A. TOZIER Scott A. Tozier Executive Vice President, Chief Financial Officer
2022-11-14 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
November 14, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK 0001725332)
Registration Statement No. 333-267580 on Form F-3 (the “Registration Statement”)
Ladies and Gentlemen:
Safe-T Group Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on November 16, 2022, at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.
Very truly yours,
Safe-t group LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2022-11-14 - UPLOAD - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
United States securities and exchange commission logo
November 14, 2022
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 001-41153
Dear Zhe Zhang:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
November 14, 2022 Page 2
FirstName LastName
Zhe Zhang
Alpha Star Acquisition Corp
November 14, 2022
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have any questions regarding our comment.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2022-11-04 - UPLOAD - ALLETE INC (ALE) (CIK 0000066756)
United States securities and exchange commission logo
November 4, 2022
Bethany M. Owen
Chair, President and Chief Executive Officer
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Re:ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Response dated October 26, 2022
File No. 001-03548
Dear Bethany M. Owen:
We have reviewed your October 26, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2022 letter.
Response dated October 26, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
1.Your response to prior comment 2 does not appear to provide information regarding
future capital expenditures for climate-related projects. Please tell us about and quantify
climate-related capital expenditures made during 2022 and amounts budgeted for future
periods.
FirstName LastNameBethany M. Owen
Comapany NameALLETE, Inc.
November 4, 2022 Page 2
FirstName LastName
Bethany M. Owen
ALLETE, Inc.
November 4, 2022
Page 2
2.In response to prior comment 4, you state that you "have experienced increasing rates and
deductibles for property insurance, and lower sub-limits for natural perils such as flooding
and severe storms, with a larger impact at wind energy facilities located in areas more
susceptible to these weather events." Tell us how you considered providing disclosure
regarding these changes and future period weather-related impacts to the cost or
availability of insurance.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-11-03 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
November 3, 2022
Scott Tozier
Executive Vice President and Chief Financial Officer
Albemarle Corporation
4250 Congress St., Suite 900
Charlotte, NC 28209
Re:Albemarle Corporation
Form 10-K for the year ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Scott Tozier:
We have reviewed your October 12, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
September 14, 2022 letter.
FORM 10-K
Mineral Properties, page 24
1.We note your responses to comments 1 through 4, 6 and 7 indicating you will revise your
disclosures in your Form 10-K for the year ended December 31, 2022 and associated
exhibits to comply with these comments. Due to the number of modifications to bring
your filing to minimal compliance with Item 1300 of Regulation S-K, please amend your
Form 10-K for the fiscal year ended December 31, 2021 to include your proposed
revisions. Please revise to provide the:
•production disclosure proposed in your response to comment 1,
•resources disclosure proposed in your response to comment 2,
•resource and reserve disclosure proposed in your response to comment 3,
•metric tonne disclosure proposed in your response to comment 4,
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
November 3, 2022 Page 2
FirstName LastNameScott Tozier
Albemarle Corporation
November 3, 2022
Page 2
•attributable resources and reserves disclosure proposed in your response to comment
6, and
•disclosure of key assumptions such as cutoff grade, price, and operating costs
proposed in your response to comment 7.
For each of the revisions made in response to the aforementioned prior comments, please
also identify for us the location of the respective revisions made in your amended filing.
Greenbushes, Australia, page 30
2.We note your response to comment 5 stating in future filings you will include some of the
information presented. Please amend your Form 10-K for the year ended December 31,
2021 and associated exhibits to include this explanation, disclose your cutoff grade
calculation as an incremental or marginal cutoff grade and discuss the variance in
sustaining capital as used in the cutoff grade compared to the resultant sustaining capital
estimate found in Section 18.
9A. Controls and Procedures, page 127
3.In light of the revisions to your S-K 1300 disclosures and related technical reports, please
reassess your conclusion that your disclosure controls and procedures were effective as of
December 31, 2021.
Exhibits 96.1 Greenbush
Pit Optimization, page ET-115
4.We note your response to comment 10 providing an explanation to the variance between
the cutoff estimation costs and the operating costs found in your technical report. Please
amend your exhibit to include this explanation with your cutoff grade estimation costs.
Exhibits 96.1 Greenbush
Expansionary Capital Costs, page ET-208
5.We note your response to comment 11 stating you identified the errors in Tables 18-2 and
18-3. Please amend your exhibit and correct these tables.
Exhibit 96.2 Wodgina
Mineral Resource and Mineral Reserve Estimates, page EU-10
6.We note your response to comment 12 stating in future filings you will disclose your
resources and reserves based on your attributable ownership. Please amend your exhibits
to report your resources and reserves based on your attributable ownership.
Exhibit 96.5 Jordan Bromine
Mineral Resource Estimates, page EX-8
7.We note your responses to comments 13 through 18 stating in future filings you will
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
November 3, 2022 Page 3
FirstName LastNameScott Tozier
Albemarle Corporation
November 3, 2022
Page 3
provide revised disclose in your technical report to comply with Item 1300 of Regulation
S-K. Please amend your exhibit to:
•report your resources and reserves based on your attributable ownership in response
to comment 13,
•report your measured, indicated and/or inferred mineral resources, specifying the
volume, concentration, and contained bromine based on initial evaporation pond
intake in response to comment 14,
•report your cut-off grade estimate for your resources with details about parameters,
prices, and costs, similar to your example in response to comment 15,
•report the volume, concentration, and contained bromine of your reserves, similar to
your example in response to comment 16,
•report your cut-off grade estimate for your reserves with details about parameters,
prices, and costs in response to comment 17, and
•provide the additional disclosure regarding capital, operating costs estimates, and
accuracy in response to comment 18.
Please also identify for us the location of the respective revisions made to your amended
exhibit.
Exhibit 96.6 Magnolia
Mineral Reserve Estimates, page EY-43
8.We note your responses to comments 19 through 21 stating in future filings you
will provide revised disclose in your technical report to comply with Item 1300 of
Regulation S-K. Please amend your exhibit to disclose:
•the cut-off grade estimate for your reserves with details about parameters, prices, and
costs, similar to your example in response to comment 19,
•your qualified person’s opinion on your environmental compliance plans, similar to
your example in response to comment 2, and
•your capital and operating costs estimates with the associated estimate of accuracy,
similar to your example provided in response to comment 21
Please also identify for us the location of the respective revisions made to your amended
exhibit.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
General, page EZ-0
9.We note your responses to comments 22 through 29 stating in future filings you
will provide revised disclose in your technical reports to comply with Item 1300 of
Regulation S-K. Please amend your exhibits to:
•exclude all non-compliant disclaimers in response to comment 22,
•include a geologic cross-section and stratigraphic column for each property in
response to comment 23,
•include the qualified person’s opinion on the adequacy of sample preparation,
security, and analytical procedures, similar to your example in your response to
comment 24,
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
November 3, 2022 Page 4
FirstName LastNameScott Tozier
Albemarle Corporation
November 3, 2022
Page 4
•include the estimated metallurgical recoveries and the qualified person’s opinion on
the adequacy of information, similar to your examples in your response to comment
25,
•include the qualified person’s opinion, similar to your examples in your response to
comment 26,
•include the qualified person’s opinion in regards to modifying factors affecting your
reserves, similar to your examples in your response to comment 27,
•include the annual numerical values for your life of mine production schedules,
similar to your examples provided in Exhibits A, B and C in your response to
comment 28, and
•include the five-year historical review of the commodity price with your price
projection, similar to your examples in your response to comment 29.
Please also identify for us the location of the respective revisions made to your amended
exhibit.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6A
Capital and Operating Cost, page EZ-8
10.We note your response to comment 30 stating in future filings you will provide additional
details regarding capital and operating costs by major line items, including operational
costs disclosed by major cost centers and annual reclamation costs. Please amend your
exhibits to include the details regarding capital and operating costs by line items,
including operational costs disclosed by major cost center and annual reclamation costs.
Please note combining columns is acceptable, provided all numeric values are identical for
the combined columns and a statement regarding this practice is included with your
presentation.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6A
Economic Analysis, page EZ-9
11.We note your response to comment 31 stating in future filings you will provide numerical
values for your annual cash flow, including annual production, salable product quantities,
revenues, major cost centers, taxes & royalties, capital, and final closure costs. Please
amend your exhibits to include numerical values for our annual cash flow, including your
annual production, salable product quantities, revenues, major cost centers, taxes
& royalties, capital, and final closure costs. Please note combining columns is acceptable,
provided all numeric values are identical for the combined columns and a statement
regarding this practice is included with your presentation.
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
November 3, 2022 Page 5
FirstName LastName
Scott Tozier
Albemarle Corporation
November 3, 2022
Page 5
Please contact Ken Schuler at 202-551-3718 or Craig Arakawa at 202-551-3650 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
2022-10-28 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
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Safe-T
Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
October 28, 2022
Via EDGAR
Austin Pattan
Jan Woo
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Re:
Safe-T Group Ltd. (the “Company,” “we,” “our” and similar terminology)
Amendment No. 1 to Registration Statement on Form F-3 (“Amendment No. 1”)
Submitted October 28, 2022
File No. 333-267580
Dear Sirs:
The purpose of this letter
is to respond to the comment letter of October 20, 2022, received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the registration statement on Form F-3 filed on September 23, 2022 (File
No. 333-267580). For your convenience, your original comments appear in bold text, followed by our response. We are concurrently filing
Amendment No. 1 to the registration statement on Form F-3 (“Amendment No. 1).
Page references in our response
are to the Amendment No. 1. Unless otherwise stated, any defined terms in the Amendment No. 1 apply within this letter.
Amendment No. 1 Registration Statement on Form F-3
ORB Funding, page 1
1.
Please revise to describe all material terms of the ORB funding agreement, including the vesting schedule. For example, we note that Section 3.2.4 of the agreement provides examples of different potential outcomes with respect to ORB's exercise of warrants under the vesting schedule. Your revised disclosure should clearly describe the intended vesting schedule and these examples.
Response: We have revised our disclosure
on pages 1-2 of the Amendment No. 1 in response to the Staff’s comment.
We respectfully advise the
Staff that an amendment (the “Amendment”) to the ORB Agreement was signed on October 27, 2022 to provide for a cancellation
of the Milestones (as defined in the ORB Agreement) as well as removed any discretion previously granted to ORB in connection with the
additional $2 million funding (through Tranches 3-8, as defined in the ORB Agreement).
2.
Please provide us with your analysis as to
your eligibility to register the resale of the ADS representing ordinary shares underlying the warrants pursuant to the ORB Agreement.
As part of your response, disclose the dates on which the warrants were issued and why you believe the private placement has been completed
given the vesting schedule and requirement to achieve certain milestones. In a PIPE transaction, a registered resale of securities is
permitted where the investor is irrevocably bound to purchase a set number of securities for a set purchase price that is not based on
a market price or a fluctuating ratio. In addition, there can be no conditions that an investor can cause not to be satisfied,
including conditions related to market price of the securities or
investor’s satisfactory completion of its due diligence requirements. For guidance, refer to Securities Act Sections Compliance
& Disclosure Interpretation 139.11.
Response: We respectfully advise the Staff
that pursuant to the closing of the private placement the private placement has been completed and therefore the ADS representing ordinary
shares underlying the Warrants may be validly registered based on the following analysis:
The Warrants (including the
2,068,966 Series A Warrants with a fixed exercise price of US$0.725, 344,828 Series B Warrants with a fixed exercise price of US$1.45,
2,222,222 Series C Warrants with a fixed exercise price of US$0.675 and 370,370 Series D Warrants with a fixed exercise price of US$1.35)
were all issued on August 11, 2022, which was before the Registration Statement was filed. All of the Warrants are currently outstanding,
and each of the Warrants includes a fixed exercise price that was in place prior to the filing of the Registration Statement (subject
only to customary anti-dilution provisions for splits, dividends etc.).
Further, following the Amendment,
the vesting is either based on the passage of time or the remaining amounts of funding not having been withdrawn by the Company from the
Facility. Following the Amendment, other than the additional withdrawals, which are solely in the discretion of the Company and not ORB,
there are no further conditions to the vesting of the Warrants besides time-based vesting. The Warrants were intended to be consideration
for the funding from ORB as an initial private placement that was completed prior to the filing of the Registration Statement and ORB
was irrevocably bound at such time. Nonetheless, in order to further clarify that ORB is fully at risk with respect to the Warrants, the
parties agreed to enter into the Amendment to remove any control by ORB over the vesting conditions.
Based on the foregoing factors, we believe that
all of the factors listed in Securities Act Sections Compliance & Disclosure Interpretation 139.11 to be considered a completed private
placement have been met and we continue to believe we are eligible to register the resale of the ADS.
Exhibits
3.
Please file the ORB funding agreement as an exhibit.
Response: We have added the ORB Agreement
to the exhibit list as Exhibit 10.1 and filed the above-mentioned amendment thereto as Exhibit 10.2.
We respectfully advise the
Staff that pursuant to your separate oral request and pursuant to Rule 418 promulgated under the Securities Act of 1933, as amended, the
Company has separately supplementally provided the Staff with an unredacted copy of the ORB Agreement together with all schedules and
exhibits through the Kiteworks portal together with a separate letter to the Staff and the Freedom of Information Act Office of the Commission,
with respect to your comment herein.
* * *
2
The Company appreciates your
comments and welcomes the opportunity to discuss the foregoing responses with you. Please call the Company’s attorneys, Howard Berkenblit
at (617) 338-2979, Oded Har-Even at (212) 660-5002 or Isaac Pasha at (+972) 074-758-0480, of Sullivan & Worcester LLP, if you have
any questions or require additional information.
Sincerely,
By:
/s/ Shachar Daniel
Name:
Shachar Daniel
Title:
Chief Executive Officer
cc: Howard Berkenblit, Oded Har-Even, Esq. and Isaac Pasha, Esq., Sullivan
& Worcester LLP
3
2022-10-26 - CORRESP - ALLETE INC (ALE) (CIK 0000066756)
CORRESP
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October 26, 2022
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
Washington, D.C. 20549
RE: ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
File No. 001-03548
Dear Mr. Horowitz:
Set forth below is the response of ALLETE, Inc. to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter to the Company dated September 21, 2022 (the “comment letter”). References in this letter to “ALLETE”, “we”, “us”, “our”, or the Company mean ALLETE, Inc. Capitalized terms used but not defined in this letter have the meanings given to such terms in our Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).
For convenience of reference, the SEC Staff comments are reprinted below in italics and is followed by the Company’s response.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your 2021 Corporate Sustainability Report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in these reports.
Company Response:
We provide disclosure in our SEC filings that is required to be disclosed pursuant to applicable SEC rules or regulations as well as to satisfy our obligations under the federal securities laws to provide “material” information to our shareholders and the investing public. Separately, we provide information on our website and in various other public disclosures, including our 2021 Corporate Sustainability Report (“CSR”), regarding our environmental, social and governance (“ESG”) initiatives, to address evolving stakeholder expectations, even when such information is not “material” to investors and is beyond the scope of the information required to be disclosed in our filings with the SEC.
When considering whether to include climate-related information in our filings with the SEC, the Company takes into account applicable SEC rules and regulations, including Item 101, Item 103, Item 105 and Item 303 of Regulation S-K, as well as the SEC’s Compliance and Disclosure Interpretations, available guidance from the Staff (including the SEC’s 2010 Guidance Regarding Disclosure Related to Climate Change) and applicable standards of materiality. We believe that our SEC filings adequately and appropriately inform investors as to material information about our business, strategy, and financial results, including climate-related information.
Page 1 of 4
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
Finally, we acknowledge our obligation to continuously review these matters as part of our ongoing disclosure controls and procedures and disclose climate-change related matters in our SEC filings to the extent we determine it is material to investors or disclosure is required pursuant to applicable SEC rules and regulations. At the same time, we appreciate the interest many of our stakeholders have in climate-related information, and we expect to continue providing information about climate change and other ESG topics, which do not rise to the level of materiality required for SEC reporting, through various public disclosures, including on our website and in our CSR.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 36
2. We note your disclosure on page 100 stating that you are taking certain steps to address climate change. Revise your disclosure to identify any past and/or future capital expenditures for climate-related projects. As part of your response, provide quantitative information for these types of expenditures for each of the periods for which financial statements are presented in your Form 10-K and for any future periods.
Company Response:
Our regulated utility operations require significant capital investment for replacement, improvement, and expansion each year. These investments not only support the utility service needs of our customers but also enhance safety and system reliability and support our growth in our business. In addition, the Company incurs significant capital investment to build renewable energy facilities for its operations and for the operations of others as disclosed in our 2021 Form 10-K. The Company’s planning, selection, and execution of capital investments incorporates consideration of the needs and concerns of a diverse set of stakeholders including customers, regulators and shareholders, among others. As such, the Company must consider a wide range of needs such as safety, reliability, regulatory requirements, and economic return, which makes it difficult to assign which capital investments are made for specific stakeholders, needs, or concerns such as climate change.
The Company defines climate-related capital expenditures for the purpose of this response as capital investments to lower greenhouse gas emissions in its current operations, prevent and/or mitigate infrastructure damage from climate-related natural disasters, and replace infrastructure damaged by climate-related natural disasters. In 2019, 2020, and 2021, the Company made climate-related capital expenditures totaling $2.8 million, $5.5 million and $7.9 million, respectively. This compares to total capital expenditures of $626.6 million, $657.2 million and $476.4 million in 2019, 2020, and 2021, respectively. The Company did not consider the climate-related capital expenditures material in relation to total consolidated capital expenditures in any year or to its consolidated property, plant, and equipment balances of $4,377.0 million, $4,840.8 million and $5,100.2 million as of December 31, 2019, 2020 and 2021, respectively.
Although not included in the totals above, as they were not made to reduce greenhouse gas emissions in its existing operations, in 2019, 2020 and 2021 the Company made the following capital expenditures and investments to expand its access to and supply of renewable energy at Minnesota Power, increase its renewable energy operations at ALLETE Clean Energy, and increase the renewable energy supply for others as previously disclosed:
•Capital expenditures for its Great Northern Transmission Line of $116.7 million in 2019 and $16.6 million in 2020 which enabled additional hydroelectric power to be purchased from the Manitoba Hydro-Electric Board by Minnesota Power;
•Equity investments in the Nobles 2 wind energy facility of $23.0 million in 2019, $96.4 million in 2020, and $17.6 million in 2021 enabling additional wind energy to be purchased by Minnesota Power;
•Capital expenditures to build the Glen Ullin, South Peak, Diamond Spring, and Caddo wind energy facilities at ALLETE Clean Energy of $349.8 million in 2019, $488.3 million in 2020, and $259.0 million in 2021; and
•Investments of $25.6 million in 2021 at ALLETE Clean Energy to build its Northern Wind, Rock Aetna, and Red Barn wind energy projects for sale to others.
3. You provide disclosure on page 32 of your Form 10-K regarding your exposure to reputational risk. Please expand this disclosure to address the consequences of reputational risks resulting from operations that produce greenhouse gas emissions, including, but not limited to, impacts to your credit ratings or your ability to access capital.
Page 2 of 4
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
Company Response:
We do not believe that reputational risk from our operations that produce greenhouse gas emissions is among the material climate-change related risks that we have faced to date. The Company has not experienced any negative consequences in our credit ratings or ability to access capital due to reputational risks resulting from operations that produce greenhouse gas emissions. The Company continues to maintain investment grade credit ratings from S&P Global Ratings and Moody’s Investors Service, Inc. and neither has identified our operations that produce greenhouse gas emissions as a reputational risk for the Company in their credit rating reports. During 2022, the Company has been able to access capital through the issuance of $75 million principal amount of bonds in August 2022 and an underwritten sale of common stock in April 2022 for net proceeds of $224 million. Despite having operations that produce greenhouse emissions or enable the production of greenhouse gas emissions, the Company has plans which will reduce our reliance on greenhouse gas emissions over time including plans to expand renewable energy supply and achieve coal-free operations by 2035, which will also reduce or mitigate reputational risk in future years. However, we recognize that societal awareness, including from our customers, lenders and shareholders, of climate change is continuously increasing and may lead to reputational risk in the future. Our disclosures will change over time to reflect these increases if they materialize. We intend to enhance our risk factor in our Form 10-K for the year ended December 31, 2022 to more specifically address this reputational risk from operations that produce or enable the production of greenhouse gas emissions as follows (the proposed additions to the risk factor are in bold and italics below):
We are exposed to significant reputational risk.
The Company could suffer negative impacts to its reputation as a result of operational incidents, violations of corporate compliance policies, regulatory violations, operations that produce or enable the production of greenhouse gas emissions, or other events which may result in negative customer perception, increased regulatory oversight, and negative consequences to our credit ratings and ability to access capital, each of which could have an adverse effect on our financial position, results of operations and cash flows.
4. We note your disclosure on pages 32-33 regarding the physical risks of climate change. If material, further discuss the physical effects of climate change on your operations and results. This disclosure may include quantification of weather-related damages to your property or operations and weather-related impacts on the cost or availability of insurance. Include quantitative information with your response for each of the periods covered by your Form 10-K and, as applicable, tell us about expectations for future periods.
Company Response:
The Company notes that it routinely incurs weather-related damages to its property and operations as part of its utility operations for such items as storm response to damaged transmission and distribution lines. The Company does not consider these routine storm response costs to be related to climate change. The Company did not identify material impacts from the physical effects of climate change in 2019, 2020 and 2021, or weather-related damages to property or operations that it considered a result of climate change. Weather-related costs not considered the result of climate change amounted to $0.1 million in 2019, $1.9 million in 2020, and $1.6 million in 2021 and were mostly related to weather-related damage to transmission lines. In addition, the Company has not identified any material weather-related impacts on the cost or availability of insurance, although we have experienced increasing rates and deductibles for property insurance, and lower sub-limits for natural perils such as flooding and severe storms, with a larger impact at wind energy facilities located in areas more susceptible to these weather events. The Company’s property insurance premiums were $5.8 million in 2019, $7.2 million in 2020, and $9.8 million in 2021. Over this same period, the Company’s property, plant, and equipment balances increased over $700 million which has also contributed to the higher property insurance premiums. As such we are unable to attribute the increase in property insurance premiums solely to weather-related impacts. These weather-related damages and property insurance premiums compared to operating and maintenance expense of $264.3 million in 2019, $252.0 million in 2020, and $259.2 million in 2021. As part of our disclosure controls and procedures, the Company evaluates the impacts of weather-related damages for disclosure, and discloses those impacts when material. For example, the Company disclosed in its Form 10-Ks for the years ended December 31, 2012, 2013 and 2014, the weather-related damages resulting from the impact of record rainfall and flooding that impacted its St. Louis River hydro system with total resulting capital expenditures of approximately $90 million, net of insurance, to return its Thomson hydro generating facility to operation.
Page 3 of 4
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
5. You state that your businesses are in substantial compliance with currently applicable environmental regulations. Please tell us about and quantify compliance costs related to climate change your businesses have incurred during the last three years.
Company Response:
Our businesses are subject to regulation of environmental matters by various federal, state and local authorities; however, the Company is not currently subject to any compliance requirements for climate change such as the regulation of greenhouse gas emissions although the Company is subject to the State of Minnesota’s renewable energy standard established in 2007. The Minnesota renewable energy standard requires 25 percent of electric utilities’ retail and municipal energy sales be from renewable energy sources by 2025. The Company achieved compliance beginning in 2015 with Minnesota’s renewable energy standard. As such, the Company did not incur any compliance costs related to climate change in 2019, 2020 and 2021. The Company notes that this may change in the future since, as disclosed in our Form 10-Q for the quarter ended June 30, 2022, the United States Environmental Protection Agency (EPA) has indicated that it intends to issue a proposed rule in early 2023 with emission guidelines for states to follow and implement standards of performance for greenhouse gas emissions from existing fossil fuel-fired electric generating units. The Company will continue to monitor any related guidelines and rulemakings issued by the EPA or state regulatory authorities, and will update disclosures as necessary to include material qualitative and quantitative information regarding compliance.
6. We note the reference to the sale of renewable energy credits on page 81 of your Form 10-K. Please tell us about the purchase or sale of carbon credits or offsets and the effects on your business, financial condition, and results of operations. Provide quantitative information with your response for each of the periods for which financial statements are presented in your Form 10-K and amounts budgeted for future periods.
Company Response:
The Company did not purchase or sell any carbon credits or offsets in any period presented in our 2021 Form 10-K, and the Company has not budgeted any purchase or sale of carbon credits or offsets in future periods.
We appreciate your assistance in this matter and will be pleased to provide additional information you may need. We believe this letter responds adequately to your comment, but if you have any further questions or comments regarding this letter on our 2021 Form 10-K, filed on February 16, 2022, please contact me at 218-355-3533 or at smorris@allete.com.
Sincerely,
/s/ Steven W. Morris
Steven W. Morris
Senior Vice President and Chief Financial Officer
ALLETE, Inc.
cc: Anuja A. Majmudar, Attorney-Adviser
Ethan Horowitz, Accounting Branch Chief
Bethany M. Owen, Chair, President and Chief Executive Officer
Page 4 of 4
ALLETE, Inc. 30 West Superior Street, Duluth, Minnesota 55802
2022-10-20 - UPLOAD - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
United States securities and exchange commission logo
October 20, 2022
Shachar Daniel
Chief Executive Officer
Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya
4672526 Israel
Re:Safe-T Group Ltd.
Registration Statement on Form F-3
Filed September 23, 2022
File No. 333-267580
Dear Shachar Daniel:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed September 23, 2022
ORB Funding, page 1
1.Please revise to describe all material terms of the ORB funding agreement, including the
vesting schedule. For example, we note that Section 3.2.4 of the agreement provides
examples of different potential outcomes with respect to ORB's exercise of warrants under
the vesting schedule. Your revised disclosure should clearly describe the intended vesting
schedule and these examples.
2.Please provide us with your analysis as to your eligibility to register the resale of the ADS
representing ordinary shares underlying the warrants pursuant to the ORB Agreement. As
part of your response, disclose the dates on which the warrants were issued and why you
FirstName LastNameShachar Daniel
Comapany NameSafe-T Group Ltd.
October 20, 2022 Page 2
FirstName LastName
Shachar Daniel
Safe-T Group Ltd.
October 20, 2022
Page 2
believe the private placement has been completed given the vesting schedule and
requirement to achieve certain milestones. In a PIPE transaction, a registered resale of
securities is permitted where the investor is irrevocably bound to purchase a set number of
securities for a set purchase price that is not based on a market price or a fluctuating ratio.
In addition, there can be no conditions that an investor can cause not to be satisfied,
including conditions related to market price of the securities or investor’s satisfactory
completion of its due diligence requirements. For guidance, refer to Securities Act
Sections Compliance & Disclosure Interpretation 139.11.
Exhibits
3.Please file the ORB funding agreement as an exhibit.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Howard Berkenblit
2022-10-14 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm CORRESP Cartesian Growth Corporation 505 Fifth Avenue, 15th Floor New York, NY 10017 (212) 461-6363 October 14, 2022 Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attention: Mr. John Stickel Re: Cartesian Growth Corporation Registration Statement on Form S-4 File No. 333-262644 Dear Mr. Stickel: Cartesian Growth Corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on October 17, 2022, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time. Once the Registration Statement has been declared effective, please contact our counsel, Thomas Martin of Greenberg Traurig, LLP, at (305) 579-0739 to orally confirm that event or if you have any questions or require additional information regarding this matter. [Signature Page Follows] Very truly yours, Cartesian Growth Corporation. By: /s/ Peter Yu Name: Peter Yu Title: Chief Executive Officer cc: Alan I. Annex, Esq. Thomas R. Martin, Esq. Greenberg Traurig, LLP [Signature Page to Acceleration Request Letter]
2022-10-12 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
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October 12, 2022
Sasha Parikh, Angela Connell
Ken Schuler, Craig Arakawa
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Albemarle Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 14, 2022 (the “Comment Letter”) in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2021, filed on February 22, 2022 (the “2021 Form 10-K”) and amended on March 2, 2022 (the “2021 Form 10-K/A”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the Comment Letter. The questions are followed by the Company’s response thereto.
2021 Form 10-K
Mineral Properties, page 24
1. Please revise to report each individual property’s production by product such as salt, Sulfate of Potassium (SOP), lithium, or bromine, etc. as required by Item 1303(B)(2)(i) of Regulation S-K.
Response
The Company acknowledges the Staff’s comment and has included below an updated version of the table set forth on page 26 of the 2021 Form 10-K (page 5 of the 2021 Form 10-K/A), which includes each individual property’s production by product, as well as a revised version of the paragraph that preceded the table in the 2021 Form 10-K (with revisions underlined and in bold). The Company will include the additional information substantially in the form of the paragraph and table below in subsequent Annual Reports on Form 10-K, as applicable, beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 (the “2022 Form 10-K”).
Aggregate annual production from our mineral extraction facilities is shown in the below table. Amounts represent Albemarle’s attributable portion based on ownership percentages noted above and are shown in
Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa
October 12, 2022
Page 2
thousands of metric tons (“MT”) of lithium carbonate equivalent (“LCE”) lithium metal and bromine production. Lithium and bromine is extracted as brine or hard rock concentrate at the extraction facilities. These are then further converted into various compounds and products at on-site processing facilities or other conversion facilities owned by Albemarle around the world. In addition, the brine or concentrate can be used by tolling entities for further processing.
Aggregate Annual Production (MT in thousands)
Year Ended December 31,
2021 2020 2019
Lithium
Australia(a)
Greenbushes(b)
13 8 11
Chile
Salar de Atacama(c)
8 8 7
United States
Silver Peak, NV 2 2 1
Bromine
Jordan
Safi(d)(e)
57 56 56
United States
Magnolia, AR(f)
71 74 73
(a) Wodgina had no production during the periods presented in the table.
(b) Production from Greenbushes represents the 49% of production of the Greenbushes mine which is attributable to the Company’s interest in the Talison Lithium Australia Pty Ltd joint venture.
(c) The Salar de Atacama operation also produces potash (potassium chloride), bichofite, halite and sylvinite as byproducts. However, the Company does not consider production of these byproducts as material to the economics of the operation.
(d) Production from Safi represents the 50% of production by the Jordan Bromine Project which is attributable to the Company’s interest in the Jordan Bromine Company Limited (“JBC”) joint venture.
(e) The Safi operation also produces potassium hydroxide ("KOH") as a byproduct. However, the Company does not consider production of this byproduct as material to the economics of the operation.
(f) In addition, elemental sulfur and sodium hydrosulfide solution (“NaHS”) are manufactured from sour gas produced by the Magnolia operation. However, the Company does not consider these products as material to the economics of the operation.
2. We note your reference to resource base in this section. Resource base is not a resource category defined or allowed under S-K 1300 for disclosure of quantities or grades. Please modify your disclosures to conform to the resource/reserve categories defined by Item 1300 of Regulation S-K.
Response
The Company acknowledges the Staff’s comment and will comply with this comment in future Form 10-K filings by not using the term “resource base” in connection with disclosure of quantities or grades and otherwise
Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa
October 12, 2022
Page 3
conforming disclosures to the resource/reserve categories defined by Item 1300 of Regulation S-K, beginning with the 2022 Form 10-K.
For example, in future Form 10-K filings, the disclosure that appeared on pages 26-27 of the 2021 Form 10-K (page 6 of the 2021 Form 10-K/A) would be revised to read as follows (new language underlined and in bold):
The feedstock for the Safi, Jordan site, owned 50% by Albemarle through its JBC joint venture, is drawn from the Dead Sea, a nonconventional reservoir owned by the nations of Israel and Jordan. As such, there are no specific resources owned by JBC, but Albemarle’s joint venture partner, Arab Potash Company (“APC”) has exclusive rights granted by the Hashemite Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals. The measured resource base of bromide ion estimated to be allocated to Jordan’s share of the Dead Sea is estimated at attributable to Albemarle’s 50% interest in its JBC joint venture is estimated to be approximately 354.9 177.5 million MT. JBC is extracting approximately 1 percent of the bromine available in Jordan’s share of the Dead Sea. Bromide concentration in the Dead Sea is estimated to average approximately 5,000 mg/L.
3. We note you report your Wodgina and Sanfi properties resources and reserves on a 100% percent basis due to exclusive marketing of the salable products and not on your attributable ownership. Please revise to report your resources and reserves based on your attributable ownership as required by Item 1303(b)(3)(iii) of Regulation S-K.
Response
The Company acknowledges the Staff’s comment and will comply with this comment in future Form 10-K filings, beginning with the 2022 Form 10-K, by reporting its Wodgina and Safi properties resources and reserves based on its attributable ownership. Specifically, in future Form 10-K filings, the Company would present the row of the table that appeared on page 26 of the 2021 Form 10-K (page 6 of the 2021 Form 10-K/A) reporting Wodgina’s property resources and the corresponding footnote in substantially the following form:
Measured Mineral Resources Indicated Mineral Resources Measured and Indicated Mineral Resources Inferred Mineral Resources
Amount (MT) Grade
(Li2O%)
Amount (MT) Grade
(Li2O%)
Amount (MT) Grade
(Li2O%)
Amount (MT) Grade
(Li2O%)
Lithium – Hard Rock:
Australia
Wodgina(a)
— — 13,380 1.39% 13,380 1.39% 98,400 1.15%
(a) Through our MARBL joint venture, we own a 60% interest in the Wodgina project. We are therefore reporting 60% of Wodgina’s mineral resources.
Additionally, with respect to attributable ownership of Safi property resources, in future Form 10-K filings, the Company intends to revise the disclosure that appeared on pages 26-27 of the 2021 Form 10-K (page 6 of the 2021 Form 10-K/A) as shown above in response to comment no. 2 of the Comment Letter. With respect to attributable ownership of Safi property reserves, in future Form 10-K filings the Company would revise the disclosure that
Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa
October 12, 2022
Page 4
appeared on pages 26-27 of the 2021 Form 10-K (page 6 of the 2021 Form 10-K/A) in the following manner (new language underlined and in bold):
The mineral reserve estimate for the Safi, Jordan bromine site attributable to Albemarle’s 50% interest in its JBC joint venture is 4.89 approximately 2.45 million MT of bromine from the Dead Sea. This estimate is based on the time available under the concession agreement with the Hashemite Kingdom of Jordan and the processing capability of the JBC plant. As only approximately one percent of the available resource is consumed from the Dead Sea, as noted above, the reserve estimate is based on the amount the JBC plant can produce over until the end of 2058, when the APC concession agreement ends. Bromine concentration used to calculate the reserve estimate from the Dead Sea was approximately 8,890 mg/L based on historical pumping.
4. We note your Salar de Atacama resources are reported as Million metric tonne (MT) units instead of the thousand metric tonne (000 mt) units found in the respective technical reports. Please correct your resource and reserve estimates to conform to the estimates reported in the technical reports.
Response
In response to the Staff’s comment, we respectfully note that the 2021 Form 10-K defines “MT” to mean “metric tons” and describes the table providing a summary of mineral resources as presented in “thousands of MT.” The table on page 6 of the 2021 Form 10-K/A showing our Salar de Atacama resources (e.g., 717 thousands of MT of Measured Mineral Resources) corresponds to Table 1-1 in the technical report. The Company acknowledges some variation of the use of, and definition of, millions of metric tonnes (e.g., defined as “MMt” or “Mt”) and will minimize any such variation in future reports to avoid confusion.
Greenbushes, Australia, page 30
5. We are unable to verify the LoM sustaining capital calculation, based on the information available within the technical report summary and elsewhere in your filing. Please provide additional documentation in your filing and technical report that supports this cost estimate, your cutoff grade calculation, and metallurgical recovery.
Response
The Company acknowledges the Staff’s comment and is providing below additional information regarding its cost estimate, cut-off grade calculation and metallurgical recovery. The Company will include certain of this information in future Form 10-K filings and Greenbushes technical reports filed therewith to support verification of the LoM sustaining capital calculation contained therein.
Sustaining Capital Calculation for Pit Optimization and Cut-Off Grade Calculation
The LoM sustaining capital allowance of US$2.66 per tonne of ore that is shown on pages 30 and 31 of the 2021 Form 10-K (pages 10 and 11 of the 2021 Form 10-K/A) was used only for the purposes of pit optimization and cut-off grade calculation. It was not used for the technical economic model (“TEM”) presented in Section 19 of the Greenbushes technical report. Because pit optimization is performed as a first step in the mine planning process, SRK Consulting (U.S.) Inc. (“SRK”) typically relies on the most recent information that is available at the time
Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa
October 12, 2022
Page 5
when the pit optimization process commences. In this instance, SRK used the estimate of LoM annual sustaining capital costs for Greenbushes that was included in the 2021 budget provided by the Company. The budgetary estimate of average annual sustaining capital costs for Greenbushes in such budget was AU$14.33M/y, or AU$3.50 per tonne of ore based on the 4.1Mt/y annual processing rate. This cost was then converted to US$2.66 per tonne of ore based on an assumed exchange rate of 0.76 USD:AUD. SRK reviewed the budgetary projection of the sustaining capital costs for Greenbushes and determined that it was reasonable to rely thereon for the purposes of pit optimization and cut-off grade calculation.
Subsequent to pit optimization, design and scheduling, a detailed estimate of LoM sustaining capital costs was prepared as discussed in Section 18 of the Greenbushes technical report. The detailed estimate based on the final reserves was used in the TEM in Section 19 of the Greenbushes technical report.
Economic Cut-Off Grade Calculation
The economic cut-off grade calculation is discussed in Section 12.2.3 of the Greenbushes technical report. It is important to note that the pit optimization process determines the economic potential of the reserves pit, given the costs involved in moving every block inside the optimized pit shell to some location, either a waste dump in the case of a waste block or an ore stockpile in the case of an ore block. For this reason, the mining cost used in the cut-off grade calculation is an incremental ore mining cost rather than the full mining cost. This is explained in the text preceding Table 12-3 of the Greenbushes technical report as follows “Drilling, blasting, loading and hauling and mining overhead costs are excluded from the CoG calculation for in situ material because the pit design was guided by economic pit optimization. I.e., only incremental ore mining costs (RoM loader, rehandle from long-term stockpiles, grade control assays, and rockbreaking) were considered in the decision whether to send material to the waste dump or to the processing plant”. Because an incremental ore mining cost is used in the cut-off grade calculation, the value in Table 12-3 (US$4.75 per tonne of ore) is different from the average full mining cost shown in Table 12-1 (US$5.57 per tonne of ore and waste mined).
The processing recovery is discussed in Section 14 of the Greenbushes technical report and is summarized in Section 12.2.2 of the technical report in the text that precedes Table 12-3 thereof. The mass yield equation used in the cut-off grade calculation is dependent on the LiO2% grade as follows:
Mass yield % =IF(LiO2%>5.5,LiO2%/6*97%,9.362*LiO2%^1.319/100)
Pursuant to this equation, where the lithium oxide grade is greater than 5.5%, a maximum recovery of 97% is applied
Safi, Jordan, page 41
6. We note your reserve disclosure for the Jordan Bromine operation in this section. Please clarify whether these reserves are classified as proven and or probable and only report those quantities and grades based on your ownership.
Response
The Company acknowledges the Staff’s comment and will comply with this comment in future Form 10-K filings, beginning with the 2022 Form 10-K. Specifically, in future Form 10-K filings, the Company would revise the
Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa
October 12, 2022
Page 6
disclosure that appeared on page 41 of the 2021 Form 10-K (page 20 of the 2021 Form 10-K/A) to read as follows (new language underlined and in bold):
The feedstock is drawn from the Dead Sea, a nonconventional reservoir owned by the nations of Israel and Jordan. As such, there are no specific resources owned by JBC, but Albemarle’s joint venture partner, APC has exclusive rights granted by the Hashemite Kingdom of Jordan to withdraw brine from the Dead Sea and process it to extract minerals. The measured resource base of bromide ion estimated to be allocated to Jordan’s share of the Dead Sea is estimated at attributable to Albemarle’s 50% interest in its JBC joint venture is approximately 354.9 177.5 million MT. JBC is extracting approximately 1 percent of the bromine available in Jordan’s share of the Dead Sea. Bromide concentration in the Dead Sea is estimated to average approximately 5,000 mg/L.
All bromine reserves reported by Albemarle for the JBC project are classified as proven mineral reserves. The mineral reserve estimate attributable to Albemarle’s 50% interest in its JBC joint venture is 4.89 approximately 2.45 million MT of bromine from the Dead Sea. This estimate is based on the time available u
2022-09-28 - CORRESP - ALLETE INC (ALE) (CIK 0000066756)
CORRESP
1
filename1.htm
Document
September 28, 2022
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
Washington, D.C. 20549
RE: ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
File No. 001-03548
Dear Ms. Majmudar and Mr. Horowitz:
We acknowledge receipt of your comment letter dated September 21, 2022, regarding ALLETE, Inc.’s Form 10-K for Fiscal Year Ended December 31, 2021. We respectfully request additional time to research, draft, internally review, and respond to your letter, with an anticipated filing of our response on or before Wednesday, October 26, 2022.
We appreciate your assistance in this matter and will be pleased to provide additional information you may need regarding this extension request. Please contact me at 218-355-3533 or at smorris@allete.com with any questions or concerns.
Sincerely,
/s/ Steven W. Morris
Steven W. Morris
Senior Vice President and Chief Financial Officer
ALLETE, Inc.
cc: Anuja A. Majmudar, Attorney-Adviser
Ethan Horowitz, Accounting Branch Chief
Bethany M. Owen, Chair, President and Chief Executive Officer
Page 1 of 1
ALLETE, Inc. · 30 West Superior Street, Duluth, Minnesota 55802
2022-09-27 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter September 27, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Amendment No. 5 to Registration Statement on Form S-4 Filed September 2, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated September 22, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 6 (“Amendment No. 6”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 6, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Amendment 5 to Form S-4 Summary Historical Consolidated Financial Information of TWMH, page 55 1. Please remove reference to “Combined” in your separate disclosures of Selected Historical Consolidated Financial Information for each TWMH, TIG and Alvarium since you use this term to describe the total of these three entities, including Cartesian in your Pro Forma measures. The Company acknowledges the Staff’s comment and has removed references to “Combined” in the separate disclosures of Selected Historical Consolidated Financial Cartesian Growth Corporation September 27, 2022 Page 2 Information for TWMH and Alvarium. Please see pages 55 and 58 of the Amended Registration Statement. The Company has retained reference to “combined and consolidated financial statements” with respect to TIG. As described under the heading “Principles of Combination and Consolidation” on page 383 of the Amended Registration Statement, the financial statements of the TIG Entities are presented on a combined and consolidated basis. 2. Please add footnote (f) to Equity settled share based payment P&L (a) which includes the Holbein earn-in equity consideration in your reconciliation of GAAP net income to non- GAAP Adjusted Net Income and adjust related disclosure on page 271 in your Pro Forma Combined Adjusted Net Income reconciliation. The Company acknowledges the Staff’s comment and has added footnote (g) to Equity settled share based payments and has adjusted the related disclosure. Please see pages 271 and 272 of the Amended Registration Statement. Conforming changes were made on pages 357 and 358. 3. Please tell us and or revise your disclosures accordingly to explain how Change in fair value of (gains)/losses on investments of ($199) million for the six months ending June 30, 2022 which you disclose relates primarily to the interest rate swap reconciles to the Change in fair value of interest rate swap of ($229.7) million disclosed on page F-73. The Company acknowledges the Staff’s comment and has amended the description of the related non-GAAP adjustment on pages 56 and 57 of the Amended Registration Statement to clarify the values that make up the ($199) thousand Change in fair value of (gains)/losses on investments. Specifically, the Change in fair value of (gains)/losses on investments also includes $30.3 thousand in net unrealized gains on investments. The $30.3 thousand is included with realized gains and losses on investments in Other investment (loss) gain, net line on the June 30, 2022 Consolidated Statement of Income. Unaudited Pro Forma Condensed Combined Financial Information, page 241 4. We note your response to prior comment 15 as well as your disclosure and definition on page 9 that “Transaction Expenses” represent expenses incurred by a party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of the Business Combination Agreement and the other Transaction Documents and consummation of the Transactions. Please address the following: Cartesian Growth Corporation September 27, 2022 Page 3 • Tell us how you considered the guidance in ASC 805-10-25-20, ASC 805-10-25- 21(c), ASC 805-10-55-18 and SAB Topic 1B in your determination to account for the $19.7 million reimbursement of transaction costs incurred by the Target Companies as part of the Business Combination with an increase to retained earnings, thus eliminating transaction costs incurred in connection with the Business Combination. Tell us your basis in determining these costs are part of consideration transferred and the assets acquired and liabilities assumed in the exchange for the Target Companies, considering also that the equity accounts of the Target Companies are not carried forward in the application of the acquisition method. Accordingly, as appropriate, revise your Pro Forma presentation to present the agreement to reimburse the Target Companies for transaction costs as a separate transaction with adjustments to goodwill and retained earnings. Refer also to Article 11-02(b)(4). • Tell us your basis for not reflecting the cost of the agreement to the accounting acquirer for the reimbursement of the Target Companies transaction costs as an expense in the Pro Forma Condensed Combined Statement of Operations. • Present the cash disbursement of $59.5 million for transaction costs which is not part of the Business Combination separate from the Business Combination. Refer to Article 11-02(b)(4). The Company has revised the amount of the increase to retained earnings on page 263 of the Amended Registration Statement to be $16.4 million. The $16.4 million eliminates $14.7 million of seller transaction costs to be incurred by the Target Companies subsequent to June 30, 2022 and $1.7 million of seller transaction costs to be incurred subsequent to June 30, 2022 by TWMH on behalf of Alvarium Tiedeman Holdings, Inc. The $16.4 million of transaction costs are payable by the Target Companies and will be reimbursed by Cartesian. The cash reimbursed to the Target Companies is used to fund the Target Companies’ balance sheets and does not benefit the sellers. In accordance with ASC 805-10-55-18, the Company determined that the amount of the transaction costs incurred by the Target Companies and the subsequent cash reimbursement are not a part of the Business Combination. These amounts are not included in consideration transferred. Following the guidance in Regulation S-X, Article 11-02(b)(4), the Company has revised the Pro Forma Balance Sheet on pages 247 and 248 of the Amended Registration Statement to present the reimbursement of the Target Companies’ transaction costs separately from the Business Combination. The cash to the Target Companies’ balance sheets is an additional investment in subsidiaries which is eliminated in consolidation. As such, the reimbursement is not treated as an expense by Cartesian. Cartesian Growth Corporation September 27, 2022 Page 4 5. We note your Pro Forma transaction expense adjustments. Please add a table to the Pro Forma Condensed Combined financial statements that reconciles transaction expense recognized and or amounts disclosed in the footnotes to total transaction costs of $59.5 million and clarify how and in what period these costs are reflected in the historical financial statements of each entity, how reflected in the Pro Forma adjustments, and for the benefit of which entity these costs were incurred, including: • How you determined the transaction costs should recognized as either expense, consideration transferred or a reduction of equity based on the guidance in ASC 805- 10-25-23, SAB Topic 5A, ASC 340-10-S99-2. The Company has revised the Amended Registration Statement to include the following table in Note 3 to the Pro Forma Balance Sheet as of June 30, 2022 on pages 259 and 260 of the Amended Registration Statement. The table below itemizes the transaction costs by entity and accounting period. The accounting treatment and applicable guidance also are itemized. Both buyer and seller transaction costs incurred in the historical periods are expensed in the respective entity’s historical periods. Consistent with pro forma rules in Regulation S-X, Article 11, both buyer and seller transaction costs to be incurred subsequent to June 30, 2022 are reflected as if they were incurred as of January 1, 2021 for the respective entities. $ in millions Transaction Costs by Entity Costs incurred for the year ended December 31, 2021 (1) Costs incurred for the six months ended June 30, 2022 (1) Subtotal Costs to be incurred subsequent to June 30, 2022 Total Accounting Treatment TWMH $ 4.6 $ 2.0 $ 6.6 $ 8.0 $ 14.6 Seller transaction costs in accordance with ASC 805-10-25-21(3) TIG Entities 2.0 1.5 3.5 1.7 5.2 Seller transaction costs in accordance with ASC 805-10-25-21(3) Alvarium 8.9 3.8 12.7 5.0 17.7 Seller transaction costs in accordance with ASC 805-10-25-21(3) Target Company transaction costs 15.5 7.3 22.8 14.7 37.5 Cartesian 1.8 0.5 2.3 2.5 4.8 Buyer transaction costs in accordance with ASC 805-10-25-23 Total transaction costs related to Business Combination 17.3 7.8 25.1 17.2 42.3 Alvarium Tiedemann Holdings, Inc. (2) 1.3 2.1 3.4 1.7 5.1 Seller transaction costs in accordance with ASC 805-10-25-21(3) Settlement of Deferred Underwriting Fee in connection with Cartesian IPO 12.1 — 12.1 — 12.1 Buyer transaction costs in accordance with ASC 805-10-25-23 Total transaction costs $ 30.7 $ 9.9 $ 40.6 $ 18.9 $ 59.5 (1) Costs incurred have been included in the historical financial statements of the respective entities for the respective periods in accordance with SAB Topic lB. (2) Costs attributable to Alvarium Tiedemann Holdings, Inc. are related to personnel costs to support the requirements of operating as a publicly traded company. These are recurring costs directly attributable to the (3) Seller transaction costs are reimbursed by Cartesian to TWMH, TIG and Alvarium through a cash transfer to the Target Companies that does not benefit the sellers. As such, these costs do not represent consideration transferred to the selling shareholders. Cartesian Growth Corporation September 27, 2022 Page 5 • How the $22.3 million of incremental transactions costs that are expected to be incurred in connection with the Business Combination as disclosed in footnote (c) on page 259 reconciles to the $17.1 million adjustment (b) in the December 31, 2021 Pro Forma Condensed Combined Statement of Operations on page 250; The Company has revised the incremental transaction costs that are expected to be incurred in connection with the Business Combination as disclosed in footnote (c) on page 259 of the Amended Registration Statement to be $18.9 million. The Company has revised adjustment (b) in the December 31, 2021 Pro Forma Condensed Combined Statement of Operations on page 265 of the Amended Registration Statement to be $17.2 million. The difference between the $18.9 million of incremental transaction costs expected to be incurred as disclosed in footnote (c) and the $17.2 million reflected in adjustment (b) is $1.7 million of seller transaction costs associated with Alvarium Tiedemann Holdings, Inc. The $1.7 million of costs are recurring personnel costs to meet the requirements of operating as a publicly traded company. • How the $19.7 million increase to retained earnings to eliminate the Target Companies transaction costs incurred in connection with the Business Combination on page 248 reconciles to the $22.8 million incurred by the Target Companies through June 30, 2022 in footnote (c) on page 259; The Company has revised the increase to retained earnings to be $16.4 million to eliminate the Target Companies transaction costs as set forth on page 248 of the Amended Registration Statement. This amount is equal to $14.7 million of Target Companies transaction costs to be incurred subsequent to June 30, 2022 plus $1.7 million of Alvarium Tiedemann Holdings, Inc. transaction costs also to be incurred subsequent to June 30, 2022. • How total transaction costs of $59.5 million, excluding $12.1 million of deferred underwriting commissions, reconciles to the $7.7 million and $34.5 million of transaction costs adjustments in your determination of Pro Forma Combined Adjusted Net Income on pages 271 and 272 and the amounts disclosed in footnote(c) on page 259 as noted above; and See pages 271 and 273 of the Amended Registration Statement. Total transaction costs of $59.5 million less $12.1 million of deferred underwriting commissions ($47.4 million) is composed of the following: • $17.3 million of total transaction costs related to the Business Combination incurred for the year ended December 31, 2021. These costs are a combination of costs incurred by the Target Companies and Cartesian. Cartesian Growth Corporation September 27, 2022 Page 6 • $7.8 million of total transaction costs related to the Business Combination incurred for the six months ended June 30, 2022. These costs are a combination of costs incurred by the Target Companies and Cartesian. (The actual amount of $7.719 million on page 271 of the Amended Registration Statement is rounded to $7.8 million in the table herein.) • $17.2 million of total transaction costs related to the Business Combination to be incurred subsequent to June 30, 2022. Consistent with pro forma rules in Regulation S-X, Article 11, this amount is reflected as if it were incurred as of January 1, 2021. This treatment results in an adjustment of $34.5 million in the calculation of Pro Forma Combined Adjusted Net Income. The adjustment equals amounts incurred during 2021 plus amounts to be incurred subsequent to June 30, 2022 (i.e., $17.3 million of 2021 costs plus $17.2 million of future costs). • $1.3 million of transaction costs incurred by Alvarium Tiedemann Holdings, Inc. for the year ended December 31, 2021. These costs are related to recurring personnel costs. As these costs are recurring, they are not included as an adjustment in the calculation of Pro Forma Combined Adjusted Net Income. • $2.1 million of transaction costs incurred by Alvarium Tiedemann Holdings, Inc. for the six months ended June 30, 2022. These costs are related to recurring personnel costs. As these costs are recurring, they are not included as an adjustment in the calculation of Pro Forma Combined Adjusted Net Income. • $1.7 million of transaction costs to be incurred by Alvarium Tiedemann Holdings, Inc. subsequent to June 30, 2022. Consistent with pro forma rules in Regulation S-X, Article 11, this amount is reflected as if it were incurred as of January 1, 2021. These costs are related to recurring personnel costs. As these costs are recurring, they are not included as an adjustment in the calculation of Pro Forma Combined Adjusted Net Income. • How transaction costs of $17.1 million adjustment (b) in the December 31, 2021 Pro Forma Condensed Combined Statement of Operations on page 250, reconciles to the $7.7 million and $34.5 million of transaction cost adjustments in your determination of Pro Forma Combined Adjusted Net Income on pages 271 and 272 and the amounts disclosed in footnote(c) on page 259 as noted above. The Company has revised adjustment (b) in the December 31, 2021 Pro Forma Condensed Combined Statement of Operations on page 250 of the Amended
2022-09-22 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm Document September 22, 2022 Sasha Parikh, Angela Connell Ken Schuler, Craig Arakawa Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Albemarle Corporation Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 22, 2022 File No. 001-12658 Dear Ms. Parikh, Ms. Connell, Mr. Schuler and Mr. Arakawa: In your letter dated September 14, 2022 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Form 10-K for fiscal year ended December 31, 2021 within ten business days or advise you when we would provide a response. During our telephone conversation with you on September 22, 2022, we advised you that we would like to request an extension of time to provide a response in order to collect additional information to address certain disclosure requests. Accordingly, we respectfully request an extension until Wednesday, October 12, 2022 to file our response to the Staff Comment Letter. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Scott Tozier at (980) 299-5596. Sincerely, ALBEMARLE CORPORATION /s/ SCOTT A. TOZIER Scott A. Tozier Executive Vice President, Chief Financial Officer
2022-09-22 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
September 22, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Amendment No. 5 to Registration Statement on Form S-4
Filed September 2, 2022
File No. 333-262644
Dear Mr. Yu:
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. Unless we note
otherwise, our references to prior comments are to comments in our August 25, 2022 letter.
Amendment 5 to Form S-4
Summary Historical Consolidated Financial Information of TWMH, page 55
1.Please remove reference to "Combined" in your separate disclosures of Selected Historical
Consolidated Financial Information for each TWMH, TIG and Alvarium since you use
this term to describe the the total of these three entities, including Cartesian in your Pro
Forma measures.
2.Please add footnote (f) to Equity settled share based payment P&L (a) which includes the
Holbein earn-in equity consideration in your reconciliation of GAAP net income to non-
GAAP Adjusted Net Income and adjust related disclosure on page 271 in your Pro Forma
Combined Adjusted Net Income reconciliation.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
September 22, 2022 Page 2
FirstName LastNamePeter Yu
Cartesian Growth Corporation
September 22, 2022
Page 2
3.Please tell us and or revise your disclosures accordingly to explain how Change in fair
value of (gains)/losses on investments of ($199) million for the six months ending June
30, 2022 which you disclose relates primarily to the interest rate swap reconciles to
the Change in fair value of interest rate swap of ($229.7) million disclosed on page F-73.
Unaudited Pro Forma Condensed Combined Financial Information, page 241
4.We note your response to prior comment 15 as well as your disclosure and definition on
page 9 that “Transaction Expenses” represent expenses incurred by a party or on its behalf
in connection with or related to the authorization, preparation, review, negotiation,
execution and performance of the Business Combination Agreement and the other
Transaction Documents and consummation of the Transactions. Please address the
following:
•Tell us how you considered the guidance in ASC 805-10-25-20, ASC 805-10-25-
21(c), ASC 805-10-55-18 and SAB Topic 1B in your determination to account for the
$19.7 million reimbursement of transaction costs incurred by the Target Companies
as part of the Business Combination with an increase to retained earnings, thus
eliminating transaction costs incurred in connection with the Business Combination.
Tell us your basis in determining these costs are part of consideration transferred and
the assets acquired and liabilities assumed in the exchange for the Target Companies,
considering also that the equity accounts of the Target Companies are not carried
forward in the application of the acquisition method. Accordingly, as appropriate,
revise your Pro Forma presentation to present the agreement to reimburse the Target
Companies for transaction costs as a separate transaction with adjustments to
goodwill and retained earnings. Refer also to Article 11-02(b)(4).
• Tell us your basis for not reflecting the cost of the agreement to the accounting
acquirer for the reimbursement of the Target Companies transaction costs as an
expense in the Pro Forma Condensed Combined Statement of Operations.
•Present the cash disbursement of $59.5 million for transaction costs which is not part
of the Business Combination separate from the Business Combination. Refer to
Article 11-02(b)(4).
5.We note your Pro Forma transaction expense adjustments. Please add a table to the Pro
Forma Condensed Combined financial statements that reconciles transaction expense
recognized and or amounts disclosed in the footnotes to total transaction costs of $59.5
million and clarify how and in what period these costs are reflected in the historical
financial statements of each entity, how reflected in the Pro Forma adjustments, and for
the benefit of which entity these costs were incurred, including:
•How you determined the transaction costs should recognized as either expense,
consideration transferred or a reduction of equity based on the guidance in ASC 805-
10-25-23, SAB Topic 5A, ASC 340-10-S99-2.
•How the $22.3 million of incremental transactions costs that are expected to be
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
September 22, 2022 Page 3
FirstName LastNamePeter Yu
Cartesian Growth Corporation
September 22, 2022
Page 3
incurred in connection with the Business Combination as disclosed in footnote (c) on
page 259 reconciles to the $17.1 million adjustment (b) in the December 31, 2021 Pro
Forma Condensed Combined Statement of Operations on page 250;
•How the $19.7 million increase to retained earnings to eliminate the Target
Companies transaction costs incurred in connection with the Business Combination
on page 248 reconciles to the $22.8 million incurred by the Target Companies
through June 30, 2022 in footnote (c) on page 259;
•How total transaction costs of $59.5 million, excluding $12.1 million of deferred
underwriting commissions, reconciles to the $7.7 million and $34.5 million of
transaction costs adjustments in your determination of Pro Forma Combined
Adjusted Net Income on pages 271 and 272 and the amounts disclosed in footnote(c)
on page 259 as noted above; and
•How transaction costs of $17.1 million adjustment (b) in the December 31, 2021 Pro
Forma Condensed Combined Statement of Operations on page 250, reconciles to the
$7.7 million and $34.5 million of transaction cost adjustments in your determination
of Pro Forma Combined Adjusted Net Income on pages 271 and 272 and the amounts
disclosed in footnote(c) on page 259 as noted above.
6.We note your response to prior comment 9, that the Class D-1 members are entitled to
49.37% of both pre-tax profits and losses of TIG Arbitrage Strategy and that as a result of
the change as compensation expense you reflect a tax benefit in the Pro Forma Statement
of Operations for the periods presented. Please tell us and or revise your disclosures
accordingly, how you have reflected this resulting tax benefit in the Pro Forma Balance
Sheet. Refer to Rule 11-02(b)(5) of Regulation S-X. Further, we note on pages 408, 409,
410, 412, F-119 and F-138 you disclose that this interest is determined based on net profit
versus pre-tax profit and losses. Please revise accordingly.
7.We note adjustments (g)(h) of $1.7 million in the December 31, 2021 Pro form Statement
of Operations for additional costs through Closing associated with personnel hired in
critical functional areas such as finance, legal, human resources to support the
requirements of operating as a publicly traded company which are directly attributable to
the Business Combination and that the historical fiscal 2021 results, excluding the pro-
forma adjustment, include $1.3 million of costs incurred related to these personnel. Please
enhance your disclosure to clarify if these costs will be recurring.
8.We reissue prior comment 16 with regard to footnotes (e)(ii) and (f)(ii) on pages 264 and
266, respectively. Please disclose the calculation of net income attributable to non-
controlling interests in subsidiaries in the respective footnotes as based on the current
explanation we are unable to recalculate. Refer to Regulation S-X, Rule 11-02(a)(8).
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
September 22, 2022 Page 4
FirstName LastName
Peter Yu
Cartesian Growth Corporation
September 22, 2022
Page 4
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Thomas R. Martin
2022-09-21 - UPLOAD - ALLETE INC (ALE) (CIK 0000066756)
United States securities and exchange commission logo
September 21, 2022
Bethany M. Owen
Chair, President and Chief Executive Officer
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Re:ALLETE, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 16, 2022
File No. 001-03548
Dear Ms. Owen:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your 2021 Corporate
Sustainability Report than you provided in your SEC filings. Please advise us what
consideration you gave to providing the same type of climate-related disclosure in your
SEC filings as you provided in these reports.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
2.We note your disclosure on page 100 stating that you are taking certain steps to address
climate change. Revise your disclosure to identify any past and/or future capital
expenditures for climate-related projects. As part of your response, provide quantitative
information for these types of expenditures for each of the periods for which financial
statements are presented in your Form 10-K and for any future periods.
FirstName LastNameBethany M. Owen
Comapany NameALLETE, Inc.
September 21, 2022 Page 2
FirstName LastName
Bethany M. Owen
ALLETE, Inc.
September 21, 2022
Page 2
3.You provide disclosure on page 32 of your Form 10-K regarding your exposure to
reputational risk. Please expand this disclosure to address the consequences of
reputational risks resulting from operations that produce greenhouse gas emissions,
including, but not limited to, impacts to your credit ratings or your ability to access
capital.
4.We note your disclosure on pages 32-33 regarding the physical risks of climate change. If
material, further discuss the physical effects of climate change on your operations and
results. This disclosure may include quantification of weather-related damages to your
property or operations and weather-related impacts on the cost or availability of
insurance. Include quantitative information with your response for each of the periods
covered by your Form 10-K and, as applicable, tell us about expectations for future
periods.
5.You state that your businesses are in substantial compliance with currently applicable
environmental regulations. Please tell us about and quantify compliance costs related to
climate change your businesses have incurred during the last three years.
6.We note the reference to the sale of renewable energy credits on page 81 of your Form 10-
K. Please tell us about the purchase or sale of carbon credits or offsets and the effects on
your business, financial condition, and results of operations. Provide quantitative
information with your response for each of the periods for which financial statements are
presented in your Form 10-K and amounts budgeted for future periods.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-09-21 - CORRESP - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
CORRESP
1
filename1.htm
September
21, 2022
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F. Street N.E.
Washington,
D.C. 20549
Attn:
Messrs. Bradley Ecker and Geoffrey Kruczek
Re:
ALR
Technologies SG Pte. Ltd.
Amendment
No. 4 Registration Statement on Form F-4
Filed
September 15, 2022
File
No. 333-265166
REQUEST
FOR ACCELERATION OF EFFECTIVENESS
Ladies
and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended, ALR Technologies SG Pte. Ltd., a Singapore company limited by
shares (the “Registrant”) respectfully requests that the effective date of the above-referenced Registration Statement
filed with the U.S. Securities and Exchange Commission (the “Commission”) be accelerated so that it may become effective
at 5:00 p.m. (EST) on Friday, September 23, 2022, or as soon thereafter as practicable.
The
Registrant also requests that it be notified of such effectiveness by a telephone call to its outside counsel, Rick L. Guerisoli, of
the law firm Dentons Durham Jones Pinegar P.C., at (435) 986-7632, and that a copy of the written order from the Commission verifying
the effective time and date of such Registration Statement be sent to its outside counsel via facsimile at (435) 628-1610 or by email
at rick.guerisoli@dentons.com.
Sincerely,
ALR
Technologies SG Pte. Ltd.
/s/
Sidney Chan
Sidney
Chan
Chief
Executive Officer
2022-09-15 - CORRESP - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
CORRESP
1
filename1.htm
September
15, 2022
Bradley
Ecker, Esq.
Jay
Ingram, Esq.
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100
F Street, N.E.
Washington, DC 20549-3010
Re: ALR
Technologies SG Pte. Ltd.
Amendment No. 3 to Registration Statement on Form F-4
Filed on September 8, 2022
File No. 333-265166
Dear
Mr. Ecker and Mr. Ingram:
Pursuant
to a September 14, 2022 telephone conference between the undersigned and Mr. Ecker, the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) requested that our client, ALR Technologies SG Pte. Ltd. (the
“Company”), file a copy of the Loan Agreement included as Exhibit 10.6 to Amendment 3 to the Registration Statement on Form
F-4 filed by the Company on September 8, 2022 (“Amendment 3”) with Section 5.a. unredacted and update the disclosures in
Amendment 3 related to the Loan Agreement to include the information from such Section 5.a. (the “Staff Comments”). This
letter sets forth our response with respect to the Staff Comments. For your convenience, the references in our response to page numbers
are to Amendment No. 4 to the Registration Statement on Form F-4 (“Amendment 4”) and to the prospectus included therein.
The
Company respectfully notes the Staff Comments related to the Loan Agreement and in response has filed concurrently with this response
letter Amendment 4, which (i) includes an updated version of the Loan Agreement filed as Exhibit 10.6, with Section 5.a. of such Loan
Agreement unredacted, and (ii) updates the disclosures regarding the Loan Agreement on page 62 to include the information contained in
Section 5.a. of the Loan Agreement.
*
* *
If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (435) 674 0400 or rick.guerisoli@dentons.com.
Very
truly yours,
/s/
Rick Guerisoli
Rick
Guerisoli
cc: Steve
Brassard
ALR
Technologies SG Pte. Ltd.
2022-09-14 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
September 14, 2022
Scott Tozier
Executive Vice President and Chief Financial Officer
Albemarle Corporation
4250 Congress St., Suite 900
Charlotte, NC 28209
Re:Albemarle Corporation
Form 10-K for the year ended December 31, 2021
Filed February 22, 2022
File No. 001-12658
Dear Mr. Tozier:
We have reviewed your filing 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. Page numbers beginning with "S" correspond to the relevant section number in the
respective exhibits.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Mineral Properties, page 24
1.Please revise to report each individual property’s production by product such as salt,
Sulfate of Potassium (SOP), lithium, or bromine, etc. as required by Item 1303(B)(2)(i) of
Regulation S-K.
2.We note your reference to resource base in this section. Resource base is not a resource
category defined or allowed under S-K 1300 for disclosure of quantities or grades. Please
modify your disclosures to conform to the resource/reserve categories defined by Item
1300 of Regulation S-K.
3.We note you report your Wodgina and Sanfi properties resources and reserves on a 100%
percent basis due to exclusive marketing of the salable products and not on your
attributable ownership. Please revise to report your resources and reserves based on your
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
September 14, 2022 Page 2
FirstName LastName
Scott Tozier
Albemarle Corporation
September 14, 2022
Page 2
attributable ownership as required by Item 1303(b)(3)(iii) of Regulation S-K.
4.We note your Salar de Atacama resources are reported as Million metric tonne (MT) units
instead of the thousand metric tonne (000 mt) units found in the respective technical
reports. Please correct your resource and reserve estimates to conform to the estimates
reported in the technical reports.
Greenbushes, Australia, page 30
5.We are unable to verify the LoM sustaining capital calculation, based on the information
available within the technical report summary and elsewhere in your filing. Please
provide additional documentation in your filing and technical report that supports this cost
estimate, your cutoff grade calculation, and metallurgical recovery.
Safi, Jordan, page 41
6.We note your reserve disclosure for the Jordan Bromine operation in this section. Please
clarify whether these reserves are classified as proven and or probable and only report
those quantities and grades based on your ownership.
7.We note your reference to sections of the technical report for details regarding key
assumptions and other details, such as cutoff grade, price, and operating costs. This
information is required filing disclosure and may not be incorporated by reference to an
exhibit, especially if that information is also missing from the technical report. Please
modify your filing to include all required disclosure. See Item 1304(d)(1) of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 50
8.We noted the current period and prior period adjustments related to inventory foreign
exchange values, deferred tax liability, and capitalized interest values recognized in the
periods ended March 31, 2021, December 31, 2021 and March 31, 2022, as applicable.
Although you have determined that the adjustments were not material, in light of the
adjustments made over a relatively short period of time, please tell us your
consideration regarding your conclusion of the effectiveness of your internal control over
financial reporting as of the end of the reporting period ended December 31, 2021.
Notes to the Consolidated Financial Statements
Note 10- Investments, page 93
9.Regarding your 49% equity interest in Windfield, please tell us your consideration of Rule
3-09 of Regulation S-X to provide their separate annual financial statements.
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
September 14, 2022 Page 3
FirstName LastName
Scott Tozier
Albemarle Corporation
September 14, 2022
Page 3
Exhibit 96.1 Greenbush
Pit Optimization, page 115
10.We note the mining cost found on this page varies from your resource and reserve section
and is not found in your operating cost estimates. Please explain.
Expansionary Capital Costs, page 208
11.The expansionary capital appears to be in error and does not correspond clearly to the total
capital estimate. Please review this section to insure the expansionary capital and
sustaining capital are segregated and include your reclamation cost and timing.
Exhibit 96.2 Wodgina
Mineral Resource and Mineral Reserve Estimates, page 10
12.We note your Wodgina resources are reported on a 100% percent basis due to exclusive
marketing of the salable products and not on your attributable ownership of the property.
Please revise to report your resources based on your attributable ownership, as required by
Item 1303(b)(3)(iii) of Regulation S-K.
Exhibit 96.5 Jordan Bromine
Mineral Resource Estimates, page 8
13.We note your report your resources and reserves on a 100% percent basis and not based
on your attributable ownership. Please revise to report your classified resources and
reserves based on your attributable ownership, as required by Item 1303(b)(3)(iii) of
Regulation S-K.
Resource Estimation, page 47
14.Please define your resources as measured, indicated, and/or inferred as required by Item
1302(d)(1)(B)(iii) of Regulation S-K. In addition, please report your resources specifying
the volume, concentration, and contained bromine based on initial evaporation pond
intake.
15.Please include your cutoff grade estimate for your resources with the appropriate
parameters, prices, and costs, as required by Item 601(b)(96)(iii)(b)(11) of Regulation S-
K.
Mineral Reserves Estimates, page 49
16.Please define your reserves as proven and/or probable as required by Item 1302(e)(2) of
Regulation S-K. In addition, please report your reserves specifying the volume,
concentration, and contained bromine based on process plant intake.
17.Please include your cutoff grade estimate for your reserves with the appropriate
parameters, prices, and costs, as required by Item 601(b)(96)(iii)(b)(12) of Regulation S-
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
September 14, 2022 Page 4
FirstName LastNameScott Tozier
Albemarle Corporation
September 14, 2022
Page 4
K.
18.Please define the accuracy of your capital and operating costs estimates. See Item
601(b)(96)(iii)(b)(18) of Regulation S-K.
Exhibit 96.6 Magnolia
Mineral Reserve Estimates, page 43
19.Please include your cutoff grade estimate for your reserves with the appropriate
parameters, prices, and costs, as required by Item 601(b)(96)(iii)(b)(12) of Regulation S-
K.
Environmental Studies, Permitting, And Plans, page 67
20.Please provide the qualified person’s opinion on your plans for environmental
compliance. See Item 601(b)(96)(iii)(b)(17) of Regulation S-K.
Capital and Operating Costs, page 68
21.Please define the accuracy of your capital and operating costs estimates. See Item
601(b)(96)(iii)(b)(18) of Regulation S-K.
Exhibits 96.1, 96.2, 96.3, 96.4, 96.5 and 96.6
General, page S-1
22.We note you have provided disclaimers in several of your technical reports. Qualified
Persons are not allowed to disclaim responsibility except as allowed by Item 1302(f) of
Regulation S-K. Please remove all disclaimers from your technical report summaries.
Geological Setting, Mineralization, and Deposit, page S-6
23.Please ensure all your technical reports include a geologic cross-section and stratigraphic
column. See Item 601(b)(96)(iii)(b)(6) of Regulation S-K.
Sample Preparation, Analysis, and Security, page S-8
24.Please provide the qualified person’s opinion on the adequacy of sample preparation,
security, and analytical procedures. See Item 601(b)(96)(iii)(b)(8) of Regulation S-K.
Mineral Processing and Metallurgical Testing, page S-10
25.Please provide a declaration of estimated metallurgical recoveries and the qualified
person’s opinion on the adequacy of the information. See Item 601(b)(96)(iii)(b)(10) of
Regulation S-K.
Mineral Resource Estimates, page S-11
26.Please provide the qualified person’s opinion in regard to whether issues related to all
relevant technical and economic factors likely to influence the prospect of economic
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
September 14, 2022 Page 5
FirstName LastName
Scott Tozier
Albemarle Corporation
September 14, 2022
Page 5
extraction can be resolved with further study and work. See Item 601(b)(96)(iii)(b)(11) of
Regulation S-K.
Mineral Reserve Estimates, page S-12
27.Please provide the qualified person’s opinion on how your mineral reserve estimates could
be materially affected by risk factors associated with or changes to any aspects of the
modifying factors. See Item 601(b)(96)(iii)(b)(12) of Regulation S-K.
Mining Methods, page S-13
28.Please provide annual numerical values for your life of mine production schedule to
support the graphs provided in this section. This would include annual waste stripping,
mined and processed ore with associated grades for the life of mine. For solution mining
applications this would include initial quantities pumped with solution grade or quality
with expected recovery after evaporation, followed by processing plant input of quantities
pumped with solution grade and expected recovery. See Item 601(b)(96)(iii)(b)(13) of
Regulation S-K.
Market Studies, page S-16
29.Please provide a five year historical review of the commodity price and your price
projection. Please provide sufficient detail to support this price projection and include all
your material considerations See Item 601(b)(96)(iii)(b)(16) of Regulation S-K.
Capital and Operating Costs, page S-18
30.Please disclose your annual capital by major components and operating costs by major
cost centers for each year along with your totals and reclamation costs. See Item
601(b)(96)(iii)(b)(18) of Regulation S-K.
Economic Analysis, page S-19
31.Please provide annual numerical values to support all the graphs provided in this section.
Please provide numerical values for your annual cash flow, including your annual
production, salable product quantities, revenues, major cost centers, taxes & royalties,
capital, and final closure costs. See Item 601(b)(96)(iii)(b)(19) of Regulation S-K. Please
provide supplementally a functioning excel file of your cash flow analysis.
FirstName LastNameScott Tozier
Comapany NameAlbemarle Corporation
September 14, 2022 Page 6
FirstName LastName
Scott Tozier
Albemarle Corporation
September 14, 2022
Page 6
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Sasha Parikh at 202-551-3627 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ken Schuler at 202-551-3718 or Craig Arakawa at 202-551-3650 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2022-09-08 - CORRESP - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
CORRESP
1
filename1.htm
September
8, 2022
Bradley
Ecker, Esq.
Geoffrey
Kruczek, Esq.
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100
F Street, N.E.
Washington, DC 20549-3010
Re: ALR
Technologies SG Pte. Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed on August 5, 2022
File No. 333-265166
Dear
Mr. Ecker and Mr. Kruczek:
By
your letter dated August 17, 2022 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Amendment No. 2 Registration Statement on Form F-4
(“Amendment 2”) submitted on August 5, 2022 by our client, ALR Technologies SG Pte. Ltd. (the “Company”).
This letter sets forth our response with respect to the comments contained in the SEC Letter. For your convenience, we have set forth
below the Staff’s comments in bold italic typeface followed by the Company’s responses thereto and references in the responses
to page numbers are to the Amendment No. 3 to the Registration Statement (“Amendment 3”) and to the prospectus included
therein.
Concurrently
herewith, we are submitting Amendment No. 3 electronically via the EDGAR system. The changes made in Amendment 3 reflect the responses
of the Comment to the Staff’s comments as set forth in the SEC Letter.
The
Company has asked us to convey the following as its responses to the Staff.
Exhibit
23.1, page 1
1. Please
advise your independent registered public accounting firm to provide an updated auditor consent.
Response:
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has provided an updated auditor consent as
Exhibit 23.1 to Amendment 3.
Exhibits
2. We
note your Option Agreement with your CEO, Sidney Chan, entered into on July 7, 2022. Please
file this Option Agreement as an exhibit to your registration statement. Refer to Item 601(b)(10)
of Regulation S-K.
Response:
The
Company respectfully notes the Staff’s comment and respectfully advises the Staff that it has filed the Option Agreement as Exhibit
10.5 to Amendment 3.
Exhibits
3. Paragraph
7 of Exhibit 5.1 includes numerous inappropriate assumptions underlying the opinion rendered.
Please file a revised opinion that does not include those assumptions.
Response:
The
Company respectfully notes the Staff’s comment and has caused an updated Exhibit 5.1 to be filed with Amendment 3 which has been
revised to reflect the modification and/or removal of certain assumptions included in Exhibit 5.1 filed with Amendment 2, including the
removal of the assumptions contained in paragraphs d., g.(i) and (ii), h., i., k., m., n., i.(i) and (ii), p., q., r., t., w., x., and
z of the Exhibit 5.1 previously filed with Amendment 2.
General
4. Please
expand your revisions in response to prior comment 4 to clarify if you considered the tax
consequences of the merger to your controlling and non-controlling shareholders.
Response:
The
Company respectfully notes the Staff’s comment and has revised the Section entitled Material Tax Considerations Relating to the
Reincorporation on page 33 to provide the requested clarification.
*
* *
If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (435) 674 0400 or rick.guerisoli@dentons.com.
Very
truly yours,
/s/
Rick Guerisoli
Rick
Guerisoli
cc: Steve
Brassard
ALR
Technologies SG Pte. Ltd.
2022-09-01 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter September 1, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Amendment No. 4 to Registration Statement on Form S-4 Filed August 8, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated August 25, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 5 (“Amendment No. 5”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 5, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Amendment No. 4 to Form S-4 dated August 8, 2022 Proxy Statement for Extraordinary General Meeting of Cartesian Growth Corporation, page 1 1. Reconcile and or conform throughout your filing, Class A common stock to be outstanding following the Business Combination, e.g. 145,024,612 assuming no redemptions on page 17 vs 142,662,728 on the prospectus cover page. Cartesian Growth Corporation September 1, 2022 Page 2 Response: The Company acknowledges the Staff’s comment and has amended the disclosure on the cover page of the Amended Registration Statement to clarify that the Registration Statement covers 141,392,184 shares of Class A Common Stock (representing the maximum amount of shares of Class A Common Stock issuable to shareholders of Cartesian and Alvarium in connection with the Business Combination and the amount shares of Class A Common Stock issuable upon exchange of the maximum amount of Umbrella Class B Common Units issuable to members of TWMH and the TIG Entities in connection with the Business Combination, in each case, assuming the No Redemptions scenario, that the maximum amount of Class A Common Stock and Umbrella Class B Common Units, as applicable, are issued as the Alvarium Shareholders Earn-Out Consideration, the TIG Entities Members Earn-Out Consideration, and the TWMH Members Earn-Out Consideration, respectively, and that no shares are forfeited by the Sponsor under the Sponsor Support Agreement), 20,400,000 shares of Class A Common Stock issuable upon exercise of warrants and 20,400,000 warrants to acquire shares of Class A Common Stock. Additionally, the Company has amended its disclosure on pages 17, 18, 68, 245, 246 and 268 to clarify that the 145,024,612 outstanding shares referenced on such pages (inclusive of shares issued to the PIPE Investors, which are not being registered on the Registration Statement) does not take into account the impact of any Earn-Out Securities. Beneficial ownership levels in the Company.., page 17 2. Please disclose components of earn-out securities, and if it includes the 1,282,500 Class A Common Stock held by Sponsor, that is excluded from Sources and Uses of Funds for the Business Combination as disclosed on page 47. Response: The Company acknowledges the Staff’s comment and has amended the disclosure on pages 17 and 18 of the Amended Registration Statement to clarify that the “Earn-Out Securities” include, in addition to the maximum amount of Class A Common Stock and Class B Common Stock, as applicable, issuable as the Alvarium Shareholders Earn-Out Consideration, the TIG Entities Members Earn-Out Consideration, and the TWMH Members Earn-Out Consideration, respectively, and the 1,282,500 shares of Class A Common Stock held by Sponsor and subject to potential forfeiture based on a five-year-post-closing earn-out. Sources and Uses of Funds for the Business Combination, page 47 3. Please enhance your disclosures to clarify that Sources with respect to Alvarium, TWMH and TIG represent the issuance of Class A common stock at an implied value of $10.00 for 86,245,377 shares to the respective Shareholders and or Members. Cartesian Growth Corporation September 1, 2022 Page 3 Response: The Company acknowledges the Staff’s comment and has amended pages 47 and 48 of the Amended Registration Statement to disclose that such figures with respect to Alvarium, TWMH and the TIG Entities represent the issuance of an aggregate of 86,245,377 (under the No Redemptions scenario) and 88,106,139 (under the Maximum Redemptions scenario) shares of Class A Common Stock and Paired Interests to Alvarium Shareholders, TWMH Members, and TIG Entities Members, as applicable, at an implied value of $10.00 per share or Paired Interest. 4. You disclose that Sponsor and Independent Directors Equity in Cartesian of $73 million will be a source of funds in the Business Combination and then also a use in equity consideration to Sponsor and Independent Directors. Based on your description of the Business Combination on page 251 and the related pro forma adjustments, there does not appear to be any exchange of funds with regard to these equity interests but rather a conversion of Class B ordinary shares of Cartesian into Class A Common Stock of Alvarium Tiedemann. Please revise your disclosures accordingly. Response: The Company acknowledges the Staff’s comment and has amended pages 47 and 48 of the Amended Registration Statement to disclose that such figures with respect to the Sponsor and Independent Directors represent a conversion of Class B ordinary shares of Cartesian into Class A Common Stock of Alvarium Tiedemann. Diagram of the Company’s organizational structure immediately following the completion of the Business Combination, page 51 5. Please address the following: • Conform reference to Class A and Class B shareholders in Alvarium Tiedemann consistent with references disclosed in the table on page 245 that presents the Economic and Voting Interest in Alvarium Tiedemann, e.g. Alvarium Tiedemann Shareholders (public shareholders) and Independent Directors (Initial Shareholders). • Add the table on page 245 that presents the Economic and Voting Interest in Alvarium Tiedemann to supplement the diagram. • Enhance your diagram to add (Alvarium Tiedemann) under Alvarium Tiedemann, Holdings, Inc. Capital, LLC (US) and (Umbrella) under Alvarium Tiedemann Capital, LLC (US). Response: The Company acknowledges the Staff’s comment and has amended the disclosure on pages 51, 196 and 243 of the Amended Registration Statement in response to the Staff’s comment, and has conformed the use of the term “Public Shareholders” throughout to refer to the holders of Public Shares. Cartesian Growth Corporation September 1, 2022 Page 4 Summary of Historical Consolidated Financial Information of TWMH, page 55 6. Please tell us and enhance your disclosures to explain why you have only adjusted $2.3 million for the OTTI impairment of Tiedemann Constantia AG Equity method investment in arriving at Adjusted EBITDA and not total the OTTI impairment recognized in the TWMH Consolidated Statement of Income of $3.1 million in on page F-42. Response: The Company acknowledges the Staff’s comment and notes that $2.3 million represents the total OTTI impairment for the year ended December 31, 2021, as disclosed in Note 6, “Equity Method Investments,” to the Consolidated Financial Statements of TWMH Consolidated Statement of Income on page F-57. For the year ended December 31, 2021, the Company has enhanced its disclosure in footnote (c) on page 57, as well as on page 272 within footnote (e) of the Pro Forma Combined Adjusted Net Income and Combined Adjusted EBITDA and Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH on page 357, to clarify that the $3.1 million TWMH Consolidated Statement of Income line item includes $2.4 million of OTTI impairment and $0.7 million of TWMH’s share of net loss during 2021. 7. Please disclose, if true, that the equity compensatory earn-in of $377 thousand is included in equity settled share-based payments of $968 thousand for the three months ended March 31, 2022 and if not, why you have only adjusted for the Holbein cash compensatory earn-in in arriving at Adjusted EBITDA. Response: The Company acknowledges the Staff’s comment and confirms that the equity portion of the compensatory earn-in related to the Holbein acquisition is included in the $968 thousand equity settled share-based payments adjustment for the three months ended March 31, 2022. The Company has enhanced its disclosure in footnote (f) for the six months ended June 30, 2022 on page 57 to reflect this fact, with corresponding updates to page 272 within footnote (h) of the Pro Forma Combined Adjusted Net Income and Combined Adjusted EBITDA and Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH on page 357. Selected Operating Metrics, page 56 8. Please disclose historical net income together with EBITDA and Adjusted EBITDA for each TWMH, TIG Entities and Alvarium. Response: The Company acknowledges the Staff’s comment and has added historical net income together with Adjusted Net Income and Adjusted EBITDA in Summary Historical Consolidated Financial Information for each of TWMH, the TIG Entities and Alvarium. Cartesian Growth Corporation September 1, 2022 Page 5 Summary of Historical Consolidated Financial Information of the TIG Entities, page 58 9. You disclose in footnote (d) on page 60, that Class D-1 members are entitled to 49.37% of the net profits and losses. We also note on page 296, that you disclose that Class D-1 equity interest is entitled to 49.37% of the profits attributable to the TIG Arbitrage strategy. Tell us and enhance your disclosures to clarify whether Class D-1 members are entitled to a percentage of both profits and losses net of tax or a percentage of gross profits and conform disclosures throughout the filing. Response: The Company acknowledges the Staff’s comment and has enhanced its disclosures throughout the filing to clarify that Class D-1 members are entitled to 49.37% of both pre-tax profits and losses of TIG Arbitrage Strategy (which is a subset of the total pre-tax net income). 10. Please disclose how your adjustments to Adjusted EBITDA, excluding fair value adjustments to strategic investments, reconcile to the related TIG Consolidated Statements of Income on pages F-102 and F-119. Response: The Company acknowledges the Staff’s comment and has revised its footnotes to its Adjusted Net Income and Adjusted EBITDA table to disclose how each adjustment reconciles to the related TIG Entities Consolidated Statements of Income. Please see updates made to the June 30, 2022 Summary of Historical Consolidated Financial Information of the TIG Entities on page 61, as well as corresponding updates to Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TIG Entities on page 378. Summary of Historical Consolidated Financial Information of Alvarium, page 61 11. Please disclose how “Other one-time fees and charges (b) & (d)” reconcile to the related Alvarium Consolidated Statements of Income on pages F-138 and F-204. Additionally based on the footnote explanations, it appears “Other one-time fees and charges (b)” for the three months ended March 31, 2022 should be (d). Response: The Company acknowledges the Staff’s comment and has revised footnotes (b) and (d) to its Adjusted Net Income and Adjusted EBITDA table to disclose how each adjustment reconciles to the related Alvarium Consolidated Statements of Income. Additionally, the Company has updated its footnote label to (d) as indicated. Cartesian Growth Corporation September 1, 2022 Page 6 Please see update made to the June 30, 2022 Summary of Historical Consolidated Financial Information of Alvarium on pages 64-67, as well as update to the descriptions in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alvarium on pages 398-400. Comparative Historical and Unaudited Pro Forma Per Share Financial Information, page 67 12. Please disclose that assumed conversion of Class B Common Stock is excluded from the year ended December 31, 2021 as the inclusion is anti-dilutive. Response: The Company acknowledges the Staff’s comment and has added this disclosure to Comparative Historical and Unaudited Pro Forma Per Share Financial Information on page 68. Unaudited Pro Forma Condensed Combined Financial Information, page 245 13. Please add to the header of the table summarizing pro forma ownership “Economic Interest in Alvarium Tiedemann” (Class A Common Stock) and add to the header “Voting Interest in Alvarium Tiedemann” (Class A and Class B Common Stock). Response: The Company acknowledges the Staff’s comment and has added “Economic Interest in Alvarium Tiedemann” (Class A Common Stock) and “Voting Interest in Alvarium Tiedemann” (Class A and Class B Common Stock) as indicated to the table summarizing pro forma ownership on page 245. 14. We note your adjustments of $1.9 million related to the Class D-1 equity interest including the expected change from an equity interest to compensation as a result of and subsequent to the Business Combination. Please tell us and revise your disclosures accordingly, why if in essence this is a change in how the TIG Arbitrage Strategy interests will be accounted for and settled, you have recognized an increase to accumulated deficit and not an adjustment to reclassify the $1.9 million from TIG Entities Total member equity of $113.9 million which includes total net income for the period of $5.5 million inclusive of the $1.9 million related Class D-1 interest to be settled via accrued compensation and profit sharing. Response: The Company acknowledges the Staff’s comment and has revised the $4.1 million (previously $1.9 million) adjustment as a reclassification from TIG Entities Total member equity. Please see update made to the June 30, 2022 Unaudited Pro Forma Condensed Combined Balance Sheet on page 248 as well as footnote (b) on page 259 to clarify the nature of the adjustment. Cartesian Growth Corporation September 1, 2022 Page 7 15. We note the adjustments (c) to the March 31, 2022 pro forma retained earnings (accumulated deficit) of ($29.3) million and (f)(x) of $31.2 million related to estimated transaction costs incurred in connection with the Business Combination and then the elimination of these transaction costs, including the $1.9 million increase to retained earnings to eliminate compensation expense associated with the Class D-1 equity interest holder. We also note that from your Business Combination acquisition footnote (f) on page 261, that you recognized an increase to accounts payable and accrued expenses of $29.3 million in applying the acquisition method. Please address the following: • Tell us and revise your disclosures accordingly, your basis for recognizing these transaction costs in applying the acquisition method to the Business combination. Refer to ASC 805-10-25-23. • Tell us and revise your disclosures accordingly, your basis for the adjustment to retained earnings of the incremental $29.3 million; and • Tell us and revise your disclosures accordingly, your basis for the $31.2 million elimination of transaction costs, including the $1.9 million associated with the Class D-1 equity interest holde
2022-08-31 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
United States securities and exchange commission logo
August 31, 2022
Ge Xiaolei
Chief Financial Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street
Haidian District, Beijing
People's Republic of China 100082
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year ended December 31, 2021
Filed April 22, 2022
File No. 001-15264
Dear Mr. Xiaolei:
We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-08-30 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
United States securities and exchange commission logo
August 30, 2022
Ryan Greenawalt
Chief Executive Officer and Director
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
File No. 001-38864
Dear Mr. Greenawalt:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-08-25 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
August 25, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Amendment No. 4 to
Registration Statement on Form S-4
Filed August 8, 2022
File No. 333-262644
Dear Mr. Yu:
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. Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2022 letter.
Amendment No. 4 to Form S-4 dated August 8, 2022
Proxy Statement for Extraordinary General Meeting of Cartesian Growth Corporation, page 1
1.Reconcile and or conform throughout your filing, Class A common stock to be
outstanding following the Business Combination, e.g. 145,024,612 assuming no
redemptions on page 17 vs 142,662,728 on the prospectus cover page.
Beneficial ownership levels in the Company......, page 17
2.Please disclose components of earn-out securities, and if it includes the 1,282,500 Class A
Common Stock held by Sponsor, that is excluded from Sources and Uses of Funds for the
Business Combination as disclosed on page 47.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 25, 2022 Page 2
FirstName LastNamePeter Yu
Cartesian Growth Corporation
August 25, 2022
Page 2
Sources and Uses of Funds for the Business Combination, page 47
3.Please enhance your disclosures to clarify that Sources with respect to Alvarium, TWMH
and TIG represent the issuance of Class A common stock at an implied value of $10.00
for 86,245,377 shares to the respective Shareholders and or Members.
4.You disclose that Sponsor and Independent Directors Equity in Cartesian of $73 million
will be a source of funds in the Business Combination and then also a use in equity
consideration to Sponsor and Independent Directors. Based on your description of the
Business Combination on page 251 and the related pro forma adjustments, there does not
appear to be any exchange of funds with regard to these equity interests but rather a
conversation of Class B ordinary shares of Cartesian into Class A Common Stock of
Alvarium Tiedemann. Please revise your disclosures accordingly.
Diagram of the Company's organizational structure immediately following the completion of the
Business Combination, page 51
5.Please address the following:
•Conform reference to Class A and Class B shareholders in Alvarium Tiedemann
consistent with references disclosed in the table on page 245 that presents the
Economic and Voting Interest in Alvarium Tiedemann, e.g. Alvarium Tiedemann
Shareholders (public shareholders) and Independent Directors (Initial Shareholders).
•Add the table on page 245 that presents the Economic and Voting Interest Interest in
Alvarium Tiedemann to supplement the diagram.
•Enhance your diagram to add (Alvarium Tiedemann) under Alvarium Tiedemann,
Holdings, Inc. Capital, LLC (US) and (Umbrella) under Alvarium Tiedemann
Capital, LLC (US).
Summary of Historical Consolidated Financial Information of TWMH, page 55
6.Please tell us and enhance your disclosures to explain why you have only adjusted $2.3
million for the OTTI impairment of Tiedemann Constantia AG Equity method investment
in arriving at Adjusted EBITDA and not total the OTTI impairment recognized in the
TWMH Consolidated Statement of Income of $3.1 million in on page F-42.
7.Please disclose, if true, that the equity compensatory earn-in of $377 thousand is included
in equity settled share-based payments of $968 thousand for the three months ended
March 31, 2022 and if not, why you have only adjusted for the Holbein cash
compensatory earn-in in arriving at Adjusted EBITDA.
Selected Operating Metrics, page 56
8.Please disclose historical net income together with EBITDA and Adjusted EBITDA for
each TWMH, TIG Entities and Alvarium.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 25, 2022 Page 3
FirstName LastNamePeter Yu
Cartesian Growth Corporation
August 25, 2022
Page 3
Summary of Historical Consolidated Financial Information of the TIG Entities, page 58
9.You disclose in footnote (d) on page 60, that Class D-1 members are entitled to 49.37% of
the net profits and losses. We also note on page 296, that you disclose that Class D-1
equity interest is entitled to 49.37% of the profits attributable to the TIG Arbitrage
strategy. Tell us and enhance your disclosures to clarify whether Class D-1 members are
entitled to a percentage of both profits and losses net of tax or a percentage of gross profits
and conform disclosures throughout the filing.
10.Please disclose how your adjustments to Adjusted EBITDA, excluding fair value
adjustments to strategic investments, reconcile to the related TIG Consolidated Statements
of Income on pages F-102 and F-119.
Summary of Historical Consolidated Financial Information of Alvarium, page 61
11.Please disclose how “Other one-time fees and charges (b) & (d)” reconcile to the related
Alvarium Consolidated Statements of Income on pages F-138 and F-204. Additionally
based on the footnote explanations, it appears “Other one-time fees and charges (b)” for
the three months ended March 31, 2022 should be (d).
Comparative Historical and Unaudited Pro Forma Per Share Financial Information, page 67
12.Please disclose that assumed conversion of Class B Common Stock is excluded from the
year ended December 31, 2021 as the inclusion is anti-dilutive.
Unaudited Pro Forma Condensed Combined Financial Information, page 245
13.Please add to the header of the table summarizing pro forma ownership “Economic
Interest in Alvarium Tiedemann” (Class A Common Stock) and add to the header “Voting
Interest in Alvarium Tiedemann” (Class A and Class B Common Stock).
14.We note your adjustments of $1.9 million related to the Class D-1 equity interest
including the expected change from an equity interest to compensation as a result of and
subsequent to the Business Combination. Please tell us and revise your disclosures
accordingly, why if in essence this is a change in how the TIG Arbitrage Strategy interests
will be accounted for and settled, you have recognized an increase to accumulated deficit
and not an adjustment to reclassify the $1.9 million from TIG Entities Total member
equity of $113.9 million which includes total net income for the period of $5.5 million
inclusive of the $1.9 million related Class D-1 interest to be settled via accrued
compensation and profit sharing.
15.We note the adjustments (c) to the March 31, 2022 pro forma retained earnings
(accumulated deficit) of ($29.3) million and (f)(x) of $31.2 million related to estimated
transaction costs incurred in connection with the Business Combination and then the
elimination of these transaction costs, including the $1.9 million increase to retained
earnings to eliminate compensation expense associated with the Class D-1 equity interest
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 25, 2022 Page 4
FirstName LastNamePeter Yu
Cartesian Growth Corporation
August 25, 2022
Page 4
holder. We also note that from your Business Combination acquisition footnote (f) on
page 261, that you recognized an increase to accounts payable and accrued expenses of
$29.3 million in applying the acquisition method. Please address the following:
•Tell us and revise your disclosures accordingly, your basis for recognizing these
transaction costs in applying the acquisition method to the Business combination.
Refer to ASC 805-10-25-23.
•Tell us and revise your disclosures accordingly, your basis for the adjustment to
retained earnings of the incremental $29.3 million; and
•Tell us and revise your disclosures accordingly, your basis for the $31.2 million
elimination of transaction costs, including the $1.9 million associated with the Class
D-1 equity interest holder.
16.We note pro forma adjustments footnote (f) of $3,019 thousand and $12,308 thousand for
the three months ending March 31, 2022 and December 31, 2021, respectively. We are
unable to recalculate based on the footnotes on pages 265 and 266, respectively. Please
disclose the calculation of net income attributable to non-controlling interests in
subsidiaries in the respective footnotes (f). Refer to Regulation S-X, Rule 11-02(a)(8).
Notes to the Unaudited Pro Forma Combined Financial Statements
Description of the Business Combination, page 251
17.You disclose that as a result of the transaction (Business Combination), the Alvarium
Tiedemann equity holders will collectively hold a majority of the equity of the combined
company. Please clarify that Alvarium Tiedemann will collectively hold a majority of the
equity of Umbrella consistent with your diagram on page 51 and tables on pages 245 and
246.
18.Please disclose if true, that in conjunction with Cartesian’s change in jurisdiction, (a) each
outstanding Class A ordinary share will automatically convert into one share of Alvarium
Tiedemann Class A Common Stock, (b) each outstanding Class B ordinary share will
automatically convert into one share of Alvarium Tiedemann Class A Common Stock and
(c) the outstanding warrants to purchase Class A ordinary shares will automatically
become exercisable for shares of Alvarium Tiedemann Class A Common Stock.
19.Please conform references to Cartesian and Alvarium Tiedemann, e.g. Alvarium
Tiedeman forms Umbrella Merger Sub, LLC; Alvarium Tiedemann contributes cash to
Umbrella.
Certain Non-GAAP Pro Forma Information, page 270
20.Please tell us and disclose how you determined the $393 thousand transaction expenses
adjustment in your determination of Pro Forma Combined Adjusted EBITDA and how
this reconciles to the $3,098 thousand pro forma adjustment to exclude transaction
expenses on page 249 and thus is excluded in your beginning pro forma net income of
$16,177 thousand for the three months ended March 31, 2022.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 25, 2022 Page 5
FirstName LastName
Peter Yu
Cartesian Growth Corporation
August 25, 2022
Page 5
21.Please tell us and disclose why you have adjusted to exclude the $3,098 thousand of
transactions costs in your determination of Pro Forma net income for the period ending
March 31, 2022 but then adjusted to include transaction costs of $15,564 thousand and
$25,534 thousand for the year ended December 31, 2021.
22.Please tell us and disclose how you determined the $42,898 thousand of transaction fee
adjustment in your determination of Pro Forma Combined Adjusted EBITDA and how
this reconciles to the $15,564 thousand pro forma adjustment on page 407 and $25,534
thousand on page 250.
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
TIG Entities, page 363
23.Please enhance your disclosures in footnotes (d) on page 377 and (i) on page 406 to
disclose how the Affiliate profit-share in TIG Arbitrage will be accounted for post
Business Combination and reference the pro forma presentation on page 250.
Combined Historical Non-GAAP Measures, page 406
24.Please revise the heading of “Combined Historical Non-GAAP Measures” to “Historical
and Combined Non-GAAP Measures of TWMH, TIG Entities and Alvarium” and the
sentence preceding the table from "reconciliation of combined historical net income....." to
"reconciliation of historical and combined net income of TWMH, TIG Entities and
Alvarium...." to clearly differentiate from your Pro Forma Combined EBITDA measures.
25.You disclose on page F-83 that you recognized contingent compensatory earn-ins of
$753.6 thousand for the three-month period ended March 31, 2022 related to Holbein.
Please tell us and enhance your disclosure in footnote (h) to clarify, if true, that this earn-
in includes both cash and equity compensatory earn-ins of $377 thousand each. Please
also disclose, if true, that the equity compensatory earn-in of $377 thousand is included in
equity settled share-based payments of $968 thousand for the three months ended March
31, 2022 and if not why.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Thomas R. Martin
2022-08-19 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP 1 filename1.htm CORRESP www.altaequipment.com August 19, 2022 Linda Cvrkel Blaise Rhodes Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Alta Equipment Group Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Form 8-K dated May 10, 2022 File No. 001-38864 Dear Linda Cvrkel and Blaise Rhodes: Alta Equipment Group Inc. (the “Company”) has received your comment letter (the “Comment Letter”) dated August 10, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings of the Company. The following is the Company’s response to the Staff’s comment in the Comment Letter. For ease of reference, we have included the comment in its entirety in bold and italicized text preceding our response. Form 8-K dated May 10, 2022 Alta Equipment Group Inc. Earnings Press Release dated May 10, 2022, page 1 1. In the heading to the press release, you disclose the Non-GAAP measure "Adjusted basic and diluted net loss per share" but do not disclose the most comparable GAAP measure, basic and diluted net loss per share. Please revise your disclosure to present the most comparable GAAP measure more prominently than the Non-GAAP measure. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G and Question 102.10 of the Compliance and Disclosure Interpretations Regarding Non-GAAP Financial Measures. The Company acknowledges the Staff’s comment as put forth above. The Company will, in future filings related to financial results and the presentation of financial information, present the most directly comparable GAAP measure with equal or greater prominence relative to Non-GAAP measures. Specifically, the Company will include, with equal or greater prominence, the basic and diluted net loss per share as the most directly comparable GAAP measure to the Non-GAAP measure of adjusted basic and diluted net loss per share. Based on the comment received, we have included an example of the enhanced disclosure. See Attachment I. If you have any further questions or comments, please do not hesitate to contact me at (248) 449-6700. Sincerely, /s/ Ryan Greenawalt Ryan Greenawalt Chief Executive Officer ATTACHMENT I EXAMPLE OF REVISED DISCLOSURE FOR FUTURE FILINGS To ensure an equal or greater prominence on basic and diluted net loss per share the following represents an example of the revisions that will be reflected in future filings using data from the Company’s first quarter 2022 financial results, as reflected in the Form 8-K dated May 10, 2022. Alta Equipment Group Inc. Reports First Quarter 2022 Financial Results First Quarter Financial Highlights: (comparisons are year over year) •Net revenues increased 23.4% year over year to $331.7 million •Construction and Material Handling revenue of $206.1 million and $125.6 million, respectively •Product Support revenue increased $21.5 million year over year to $101.6 million •Record first quarter financial results primarily due to strong demand for equipment and product support growth •Net loss of $(2.0) million available to common shareholders compared to a loss of $(5.7) million in 2021 •Basic and diluted net loss per share of $(0.06) compared to $(0.19) in 2021 •Adjusted basic and diluted net loss per share of $(0.02) compared to $(0.14) in 2021 •Adjusted EBITDA grew 30.4% to $30.0 million, compared to $23.0 million in 2021
2022-08-17 - UPLOAD - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
United States securities and exchange commission logo
August 17, 2022
Steve Brassard
Director, Finance
ALR Technologies SG Pte. Ltd.
80 Robinson Road #02-00
Singapore 068898
Re:ALR Technologies SG Pte. Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed on August 5, 2022
File No. 333-265166
Dear Mr. Brassard:
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. Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2022 letter.
Form F-4 filed August 5, 2022
Exhibit 23.1, page 1
1.Please advise your independent registered public accounting firm to provide an updated
auditor consent.
Exhibits
2.We note your Option Agreement with your CEO, Sidney Chan, entered into on July 7,
2022. Please file this Option Agreement as an exhibit to your registration statement. Refer
to Item 601(b)(10) of Regulation S-K.
3.Paragraph 7 of Exhibit 5.1 includes numerous inappropriate assumptions underlying the
FirstName LastNameSteve Brassard
Comapany NameALR Technologies SG Pte. Ltd.
August 17, 2022 Page 2
FirstName LastName
Steve Brassard
ALR Technologies SG Pte. Ltd.
August 17, 2022
Page 2
opinion rendered. Please file a revised opinion that does not include those assumptions.
General
4.Please expand your revisions in response to prior comment 4 to clarify if you considered
the tax consequences of the merger to your controlling and non-controlling shareholders.
You may contact Charles Eastman at (202) 551-3794 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Rick Guerisoli
2022-08-10 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum Corporation of China Limited
August 10, 2022
Via EDGAR
Mr. Joseph Klinko and Ms. Lily Dang
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of China Limited
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 22, 2022
File No. 001-15264
Dear Mr. Klinko and Ms. Dang:
This letter is in response to the comment letter
from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”), dated July 7, 2022, relating to the Annual Report of Aluminum Corporation of China Limited (“the
Company”) on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”), which was
filed with the Commission on April 22, 2022. The Company expresses its appreciation to the Staff for taking the time to review the
2021 From 20-F, and for providing the helpful comments.
The Company has filed today, via EDGAR, this letter
with the Commission. Exhibit A attached to this letter (“Exhibit A”) sets forth the Company’s proposed revisions
to the 2021 Form 20-F, and Exhibit B attached to this letter (“Exhibit B”) sets forth the revised Technical
Report Summary (the “Revised Exhibit 96.1), in each case reflecting the Company’s responses to the comment letter. The
Company has responded, to the extent relevant, to each of the Staff’s comments by incorporating revisions in Exhibit A or Exhibit B
in light of the comment, or providing an explanation if the Company has not fully responded to the comment.
To facilitate the Staff’s review, we have
included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s
response immediately following each comment. The page numbers in the responses, unless otherwise indicated, refer to the page numbers
appearing on the bottom of Exhibit A or Exhibit B, as the case may be.
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Mr. Joseph Klinko and Ms. Lily Dang
Form 20-F for the Fiscal Year Ended December 31,
2021
Cover Page
1. We note that you have disclosures beginning on page 17, under the heading "Our operations are affected by a number of
risks relating to conducting business in the PRC," and continuing with related subjects on pages 18, 19, and 20, which appear
to be partially responsive to some of the sample comments for China-Based Companies that were posted to our website in December 2021.
However, we have in this letter comments seeking the
disclosure of additional information based on that guidance, and we believe that you should position or reposition all related disclosures
prominently, without regard to the sectional headings utilized for the sample comments, in the forepart of the document.
In addition to the foregoing, the disclosures on pages 19
and 20, concerning your auditor being subject to the determinations announced by the PCAOB, and how the Holding Foreign Companies Accountable
Act and related regulations may affect your company, as may impact the inspection interval for auditors and the amount of time before
your securities may be prohibited from trading or delisted, should appear adjacent to the cover page or in advance of all other risk
factor disclosures.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that an amendment to the 2021 Form 20-F or a future annual report on Form 20-F (the “Revised 20-F”)
will add certain key risks at the beginning of Item 3 of the Revised 20-F, and reposition previous disclosures on pages 19 and 20
and disclosure of risks related to operating in China in advance of all other risk factor disclosures. For such proposed revisions to
the 2021 Form 20-F, please refer to pages 1-7, 19, and 23-26 of Exhibit A.
Key Information, page 1
Risk Factors, page 1
2. Provide disclosure about the legal and operational risks associated with being based in or having the majority of your operations
in China to make clear:
• How these risks could result in a material change in your operations and/or the value of your securities, or could significantly
limit or completely hinder your ability to continue to offer securities to investors and cause the value of your securities to significantly
decline or become worthless.
-2-
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Mr. Joseph Klinko and Ms. Lily Dang
• How recent statements and regulatory actions by China's government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the Revised 20-F will add certain legal and operational risks associated with being based and having the majority
of our operations in China at the beginning of Item 3 of the Revised 20-F, and revise the risk factor titled “Our operations are
affected by a number of risks relating to conducting business in the PRC. The PRC government has significant authority to intervene or
influence the operations of a China-based company, such as us, at any time. The materialization of any such risk may result in a material
adverse change to our business, prospects, financial condition and results of operations, and cause your investment in our ADSs to significantly
decline in value or become worthless.” For such proposed revisions to the 2021 Form 20-F, please refer to pages 1, 2,
4 and 5 of Exhibit A.
3. Please summarize, for purposes of risk factor disclosure, each permission or approval that you or your subsidiaries are required
to obtain from Chinese authorities to operate your business, and state whether you or your subsidiaries are covered by permission requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC), or any other governmental agency that
is required to approve your operations.
Please also state, affirmatively, whether you have received
all requisite permissions or approvals, indicate whether any permissions or approvals have been denied, and describe the consequences
to you and your investors if you or your subsidiaries -
• do not receive or maintain such permissions or approvals,
• inadvertently conclude that such permissions or approvals are not required, or the applicable laws, regulations, or interpretations
change and you are required to
• obtain such permissions or approvals in the future.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the Revised 20-F will add the disclosure titled “Requisite Permissions and Approvals” at the beginning
of Item 3 of the Revised 20-F, and make conforming changes to “Regulatory Overview” section of Item 4 of the Revised 20-F.
For such proposed revisions to the 2021 Form 20-F, please refer to pages 1, 2 and 63 of Exhibit A.
-3-
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Mr. Joseph Klinko and Ms. Lily Dang
4. Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to highlight
the following risks.
• The Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value
of your securities.
• Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or become worthless.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the Revised 20-F will add the risks related to Chinese government’s significant oversight and discretion
over the conduct of our business at the beginning of Item 3 of the Revised 20-F, and revise the risk factor titled “Our operations
are affected by a number of risks relating to conducting business in the PRC. The PRC government has significant authority to intervene
or influence the operations of a China-based company, such as us, at any time. The materialization of any such risk may result in a material
adverse change to our business, prospects, financial condition and results of operations, and cause your investment in our ADSs to significantly
decline in value or become worthless.” For such proposed revisions to the 2021 Form 20-F, please refer to pages 1, 2,
4 and 5 of Exhibit A.
5. Please provide, for purposes of risk factor disclosure, a clear description of how cash is transferred through your organization,
and address the following points regarding dividends and distributions, foreign exchange, and intercompany transfers.
• Quantify any dividends and distributions that your subsidiaries have made to the parent company, indicate which entities made such
transfers, and describe their tax consequences;
• Quantify dividends or distributions made to U.S. investors, identify the source, and describe their tax consequences;
• Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors;
• Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries,
to the parent company and to U.S. investors.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the Revised 20-F will add a definition of “Listed Company” in “Certain Terms and Conventions”
section of the Revised 20-F, and add the disclosure titled “Transfers of Cash within Our Group and Dividend Payment” at the
beginning of Item 3 of the Revised 20-F. For such proposed revisions to the 2021 Form 20-F, please refer to pages vi and 2 of
Exhibit A.
-4-
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Mr. Joseph Klinko and Ms. Lily Dang
6. In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly
for companies seeking to list on a foreign exchange, please add disclosure to explain how this oversight impacts your business, and to
indicate the extent to which you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.
Response:
In response to the Staff’s comment, the Company respectfully
advises the Staff that, as an industrial producer of alumina, primary aluminum and other non-ferrous metals, our capital markets financing
activities are not subject to approval by the CAC, and our ordinary course of business is not subject to permission requirements from
the CAC. Accordingly, the Company believes that our business operations have not been directly affected by the regulations and policies
that have been issued by the CAC to date. The Company supplementally advises the Staff that the Revised 20-F will clarify the foregoing
in the disclosure titled “Requisite Permissions and Approvals” at the beginning of Item 3 of the Revised 20-F. For such proposed
revision to the 2021 Form 20-F, please refer to page 2 of Exhibit A.
Item 19. Exhibits
96.1, page 141
7. We note that the Technical Report Summary for the Boffa mine does not appear to include all of the information required by Item
601(b)(96)(iii)(B) of Regulation S-K, such as the information prescribed by subparagraphs (2)(iv), (11)(i) (point of reference),
(11)(iii) (price and cost), 12(vi), (13)(v), and (19)(iii). Please discuss these deficiencies with the qualified person and arrange
to obtain and file a revised Technical Report Summary that includes all of the required information.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the qualified person has prepared the Revised Exhibit 96.1 to address such comment. For the revised disclosures,
please refer to pages 10, 39, 52, 55, 89 and 90 of Exhibit B.
8. Tell us the reasons that the Boffa Mine resource and reserve estimates disclosed in your annual report do not agree with the corresponding
estimates in the Technical Report Summary at Exhibit 96.1. For example, disclosures on pages 7 and 53 of the Exhibit indicate
that you had 131.41 Mt of proven and probable reserves at December 31, 2021 (based on a May 2017 estimate of 153.08 Mt, less
subsequent production), while disclosure on page 66 of your 20-F indicates that you had 111.69 Mt of proven and probable reserves
as of December 31, 2021. Additionally, disclosures on pages 7 and 49 of the Technical Report Summary indicate that you had 148.11
Mt of measured and indicated resources, and 1806.79 Mt of inferred resources, as of December 31, 2021, while disclosure on page 65
of your 20-F indicates that you had measured and indicated resources of 125.89 Mt and inferred resources of 1535.77 Mt as of that date.
-5-
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
Mr. Joseph Klinko and Ms. Lily Dang
Finally, we note that while similar quantifications of
mineral resources appear in the tabulations on pages 6 and 7 of the Technical Report Summary, compared to the tabulations on pages 48
and 49 of the Resources Apart from Reserves section, the resource classifications associated with those estimates are not consistent.
Please discuss these matters with the qualified person
and submit any disclosure revisions that are necessary to resolve the discrepancies between the annual report and the Exhibit, and between
sections within the Exhibit. We expect that you will need to obtain and file a revised Technical Report Summary from the qualified person(s) to
correct the errors in the tabulations on pages 6 and 7, or 48 and 49, also to the extent necessary to correct any errors giving rise
to the other discrepancies referenced above.
Response:
In response to the Staff’s comment, the Company supplementally
advises the Staff that the qualified person has prepared the Revised Exhibit 96.1 to address such comment. For the revised disclosures,
please refer to pages 53, 46 and 47 of Exhibit B. The Company respectfully advises the Staff that the Technical Summary Report
reported 100% of the total mineral resource and reserve estimates of the Boffa Mine, in which the Company owns 85% interests. In accordance
with Item 1303(b)(3)(iii) of Regulation S-K, the disclosures of mineral resources and reserves of Boffa Mine on pages 65 and
66 of the Company’s 2021 Form 20-F are only for the portion of the resources or reserves attributable to the Company’s
interest in the Boffa Mine.
9. We note disclosures on pages 7, 53 and 54 of the Technical Report Summary indicating that proven and probable reserves were
131.41 Mt as of December 31, 2021 (based on a May 2017 estimate of 153.08 Mt less subsequent production), while disclosures
on page 56 indicate that present reserves are correlated with mine production for 12 years.
However, the economic analyses presented on page 80
of the Exhibit appear to be based on 22 years of production, which suggests that bauxite tonnage utilized in establishing economic
viability includes material that does not qualify as proven and probable reserves, i.
2022-08-10 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
United States securities and exchange commission logo
August 10, 2022
Ryan Greenawalt
Chief Executive Officer and Director
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 8-K dated May 10, 2022
File No. 001-38864
Dear Mr. Greenawalt:
We have reviewed your filings and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 8-K dated May 10, 2022
Alta Equipment Group Inc. Earnings Press Release dated May 10, 2022, page 1
1.In the heading to the press release, you disclose the Non-GAAP measure "Adjusted basic
and diluted net loss per share" but do not disclose the most comparable GAAP measure,
basic and diluted net loss per share. Please revise your disclosure to present the most
comparable GAAP measure more prominently than the Non-GAAP measure. Refer to the
guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G and Question 102.10 of
the Compliance and Disclosure Interpretations Regarding Non-GAAP Financial
Measures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameRyan Greenawalt
Comapany NameAlta Equipment Group Inc.
August 10, 2022 Page 2
FirstName LastName
Ryan Greenawalt
Alta Equipment Group Inc.
August 10, 2022
Page 2
You may contact Linda Cvrkel at 202-551-3813 or Blaise Rhodes at 202-551-3774 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-08-08 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm CORRESP August 8, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Amendment No. 3 to Registration Statement on Form S-4 Filed July 25, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated August 3, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 4, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Form S-4/A filed on July 25, 2022 Summary of the Proxy Statement/Prospectus Ownership Structure, page 51 1. Refer to your response to comment 4. Please address the following on pages 51 and 195: • Present the diagram of the Company’s organizational structure immediately following the Completion of the Business Combination on a separate page and increase the font size to improve the readability. • Enhance the diagram to reflect Alvarium Tiedemann Holdings, Inc. will hold Umbrella Class A Common Units, representing 62% economic interest only and TWMH and TIG Entities Equityholders will hold Umbrella Class B Common Units, representing 38% economic interest only, in Alvarium Tiedemann Capital, L LC. Cartesian Growth Corporation August 8, 2022 Page 2 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response. Please see pages 70, 88, 89 and 156 of the Amended Registration Statement. Risk Factors The mutual termination of BofA Securities’ engagements, page 88 2. Refer to your responses to comments 2 and 8 of our letter dated June 6, 2022. Please revise the statement in the caption and the second paragraph on page 89 that the termination of the engagements “may indicate that [the financial advisor] is unwilling to be associated with the disclosure” given that the resignation notice disclaims responsibility for any part of the registration statement and the financial advisor has declined to review or say that it agrees or disagrees with the disclosure. Please similarly revise the sixth bullet point on page 70 and the cross-reference on page 156. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response. Please see pages 51, 196 and 243 of the Amended Registration Statement. Unaudited Pro Forma Condensed Combined Financial Information, page 240 3. Refer to your response to comment 12. We note that prior to the Business Combination, the Class D-1 equity interest was entitled to a 49.37% distribution of the results of TIG Arbitrage Fund and that after the Business Combination in accordance with the terms of a provisional agreement, the Class D-1 equity interest holder will be entitled to the same economic benefits but as an employee of the TIG Entities. Consistent with the basis of your Pro Forma condensed combined balance sheet and Pro Forma condensed combined statements of operations which give pro forma effect to the Business Combination as if it had occurred on March 31, 2022 and January 1, 2021, respectively, please adjust your Pro Forma Condensed Combined Financial Information to reflect the TIG Arbitrage Class D- 1 equity interest to a 49.3% distribution of the TIG Arbitrage Fund. Refer to Article 11 of Regulation S-X. Response: The Company acknowledges the Staff’s comment and has revised the Pro Forma Condensed Combined Financial Information to reflect the distribution related to the current TIG Arbitrage Class D-1 equity interest as a 49.3% distribution of the TIG Arbitrage Fund. See pages 247 to 250 of the Amended Registration Statement and accompanying notes. Cartesian Growth Corporation August 8, 2022 Page 3 Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2022, page 246 4. Please disclose the underlying calculation of $3,032 million adjustment (e) on page 275 and how it represents the pro forma 38% economic interest and 51% economic interest the non-controlling shareholders will hold in Class B common units in Umbrella under the No Redemptions and Maximum Redemptions scenarios, respectively. Response: The Company acknowledges the Staff’s comment and has revised footnote (e) (now footnote (f)) to the Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2022 on page 265 to disclose the underlying calculation and how it represents the pro forma economic interest that the non-controlling shareholders will hold in Class B common units in Umbrella under the No Redemptions and Maximum Redemptions scenarios. Sources and Uses of Funds for the Business Combination, page 253 5. We acknowledge your response to comment 9. Please clarify, if true, that the Alvarium, TIG Entities and TWMH Closing Cash Adjustment represents the cash surplus distribution made to these shareholder immediately prior to Closing consistent with adjustment (j) on page 274 of $16.4 million. Response: The Company acknowledges the Staff’s comment and notes that the cash surplus distribution is a function of the overall Closing Cash Adjustments. The Company has removed the pro forma adjustment (j) from Cash and cash equivalents and Additional paid-in-capital to the Unaudited Pro Forma Condensed Combined Balance Sheets as it is already included within the Companies’ Equity Value. See pages 247 to 248 of the Amended Registration Statement. If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to call Thomas R. Martin, Esq. at (305) 579-0739. Cartesian Growth Corporation August 8, 2022 Page 4 Very truly yours, GREENBERG TRAURIG, P.A. By: /s/ Thomas R. Martin, Esq. Thomas R. Martin, Esq. cc: Peter Yu, Chief Executive Officer
2022-08-05 - CORRESP - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
CORRESP
1
filename1.htm
August
5, 2022
Bradley
Ecker, Esq.
Geoffrey
Kruczek
United
States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100
F Street, N.E.
Washington, DC 20549-3010
Re: ALR
Technologies SG Pte. Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed on June 21, 2022
File No. 333-265166
Dear
Mr. Ecker and Mr. Ingram:
By
your letter dated July 15, 2022 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments on the Amendment No. 1 Registration Statement on Form F-4
(“Amendment 1”) submitted on June 21, 2022 by our client, ALR Technologies SG Pte. Ltd. (the “Company”).
This letter sets forth our response with respect to the comments contained in the SEC Letter. For your convenience, we have set forth
below the Staff’s comments in bold italic typeface followed by the Company’s responses thereto and references in the responses
to page numbers are to the Amendment No. 2 to the Registration Statement (“Amendment 2”) and to the prospectus included
therein.
Concurrently
herewith, we are submitting Amendment No. 2 electronically via the EDGAR system. The changes made in Amendment 2 reflect the responses
of the Comment to the Staff’s comments as set forth in the SEC Letter.
The
Company has asked us to convey the following as its responses to the Staff.
Forward
Looking Statements, page 1
1. Considering
this appears to be the initial offering of this registrant, it also appears the safe harbors
to which you refer do not apply. Please revise to remove those references.
Response:
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised its disclosure under the heading
“Forward Looking Statements” and removed the subject references to Section 27A of the Securities Act and Section 21E of the
Exchange Act.
Business,
page 80
2. We
note your disclosure that in 2020 you “initiated a clinic pilot with Singapore General
Hospital to prove the efficacy of the ALRT Diabetes Solution in insulin-treated diabetes
patients.” Please update your disclosure to describe the status of such clinic pilot.
Response:
The
Company respectfully notes the Staff’s comment and has revised the disclosure on page 79 of Amendment 2.
Manufacturers,
page 87
3. We
note your disclosure that you have “entered into an agreement with Bionime Corporation
to market and sell the ALRT Diabetes Solution to diabetes patients of private physicians
in Singapore.” Please revise to describe the material terms of this agreement, including
the respective rights and obligations of each party. Also revise to describe the amount of
sales that were generated pursuant to this agreement.
Response:
The
Company respectfully notes the Staff’s comment and has revised the disclosure on pages 80 and 87 of Amendment 2.
General
4. We
note the tax consequences to U.S. Holders described beginning on page 35. Please revise to
clarify whether these consequences were considered in proposing and approving the reincorporation.
Also revise to describe the tax consequences to your controlling shareholders as a result
of the reincorporation.
Response:
The
Company respectfully notes the Staff’s comment and has revised the Section entitled Consequences of the Reincorporation Merger
to U.S. Holders on page 35 to provide the requested clarification. Additionally, the Section entitled Consequences of the
Reincorporation Merger for Non-U.S. Holders on page 37 has been revised to clarify that the controlling shareholders of ALR Nevada
are Non-U.S. Holders and therefore subject to the tax consequences, if any, applicable to other Non-U.S. Holders.
General
5. Please
file as an exhibit the agreement referenced in the Form 8-K filed by ALR Nevada on July 5,
2022.
Response:
The Company respectfully
notes the Staff’s comment, however, the Manufacturing and Supply Agreement with Infinovo Medical Co., Ltd. was terminated on August
1, 2022, and the parties are now working on completing a new agreement. Accordingly, the agreement has not been attached as an exhibit
to Amendment 2. Additionally, a description of the termination of the agreement, and the Company’s intention to enter into a new
agreement with Infinovo has been added to the disclosure related to Animal Health on page 80 of Amendment 2, and a reference to the agreement
has been added to the disclosure related to Manufacturers on page 87 of Amendment 2.
General
6. Please
include a revised filing fee table to account for the increased number of shares you intend
to issue in the reincorporation merger, as compared to your initial filing on Form F-4.
Response:
The
Company respectfully acknowledges the Staff’s comment and has revised the filing fee table to account for the increased number
of shares the Company intends to issue.
*
* *
If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (435) 674 0400 or rick.guerisoli@dentons.com.
Very
truly yours,
/s/
Rick Guerisoli
Rick
Guerisoli
cc: Steve
Brassard
ALR
Technologies SG Pte. Ltd.
2022-08-03 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
August 3, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Amendment No. 3 to
Registration Statement on Form S-4
Filed July 25, 2022
File No. 333-262644
Dear Mr. Yu:
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. Unless we note
otherwise, our references to prior comments are to comments in our July 13, 2022 letter.
Form S-4/A filed on July 25, 2022
Summary of the Proxy Statement/Prospectus
Ownership Structure, page 51
1.Refer to your response to comment 4. Please address the following on pages 51 and 195:
•Present the diagram of the Company's organizational structure immediately following
the Completion of the Business Combination on a separate page and increase the font
size to improve the readability.
•Enhance the diagram to reflect Alvarium Tiedemann Holdings, Inc. will hold
Umbrella Class A Common Units, representing 62% economic interest only and
TWMH and TIG Entities Equityholders will hold Umbrella Class B Common Units,
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 3, 2022 Page 2
FirstName LastName
Peter Yu
Cartesian Growth Corporation
August 3, 2022
Page 2
representing 38% economic interest only, in Alvarium Tiedemann Capital, LLC.
Risk Factors
The mutual termination of BofA Securities' engagements, page 88
2.Refer to your responses to comments 2 and 8 of our letter dated June 6, 2022. Please
revise the statement in the caption and the second paragraph on page 89 that the
termination of the engagements "may indicate that [the financial advisor] is unwilling to
be associated with the disclosure" given that the resignation notice disclaims
responsibility for any part of the registration statement and the financial advisor has
declined to review or say that it agrees or disagrees with the disclosure. Please similarly
revise the sixth bullet point on page 70 and the cross-reference on page 156.
Unaudited Pro Forma Condensed Combined Financial Information, page 240
3.Refer to your response to comment 12. We note that prior to the Business Combination,
the Class D-1 equity interest was entitled to a 49.37% distribution of the results of TIG
Arbitrage Fund and that after the Business Combination in accordance with the terms of a
provisional agreement, the Class D-1 equity interest holder will be entitled to the same
economic benefits but as an employee of the TIG Entities. Consistent with the basis of
your Pro Forma condensed combined balance sheet and Pro Forma condensed combined
statements of operations which give pro forma effect to the Business Combination as if it
had occurred on March 31, 2022 and January 1, 2021, respectively, please adjust your Pro
Forma Condensed Combined Financial Information to reflect the TIG Artbitrage Class D-
1 equity interest to a 49.3% distribution of the TIG Artbitrage Fund. Refer to Article 11
of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months
Ended March 31, 2022, page 246
4.Please disclose the underlying calculation of $3,032 million adjustment (e) on page 275
and how it represents the pro forma 38% economic interest and 51% economic interest the
non-controlling shareholders will hold in Class B common units in Umbrella under the No
Redemptions and Maximum Redemptions scenarios, respectively.
Sources and Uses of Funds for the Business Combination, page 253
5.We acknowledge your response to comment 9. Please clarify, if true, that the Alvarium,
TIG Entities and TWMH Closing Cash Adjustment represents the cash surplus
distribution made to these shareholder immediately prior to Closing consistent consistent
with adjustment (j) on page 274 of $16.4 million.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
August 3, 2022 Page 3
FirstName LastName
Peter Yu
Cartesian Growth Corporation
August 3, 2022
Page 3
You may contact Jacob Luxenburg at 202-551-2339 or Michelle Miller at 202-551-3368
if you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Alan I. Annex
2022-07-25 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter July 25, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed June 27, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated July 13, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 3, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Amendment No. 2 to Form S-4 filed June 27, 2022 General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or Cartesian Growth Corporation July 25, 2022 Page 2 ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Response: The Company acknowledges the Staff’s comment and hereby confirms that each of the Sponsor, TWMH and the TIG Entities is not a non-U.S. person, is not controlled by a non-U.S. person and has no substantial ties with a non-U.S. person. Alvarium is organized in the United Kingdom, has its principal executive offices in London and conducts the majority of its operations outside the United Kingdom. The majority of Alvarium’s shareholders prior to the consummation of the Business Combination are non-U.S. persons, including IlWaddi Cayman Holdings and Global Goldfield Limited, who beneficially own 41.7% and 37.7% of the voting equity interests of Alvarium, respectively. Although we do not believe that the equity ownership in Alvarium Tiedemann of either of such shareholders of Alvarium would constitute control (under applicable CFIUS standards) by such persons of Alvarium Tiedemann, CFIUS could make the opposite determination in light of IlWaddi’s ownership of up to 16% of the outstanding voting power of the shares of common stock of Alvarium Tiedemann following the Business Combination. Accordingly, the Company has reflected such ownership in the risk factor described below. In addition, several members of the board of directors or executive officers of Alvarium Tiedemann following the Business Combination (who may be deemed associated with or otherwise involved in the Business Combination) are also residents or citizens of countries other than the United States, including Ali Bouzarif, a Qatar national and Belgian resident, Nancy Curtin, a U.S. and U.K. dual citizen, resident in the United Kingdom, Sophie Rowney, a U.K. national, resident in the United Kingdom, and Alison Trauttmansdorff, a U.K. national resident in the United Kingdom. In addition, the Company has revised the Registration Statement in response to the Staff’s comment as set forth below. Please see pages 101 and 102 of the Amended Registration Statement. Preliminary Proxy Statement/Prospectus, page 1 2. You disclose that upon consummation of the Business Combination, the combined company will be organized in an “Up-C” structure. Alvarium Tiedemann will hold Umbrella, which in turn will hold a newly formed entity that will ultimately be named “Alvarium Tiedemann Holdings, LLC.” Please clarify that upon the Business Combination, Alvarium Tiedemann will hold Class A common units representing 62% economic interest in Umbrella. Cartesian Growth Corporation July 25, 2022 Page 3 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see the cover page of the Amended Registration Statement. Questions and Answers about the Proposals What is the Business Combination, page 15 3. Please enhance your disclosure to clarify that pursuant to the Umbrella Merger, Alvarium Tiedemann will receive Class A common units of Umbrella representing 62% economic interest and will become the sole manager of Umbrella. And the members of Umbrella will receive cash, Class B common units of Umbrella representing 38% economic interest and an equal number of shares of Class B Common Stock (which will have voting rights, but no economic rights) in Alvarium Tiedemann. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 15 of the Amended Registration Statement. Summary of the Proxy Statement/Prospectus Ownership Structure, page 50 4. We note your response to prior comment 14 and the diagram of Company’s organizational structure immediately following the Completion of the Business Combination. Please address the following for the diagrams on pages 50 and 192: • Revise to reflect “Alvarium Tiedemann Holdings, Inc.” instead of “Cartesian Growth Corporation (US)” consistent with the organizational structure immediately following the Completion of the Business Combination; • Enhance the diagram to reflect that “Alvarium Tiedemann Holdings, Inc.” will hold 62% of Alvarium Tiedemann Capital, LLC Class A common units (economic interest only) and TWMH and TIG Entities Equityholders will hold 38% of Alvarium Tiedemann Capital, LLC Class B common units (economic interest only); • Disclose that the PIPE Investors and Sponsor/Initial Shareholders will hold 11.9% and 5.1% of voting interest and 19.2% and 8.3% of economic interest, respectively in Alvarium Tiedemann Holdings, Inc.; and • Add a footnote disclosing that Umbrella will be renamed Alvarium Tiedemann Capital, LLC following the Domestication and the Business Combination. Cartesian Growth Corporation July 25, 2022 Page 4 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 51, 195 and 252 of the Amended Registration Statement. In addition, the Company respectfully submits that the current name of Umbrella (Alvarium Tiedemann Capital, LLC) will not be changed in connection with the Closing. The mutual termination of BofA Securities engagements as a capital markets advisor and financial advisor, page 87 5. We note your response to prior comment 4 and reissue in part. To the extent that fees waived by BofA Securities relate to services that have already been rendered, please expand your risk factor to disclose that such services have already been rendered, and clarify the unusual nature of any such fee waiver. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 89 of the Amended Registration Statement. Unaudited Pro Forma Condensed Combined Financial Information, page 241 6. Please revise your Introduction beginning on page 237 to clarify the following: • The combined financial information presents the pro forma effects of the formation of Umbrella and or Alvarium Tiedemann Capital, LLC. • The 62% and 49% of the total Umbrella units under the No Redemptions and Maximum Redemptions scenarios, respectively, held by Alvarium Tiedemann will represent economic interests in Umbrella and the 38% and 51% units under the No Redemptions and Maximum Redemptions scenarios, respectively, held by non- controlling shareholders will represent economic interests in Umbrella; and • Umbrella is a variable interest entity (“VIE”) and will hold 100% of the equity of TWMH, the TIG Entities and Alvarium. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 240 of the Amended Registration Statement. 7. Please enhance the pro forma ownership table in your Introduction on page 239 to disclose that the economic interest in Alvarium Tiedemann represents a 62% economic interest in Umbrella and exiting TWMH and TIG Rollover shareholders will hold a 38% economic interest in Umbrella. Please also present the table for the computation of controlling and noncontrolling interest in Umbrella as presented on page 270 to provide a holistic picture of the economic and voting interest following the Business Combination. Cartesian Growth Corporation July 25, 2022 Page 5 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment to clarify the information above and to include the table for the computation of controlling and noncontrolling interest in Umbrella. Please see pages 243 of the Amended Registration Statement. Note 1—Description of the Business Combination, page 245 8. Please revise your Description of the Business Combination on page 245 to disclose the following: • Umbrella means Alvarium Tiedemann Capital, LLC; and • Alvarium Tiedemann will hold 62% and 49% of the total Umbrella units under the No Redemptions and Maximum Redemptions scenarios, respectively, representing economic interests in Umbrella while non-controlling shareholders will hold 38% and 51% units under the No Redemptions and Maximum Redemptions scenarios, respectively representing economic interests in Umbrella. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 249 of the Amended Registration Statement. 9. Please enhance your Sources and Uses of Funds for the Business Combination disclosure on pages 47 and 249 to address the following: • Disclose that, if true, that $839 million Existing Shareholder Rollover Equity as described in footnote (1) and $73 million of Sponsor and Independent Directors equity, together represent as a result of the business combination, equity consideration for acquired stock of $368.6 million and Non-controlling interest of $543.7 million as disclosed on page 267. • Disclose why the $20 million of cash surplus distribution made to the TWMH, the TIG Entities and Alvarium Equityholders at Closing as disclosed in footnote (j) to the Unaudited Pro Forma Condensed Combined Balance Sheets is not included in Uses of Funds of the Business Combination of $1,422 million. Response: The Company acknowledges the Staff’s comment and has amended its Description of the Business Combination on page 254 of the Amended Registration Cartesian Growth Corporation July 25, 2022 Page 6 Statement to disclose that the Existing Shareholder Rollover Equity and Sponsor and Independent Directors equity, together, represent the equity consideration for acquired stock and the non-controlling interest disclosed within footnote (f) of Note 3, “Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022”. With respect to the cash surplus distribution made to the TWMH, the TIG Entities and Alvarium Shareholders, the distribution is not included within the Uses of Funds of the Business Combination as the distribution of excess cash occurs immediately prior to the Closing of the Business Combination. The Company has amended footnote (j) to the Unaudited Pro Forma Condensed Combined Balance Sheet on page 274 of the Amended Registration Statement to clarify the timing of the distribution. 10. We note your responses to prior comments 15 and 16. Please enhance your disclosures to reconcile the implied equity value of approximately $900 million as disclosed on page 245 to the equity value of $1,012.3 million disclosed in footnote (6) on page 268. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment to state the revised implied equity value of approximately $1,015 million. Please see page 272 of the Amended Registration Statement. Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 270 11. Please revise footnote (e) for both the three Months Ended March 31, 2022 and the Year Ended December 31, 2021 to clarify that it represents the pro forma adjustment to adjust for the 38% economic interest of non-controlling interest of Class B common units in Umbrella under each redemption scenario. Response: The Company acknowledges the Staff’s comment and has amended footnote (e) for both the three Months Ended March 31, 2022 and the Year Ended December 31, 2021 to clarify the non-controlling interest pro forma adjustment. Please see page 275 of the Amended Registration Statement. Cartesian Growth Corporation July 25, 2022 Page 7 Notes to the unaudited Pro Forma Combined Financial Statements Pro Forma Economic EBITDA (“Economic EBITDA”), page 276 12. We note your response to prior comment 25 and that the Class D-1 equity interest in the TIG Entities is entitled to a 49.37% distribution of the results of TIG Arbitrage. Please clarify how the Class D-1 equity interest will be affected in the Business Combination. If the Class-D-1 equity interest will still be entitled to a 49.37% distribution of the results of TIG Arbitrage, please disclose and adjust in the unaudited Pro Forma Condensed Financial Statements to reflect. If Class-D-1 equity interest will not be entitled to a 49.37% distribution of the results of TIG Arbitrage, please update your disclosures that present distributions related to the Class D-1 equity interest to explain these distributions will not be on-going. Response: The Company acknowledges the Staff’s comment and advises the Staff that, subsequent to the Business Combination, the Class D-1 equity interest will not be entitled to a 49.37% distribution of the results of TIG Arbitrage Fund. The Company has entered into a provisional agreement with the Class D-1 equity interest holder, which would provide the same economic benefits subsequent to the Business Combination as an employee of the TIG Entities. The Company has amended its disclosure on pages 282-284 of the Amended Registration Statement to explain that the distributions will not be on-going subsequent to the Business Combination. The future economic effect of the expected agreement is reflected as “Affiliate profit-share in TIG Arbitrage” in the calculation of Pro Forma Economic EBITDA on page 281-283 of the Amended Registr
2022-07-19 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
Aluminum Corporation
of China Limited
July 19, 2022
Via EDGAR
Mr. Joseph Klinko and Ms. Lily Dang
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of China Limited
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 22, 2022
File No. 001-15264
Dear Mr. Klinko and Ms. Dang:
Aluminum Corporation of China
Limited (the “Company”) acknowledges receipt of your comment letter dated July 7, 2022 (the “Comment Letter”)
of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission
regarding the above referenced Annual Report on Form 20-F of the Company.
The Comment Letter requires
that the Company either respond to the comments in the Comment Letter within ten business days or inform the Staff when the Company will
provide a response. This correspondence is to confirm a verbal request for an extension of twenty business days that was granted by Mr.
Joseph Klinko of the Staff in a phone conversation with our outside counsel on July 19, 2022. The Company will formally respond to the
Comment Letter on or before August 18, 2022.
* * *
We are grateful for the Staff’s
assistance in this matter. In the meantime, if the Staff has any questions, please do not hesitate to contact the Company’s outside
counsel, Mr. Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP at +852-2826-8606 or via e-mail at linc@sullcrom.com.
Very truly yours,
/s/ Ge Xiaolei
Ge Xiaolei
Chief Financial Officer and
Secretary to the Board
cc:
Ching-Yang Lin, Esq., Partner
Chun Wei, Esq., Of Counsel
(Sullivan & Cromwell (Hong Kong) LLP)
2022-07-15 - UPLOAD - ALR Technologies SG Ltd. (ALRTF) (CIK 0001930419)
United States securities and exchange commission logo
July 15, 2022
Steve Brassard
Director, Finance
ALR Technologies SG Pte. Ltd.
1 North Bridge Road
#06-29 High Street Centre
Singapore 179094
Re:ALR Technologies SG Pte. Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed on June 21, 2022
File No. 333-265166
Dear Mr. Brassard:
We have reviewed your 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.
Form F-4 filed June 21, 2022
Forward Looking Statements, page 1
1.Considering this appears to be the initial offering of this registrant, it also appears the safe
harbors to which you refer do not apply. Please revise to remove those references.
Business, page 80
2.We note your disclosure that in 2020 you "initiated a clinic pilot with Singapore General
Hospital to prove the efficacy of the ALRT Diabetes Solution in insulin-treated diabetes
patients." Please update your disclosure to describe the status of such clinic pilot.
Manufacturers, page 87
FirstName LastNameSteve Brassard
Comapany NameALR Technologies SG Pte. Ltd.
July 15, 2022 Page 2
FirstName LastName
Steve Brassard
ALR Technologies SG Pte. Ltd.
July 15, 2022
Page 2
3.We note your disclosure that you have "entered into an agreement with Bionime
Corporation to market and sell the ALRT Diabetes Solution to diabetes patients of private
physicians in Singapore." Please revise to describe the material terms of this agreement,
including the respective rights and obligations of each party. Also revise to describe the
amount of sales that were generated pursuant to this agreement.
General
4.We note the tax consequences to U.S. Holders described beginning on page 35. Please
revise to clarify whether these consequences were considered in proposing and approving
the reincorporation. Also revise to describe the tax consequences to your controlling
shareholders as a result of the reincorporation.
5.Please file as an exhibit the agreement referenced in the Form 8-K filed by ALR Nevada
on July 5, 2022.
6.Please include a revised filing fee table to account for the increased number of shares you
intend to issue in the reincorporation merger, as compared to your initial filing on Form F-
4.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Charles Eastman at (202) 551-3794 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Rick Guerisoli
2022-07-13 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
July 13, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed June 27, 2022
File No. 333-262644
Dear Mr. Yu:
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. Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2022 letter.
Amendment No. 2 to Form S-4 filed June 27, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
July 13, 2022 Page 2
FirstName LastNamePeter Yu
Cartesian Growth Corporation
July 13, 2022
Page 2
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
Preliminary Proxy Statement/Prospectus, page 1
2.You disclose that upon consummation of the Business Combination, the combined
company will be organized in an “Up-C” structure. Alvarium Tiedemann will hold
Umbrella, which in turn will hold a newly formed entity that will ultimately be named
“Alvarium Tiedemann Holdings, LLC.” Please clarify that upon the
Business Combination, Alvarium Tiedemann will hold Class A common units
representing 62% economic interest in Umbrella.
Questions and Answers about the Proposals
What is the Business Combination, page 15
3.Please enhance your disclosure to clarify that pursuant to the Umbrella Merger, Alvarium
Tiedemann will receive Class A common units of Umbrella representing 62% economic
interest and will become the sole manager of Umbrella. And the members of Umbrella
will receive cash, Class B common units of Umbrella representing 38% economic interest
and an equal number of shares of Class B Common Stock (which will have voting rights,
but no economic rights) in Alvarium Tiedemann.
Summary of the Proxy Statement/Prospectus
Ownership Structure, page 50
4.We note your response to prior comment 14 and the diagram of Company's organizational
structure immediately following the Completion of the Business Combination. Please
address the following for the diagrams on pages 50 and 192:
•Revise to reflect "Alvarium Tiedemann Holdings, Inc." instead of "Cartesian Growth
Corporation (US)" consistent with the organizational structure immediately following
the Completion of the Business Combination;
•Enhance the diagram to reflect that "Alvarium Tiedemann Holdings, Inc." will hold
62% of Alvarium Tiedemann Capital, LLC Class A common units (economic interest
only) and TWMH and TIG Entities Equityholders will hold 38% of Alvarium
Tiedemann Capital, LLC Class B common units (economic interest only);
•Disclose that the PIPE Investors and Sponsor/Initial Shareholders will hold 11.9%
and 5.1% of voting interest and 19.2% and 8.3% of economic interest, respectively in
Alvarium Tiedemann Holdings, Inc.; and
•Add a footnote disclosing that Umbrella will be renamed Alvarium Tiedemann
Capital, LLC following the Domestication and the Business Combination.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
July 13, 2022 Page 3
FirstName LastNamePeter Yu
Cartesian Growth Corporation
July 13, 2022
Page 3
The mutual termination of BofA Securities engagements as a capital markets advisor and
financial advisor, page 87
5.We note your response to prior comment 4 and reissue in part. To the extent that fees
waived by BofA Securities relate to services that have already been rendered, please
expand your risk factor to disclose that such services have already been rendered, and
clarify the unusual nature of any such fee waiver.
Unaudited Pro Forma Condensed Combined Financial Information, page 241
6.Please revise your Introduction beginning on page 237 to clarify the following:
•The combined financial information presents the pro forma effects of the formation
of Umbrella and or Alvarium Tiedemann Capital, LLC.
•The 62% and 49% of the total Umbrella units under the No Redemptions and
Maximum Redemptions scenarios, respectively, held by Alvarium Tiedemann will
represent economic interests in Umbrella and the 38% and 51% units under the No
Redemptions and Maximum Redemptions scenarios, respectively, held by non-
controlling shareholders will represent economic interests in Umbrella; and
•Umbrella is a variable interest entity (“VIE”) and will hold 100% of the equity of
TWMH, the TIG Entities and Alvarium.
7.Please enhance the pro forma ownership table in your Introduction on page 239 to
disclose that the economic interest in Alvarium Tiedemann represents a 62% economic
interest in Umbrella and exiting TWMH and TIG Rollover shareholders will hold a 38%
economic interest in Umbrella. Please also present the table for the computation of
controlling and noncontrolling interest in Umbrella as presented on page 270 to provide a
holistic picture of the economic and voting interest following the Business Combination.
Note 1 - Description of the Business Combination, page 245
8.Please revise your Description of the Business Combination on page 245 to disclose the
following:
•Umbrella means Alvarium Tiedemann Capital, LLC; and
•Alvarium Tiedemann will hold 62% and 49% of the total Umbrella units under the
No Redemptions and Maximum Redemptions scenarios, respectively, representing
economic interests in Umbrella while non-controlling shareholders will hold 38% and
51% units under the No Redemptions and Maximum Redemptions scenarios,
respectively representing economic interests in Umbrella.
9.Please enhance your Sources and Uses of Funds for the Business Combination disclosure
on pages 47 and 249 to address the following:
•Disclose that, if true, that $839 million Existing Shareholder Rollover Equity as
described in footnote (1) and $73 million of Sponsor and Independent Directors
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
July 13, 2022 Page 4
FirstName LastNamePeter Yu
Cartesian Growth Corporation
July 13, 2022
Page 4
equity, together represent as a result of the business combination, equity
consideration for acquired stock of $368.6 million and Non-controlling interest of
$543.7 million as disclosed on page 267.
•Disclose why the $20 million of cash surplus distribution made to the TWMH, the
TIG Entities and Alvarium Equityholders at Closing as disclosed in footnote (j) to the
Unaudited Pro Forma Condensed Combined Balance Sheets is not included in Uses
of Funds of the Business Combination of $1,422 million.
10.We note your responses to prior comments 15 and 16. Please enhance your disclosures to
reconcile the implied equity value of approximately $900 million as disclosed on page 245
to the equity value of $1,012.3 million disclosed in footnote (6) on page 268.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations,
page 270
11.Please revise footnote (e) for both the three Months Ended March 31, 2022 and the Year
Ended December 31, 2021 to clarify that it represents the pro forma adjustment to adjust
for the 38% economic interest of non-controlling interest of Class B common units in
Umbrella under each redemption scenario.
Notes to the unaudited Pro Forma Combined Financial Statements
Pro Forma Economic EBITDA ("Economic EBITDA"), page 276
12.We note your response to prior comment 25 and that the Class D-1 equity interest in the
TIG Entities is entitled to a 49.37% distribution of the results of TIG Arbitrage. Please
clarify how the Class D-1 equity interest will be affected in the Business Combination. If
the Class-D-1 equity interest will still be entitled to a 49.37% distribution of the results of
TIG Arbitrage, please disclose and adjust in the unaudited Pro Forma Condensed
Financial Statements to reflect. If Class-D-1 equity interest will not be entitled to
a 49.37% distribution of the results of TIG Arbitrage, please update your disclosures that
present distributions related to the Class D-1 equity interest to explain these distributions
will not be on-going.
Financial Statements of TWMG, page F-57
13.We note your response to our prior comment 27. Please provide us with support from
authoritative accounting literature supporting your position that payments to an equity
method investee should be classified as an operating cash flow. Please also tell us and
enhance your disclosures to explain the nature of the payable to equity method investees
and provide the authoritative accounting literature to support the recognition.
You may contact Jacob Luxenburg at 202-551-2339 or Michelle Miller at 202-551-3368
if you have questions regarding comments on the financial statements and related
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
July 13, 2022 Page 5
FirstName LastName
Peter Yu
Cartesian Growth Corporation
July 13, 2022
Page 5
matters. Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2022-07-07 - UPLOAD - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
United States securities and exchange commission logo
July 7, 2022
Ge Xiaolei
Chief Financial Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street
Haidian District, Beijing
People's Republic of China 100082
Re:Aluminum Corporation of China Limited
Form 20-F for the Fiscal Year ended December 31, 2021
Filed April 22, 2022
File No. 001-15264
Dear Mr. Xiaolei:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2021
Cover Page
1.We note that you have disclosures beginning on page 17, under the heading "Our
operations are affected by a number of risks relating to conducting business in the PRC,"
and continuing with related subjects on pages 18, 19, and 20, which appear to be partially
responsive to some of the sample comments for China-Based Companies that were posted
to our website in December 2021.
However, we have in this letter comments seeking the disclosure of additional information
based on that guidance, and we believe that you should position or reposition all related
disclosures prominently, without regard to the sectional headings utilized for the sample
comments, in the forepart of the document.
FirstName LastNameGe Xiaolei
Comapany NameAluminum Corporation of China Limited
July 7, 2022 Page 2
FirstName LastNameGe Xiaolei
Aluminum Corporation of China Limited
July 7, 2022
Page 2
In addition to the foregoing, the disclosures on pages 19 and 20, concerning your auditor
being subject to the determinations announced by the PCAOB, and how the Holding
Foreign Companies Accountable Act and related regulations may affect your company, as
may impact the inspection interval for auditors and the amount of time before your
securities may be prohibited from trading or delisted, should appear adjacent to the cover
page or in advance of all other risk factor disclosures.
Key Information, page 1
Risk Factors, page 1
2.Provide disclosure about the legal and operational risks associated with being based in or
having the majority of your operations in China to make clear:
•How these risks could result in a material change in your operations and/or the value
of your securities, or could significantly limit or completely hinder your ability to
continue to offer securities to investors and cause the value of your securities to
significantly decline or become worthless.
•How recent statements and regulatory actions by China's government, such as those
related to data security or anti-monopoly concerns, have or may impact
the company’s ability to conduct its business, accept foreign investments, or list on a
U.S. or other foreign exchange.
3.Please summarize, for purposes of risk factor disclosure, each permission or approval that
you or your subsidiaries are required to obtain from Chinese authorities to operate your
business, and state whether you or your subsidiaries are covered by
permission requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC), or any other governmental agency that is
required to approve your operations.
Please also state, affirmatively, whether you have received all requisite permissions or
approvals, indicate whether any permissions or approvals have been denied, and describe
the consequences to you and your investors if you or your subsidiaries -
•do not receive or maintain such permissions or approvals,
•inadvertently conclude that such permissions or approvals are not required, or
•the applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
4.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight the following risks.
•The Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
FirstName LastNameGe Xiaolei
Comapany NameAluminum Corporation of China Limited
July 7, 2022 Page 3
FirstName LastNameGe Xiaolei
Aluminum Corporation of China Limited
July 7, 2022
Page 3
and/or the value of your securities.
•Any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or become worthless.
5.Please provide, for purposes of risk factor disclosure, a clear description of how cash is
transferred through your organization, and address the following points regarding
dividends and distributions, foreign exchange, and intercompany transfers.
•Quantify any dividends and distributions that your subsidiaries have made to the
parent company, indicate which entities made such transfers, and describe their tax
consequences;
•Quantify dividends or distributions made to U.S. investors, identify the source, and
describe their tax consequences;
•Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors;
•Describe any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries, to the parent company and to U.S.
investors.
6.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please add disclosure to explain how this oversight impacts your business, and
to indicate the extent to which you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Item 19. Exhibits
96.1, page 141
7.We note that the Technical Report Summary for the Boffa mine does not appear
to include all of the information required by Item 601(b)(96)(iii)(B) of Regulation S-K,
such as the information prescribed by subparagraphs (2)(iv), (11)(i) (point of reference),
(11)(iii) (price and cost), 12(vi), (13)(v), and (19)(iii). Please discuss these deficiencies
with the qualified person and arrange to obtain and file a revised Technical Report
Summary that includes all of the required information.
8.Tell us the reasons that the Boffa Mine resource and reserve estimates disclosed in your
annual report do not agree with the corresponding estimates in the Technical Report
Summary at Exhibit 96.1. For example, disclosures on pages 7 and 53 of the Exhibit
indicate that you had 131.41 Mt of proven and probable reserves at December 31,
2021 (based on a May 2017 estimate of 153.08 Mt, less subsequent production), while
disclosure on page 66 of your 20-F indicates that you had 111.69 Mt of proven and
FirstName LastNameGe Xiaolei
Comapany NameAluminum Corporation of China Limited
July 7, 2022 Page 4
FirstName LastNameGe Xiaolei
Aluminum Corporation of China Limited
July 7, 2022
Page 4
probable reserves as of December 31, 2021. Additionally, disclosures on pages 7 and 49
of the Technical Report Summary indicate that you had 148.11 Mt of measured and
indicated resources, and 1806.79 Mt of inferred resources, as of December 31, 2021,
while disclosure on page 65 of your 20-F indicates that you had measured and indicated
resources of 125.89 Mt and inferred resources of 1535.77 Mt as of that date.
Finally, we note that while similar quantifications of mineral resources appear in the
tabulations on pages 6 and 7 of the Technical Report Summary, compared to the
tabulations on pages 48 and 49 of the Resources Apart from Reserves section, the resource
classifications associated with those estimates are not consistent.
Please discuss these matters with the qualified person and submit any disclosure revisions
that are necessary to resolve the discrepancies between the annual report and the Exhibit,
and between sections within the Exhibit. We expect that you will need to obtain and file a
revised Technical Report Summary from the qualified person(s) to correct the errors in the
tabulations on pages 6 and 7, or 48 and 49, also to the extent necessary to correct any
errors giving rise to the other discrepancies referenced above.
9.We note disclosures on pages 7, 53 and 54 of the Technical Report Summary indicating
that proven and probable reserves were 131.41 Mt as of December 31, 2021 (based on a
May 2017 estimate of 153.08 Mt less subsequent production), while disclosures on page
56 indicate that present reserves are correlated with mine production for 12 years.
However, the economic analyses presented on page 80 of the Exhibit appear to be based
on 22 years of production, which suggests that bauxite tonnage utilized in establishing
economic viability includes material that does not qualify as proven and probable
reserves, i.e. material underlying assumed production during years 13 through 22.
Under Item 1300 of Regulation S-K, the term mineral reserve is defined as an estimate of
tonnage and grade of indicated and measured mineral resources that can be the basis of an
economically viable project, i.e. the economically mineable part of a measured or
indicated mineral resource which would be the proven and probable reserves utilized in a
feasibility study. Therefore, the economic analyses in the Technical Report Summary do
not appear to correlate with your estimates of proven and probable reserves.
Please discuss these observations with the qualified persons and tell us how you propose
to address these concerns. We expect that you will need to obtain and file a revised
Technical Report Summary, having correlation between the reserve definitions, reserve
estimates, and underlying assessments of economic viability.
10.We note that some information listed under the heading "Dependence on Data Provided
by Registrant" on page 103 of the Technical Report Summary does not clearly fall within
the categories of information or aspects of modifying factors for which such reliance is
permissible under Item 1302(f)(1) of Regulation S-K.
FirstName LastNameGe Xiaolei
Comapany NameAluminum Corporation of China Limited
July 7, 2022 Page 5
FirstName LastName
Ge Xiaolei
Aluminum Corporation of China Limited
July 7, 2022
Page 5
If more than one qualified person has been involved in preparing the Technical Report
Summary, you and the technical persons will need to follow the requirements in Item
1302(a)(3), (b)(1)(i), (b)(4)(ii), and (b)(5) of Regulation S-K. If the qualified person has
relied upon information and documentation from a third party specialist who is not a
qualified person, the qualified person may not disclaim responsibility for such information
as stated in Item 1302(b)(6)(ii) of Regulation S-K.
Please discuss these matters with the qualified person and submit any disclosure revisions
that you propose to conform to these requirements. We expect that you will need to obtain
and file a revised Technical Report Summary from the qualified person(s) that clarifies the
nature and scope of reliance being placed on data provided by the company and how each
item listed in this section aligns with the permissible categories referenced above.
The qualified person should ensure that reliance is limited to information within the
permissible categories and that all disclosures prescribed by Item 1302(f)(2) of Regulation
S-K are provided in this section.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joe Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you have
questions regarding comments on the financial statements and related matters. You may contact
John Coleman at 202-551-3610 if you have questions regarding mining engineering comments.
Please contact Karl Hiller - Branch Chief at 202-551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-07-01 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
United States securities and exchange commission logo
July 1, 2022
Matthew Brown,
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
File No. 001-38263
Dear Mr. Brown,:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
2022-06-30 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP
1
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CORRESP
Altair Engineering Inc.
1820 E Big Beaver Road
Troy,
Michigan 48083
June 30, 2022
Division of Corporation
Finance
U.S. Securities and Exchange Commission
100 F
Street, N.E.
Washington, D.C. 20549
Attention:
Christine Dietz
Kathleen Collins
Re:
Altair Engineering Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
Form 8-K Furnished May 5, 2022
File No. 001-38263
Dear Ladies and Gentlemen:
This letter is submitted by Altair
Engineering Inc. (the “Company”) in connection with the Staff’s comment letter dated June 23, 2022. We appreciate the Staff taking the time to discuss certain of the comments with us on June 29, 2022.
The Staff’s comments have been retyped below in italics, and are followed by our responses:
Form 10-K for the year ended December 31, 2021
Management’s Discussion and Analysis of Financial Condition and Results of Operations Recurring Software License Rate, page 53
1.
SEC Comment: Please tell us and revise to explain what the Recurring Software License Rate metric is
intended to convey, why such information is useful information to investors, and how management uses this measure in managing or monitoring the performance of your business. Also, as your term licenses are renewed annually, tell us what
consideration was given to disclosing your renewal rates for these licenses. Refer to SEC Release 33-10751.
Company Response: The Company respectfully acknowledges the Staff’s comment. The recurring software license rate is intended
to convey the percentage of software billings that are recurring in nature, for example software term-based license billings and software license maintenance billings that are typically renewed annually vs perpetual licenses that are not typically
renewed annually. The Company believes the recurring software license rate is necessary for investors to understand because recurring revenue streams allow the Company to create more consistent, predictable cash flows and drive greater long-term
customer value. For these reasons, the Company believes the recurring software license rate is a key factor to its success and monitors this measure to ensure its
go-to-market strategy is driving long-term success of the business. The Company will include this additional explanation in future filings.
June 30, 2022
Page
2
The Company does not have a formal definition or precise method of computing annual license
renewal rates, and does not use an annual license renewal rate as a metric to manage the business. Further, at this time, the Company does not believe an annual license renewal rate is a necessary metric to understand its financial condition,
changes in financial condition, or results of operations. The Company weighed these factors in considering disclosure of an annual license renewal rate.
Form 8-K furnished on May 5, 2022
Exhibit 99.1
First Quarter 2022 Financial Highlights,
page 1
2.
SEC Comment: We note that you disclose Adjusted EBITDA margin and Free Cash Flow but do not disclose the
comparable GAAP measure. Please revise to include the comparable GAAP measures with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.
Company Response: The Company respectfully
acknowledges the Staff’s comment and will include the comparable GAAP measures with equal or greater prominence in future filings.
Non-GAAP Financial Measures, page 2
3.
SEC Comment: You disclose that the non-GAAP tax adjustments
approximate your tax rate excluding discrete items and other specific events that can fluctuate from period to period. Please explain to us in greater detail how you arrived at the non-GAAP tax effect and
describe the discrete items and events that were excluded when arriving at the non-GAAP tax rate. In this regard, we note that the non-GAAP effective tax rates for the
quarter ended March 31, 2022 and for the fiscal year ended December 31, 2021 appear to be insignificant compared to the amount of non-GAAP
income before income taxes and are significantly lower than the federal statutory rate.
Company Response:
The Company respectfully acknowledges the Staff’s comment. The Company determines its non-GAAP effective tax rate by excluding the impact of discrete, unusual and
non-recurring transactions that occur during its fiscal year, and other specific events that can fluctuate from period-to-period.
For example, the Company generally excludes the impact of items such as: changes in judgments related to valuation allowances; changes in judgments related to uncertain tax positions; changes in indefinite reinvestment assertions; non-US withholding taxes; prior period tax adjustments; return-to-provision tax adjustments; and other specific events that can
fluctuate from period-to-period. The Company believes that applying a non-GAAP tax rate is useful as an additional tool to
provide its investors with meaningful information regarding what the Company’s effective tax rate would have been absent these unusual and non-recurring items, and to facilitate useful evaluation of the
Company’s current operating performance and comparisons to past operating results.
-2-
June 30, 2022
Page
3
The Company applied a non-GAAP effective tax rate of
26% for the quarter ending March 31, 2022 and for the fiscal year ended December 31, 2021, which exceeds the US federal statutory rate of 21%. In order to more clearly disclose the impact of the
non-GAAP tax effect, the Company will include a footnote disclosing the non-GAAP effective tax rate for the periods presented in the financial results reconciliation
table in future filings.
4.
SEC Comment: We note that in your earnings call you discuss
Non-GAAP gross profit, Non-GAAP gross margin and Non-GAAP operating expenses; however these measures are not reconciled in your
earnings release furnished on Form 8-K. Please ensure that all non-GAAP measure referred to orally in your earnings calls are reconciled in your earnings release or on
your web site. Refer to Regulation G.
Company Response: The Company respectfully acknowledges the
Staff’s comment and will include a reconciliation of all non-GAAP measures referred to orally in its earnings calls in its earnings releases or on the Company’s website.
Financial Results, page 8
5.
SEC Comment: Please revise to reconcile Adjusted EBITDA to GAAP Net loss, the most comparable GAAP
measure. In this regard, we note that you currently reconcile Adjusted EBITDA to another Non-GAAP measure, Non-GAAP Net income. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.
Company Response: The Company respectfully
acknowledges the Staff’s comment and will include separate reconciliations of Adjusted EBITDA to GAAP Net loss and Non-GAAP Net income to GAAP Net loss in future filings.
****
All disclosure changes in
response to the staff’s comments will be addressed in future fillings made pursuant to the Securities Act of 1933 and/or the Securities Exchange Act of 1934.
We believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding
the foregoing, please feel free to contact the undersigned at 408-220-3485, or our counsel, Kate Basmagian of Lowenstein Sandler, LLP, at
646-414-6941.
-3-
June 30, 2022
Page
4
Very truly yours,
ALTAIR ENGINEERING INC.
By:
/s/ Matthew Brown
Name:
Matthew Brown
Title:
Chief Financial Officer
-4-
2022-06-28 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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UNIVEST SECURITIES, LLC
75 Rockefeller Plaza, Suite 1803
New York, NY, 10111
June 28, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: ALE Group Holding Limited
Post-Effective Amendment to Registration Statement
on Form F-1
File No. 333-239225 (the “Registration
Statement”)
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Univest Securities, LLC hereby joins
ALE Group Holding Limited in requesting that the Securities and Exchange Commission take appropriate action to accelerate the effective
date of the above-referenced Post-Effective Amendment to Registration Statement on Form F-1, as amended, so as to become effective on
Thursday, June 30, 2022, at 4:00 PM EDT, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as it appears to be
reasonable to secure adequate distribution.
Very truly yours,
Univest Securities, LLC
By:
/s/ Edric Guo
Name:
Edric Guo
Title:
Chief Executive Officer
2022-06-28 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong Kong
VIA EDGAR
June 28, 2022
Mr. Scott Anderegg
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F. Street, N.E.
Washington, D.C. 20549
Re: ALE Group Holding Limited
Post-Effective Amendment to Registration Statement
on Form F-1, as amended
File No. 333-239225
Dear Mr. Anderegg:
In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
ALE Group Holding Limited hereby requests acceleration of effectiveness of the above referenced Post-Effective Amendment to Registration
Statement so that it will become effective at 4:00 pm, Eastern Time, on June 30, 2022, or as soon thereafter as practicable.
Very truly yours,
ALE Group Holding Limited
By:
/s/ Tak Ching (Anthony) Poon
Name:
Tak Ching (Anthony) Poon
Title:
Chief Executive Officer
cc. Joan Wu, Esq. and Ying Li, Esq., Hunter Taubman
Fischer & Li LLC
2022-06-27 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm SEC Response Letter June 27, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Amendment No 1. to Registration Statement on Form S-4 Filed May 13, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated June 6, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 2, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Amendment No. 1 to Form S-4 filed May, 13, 2022 General 1. Please discuss the potential impact on the transaction related to the resignation of BofA Securities, Inc. Also, disclose the role BofA Securities, Inc. played in the various transactions as your financial advisor in the background of the business combination section beginning on page 126 consistent with your response to prior comment 14. Please note that the comments in this letter apply to BofA Securities and its subsidiaries and affiliates in any capacity. We note the disclosure on page 132 that preliminary due diligence findings were delivered to Cartesian from its advisors during the months of June and July, 2021. Please clarify which advisors you are referring to that provided preliminary due diligence findings. Cartesian Growth Corporation June 27, 2022 Page 2 The Company does not expect that the mutual termination of the engagements of BofA Securities, Inc. (together with its subsidiaries and affiliates, “BofA Securities”) (the “Termination”) will have any significant adverse impact on the Business Combination. BofA Securities did not provide any assistance regarding and had no involvement in connection with the Business Combination prior to September 9, 2021, only ten days before announcement of the Business Combination. Prior to that, the Company and its other advisors were engaged in ongoing evaluation and negotiation regarding the Business Combination for nearly five months without any involvement by BofA Securities. Beginning September 9, 2021, when the process toward announcement of the Business Combination was in its final phase, BofA Securities began providing limited services to the Company (such as general advice regarding the Target Companies, their businesses and the Business Combination, as well as reviewing the Company’s investor presentation materials for use following announcement; advice concerning industry context; participation in discussions related to the Target Companies’ businesses, including regarding illustrative valuations, financial benchmarking for select metrics and competitive landscape benchmarking; advice regarding financing alternatives for the Company; and the arranging of post-announcement meetings with investors and conveying feedback from such investors to the Company), and such services were substantially complete at the time of the Termination. BofA Securities was not engaged to provide and did not provide any assistance in connection with the PIPE or any other financings in connection with the Business Combination. BofA Securities did not engage in any due diligence regarding the Target Companies for or on behalf of the Company or provide the Company with any due diligence reports or due diligence materials regarding the Target Companies. Due diligence on behalf of the Company was conducted by Company management as well as certain of its other advisors. The Company did not expect that BofA Securities would play a role in the Closing process or otherwise continue to meaningfully participate in the Business Combination as an advisor to the Company, and the Company does not intend to retain any other additional financial advisors or capital markets advisors in connection with the Business Combination. BofA Securities did not communicate or indicate to the Company or the Target Companies, and neither the Company nor any of the Target Companies are aware of any reason to believe, that the Termination was the result of any dispute or disagreement with the Company or the Target Companies, or any matters relating to the Company’s or the Target Companies’ businesses, operations, prospects, policies, procedures or practices, or the contents of the Amended Registration Statement. In response to the Staff’s comment, we have revised our disclosure on page 141 of the Amended Registration Statement to clarify that preliminary due diligence findings were delivered to the Company from GT, Grant Thornton, and A&M during the months of June and July, 2021. In response to the Staff’s comment, we have supplemented our disclosure on pages 152 and 153 of the Amended Registration Statement to further describe the role of BofA Securities and the circumstances around the Termination. Cartesian Growth Corporation June 27, 2022 Page 3 2. If BofA Securities, Inc. advised you on the business combination and related transactions, please add a risk factor that the board of directors engaged with an advisor who assisted in their consideration of the transaction who have subsequently withdrawn, and explain whether the board has undertaken any additional procedures in reviewing the recommendation in light of the withdrawal of its advisor on whom it relied. If not, please disclose why the board did not opt to revisit the information on which they advised and discuss the risks to investors. Although BofA Securities was engaged as a capital markets advisor and financial advisor to the Company, BofA Securities provided limited services to the Company until the Termination. BofA Securities did not meet with or make any recommendations to the Company’s board of directors regarding the Business Combination. BofA Securities did not prepare any financial or other information that was provided to the Company’s board of directors. The Company’s board of directors did not rely on BofA Securities or any materials prepared by BofA Securities in their consideration of the Business Combination. We have provided disclosure on pages 87 and 88 of the Amended Registration Statement to discuss risks related to the Termination as follows: “The mutual termination of BofA Securities’ engagements as a capital markets advisor and financial advisor to Cartesian may indicate that it is unwilling to be associated with the disclosure in this proxy statement/ prospectus or the underlying business or financial analysis related to the Business Combination, and no shareholder or investor should place any reliance on the fact that BofA Securities was involved with any aspect of the Business Combination. On May 13, 2022, Cartesian and BofA Securities mutually agreed to terminate BofA Securities’ engagements as a capital markets advisor and financial advisor to Cartesian. Pursuant to the termination agreement, dated May 13, 2022, (i) BofA Securities ceased to act and no longer acts in any capacity or relationship contemplated under its engagement letters or in which BofA Securities has otherwise been described in this proxy statement/prospectus as acting or agreeing to act with respect to the Business Combination; (ii) BofA Securities waived the fees to which it would have been entitled under the engagement letters, including a cash fee of $3 million contingent upon the consummation of the Business Combination (including any fee payable to BofA Securities for a closing of the Business Combination occurring after the termination of BofA Securities’ engagement); and (iii) BofA Securities will not be responsible for any portion of Cartesian’s registration statement on Form S-4 in connection with the Business Combination. Most of such fees relate to services already performed. As is customary, certain provisions of the engagement letters survive termination, including Cartesian’s obligations to (i) indemnify BofA Securities from and against any losses and claims arising out of, or in connection with, the services provided under the engagement letters and (ii) reimburse BofA Securities for expenses incurred in connection with its engagements prior to termination. On the same day, BofA Securities also delivered a notice to the SEC pursuant to Section 11(b)(1) under the Securities Act. Neither the Company nor any of the Target Companies expresses a view as to the reasons for the decision by BofA Securities to terminate its engagement and waive the fees to which it would have been entitled. See “Proposal One—The Business Combination Proposal—Termination of BofA Securities’ Engagements” for more details on the termination and BofA Securities’ roles and responsibilities prior to the termination. Cartesian Growth Corporation June 27, 2022 Page 4 The termination of BofA Securities’ engagements as a capital markets and financial advisor to Cartesian may indicate that it is unwilling to be associated with the disclosure in this proxy statement/prospectus or the underlying business or financial analysis related to the Business Combination. Subsequent to the termination, Cartesian asked BofA Securities to provide a letter stating whether it agrees with disclosure regarding the termination of the engagements. BofA Securities has declined to provide the letter and has not otherwise confirmed whether it agrees with the disclosure made in this proxy statement/prospectus relating to the termination. Therefore, there can be no assurances that BofA Securities agrees with such disclosure, and no inference can be drawn to this effect. No investor or shareholder should place any reliance on the fact that BofA Securities was previously involved with any aspect of the Business Combination described in this proxy statement/prospectus.” 3. If BofA Securities, Inc. advised you on the business combination and related transactions, please disclose its role in preparing the financial information shared with the board of directors, and disclose whether the board of directors considered assessing the financial information again in light of the financial institution’s unwillingness to be associated with it in any way. Please also disclose that a resignation signifies that the financial institution is unwilling to be associated with the underlying work and disclosure; accordingly, investors should not place any reliance that any third party has participated in the preparation or analysis of this information. Although BofA Securities was engaged as a capital markets advisor and financial advisor to the Company, BofA Securities provided limited services to the Company until the Termination. BofA Securities did not meet with or make any recommendations to the Company’s board of directors regarding the Business Combination. BofA Securities did not prepare any financial or other information that was provided to the Company’s board of directors. The Company’s board of directors did not rely on BofA Securities or any materials prepared by BofA Securities in their consideration of the Business Combination. As indicated in our response to comment 2 above, we have provided disclosure on pages 87 and 88 of the Amended Registration Statement to discuss risks related to the Termination. 4. We note your disclosure on page 142 that BofA Securities Inc. waived its fees under its engagement letters. To the extent that such fees relate to services that have already been rendered, please add a risk factor that discloses that such services have already been rendered, yet BofA Securities Inc. is waiving such fees and disclaims responsibility for the Form S-4 registration statement. Clarify the unusual nature of any such fee waiver and the impact of it on the evaluation of the business combination. As indicated in our response to comment 2 above, we have provided disclosure on pages 87 and 88 of the Amended Registration Statement to discuss risks related to the Termination. Cartesian Growth Corporation June 27, 2022 Page 5 5. Please tell us whether you are aware of any disagreements with BofA Securities Inc. and any other of the advisors referred to in the registration statement regarding the disclosure in the financial statements in the Form S-4 registration statement. The Company is not aware of any disagreements with BofA Securities or between BofA Securities and any other of the advisors referred to in the Amended Registration Statement regarding the disclosure in the financial statements or otherwise in the Amended Registration Statement. 6. Please tell us whether BofA Securities, Inc. was involved in the preparation of any disclosure that is included in the registration statement, including any analysis underlying the disclosure in the registration statement, or material underlying disclosure in the registration statement, including but not limited to the projected financial information beginning on page 147. If so, clarify its involvement, whether it has retracted any work product associated with the transaction, and also include a risk factor describing its role in connection with the preparation of the registration statement and that they disclaim any liability in connection with such disclosure included in the registration statement. Although BofA Securities, during the time of its engagements as capital markets advisor and financial advisor, was included on correspondence regarding prior drafts of the Amended Registration Statement as a member of the working group and in such capacity may have provided limited input or commentary, BofA Securities was not substantively or meaningfully involved in the preparation of any disclosure that is included in the Amended Registration Statement, including any analysis underlying the disclosure in the Amended Registration statement, or any material underlying disclosure in the Amended Registration Statement, including but not limited to the projected financial information. As indicated in our response to comment 2 above, we have provided disclosure on pages 87 and 88 of the Amended Registration Statement to discuss risks related to the Termination. 7. Please provide us with the engagement letter with BofA Securities, Inc. Please disclose any ongoing obligations pursuant to the engagement letter that will survive the termination of the engagement, such as indemnification provisions, and discuss the impacts of those obligations on you in the registration statement. We are supplementally providing to the Staff under separate cover, pursuant to Rule 418 under the Securities Act and Rule 12b-4 under the Securities Exchange Act, copies of the engagement letters with BofA Securities. Such engagement letters shall not be filed or deemed part of the Amended Registration Statement. In response to the Staff’s comments, we have supplemented our disclosure on pages 152 and 153 of the Amended Registration Statement to describe the relevant provisions that survive the Termination and indicate that we do not expect such surviving provisions to have any significant impact. Cartesian Growth Corporation June 27, 2022 Page 6 8. Please provide us with a letter from BofA Securities, Inc. stating whether it agrees with the statem
2022-06-23 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
United States securities and exchange commission logo
June 23, 2022
Matthew Brown,
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 28, 2022
Form 8-K Furnished May 5, 2022
File No. 001-38263
Dear Mr. Brown,:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recurring Software License Rate, page 53
1.Please tell us and revise to explain what the Recurring Software License Rate metric is
intended to convey, why such information is useful information to investors, and how
management uses this measure in managing or monitoring the performance of
your business. Also, as your term licenses are renewed annually, tell us what
consideration was given to disclosing your renewal rates for these licenses. Refer to SEC
Release 33-10751.
FirstName LastNameMatthew Brown,
Comapany NameAltair Engineering Inc.
June 23, 2022 Page 2
FirstName LastName
Matthew Brown,
Altair Engineering Inc.
June 23, 2022
Page 2
Form 8-K furnished on May 5, 2022
Exhibit 99.1
First Quarter 2022 Financial Highlights, page 1
2.We note that you disclose Adjusted EBITDA margin and Free Cash Flow but do not
disclose the comparable GAAP measure. Please revise to include the comparable GAAP
measures with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation
S-K and Question 102.10 of the Non-GAAP C&DIs.
Non-GAAP Financial Measures, page 2
3.You disclose that the non-GAAP tax adjustments approximate your tax rate excluding
discrete items and other specific events that can fluctuate from period to period. Please
explain to us in greater detail how you arrived at the non-GAAP tax effect and describe
the discrete items and events that were excluded when arriving at the non-GAAP tax rate.
In this regard, we note that the non-GAAP effective tax rates for the quarter ended March
31, 2022 and for the fiscal year ended December 31, 2021 appear to be insignificant
compared to the amount of non-GAAP income before income taxes and are significantly
lower than the federal statutory rate.
4.We note that in your earnings call you discuss Non-GAAP gross profit, Non-GAAP gross
margin and Non-GAAP operating expenses; however these measures are not reconciled in
your earnings release furnished on Form 8-K. Please ensure that all non-GAAP measure
referred to orally in your earnings calls are reconciled in your earnings release or on your
web site. Refer to Regulation G.
Financial Results, page 8
5.Please revise to reconcile Adjusted EBITDA to GAAP Net loss, the most comparable
GAAP measure. In this regard, we note that you currently reconcile Adjusted EBITDA to
another Non-GAAP measure, Non-GAAP Net income. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameMatthew Brown,
Comapany NameAltair Engineering Inc.
June 23, 2022 Page 3
FirstName LastName
Matthew Brown,
Altair Engineering Inc.
June 23, 2022
Page 3
You may contact Christine Dietz, Senior Staff Accountant, at (202) 551-3408 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2022-06-06 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
June 6, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed May 13, 2022
File No. 333-262644
Dear Mr. Yu:
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. Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2022 letter.
Amendment No. 1 to Form S-4 filed May, 13, 2022
General
1.Please discuss the potential impact on the transaction related to the resignation of BofA
Securities, Inc. Also, disclose the role BofA Securities, Inc. played in the various
transactions as your financial advisor in the background of the business combination
section beginning on page 126 consistent with your response to prior comment 14. Please
note that the comments in this letter apply to BofA Securities and its subsidiaries and
affiliates in any capacity. We note the disclosure on page 132 that preliminary due
diligence findings were delivered to Cartesian from its advisors during the months of June
and July, 2021. Please clarify which advisors you are referring to that provided
preliminary due diligence findings.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
June 6, 2022 Page 2
FirstName LastNamePeter Yu
Cartesian Growth Corporation
June 6, 2022
Page 2
2.If BofA Securities, Inc. advised you on the business combination and related transactions,
please add a risk factor that the board of directors engaged with an advisor who assisted in
their consideration of the transaction who have subsequently withdrawn, and explain
whether the board has undertaken any additional procedures in reviewing the
recommendation in light of the withdrawal of its advisor on whom it relied. If not, please
disclose why the board did not opt to revisit the information on which they advised and
discuss the risks to investors.
3.If BofA Securities, Inc. advised you on the business combination and related transactions,
please disclose its role in preparing the financial information shared with the board of
directors, and disclose whether the board of directors considered assessing the financial
information again in light of the financial institution’s unwillingness to be associated with
it in any way. Please also disclose that a resignation signifies that the financial institution
is unwilling to be associated with the underlying work and disclosure; accordingly,
investors should not place any reliance that any third party has participated in the
preparation or analysis of this information.
4.We note your disclosure on page 142 that BofA Securities Inc. waived its fees under its
engagement letters. To the extent that such fees relate to services that have already been
rendered, please add a risk factor that discloses that such services have already been
rendered, yet BofA Securities Inc. is waiving such fees and disclaims responsibility for the
Form S-4 registration statement. Clarify the unusual nature of any such fee waiver and
the impact of it on the evaluation of the business combination.
5.Please tell us whether you are aware of any disagreements with BofA Securities Inc. and
any other of the advisors referred to in the registration statement regarding the disclosure
in the financial statements in the Form S-4 registration statement.
6.Please tell us whether BofA Securities, Inc. was involved in the preparation of any
disclosure that is included in the registration statement, including any analysis underlying
the disclosure in the registration statement, or material underlying disclosure in the
registration statement, including but not limited to the projected financial information
beginning on page 147. If so, clarify its involvement, whether it has retracted any work
product associated with the transaction, and also include a risk factor describing its role in
connection with the preparation of the registration statement and that they disclaim any
liability in connection with such disclosure included in the registration statement.
7.Please provide us with the engagement letter with BofA Securities, Inc. Please disclose
any ongoing obligations pursuant to the engagement letter that will survive the
termination of the engagement, such as indemnification provisions, and discuss the
impacts of those obligations on you in the registration statement.
8.Please provide us with a letter from BofA Securities, Inc. stating whether it agrees with
the statements made in your prospectus related to its resignation and, if not, stating the
respects in which it does not agree. Please revise your disclosure accordingly to reflect
that you have discussed the disclosure with BofA Securities, Inc. and whether it either
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
June 6, 2022 Page 3
FirstName LastNamePeter Yu
Cartesian Growth Corporation
June 6, 2022
Page 3
agrees or does not agree with the conclusions and the risks associated with such outcome.
If it does not respond, please revise your disclosure to indicate you have asked and not
received a response and include disclosure about such fact and the risks to investors.
Additionally, please indicate that you will not speculate about the reasons that BofA
Securities, Inc. withdrew from its role as financial advisor and forfeited its fees, if
applicable, after doing substantially all the work to earn its fees, as applicable.
Have the Target Companies ever operated as a combined business?, page 20
9.We note your response to prior comment 5 and reissue in part. To the extent applicable,
please describe any affiliation between the companies.
What vote is required to approve each proposal at the Special Meeting?, page 31
10.We note your response to prior comment 7 and reissue in part. Consistent with your
disclosure on page 122, please discuss here what percentage of public shareholders need
to vote in favor of the Business Combination Proposal and Domestication Proposal in
order to approve the proposals. In that regard we note that your Sponsor, directors and
officers have agreed to vote any Founder Shares or Ordinary Shares owned by them in
favor of the proposals.
Summary of the Proxy Statement/Prospectus, page 36
11.We note your response to prior comment 8. Consistent with the graphic depictions
beginning on page 230, please provide a graphic depiction of the Target companies and
Cartesian prior to the business combination in the summary, and also include a post-
combination organizational chart that includes the percentage of voting power that
Cartesian’s current public shareholders will have, taking into account the voting power of
any Class B shares, in the summary.
Unaudited Pro Forma Condensed Combined Financial Information, page 223
12.We note the resignation of BofA Securities, Inc. Please expand your disclosures
associated with the pro forma information that begins on page 223 to fully describe the
implications of these resignations on your ability to complete the transaction as currently
described in the registration statement. For example, please address the following points.
•Describe the services that you had arranged to obtain from BofA Securities, Inc. that
are yet to be provided in order to earn the fees that you indicate would be forfeited,
and disclose what consideration was given to hiring a new financial advisor.
•Identify any facets of the minimum and maximum redemption scenarios that could
change as either a direct or indirect result of the resignation.
•Describe the extent to which the availability of financing that is currently
contemplated could be curtailed, how you would expect to manage such change, and
indicate the thresholds at which the transaction may not proceed if this becomes a
possibility.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
June 6, 2022 Page 4
FirstName LastNamePeter Yu
Cartesian Growth Corporation
June 6, 2022
Page 4
13.Please update your pro forma ownership table on page 225 to include related shares.
Note 1. Description of the Business Combination, page 232
14.Please update your diagram that depicts the Company's organizational structure
immediately following the Completion of the Business Combination to include both
voting and economic ownership percentages.
15.In your Sources and Uses of Funds for the Business Combination on page 233, please tell
us and disclose how you determined the amounts of estimated sources of funds for
existing shareholder rollover equity and sponsor and independent directors.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2021, page 245
16.We note your response to prior comment 20. Please explain how the $9.2 million tax
receivable agreement bridges the $52 million difference between the amount of
consideration offered disclosed in the footnote ($1,131) million and the amount disclosed
on page 155 of the filing ($1,079) million. Further, regardless of what comprises the
difference, tell us why amounts disclosed for total consideration offered are not the same
throughout the filing.
17.We note your response to prior comment 21. Please address the second part of our
comment. Specifically, to the extent entities are identified inconsistently within the filing,
revise to provide a consistent description.
18.You disclose in footnote (e) that the adjustment for $100 million represents the secondary
purchase of partnership interests in Alvarium Tiedemann, or the Aggregate Cash
Consideration to be distributed to the members of the TIG Entities and TWMH. You also
disclose on page 2, that Alvarium Tiedemann means the Company after it has been
renamed “Alvarium Tiedemann Holdings, Inc.” Please clarify how the use of the $100
million is for partnership interests in Alvarium Tiedemann when it is to be distributed to
the members of the TIG Entities and TWMH.
19.In your disclosure of footnote (f) please disclose the following if true, that total
consideration for allocation of $1,131.1 million excluding the fair value of earn-out
consideration of $109.6 million represents the $1,012 million adjustment to additional
paid-in-capital and non-controlling interest in subsidiaries adjustment of $543.7 million
represents Umbrella Class B common units held by TWMH and TIG Entities Members.
20.We note your response to prior comment 20. Please disclose in footnotes (f)(1) and (f)(5),
the share consideration issued in the business combination to each respective party.
Note 5- Earnings/Loss per Share, page 250
21.We note your response to prior comment 22. Please remove the historical book value per
share of Cartesian as we do not believe this is a useful metric when compared to proforma
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
June 6, 2022 Page 5
FirstName LastNamePeter Yu
Cartesian Growth Corporation
June 6, 2022
Page 5
combined book value per share. Also, please disclose that your Class B shares have not
been included in your calculation of Economic shares outstanding as they are voting only
shares.
Business of Alvarium Tiedemann, page 268
22.We note your response to prior comment 24. Please provide an itemized analysis
providing your calculations with respect to the value of Alvarium Tiedemann’s
subsidiaries' assets (exclusive of government securities and cash items) on an
unconsolidated basis, as per Section 3(a)(1)(C) of the 1940 Act. For example, please
provide a calculation of the asset values (in USD) representing Alvarium Tiedemann’s
81.3% ownership interest in its subsidiaries, Alvarium Asset and Alvarium Wealth.
Managements Discussion and Analysis of Financial Condition and Results of Operations for
TWMH, page 327
23.We note your response to prior comment 27. With a view of providing investors with
insight into underlying revenues trends, please tell us and revise your disclosures as
necessary, how your clients evaluate the performance of their investment accounts
managed by you, and how such evaluation could impact related revenues.
24.You disclose that the increase in general, administrative and other expenses for TWMH
for the year ended December 31, 2021 was attributable to $5.1 million of transaction
expenses related to the Business Combination. We also note on page 333, that you adjust
for transaction related costs of $4.6 million in your calculation of Adjusted EBITDA for
TWMH. Please reconcile this difference and revise your disclosures as necessary.
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
TIG Entities, page 340
25.We acknowledge your response to our prior comment 32. Please tell us why the individual
partners 49.37% Class D-1 equity interest is not presented as non-controlling interest in
the TIG consolidated financial statements. Disclose the basis for the calculation of the
affiliate profit-share in TIG Arbitrage as presented on page 350, including how such
amount reconciles to the TIG consolidated financial statements. Further, in your non-
GAAP reconciliation table provide a detailed explanation regarding the distinction
between the 49.37% class D-1 equity interest and the remaining 50.63% equity interest in
TIG arbitrage strategy. Also, change caption "c" on the face of the reconciliation table for
"Affiliate profit-share in TIG Arbitrage" to caption "d" so it aligns with the disclosure
provided beneath the table.
Financial Statements of TWMG, page F-35
26.Please tell us how the purchase and sale of investments of $1,138.7 million and $778.6
million as presented in the consolidated statements of cash flows reconciles to the
investment activity in Notes 3. Variable Interest Entity, Note. 4 Amortization and
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
June 6, 2022 Page 6
FirstName LastName
Peter Yu
Cartesian Growth Corporation
June 6, 2022
Page 6
impairment of assets and goodwill, and Note. 5 Investments at fair value.
27.We note your response to prior comment 38. Specifically, that there was no upfront cash
payment for the acquisition of your 40% interest in Constantia AG. However, you
disclose in your filing that you made payments towards the acquisition of $1,236,076 and
$1,206,855 in the years ended December 31, 2021 and 2020, respectively. Thus, please
tell us where these payments are reflected in your statement of cash flows.
Financial Statements of TIG, page F-63
28.We note your response to prior comment 36. The staff notes that providing revenue
recognition disclosure in Management's discussion and analysis does not permit omission
of this information from the financial statements. As such, as it pertains to TIG, please
revise your financial statements to include the information required by ASC 606-10-50-5.
29.Please tell us and disclose why the valuation methodology and techniques for Investment
in Unaffiliated Management Companies as disclosed on page F-74 changed from the
market approach, comparable companies and recent transactions in 2020 to discounted
cash flow in 2021. Please also enhance your disclosures to provide a rollforward of these
investments. and a narrative description of the uncertainty of the fair value
measurements. Refer to ASC 820-10-50-2 (bbb)(i), (c), (d) and (g).
2022-06-06 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP Allego N.V. Westervoortsedijk 73 KB 6827 AV Arnhem, the Netherlands June 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Taylor Beech; Dietrich King Re: Allego N.V. Registration Statement on Form F-1 File No. 333-264056 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allego N.V. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Amendment No. 1 to Registration Statement on Form F-1 to become effective on June 6, 2022, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter. The Company hereby authorizes Heather Emmel of Weil, Gotshal & Manges LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310 8849. Very truly yours, ALLEGO N.V. By: /s/ Mathieu Bonnet Name: Mathieu Bonnet Title: Chief Executive Officer cc: Ton Louwers, Allego, N.V.
2022-05-31 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE
Group Holding Limited
Unit
1005, 10/F, Tower A, New Mandarin Plaza,
14
Science Museum Road, Tsim Sha Tsui, Hong Kong
May
27, 2022
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade and Services
100
F Street, N.E.
Mail
Stop 3561
Washington,
DC 20549
Attn:
Scott Anderegg
Re:
ALE
Group Holding Ltd.
Post-Effective Amendment No. 8 to Registration Statement on Form F-1
Filed
May 6, 2022
File
No. 333-239225
Dear
Mr. Anderegg:
ALE
Group Holding Limited (the “Company”, “ALE,” “we”, “us” or
“our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”), dated May 26, 2022 regarding our post-effective amendment No.8
to registration statement on F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly. The post-effective amendment No.9 to the Registration Statement accompanying
this Response Letter is referred to as the Amended Registration Statement.
Post-Effective
Amendment No. 8 to Registration Statement on Form F-1 filed May 6, 2022
Cover
Page
1.
We
note your response to comment 1, as well as your revised disclosure, which focuses on the potential adverse consequences only if
you added a variable interest entity to your corporate structure. Please revise this disclosure to encompass your corporate structure
generally. The revised disclosure should address that if changes to the arrangements between the PRC and Hong Kong and the PRC’s
expanded authority in Hong Kong result in PRC regulatory authorities disallowing your current structure, it would likely result
in a material change in your operations and/or a material change in the value of your securities.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page accordingly.
Summary
of Risk Factors, page 1
2.
We
note your response to comment 5. For each risk factor listed here, please provide a cross reference to the specific page that the
risk factor starts on in your filing. A general reference to the page number of the beginning of the risk factors section is not
sufficient for this purpose.
Response:
In response to the Staff’s comment, we have revised to provide cross references to the specific page that each risk factor starts
on pages 1, 2, and 3 accordingly.
General
3.
Please
file as a consent from the Han Kun Law Offices to being named as an expert in the registration statement. In this regard, we note
the law firm's opinion filed as Exhibit 8.3 does not contain such consent language, notwithstanding the note in the exhibit index
for Exhibit 99.11 indicating that the consent is included in Exhibit 8.3.
Response:
In response to the Staff’s comment, we have filed an updated opinion issued by Han Kun Law Offices as Exhibit 8.3, which included
Han Kun Law Offices’ consent.
We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208 or Ying Li at yli@htflawyers.com or by telephone at (212) 530-2206.
Very truly yours,
/s/ Tak Ching
(Anthony) Poon
Tak Ching (Anthony) Poon
Chief Executive Officer
cc:
Joan
Wu, Esq.
Ying
Li, Esq.
Hunter Taubman Fischer & Li LLC
2022-05-26 - CORRESP - Allakos Inc. (ALLK) (CIK 0001564824)
CORRESP 1 filename1.htm CORRESP Allakos Inc. 825 Industrial Road, Suite 500 San Carlos, California 94070 May 26, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Allakos Inc. Registration Statement on Form S-3 Initially Filed May 19, 2022 File No. 333-265085 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Allakos Inc. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-3 so that it will become effective at 4:05 p.m., Eastern Time, on May 31, 2022, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Please contact William B. Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP with any questions you may have regarding this request. In addition, please notify Mr. Brentani by telephone when this request for acceleration has been granted. [Signature Page Follows] Very truly yours, ALLAKOS Inc. By: /s/ H. Baird Radford, III Name: H. Baird Radford, III Title: Chief Financial Officer
2022-05-26 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
May 26, 2022
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 8 to Registration Statement on Form F-1
Filed May 6, 2022
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 8 to Registration Statement on Form F-1 filed May 6, 2022
Cover Page
1.We note your response to comment 1, as well as your revised disclosure, which focuses on
the potential adverse consequences only if you added a variable interest entity to your
corporate structure. Please revise this disclosure to encompass your corporate structure
generally. The revised disclosure should address that if changes to the arrangements
between the PRC and Hong Kong and the PRC’s expanded authority in Hong Kong result
in PRC regulatory authorities disallowing your current structure, it would likely result in a
material change in your operations and/or a material change in the value of your
securities.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
May 26, 2022 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
May 26, 2022
Page 2
Summary of Risk Factors, page 1
2.We note your response to comment 5. For each risk factor listed here, please provide a
cross reference to the specific page that the risk factor starts on in your filing. A general
reference to the page number of the beginning of the risk factors section is not sufficient
for this purpose.
General
3.Please file as a consent from the Han Kun Law Offices to being named as an expert in the
registration statement. In this regard, we note the law firm's opinion filed as Exhibit 8.3
does not contain such consent language, notwithstanding the note in the exhibit index for
Exhibit 99.11 indicating that the consent is included in Exhibit 8.3.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-05-25 - UPLOAD - Allakos Inc. (ALLK) (CIK 0001564824)
United States securities and exchange commission logo
May 25, 2022
Meg Fitzegeral
General Counsel, Secretary and Chief Compliance Officer
Allakos Inc.
825 Industrial Road, Suite 500
San Carlos, CA 94070
Re:Allakos Inc.
Registration Statement on Form S-3
Filed May 19, 2022
File No. 333-265085
Dear Ms. Fitzegeral:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: William Brentani, Esq.
2022-05-19 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 19, 2022 VIA EDGAR TRANSMISSION Taylor Beech Dietrich King United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Allego N.V. Registration Statement on Form F-1 Filed March 31, 2022 File No. 333-264056 Dear Ms. Beech and Mr. King: On behalf of our client, Allego N.V., (the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 19, 2022, relating to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on March 31, 2022. In connection with these responses, the Company is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Registration Statement to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement. Securities and Exchange Commission May 19, 2022 Page 2 Cover Page 1. Comment: For each of the securities being registered for resale, please disclose the price that the selling securityholders paid for such securities. Response: In response to the Staff’s comments, the Company has revised its disclosure in the Cover Page of the Amended Registration Statement to disclose the price the selling securityholders paid for the securities. Please note that since the date of the Registration Statement, AP Spartan Energy Holdings III (PPW), LLC exercised all of its 9,360,000 Warrants that were originally Private Placement Warrants on a cashless basis. As a result, no Warrants are being registered for resale in the Registration Statement. 2. Comment: Please disclose the exercise price of the warrants compared to the market price of the underlying security. If the warrants are out the money or may be out of the money in the near future, please disclose the likelihood that warrant holders will not exercise their warrants. Please provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section, and please disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, please describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand. Response: In response to the Staff’s comments, the Company has revised its disclosure in the Cover Page, Prospectus Summary on page 7, Risk Factors on page 42, MD&A on page 79 and Use of Proceeds on page 55 of the Amended Registration Statement. 3. Comment: We note the significant number of redemptions of your ordinary shares in connection with your business combination and that the shares being registered for resale will constitute a large percentage of your public float. We also note that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market price of your ordinary shares. Please highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of your ordinary shares. Response: In response to the Staff’s comments, the Company has revised its disclosure in the Cover Page, Risk Factors on page 42 and MD&A on pages 79 and 80 of the Amended Registration Statement. Prospectus Summary, page 1 4. Comment: Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight Securities and Exchange Commission May 19, 2022 Page 3 the fact that Madeleine, a beneficial owner of approximately 74.5% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use. Response: The Company respectfully advises the Staff that none of Madeleine’s shares have been included in the Registration Statement. However, in response to the Staff’s comments, the Company has revised its disclosure in the Cover Page, Risk Factors on page 31 and MD&A on page 80 of the Amended Registration Statement to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and to discuss how such sales could impact the market price of the Company’s common stock. Risk Factors, page 15 5. Comment: Please include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of your ordinary shares. To illustrate this risk, please disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. In addition, please disclose that even though the current trading price is close to the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. Response: In response to the Staff’s comments, the Company has added the requested risk factor on pages 31 and 32 of the Amended Registration Statement. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 65 6. Comment: In light of the significant number of redemptions and the uncertainty regarding whether the company will receive significant proceeds from exercises of the warrants because of the potential disparity between the exercise price of the warrants and the current or future trading price of your ordinary shares, please expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, please discuss the effect of this offering on the company’s ability to raise additional capital. Response: In response to the Staff’s comments, the Company has revised its disclosure in the MD&A section on pages 79 and 80 of the Amended Registration Statement. Securities and Exchange Commission May 19, 2022 Page 4 Plan of Distribution, page 128 7. Comment: We note your disclosure here that you will receive up to an aggregate of $107,640,000 if all of the Warrants are exercised for cash, yet you disclose elsewhere in your prospectus that you will receive up to an aggregate of $266,339,402 if all of the Warrants are exercised for cash. Please revise for consistency. Response: The Company respectfully advises the Staff that the referenced $107,640,000 disclosure in the Plan of Distribution was the aggregate amount to be received upon the exercise of only those Warrants that were originally Private Placement Warrants for cash, while the $266,339,402 related to the amount to be received if all Warrants were exercised for cash. The disclosure in the Plan of Distribution was limited to the Warrants that were originally Private Placement Warrants since only those Warrants had been included for resale in the Registration Statement. However, as mentioned above, as a result of the exercise by AP Spartan Energy Holdings III (PPW), LLC of its 9,360,000 Warrants, no Warrants are being offered for resale in the Registration Statement. Therefore, the referenced $107,640,000 disclosure in the Plan of Distribution has been deleted, and the referenced $266,339,402 disclosure has been updated to reflect that the Company will receive up to $158,699,402 if all of the outstanding Warrants are exercised for cash. General 8. Comment: Please revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Please highlight any differences in the current trading price, the prices that the Sponsor, PIPE investors, and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Please disclose that while the Sponsor, PIPE investors, or other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure. Response: In response to the Staff’s comments, the Company has revised its disclosure in the Cover Page, Prospectus Summary on page 7, Risk Factors on pages 31 and 32, MD&A on pages 79 and 80, Selling Securityholders on page 113, Plan of Distribution on page 130 and Use of Proceeds on page 55 of the Amended Registration Statement. Securities and Exchange Commission May 19, 2022 Page 5 9. Comment: Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. Non-Exclusive examples of areas where disclosure should be updated are as follows: • You refer to your “forecasts and projections” and “assumptions” on page 15, but we could not find these estimated future results in the prospectus. • You state on page 41 that your “ordinary shares are restricted from immediate resale but may be sold into the market in the near future” and “this could cause the market price of the Ordinary Shares to drop significantly, even if Allego’s business is doing well.” This risk factor should be updated given that this prospectus is facilitating those sales. • Update the disclosure in the risk factor titled “Members of Allego’s management have limited experience in operating a public company” in light of the failure to timely file the Form 10-Q for the quarter ended March 31, 2021. Response: In response to the Staff’s comment in the first bullet point, the Company has removed the inapplicable language. In response to the Staff’s comment in the second bullet point, the Company has revised its disclosure in the Risk Factors on pages 42 and 43 of the Amended Registration Statement. In response to the Staff’s comment in the third bullet point, the Company has revised the risk factor language on page 37 to note that Spartan failed to timely file its 10-Q for the quarter ended March 31, 2021. Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8961 or by e-mail at heather.emmel@weil.com. Sincerely yours, /s/ Heather Emmel Heather Emmel, Esq. cc: Mathieu Bonnet, Chief Executive Officer Ton Louwers, Chief Financial Officer Amanda Fenster, Esq., Weil, Gotshal & Manges LLP
2022-05-18 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
Global Corporate & Investment Banking
BofA Securities, Inc.
One Bryant Park, New York, NY 10036
May 13, 2022
Securities and Exchange Commission
100 F Street, N.E.Washington, D.C. 20549
Re: Registration Statement on Form S-4 (Registration No. 333-262644)
To whom it may concern:
Reference is made to the above-referenced registration statement, as amended (the
“Registration Statement”) of Cartesian Growth Corporation (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Ac t”) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acquisition of assets, or similar transaction involving a
special purpose acquisition company and one or more target companies (the “Transaction”). The
Registration Statement has not yet been declared effective as of the date of this letter.
This letter is to advise you that, effective as of May 13, 2022, our firm has resigned from, or
ceased or refused to act in, every capacity and relationship in which we were described in the
Registration Statement as acting or agreeing to act (including, w ithout limitation, any capacity or
relationship (A) required to be de scribed under Paragraph (5) of Sc hedule A or (B) for which consent
is required under Section 7 of the Securitie s Act) with respect to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the Securities
Act, that none of our firm, any pe rson who controls it (within the mean ing of either Section 15 of the
Securities Act or Section 20 of th e Securities Exchange Act of 1 934, as amended) or any of its
affiliates (within the mean ing of Rule 405 under the Securities Act) will be responsible for any part of
the Registration Statement. This notice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act
or the rules and regulations promulgated thereunder) with respect to the Transaction.
[remainder of this page intentionally left blank ]
Sincerely,
BofA Securities, Inc.
By: _____________________
Name: Abbe Galvez Cordon Title: Managing Director
cc: Peter Yu, Chief Executive Officer of Cartesian Growth Corporation
John Stickel, Staff Attorney Susan Block, Staff Attorney Jacob Luxenburg, Staff Accountant Michelle Miller, Staff Accountant Alan I. Annex, Esq., Greenberg Traurig, P.A. Jason T. Simon, Esq., Greenberg Traurig, P.A. Thomas R. Martin, Esq., Greenberg Traurig, P.A.
2022-05-18 - UPLOAD - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
United States securities and exchange commission logo
May 18, 2022
Katie Rooney
Chief Financial Officer
Alight, Inc.
4 Overlook Point
Lincolnshire, IL 60069
Re:Alight, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-39299
Dear Ms. Rooney:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-05-13 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm CORRESP Cartesian Growth Corporation May 13, 2022 Page 1 May 13, 2022 Mr. John Stickel Office of Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Cartesian Growth Corporation Registration Statement on Form S-4 Filed February 11, 2022 File No. 333-262644 Dear Mr. Stickel: On behalf of our client, Cartesian Growth Corporation, a Delaware corporation (the “Company” or “Cartesian”), set forth below are the Company’s responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated March 10, 2022. In connection with such responses, we will be submitting, electronically via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-4 of the Company (File No. 333-262644) (the “Registration Statement”). The Registration Statement, as amended by Amendment No. 1, is referred to as the “Amended Registration Statement”. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Form S-4 filed February 11, 2022 General, page i 1. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material. Cartesian Growth Corporation May 13, 2022 Page 2 In response to the Staff’s comment, we have populated and expanded the disclosure on pages 21, 22, 42, 43, 44, 69, 70, 189, 190, and 191 of the Amended Registration Statement to quantify the dollar amount and describe the nature of the risk interests held by the sponsor, its affiliates and the Company’s officers and directors, whose value is dependent upon the completion of a business combination, including the value of any securities held based on market values as of a recent practicable date. As disclosed in the Amended Registration Statement, as of the date of the Amended Registration Statement, there are no outstanding loans, fees or reimbursements of expenses due from the Company to the sponsor, its affiliates or the Company’s officers and directors, other than the reimbursements described on page 383 of the Amended Registration Statement. 2. Please highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. In response to the Staff’s comment, we have added a Question and Answer on pages 22 and 23 of the Amended Registration Statement highlighting the disclosure under the risk factor “The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, upon completion of the Business Combination, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Business Combination causes the trading price of the Company’s common stock to materially decline.” and cross-referencing to such risk factor. 3. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks. In response to the Staff’s comment, we have populated the disclosure on page 72 of the Amended Registration Statement under the risk factor “Public Shareholders who redeem their Class A ordinary shares may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants” to quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks. 4. Please highlight material differences in the terms and prices of securities issued at the time of the IPO as compared to any private placement contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement. Cartesian Growth Corporation May 13, 2022 Page 3 In response to the Staff’s comment, we have supplemented our disclosure on pages 139 of the Amended Registration Statement to highlight the terms of the Initial Private Placement which was placed with current clients of TWMH (the “TWMH PIPE Investors”) and a shareholder of Alvarium (the “Alvarium PIPE Investor”) which were selected by Cartesian and the Target Companies for their participation. Shares offered in the Initial Private Placement were offered at a purchase price of $9.80 for each investor in the Initial Private Placement. Such investors were also offered, pursuant to the Option Agreements, an option to purchase from the Sponsor a certain amount of shares of Class A Common Stock at an exercise price of $11.50 per share (subject to adjustments as more fully described in the Option Agreements). The TWMH PIPE Investors were each offered an option to purchase a pro rata share, based on their relative investment in the Initial Private Placement among the TWMH PIPE Investors, from a pool of 2,175,000 shares of Class A Common Stock held by the Sponsor (which pool represented a number of shares equal to 29% of the first $75,000,000 invested by the TWMH PIPE Investors in the aggregate, calculated based upon a per share price equal to the IPO offering price of $10.00 per share). The Alvarium PIPE Investor was offered an option to purchase 1,450,000 shares of Class A Common Stock held by the Sponsor, which amount represented a number of shares equal to 29% of the Alvarium Investor’s approximate $50,000,000 investment in the Initial Private Placement, calculated based upon a per share price equal to the IPO offering price of $10.00 per share. In addition, pursuant to the Side Letter, the Alvarium PIPE Investor will be issued an additional 100,000 shares in the Initial Private Placement. The options granted under the Option Agreements, and the shares issued pursuant to the Side Letter, are each conditioned upon the closing of the Business Combination, and subject to conditions to exercise as described more fully on pages 185 and 186 of the Amended Registration Statement. None of Cartesian’s sponsors, directors, officers or their respective affiliates participated in the Initial Private Placement. Questions and Answers about the Proposals, page 15 5. Please include a Question and Answer discussing the fact that Cartesian and the Target Companies currently operate as separate companies “and their operations have not been previously managed on combined basis.” Please also describe any affiliation between the companies. In response to the Staff’s comment, we have revised our disclosure on pages 20 and 80 of the Amended Registration Statement to provide a Question and Answer and a risk factor, respectively, discussing the fact that Cartesian and the Target Companies currently operate as separate companies and that their operations have not been previously managed on a combined basis, as well as the relationship between the TIG Entities and TWMH, as set forth below. Cartesian Growth Corporation May 13, 2022 Page 4 “Historically, Cartesian and the Target Companies have each operated independently, and the anticipated benefits of the Business Combination to the combined company may not be realized or may take longer than expected to realize. While Michael Tiedemann currently serves as chief executive officer of both Tiedemann Advisors (a subsidiary of TWMH) and TIG Advisors (a subsidiary of the TIG Entities) and is an indirect equity owner of each entity through his ownership in TWMH and the TIG Entities, none of TWMH, the TIG Entities, Alvarium or Cartesian have been managed on a combined basis with each other and have each historically operated independently. The future success of the Business Combination, including its anticipated benefits, depends, in part, on our ability to optimize our combined operations, which will be a complex, costly and time-consuming process. If we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period. There can be no assurances that we will realize the potential operating efficiencies, synergies and other benefits currently anticipated from the Business Combination. The integration of the Target Companies may present material challenges, including, without limitation: • combining the leadership teams and corporate cultures of TWMH, the TIG Entities and Alvarium; • the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or more of the businesses as a result of the devotion of management’s attention to the Business Combination or integration of the businesses; • managing a larger combined business; • maintaining employee morale and retaining key management and other employees at the combined company, including by offering sufficiently attractive terms of employment; • retaining existing business and operational relationships, and attracting new business and operational relationships; • the possibility of faulty assumptions underlying expectations regarding the integration process; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; • managing expense loads and maintaining currently anticipated operating margins given that the Target Companies are different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our funds; and • unanticipated issues in integrating information technology, communications and other systems. Cartesian Growth Corporation May 13, 2022 Page 5 Some of those factors are outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of potential revenues or synergies, potential cost savings, and diversion of management’s time and energy, which could materially affect our financial position, results of operations, and cash flows.” Questions and Answers about the Proposals, page 18 6. You disclose that pursuant to the Business Combination Agreement, TWMH and TIG Entities will receive 29.8% and 70.2%, respectively of cash consideration. We also note that you disclose on page 222 in footnote (1) that the economic and voting interests in Alvarium Tiedemann assumes that secondary share purchase happened after the Business Combination and then on page 243, that you disclose that adjustment (e) of Note 3 reflects the use of $100 million representing the secondary purchase of partnership interests in Alvarium Tiedemann. Please reconcile these statements and clarify your disclosures, as necessary, to consistently reflect the terms and sequence of the Business Combination transaction with the underlying terms of the related agreement. The Company notes that the secondary purchase of partnership interests in Alvarium Tiedemann is effected by the Business Combination Agreement. In response to the Staff’s comment, the Company has revised its footnote (e) disclosure on page 245 of the Amended Registration Statement to add further description of this adjustment (referenced in Staff comment #21). What vote is required to approve each proposal at the Special Meeting?, page 29 7. Please revise to discuss here and on page 118 what percentage of public shareholders need to vote in favor of the Business Combination Proposal and Domestication Proposal in order to approve the proposals. In that regard we note that your Sponsor, directors and officers have agreed to vote any Founder Shares or Ordinary Shares owned by them in favor of the proposals. In response to the Staff’s comment, we have supplemented our disclosure on pages 122 and 123 of the Amended Registration Statement as follows: “The Sponsor and our officers and directors have agreed, pursuant to the IPO Letter Agreements and for no additional consideration, to vote any ordinary shares owned by them in favor of any proposed business combination or related proposal, such as the Domestication, and not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination. The Sponsor and our officers and directors own Founder Shares representing approximately 20% of the outstanding ordinary shares of Cartesian. Accordingly, if we seek shareholder approval Cartesian Growth Corporation May 13, 2022 Page 6 of our initial business combination, the agreement by our Sponsor and our officers and directors to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of an initial business combination and related proposals (assuming all outstanding shares are voted) in order to have our initial business combination or related proposals, such as the Domestication, approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of an initial business combination and related proposals in order to have our initial business combination and related proposals, such as the Domestication, approved.” Summary of the Proxy Statement/Prospectus, page 35 8. Please provide a graphic depiction of the Target companies and Cartesian prior to the business combination. Please also include a post-combination organizational chart that includes the percentage of voting power that Cartesian’s current public shareholders will have, taking into account the voting power of any Class B shares. In response to the Staff’s comment, we have supplemented our disclosure on pages 230 through 232 of the Amended Registration Statement to include the requested pre- and post-Business Combination Structures and indicating the percentage of voting power that Cartesian’s current public shareholders will have, taking into account the voting power of any Class B Common Units, following the Closing. Summary of Historical Consolidated Financial Information of the TIG Entities, page 51 9. Please enhance your description to clarify the nature of the one-time accrual adjustment of $6.313 million to TIG Entities Net Income to reflect your recurring performance for the year ended December 31, 2020 in arriving at Adjusted EBITDA, conform your description throughout the filing and tell us the non-GAAP guidance you relied on in recognizing this adjustment. In response to the Staff’s comment, the Company has revised the caption and description on page 52 of the Amended Registration Statement. The Company has also conformed the caption and description throughout the filing. The Company relied on non-GAAP guidance
2022-05-12 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
United States securities and exchange commission logo
May 12, 2022
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed February 22, 2022
File No. 001-12933
Dear Mr. Westin:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2022-05-11 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP May 11, 2022 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Heather Clark and Melissa Gilmore Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 10-Q for the Quarter Ended March 31, 2022 Form 8-K furnished April 22, 2022 File No. 001-12933 Dear Ms. Clark and Ms. Gilmore: We hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated May 3, 2022 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence). The Company has the following responses to the Staff’s comments in the Comment Letter. For your convenience, we have reproduced in italics below each comment from the Comment Letter with the response following. Form 10-Q for the Quarter Ended March 31, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations Operating cash flow less capital expenditures, net, page 29 1. We note that operating cash flow less capital expenditures is calculated the same as free cash flow and is represented as free cash flow in the 8-K furnished April 22, 2022. In this regard, please ensure this measure is appropriately labeled as a non-GAAP measure in your future 10-Qs and the title is consistent with the measure presented elsewhere as free cash flow in your 8-K earnings releases. RESPONSE: In future filings, and if applicable, we will ensure that operating cash flow less capital expenditures is appropriately titled and labeled as free cash flow and is consistent across both our earnings releases and Form 10-Qs. Form 8-K furnished April 22, 2022 Exhibit 99.1 United States Securities and Exchange Commission Page 2 Key Performance Trends, page 6 2. We note your response to previous comment 2 and your bar graphs in Exhibit 99.1 on page 6. Please revise the respective bar graph titles to clearly indicate inclusion of both your GAAP and non-GAAP measures. RESPONSE: In future filings, and if applicable, we will revise the respective bar graph titles to clearly indicate inclusion of both our GAAP and non-GAAP measures. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Fredrik Westin Fredrik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2022-05-10 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP 1 filename1.htm CORRESP ALIGHT, INC. 4 Overlook Point Lincolnshire, IL 60069 VIA EDGAR May 10, 2022 Re: Alight, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 10, 2022 File No. 001-39299 Form 8-K Furnished February 23, 2022 File No. 001-39299 Mr. Stephen Kim and Ms. Lyn Shenk United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Kim and Ms. Shenk: Alight, Inc. (the “Company”) is submitting the following responses to the comment letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated May 3, 2022, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2021 filed on March 10, 2022 (the “Form 10-K”) and the Company’s Form 8-K furnished on February 23, 2022. To assist your review, we have retyped the text of the Staff’s comments in italics below. Form 10-K for the Fiscal Year Ended December 31, 2021 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Review of Results Non-GAAP Financial Measures, page 33 1.Please revise to move this disclosure to follow your discussion and analysis of results of operations on a GAAP basis. The Company acknowledges the Staff’s comment, and respectfully advises the Staff that in future periodic reports, it will move the above-referenced disclosure to follow its discussion and analysis of results and operations on a GAAP basis. Alight, Inc. May 10, 2022 The Company also respectfully directs the Staff’s attention to its most recent Quarterly Report on Form 10-Q, filed with the Commission on May 9, 2022 (the “Form 10-Q”), where the Company presented such non-GAAP financial measures accordingly on pages 34-36. Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures, page 34 2.For the non-GAAP financial measure Adjusted EBITDA less Capital Expenditures, please address the following: •Please revise the title of Adjusted EBITDA less Capital Expenditures to better describe the nature of this non-GAAP financial measure. In this regard, we note that its reconciliation to the most directly comparable GAAP measure starts with cash provided by operating activities rather than net (loss)/income. In addition, you defined free cash flow as Adjusted EBITDA less capital expenditures and used these terms interchangeably in your fiscal year end earnings release (Exhibit 99.1 to Form 8-K filed on February 14, 2022). •As you define free cash flow as Adjusted EBITDA less capital expenditures in your earnings release, please tell us how you considered Item 10(e)(1)(ii) of Regulation SX. In this regard, certain adjustments to arrive at the non-GAAP financial measure appear to be charges that required cash settlement (e.g. transaction and integration expenses, non-recurring professional expenses, transformation initiatives, etc.). The Company acknowledges the Staff’s comment, and respectfully advises the Staff that it utilizes both Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures as performance measures in reviewing the Company’s results of operations, as well as for forecasting, allocating resources and establishing employee incentive programs. The Company believes each of these metrics provides useful information to investors because each is an indicator of the strength and performance of the Company’s ongoing business operations. For this reason, Company management currently discloses and reviews Adjusted EBITDA less Capital Expenditures as a performance measure along with Adjusted EBITDA in the “Review of Results” subsection of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of its periodic reports, rather than as a liquidity measure within the “Liquidity” subsection of the MD&A. Management further stresses the use of Adjusted EBITDA less Capital Expenditures as a performance measure as opposed to a liquidity measure in the MD&A: “Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations” (emphasis added). Upon further consideration in light of the Staff’s comment, the Company will no longer define Adjusted EBITDA less Capital Expenditures as Free Cash Flow or otherwise use Free Cash Flow interchangeably with Adjusted EBITDA less Capital Expenditures. In addition, as reflected on pages 35-36 of the Form 10-Q and the Company’s most recent earnings press release for the first quarter 2022 (furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 9, 2022) (the “First Quarter Press Release”), starting in the period ended March 31, 2022, the Company will reconcile Adjusted EBITDA less Capital Expenditures to Net Income (Loss) as opposed to reconciling it to Cash Provided by Operating Activities. 2 Alight, Inc. May 10, 2022 The Company believes its presentation of Adjusted EBITDA and Adjusted EBITDA Less Capital Expenditures is not misleading and is otherwise consistent with the guidance in Question 100.01 of the Commission’s Non-GAAP Compliance and Disclosure Interpretations (“Question 100.01”) and Rule 100(b) of Regulation G (“Rule 100(b)”). Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and intangible amortization adjusted for the impact of certain non-cash items such as stock compensation, fair value remeasurement of the Tax Receivable Agreement (as defined in the Form 10-K) and financial instruments as well as other items that the Company does not consider in the evaluation of ongoing operational performance. This metric is used by management and our stakeholders to provide useful supplemental information that enables a better comparison of our performance across periods and a more discrete evaluation of our core operating performance. Similarly, Adjusted EBITDA less Capital Expenditures further enhances the metric by excluding one-time, non-recurring investments in the Company’s business and operations. As reflected on pages 35-36 of the Form 10-Q and the First Quarter Press Release and discussed above, the Company will include Adjusted EBITDA less Capital Expenditures within its detailed, performance-oriented non-GAAP reconciliation table, which includes a reconciliation of Adjusted EBITDA, in its periodic reports and earnings press releases. These reconciliations will clearly demonstrate the impact of the irregular and/or non-cash expenses mentioned in the preceding paragraph and the variability of the non-GAAP measures and their components in the current and prior periods. For the foregoing reasons, the Company believes its presentation of Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures is consistent with Question 100.01 Rule 100(b) because such measures, taken together with the information accompanying such measures and the related discussion of such measures, are not misleading. The Company respectfully advises the Staff that it will continue to regularly review the appropriateness of its non-GAAP financial measures and their related adjustments. Segment Revenue and Adjusted EBITDA, page 39 3.Please revise to include a discussion and analysis of all material costs and expenses attributable to your reportable segments that are not included in computing the segment measure of adjusted EBITDA, for example, depreciation and amortization. Refer to 104.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations for further guidance. The Company acknowledges the Staff’s comment, and respectfully advises the Staff that it has included disclosure responsive to this comment on pages 37-38 of the Form 10-Q. In the Company's periodic reports, the Company will continue to include a discussion and analysis of material costs and expenses attributable to its reportable segments that are not included in computing the segment measure of Adjusted EBITDA to better clarify the impact of such costs and expenses, particularly where such costs and expenses disproportionately impact a particular segment. Notes to Consolidated Financial Statements 10. Share-Based Compensation Expense, page F-31 4.Please revise to disclose all information required under ASC 718-10-50-2 (e.g. general terms of awards, methods utilized to measure compensation cost, a description of the 3 Alight, Inc. May 10, 2022 significant assumptions used to estimate the fair value, aggregate intrinsic value of RSUs and PRSUs, etc.). The Company acknowledges the Staff’s comment, and respectfully advises the Staff that, as disclosed on page F-33 of the Form 10-K, it recorded $67 million of share-based compensation costs for the Successor (as defined in the Form 10-K) six months ended December 31, 2021 but only $5 million for the Predecessor (as defined in the Form 10-K) six months ended June 30, 2021. In preparing the Form 10-K, the Company accordingly focused its disclosures on stock-based awards issued by the Successor given the relatively more significant impact of such awards as compared to the stock-based awards granted during the Predecessor periods. The Company respectfully advises the Staff that in light of the Staff’s comment, it will include all information required under ASC 718-10-50-2 for both the Predecessor and the Successor periods in its future periodic reports to the extent applicable. For the Staff’s convenience, the modifications the Company proposes to make in its future Annual Reports on Form 10-K are expected to be substantially consistent with the changes appended hereto as Exhibit A (marked to the disclosures in the Form 10-K, with additions indicated in bolded/underlined font and deletions indicated with strikethrough font). Item 9A. Controls and Procedures Internal Control over Financial Reporting, page F-45 5.Please revise to include the internal control over financial reporting language in the introductory portion of paragraph 4 of the Section 302 certification, as well as paragraph 4(b). Refer to Section 215.02 of the Regulation S-K Compliance & Disclosure Interpretations. The Company acknowledges the Staff’s comment, and respectfully advises the Staff that it included the above-referenced internal control over financial reporting language in the introductory portion of paragraph 4, as well as paragraph 4(b), of the Section 302 certifications signed by each of the Company’s Principal Executive Officer and Principal Financial Officer filed as Exhibits 31.1 and 31.2, respectively, to the Form 10-K (the “Certifications”). To the extent the Certifications are otherwise deficient, the Company would appreciate discussing with the Staff which aspect is deficient. Section 215.02 of the Regulation S-K Compliance & Disclosure Interpretations (“Section 215.02”) provides that the Staff “would not object if the surviving issuer [in certain acquisition transactions] were to exclude management’s assessment of internal control over financial reporting in the Form 10-K covering the fiscal year in which the transaction was consummated” and further notes, “[s]imilar conclusions may also be reached in transactions involving special-purpose acquisition companies.” As disclosed under the "Business—Overview" subsection of the MD&A on page 29 of the Form 10-K, the Company is the successor entity to a special purpose acquisition company after the Business Combination (as defined in the Form 10-K). As disclosed under the “Internal Control over Financial Reporting” subsection of Item 9A of the Form 10-K, the Company concluded, consistent with Section 215.02, that “management was unable, without incurring unreasonable effort or expense, to complete an assessment of [the Company’s] internal control over financial reporting as of December 31, 2021.” When read with the Certifications, the Company respectfully submits that it is clear to the Company’s investors that its 4 Alight, Inc. May 10, 2022 Principal Executive and Financial Officers are responsible for establishing and maintaining internal control over financial reporting and have designed such controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, but management’s assessment thereof would have been unduly burdensome given the timing of the closing of the Business Combination (as defined in the Form 10-K) and the preparation and filing of the Company’s first annual financial report compliant with the Securities Exchange Act of 1934, as amended. The Company further undertakes that it will include a report of management’s assessment regarding internal control over financial reporting and an attestation report of the Company’s registered public accounting firm in its Annual Report on Form 10-K for the year ending December 31, 2022. Form 8-K Furnished February 23, 2022 Exhibit 99.1 6.Throughout your press release, you present non-GAAP financial measures to describe performance while their respective most directly comparable GAAP measures were omitted. Please revise to present the most directly comparable GAAP measures with equal or greater prominence. Refer to Item 10(e)(i)(a) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. The Company acknowledges the Staff’s comment, and respectfully advises the Staff that when presenting non-GAAP financial measures in future earnings press releases, it will present the most directly comparable GAAP measures with equal or greater prominence. The Company also respectfully directs the Staff’s attention to the First Quarter Press Release, where it presented net loss in the first bullet under "First Quarter 2022 and Subsequent Highlights," which is prior to presenting Adjusted EBITDA in the second bullet under such section. * * * 5 Alight, Inc. May 10, 2022 Please do not hesitate to call me at (224) 737-1098 with any questions or further comments you may have regarding these filings or if you wish to discuss the above responses. Very truly yours, ALIGHT, INC. /s/ Katie J. Rooney Katie J. Rooney Chief Financial Officer cc: Alight, Inc. Stephan D. Scholl Paulette R. Dodson 6 Alight, Inc. May 10, 2022 Exhibit A Note: Added text shown UNDERSCORED; deleted text shown STRIKETHROUGH 10. Share-Based Compensation Expense Predecessor Plans Prior to the Business Combination, share-based payments to employees include grants of restricted share units (“RSUs”) and performance based restricted share units (“PRSUs”), which consist of both Class A-1 and Class B common units in each type, are measured based on their estimated grant date fair value. The grant date fair value of the RSUs is equal to the value of the shares acquired by the Predecessor’s initial investors at the time of Alight Holding’s formation in 2017. The grant date fair values of the PRSUs are based on a Monte Carlo simulation methodology, which requires management to make certain assumptions and apply judgement. Management determined the expected volatility based on the average implied asset volatilities of comparable companies as we do not have sufficient trading history for the PRSUs. The expected term represents the period that the PRSUs are expected to be outstanding. Because of the lack of sufficient historical data necessary to calculate the expected term, we used the contractual vesting period of five years to estimate the expected term. For the Predecessor period, the key assumptions included in the Monte Carlo s
2022-05-06 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
May 6, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
Re:
ALE Group Holding Ltd.
Post-Effective Amendment No. 7 to Registration Statement on Form F-1
Filed January 28, 2022
File No. 333-239225
Dear Mr. Anderegg:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated April 27, 2022 regarding our post-effective amendment No.7 to registration statement on F-1
(the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this response
and numbered them accordingly. The post-effective amendment No.8 to the Registration Statement accompanying this Response Letter is referred
to as the Amended Registration Statement.
Post-Effective Amendment No. 7 to Registration Statement on Form
F-1 filed January 28, 2022
Prospectus Cover Page, page i
1.
We note your disclosure that you do not believe that PRC laws have a “material impact” on your company, significant changes to “current political arrangements” between the PRC and Hong Kong could result in Hong Kong companies facing similar risks as PRC companies, and the PRC has recently expanded its authority in Hong Kong. Here and elsewhere as appropriate, please revise to state that, if changes to the arrangements between the PRC and Hong Kong and the PRC’s expanded authority in Hong Kong result in PRC regulatory authorities disallowing your current structure, it would likely result in a material change in your operations and/or a material change in the value of your securities.
Response: In response to the Staff’s
comment, we have revised the disclosure on the cover page, pages 2 and 6 accordingly.
2.
Please provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed. Please state whether any transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Please state the source of any such cash management policies (e.g., regulations). Please amend your disclosure here and in the summary risk factors and risk factors sections to state that, to the extent cash/assets in the business are in Hong Kong or Hong Kong entity, the funds/assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash/assets. On the cover page, please provide cross-references to these other discussions.
Response: In response to the Staff’s
comment, we have revised the disclosure on the cover page, and pages 2, 4 and 25 accordingly.
Other Pertinent Information, page ii
3.
We note here you have defined “we,” “us,” the “Company” and “ALE” to include ALE Group Holding Limited and its subsidiaries, including BVI Sub and ALECS. Please revise this definition to avoid using the same terms to refer to the holding company in which investors are purchasing an interest and the subsidiaries that are conducting operations. Please use different terms for these entities.
Response: In response to the Staff’s
comment, we have revised page ii accordingly.
4.
Please revise the definitions of China and PRC to include Hong Kong and Macau.
Response: In response to the Staff’s
comment, we have revised the definitions of China and PRC to include Hong Kong and Macau and added definitions of “mainland China”
and “mainland Chinese” to exclude Hong Kong and Macau for the purpose of the prospectus only.
Risks Relating to Doing Business in Hong Kong and Having Clients
from China, page 2
5.
Please revise to discuss the risks regarding the enforcement of laws in the PRC.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 2 and 28 accordingly.
Prospectus Summary
Corporate History and Holding Company Structure, page 3
6.
Please revise the organizational chart on page 4 to reflect, if true, that each subsidiary is wholly-owned by the entity above it in the chart. In addition, please describe any relevant contractual agreements between the entities and how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the arrangements.
Response: In response to the Staff’s
comment, we confirm that each subsidiary is wholly-owned by the entity above it in the chart and have revised the organizational chart
on page 4 accordingly. We respectfully advise the Staff that we currently do not have any variable interest entity (the “VIE”)
with which we or any of our subsidiaries enter into certain contractual arrangements with. In addition, we do not intend to establish
any VIEs in PRC in the future, therefore, we believe the explanation and disclosure are remotely relevant to be included in the prospectus
as to how a corporate structure involving VIE may affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company with such structure may incur substantial costs to enforce
the terms of the arrangements.
Recent Regulatory Development in PRC, page 6
7.
We note your statement that you are not required to obtain approvals to offer your securities; here and elsewhere as appropriate, please revise to also state that you are not required to obtain approvals to operate your business. Please revise your disclosure to describe the consequences to you and your investors if you or your subsidiaries inadvertently conclude that PRC permissions or approvals are not required.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 6 and 26 accordingly to disclose that, as advised by our PRC counsel, Han Kun Law Offices,
ALECS is not required to obtain approvals from the PRC government to operate its business, and that if we or ALECS inadvertently concludes
that PRC permissions or approvals are not required, any action taken by the PRC government could significantly limit or completely hinder
our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities
to significantly decline or be worthless.
1
8.
Please state affirmatively whether or not you are subject to the CAC. Also, please provide greater detail regarding the requirements of the CSRC, state affirmatively whether you are subject to the CSRC, and provide the basis for that determination.
Response: In response to the Staff’s
comment, we have revised the disclosure on cover page, pages 6 and 26 accordingly to state affirmatively that as advised by our PRC counsel,
Han Kun Law Offices, ALECS is currently not required to obtain any permission or approval from the China Securities Regulatory Commission
(“CSRC”), Cyberspace Administration of China (“CAC”) or any other PRC governmental authority to operate its business
or to list our securities on a U.S. securities exchange or issue securities to foreign investors.
General
9.
We note that you do not appear to have relied upon an opinion of counsel with respect to your conclusions that you do not need any PRC permissions or approvals to operate your business and to offer securities to investors. If true, please disclose this in the prospectus and explain why such an opinion was not obtained.
Response: In response to the Staff’s
comment, we have relied upon the opinion of our PRC counsel in this regard and the copy of such opinion was filed as exhibit 8.3 to the
registration statement.
We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone
at (212) 530-2208.
Very truly yours,
/s/ Tak Ching (Anthony) Poon
Tak Ching (Anthony) Poon
Chief Executive Officer
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2
2022-05-03 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
United States securities and exchange commission logo
May 3, 2022
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Year Ended December 31, 2021
Form 10-Q for the Quarter Ended March 31, 2022
Form 8-K furnished April 22, 2022
File No. 001-12933
Dear Mr. Westin:
We have reviewed your April 25, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
April 12, 2022 letter.
Form 10-Q for the Quarter Ended March 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating cash flow less capital expenditures, net, page 29
1.We note that operating cash flow less capital expenditures is calculated the same as free
cash flow and is represented as free cash flow in the 8-K furnished April 22, 2022. In this
regard, please ensure this measure is appropriately labeled as a non-GAAP measure in
your future 10-Qs and the title is consistent with the measure presented elsewhere as free
cash flow in your 8-K earnings releases.
FirstName LastNameFredrik Westin
Comapany NameAutoliv, Inc.
May 3, 2022 Page 2
FirstName LastName
Fredrik Westin
Autoliv, Inc.
May 3, 2022
Page 2
Form 8-K Furnished on April 22, 2022
Exhibit 99.1
Key Performance Trends, page 6
2.We note your response to previous comment 2 and your bar graphs in Exhibit 99.1 on
page 6. Please revise the respective bar graph titles to clearly indicate inclusion of both
your GAAP and non-GAAP measures.
You may contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2022-05-03 - UPLOAD - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
United States securities and exchange commission logo
May 3, 2022
Katie Rooney
Chief Financial Officer
Alight, Inc.
4 Overlook Point
Lincolnshire, IL 60069
Re:Alight, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 10, 2022
Form 8-K Furnished February 23, 2022
File No. 001-39299
Dear Ms. Rooney:
We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Review of Results
Non-GAAP Financial Measures, page 33
1.Please revise to move this disclosure to follow your discussion and analysis of results of
operations on a GAAP basis.
Adjusted EBITDA and Adjusted EBITDA less Capital Expenditures, page 34
2.For the non-GAAP financial measure Adjusted EBITDA less Capital Expenditures, please
address the following:
•Please revise the title of Adjusted EBITDA less Capital Expenditures to better
describe the nature of this non-GAAP financial measure. In this regard, we note that
its reconciliation to the most directly comparable GAAP measure starts with cash
FirstName LastNameKatie Rooney
Comapany NameAlight, Inc.
May 3, 2022 Page 2
FirstName LastNameKatie Rooney
Alight, Inc.
May 3, 2022
Page 2
provided by operating activities rather than net (loss)/income. In addition, you
defined free cash flow as Adjusted EBITDA less capital expenditures and used these
terms interchangeably in your fiscal year end earnings release (Exhibit 99.1 to Form
8-K filed on February 14, 2022).
•As you define free cash flow as Adjusted EBITDA less capital expenditures in your
earnings release, please tell us how you considered Item 10(e)(1)(ii) of Regulation S-
X. In this regard, certain adjustments to arrive at the non-GAAP financial measure
appear to be charges that required cash settlement (e.g. transaction and integration
expenses, non-recurring professional expenses, transformation initiatives, etc.).
Segment Revenue and Adjusted EBITDA, page 39
3.Please revise to include a discussion and analysis of all material costs and expenses
attributable to your reportable segments that are not included in computing the segment
measure of adjusted EBITDA, for example, depreciation and amortization. Refer to
104.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations
for further guidance.
Notes to Consolidated Financial Statements
10. Share-Based Compensation Expense, page F-31
4.Please revise to disclose all information required under ASC 718-10-50-2 (e.g. general
terms of awards, methods utilized to measure compensation cost, a description of the
significant assumptions used to estimate the fair value, aggregate intrinsic value of RSUs
and PRSUs, etc.).
Item 9A. Controls and Procedures
Internal Control over Financial Reporting, page F-45
5.Please revise to include the internal control over financial reporting language in the
introductory portion of paragraph 4 of the Section 302 certification, as well as paragraph
4(b). Refer to Section 215.02 of the Regulation S-K Compliance & Disclosure
Interpretations.
Form 8-K Furnished February 23, 2022
Exhibit 99.1
6.Throughout your press release, you present non-GAAP financial measures to describe
performance while their respective most directly comparable GAAP measures were
omitted. Please revise to present the most directly comparable GAAP measures with equal
or greater prominence. Refer to Item 10(e)(i)(a) of Regulation S-K and Question 102.10 of
the Non-GAAP Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
FirstName LastNameKatie Rooney
Comapany NameAlight, Inc.
May 3, 2022 Page 3
FirstName LastName
Katie Rooney
Alight, Inc.
May 3, 2022
Page 3
absence of action by the staff.
You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-04-28 - CORRESP - Allied Corp. (ALID) (CIK 0001575295)
CORRESP
1
filename1.htm
alid_corresp.htmALLIED CORP.
1405 St. Paul St., Suite 201, Kelowna, BC, Canada V1Y 9N2
April 28, 2022
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re:
Allied Corp.
Offering Circular on Form 1-A
File No. 024-11855
Acceleration Request
Requested Date: May 3, 2022, 11:00 am Eastern Standard Time
Gentlemen and Ladies:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allied Corp., a Nevada corporation (the “Company”) hereby requests that the above-referenced Offering Circular on Form 1-A (File No. 024-11855) be declared effective at the “Requested Date” set forth above or as soon thereafter as practicable.
In connection with the acceleration request, the Company hereby acknowledges that:
·
should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Offering Circular on Form 1-A (the “Filing”) effective, it does not foreclose the Commission from taking any action with respect to the Filing;
·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and
·
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you for your courtesies and please contact us at your convenience if you require any additional information.
Very truly yours,
/s/ Calum Hughes
Calum Hughes
Chief Executive Officer and President
2022-04-27 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
April 27, 2022
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 7 to Registration Statement on Form F-1
Filed January 28, 2022
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 7 to Registration Statement on Form F-1 filed January 28, 2022
Prospectus Cover Page, page i
1.We note your disclosure that you do not believe that PRC laws have a “material impact”
on your company, significant changes to “current political arrangements” between the
PRC and Hong Kong could result in Hong Kong companies facing similar risks as PRC
companies, and the PRC has recently expanded its authority in Hong Kong. Here and
elsewhere as appropriate, please revise to state that, if changes to the arrangements
between the PRC and Hong Kong and the PRC’s expanded authority in Hong Kong result
in PRC regulatory authorities disallowing your current structure, it would likely result in a
material change in your operations and/or a material change in the value of your
securities.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
April 27, 2022 Page 2
FirstName LastNameTak Ching Poon
ALE Group Holding Ltd
April 27, 2022
Page 2
2.Please provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed. Please state whether
any transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries, or to investors, and quantify the amounts where applicable.
Please state the source of any such cash management policies (e.g., regulations). Please
amend your disclosure here and in the summary risk factors and risk factors sections to
state that, to the extent cash/assets in the business are in Hong Kong or Hong Kong entity,
the funds/assets may not be available to fund operations or for other use outside of Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you or your subsidiaries by the PRC government to transfer cash/assets. On the cover
page, please provide cross-references to these other discussions.
Other Pertinent Information, page ii
3.We note here you have defined “we,” “us,” the “Company” and “ALE” to include ALE
Group Holding Limited and its subsidiaries, including BVI Sub and ALECS. Please revise
this definition to avoid using the same terms to refer to the holding company in
which investors are purchasing an interest and the subsidiaries that are conducting
operations. Please use different terms for these entities.
4.Please revise the definitions of China and PRC to include Hong Kong and Macau.
Risks Relating to Doing Business in Hong Kong and Having Clients from China, page 2
5.Please revise to discuss the risks regarding the enforcement of laws in the PRC.
Prospectus Summary
Corporate History and Holding Company Structure, page 3
6.Please revise the organizational chart on page 4 to reflect, if true, that each subsidiary is
wholly-owned by the entity above it in the chart. In addition, please describe any relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements.
Recent Regulatory Development in PRC, page 6
7.We note your statement that you are not required to obtain approvals to offer your
securities; here and elsewhere as appropriate, please revise to also state that you are not
required to obtain approvals to operate your business. Please revise your disclosure to
describe the consequences to you and your investors if you or your subsidiaries
inadvertently conclude that PRC permissions or approvals are not required.
8.Please state affirmatively whether or not you are subject to the CAC. Also, please provide
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
April 27, 2022 Page 3
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
April 27, 2022
Page 3
greater detail regarding the requirements of the CSRC, state affirmatively whether you are
subject to the CSRC, and provide the basis for that determination.
General
9.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need any PRC permissions or approvals to operate your
business and to offer securities to investors. If true, please disclose this in the prospectus
and explain why such an opinion was not obtained.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-55-8071 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-04-25 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP April 25, 2022 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Heather Clark and Melissa Gilmore Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 8-K furnished January 28, 2022 File No. 001-12933 Dear Ms. Clark and Ms. Gilmore: We hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated April 12, 2022 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged Correspondence). The Company has the following responses to the Staff’s comments in the Comment Letter. For your convenience, we have reproduced in italics below each comment from the Comment Letter with the response following. Form 10-K for the Year Ended December 31, 2021 Management’s Discussion and Analysis of Results of Operations and Financial Condition Non-U.S. GAAP Performance Measures, page 38 1. We note the narrative disclosures provided for Organic Sales, Trade Working Capital, Net debt, Adjusted operating income, adjusted operating margin, and adjusted EPS. However, the table on page 39 also presents the following Non-U.S. GAAP measures: Income before income taxes, Net income attributable to controlling interest, Capital employed, Return on capital employed, Return on total equity, Total parent shareholders’ equity per share. In this regard, please revise to separately identify key metrics from non-GAAP measures or alternatively, revise to include the disclosures concerning how the non-GAAP measures are useful to investors and how management uses such measures in accordance with Item 10(e)(1)(i) of Regulation S-K. In a related matter, your 8-K earnings releases should be similarly revised so that the disclosures required by Item 10(e) of Regulation S- K are provided for each individual non-GAAP measure presented. United States Securities and Exchange Commission Page 2 RESPONSE: In future filings that are subject to Item 10(e)(1)(i) of Regulation S-K, we will include explanations of how management uses non-GAAP measures and how management believes that they are useful to investors in accordance with Item 10(e)(1)(i) of Regulation S-K. For example, in the earnings release we included as Exhibit 99.1 to the Form 8-K we furnished on April 22, 2022 (the “Form 8-K”), we included statements disclosing the reasons why we believe the presentation of the non-GAAP financial measure Adjusted Return on Capital Employed and Return on Total Equity are useful information to investors regarding our financial condition and results of operations and explained that Income before income taxes, Net income attributable to controlling interest, Capital employed, and Return on capital employed are inputs to Adjusted Return on Capital Employed and Return on total equity. We have also included similar explanations in the Form 10-Q we filed on April 22, 2022 for the period ended March 31, 2022. Form 8-K furnished January 28, 2022 Exhibit 99.1, page 22 2. We note you present bar graphs on page 5 of key performance trends including your non-GAAP measures. When you present graphs and discussion of non-GAAP measures, please include similar graphs and discussion of your comparable GAAP results with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial Measures “C&DI’s”. RESPONSE: In future filings that are subject to Item 10(e)(1)(i)(A) of Regulation S-K and Item 102.10 of the Staff’s Compliance and Disclosure Interpretations, we will present GAAP measures with equal or greater prominence to the non-GAAP measures. For example, in the earnings release we furnished as Exhibit 99.1 to the Form 8-K, we modified our presentations of the bar graphs to first disclose GAAP measures, before the non-GAAP measures, to give equal or greater prominence to the GAAP measures. If you have any questions, please do not hesitate to contact me. Sincerely, /s/ Fredrik Westin Fredrik Westin Chief Financial Officer Cc: Anthony Nellis, Executive Vice President, Legal Affairs, General Counsel & Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2022-04-19 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
April 19, 2022
Mathieu Bonnet
Chief Executive Officer
Allego N.V.
Westervoortsedijk 73 KB 6827 AV
Arnhem, The Netherlands
Re:Allego N.V.
Registration Statement on Form F-1
Filed March 31, 2022
File No. 333-264056
Dear Mr. Bonnet:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 Filed March 31, 2022
Cover Page
1.For each of the securities being registered for resale, please disclose the price that the
selling securityholders paid for such securities.
2.Please disclose the exercise price of the warrants compared to the market price of the
underlying security. If the warrants are out the money or may be out of the money in the
near future, please disclose the likelihood that warrant holders will not exercise their
warrants. Please provide similar disclosure in the prospectus summary, risk factors,
MD&A and use of proceeds section, and please disclose that cash proceeds associated
with the exercises of the warrants are dependent on the stock price. As applicable, please
describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
FirstName LastNameMathieu Bonnet
Comapany NameAllego N.V.
April 19, 2022 Page 2
FirstName LastNameMathieu Bonnet
Allego N.V.
April 19, 2022
Page 2
3.We note the significant number of redemptions of your ordinary shares in connection with
your business combination and that the shares being registered for resale will constitute a
large percentage of your public float. We also note that most of the shares being registered
for resale were purchased by the selling securityholders for prices considerably below the
current market price of your ordinary shares. Please highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your ordinary shares.
Prospectus Summary, page 1
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Madeleine, a beneficial owner of approximately 74.5% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
Risk Factors, page 15
5.Please include an additional risk factor highlighting the negative pressure potential sales
of shares pursuant to this registration statement could have on the public trading price of
your ordinary shares. To illustrate this risk, please disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. In addition, please disclose that even
though the current trading price is close to the SPAC IPO price, the private investors have
an incentive to sell because they will still profit on sales due to the lower price at which
they purchased their shares compared to the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
65
6.In light of the significant number of redemptions and the uncertainty
regarding whether the company will receive significant proceeds from exercises of the
warrants because of the potential disparity between the exercise price of the warrants and
the current or future trading price of your ordinary shares, please expand your discussion
of capital resources to address any changes in the company’s liquidity position since the
business combination. If the company is likely to have to seek additional capital, please
discuss the effect of this offering on the company’s ability to raise additional capital.
Plan of Distribution, page 128
7.We note your disclosure here that you will receive up to an aggregate of $107,640,000 if
all of the Warrants are exercised for cash, yet you disclose elsewhere in your prospectus
that you will receive up to an aggregate of $266,339,402 if all of the Warrants are
exercised for cash. Please revise for consistency.
FirstName LastNameMathieu Bonnet
Comapany NameAllego N.V.
April 19, 2022 Page 3
FirstName LastName
Mathieu Bonnet
Allego N.V.
April 19, 2022
Page 3
General
8.Please revise your prospectus to disclose the price that each selling securityholder paid for
the securities being registered for resale. Please highlight any differences in the current
trading price, the prices that the Sponsor, PIPE investors, and other selling securityholders
acquired their shares and warrants, and the price that the public securityholders acquired
their shares and warrants. Please disclose that while the Sponsor, PIPE investors, or other
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.
9.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You refer to your "forecasts and projections" and "assumptions" on page 15, but we
could not find these estimated future results in the prospectus.
•You state on page 41 that your "ordinary shares are restricted from immediate resale
but may be sold into the market in the near future" and "this could cause the market
price of the Ordinary Shares to drop significantly, even if Allego’s business is doing
well.“ This risk factor should be updated given that this prospectus is facilitating
those sales.
•Update the disclosure in the risk factor titled “Members of Allego’s management
have limited experience in operating a public company” in light of the failure to
timely file the Form 10-Q for the quarter ended March 31, 2021.
FirstName LastNameMathieu Bonnet
Comapany NameAllego N.V.
April 19, 2022 Page 4
FirstName LastName
Mathieu Bonnet
Allego N.V.
April 19, 2022
Page 4
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Heather Emmel, Esq.
2022-04-14 - UPLOAD - Allied Corp. (ALID) (CIK 0001575295)
United States securities and exchange commission logo
April 14, 2022
Calum Hughes
Chief Executive Officer
Allied Corp.
1405 St. Paul St., Suite 201
Kelowna, BC, Canada V1Y 9N2
Re:Allied Corp.
Offering Statement on Form 1-A
Filed April 6, 2022
File No. 024-11855
Dear Mr. Hughes:
This is to advise you that we do not intend to review your offering statement.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: M. Richard Cutler
2022-04-12 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
United States securities and exchange commission logo
April 12, 2022
Fredrik Westin
Chief Financial Officer
Autoliv, Inc.
Klarabergsviadukten 70, Section B7
Box 70381
Stockholm, Sweden SE-107 24
Re:Autoliv, Inc.
Form 10-K for the Year Ended December 31, 2021
Form 8-K furnished January 28, 2022
File No. 001-12933
Dear Mr. Westin:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Results of Operations and Financial Condition
Non-U.S. GAAP Performance Measures, page 38
1.We note the narrative disclosures provided for Organic Sales, Trade Working Capital, Net
debt, Adjusted operating income, adjusted operating margin, and adjusted EPS. However,
the table on page 39 also presents the following Non-U.S. GAAP measures: Income
before income taxes, Net income attributable to controlling interest, Capital employed,
Return on capital employed, Return on total equity, Total parent shareholders’ equity per
share. In this regard, please revise to separately identify key metrics from non-GAAP
measures or alternatively, revise to include the disclosures concerning how the non-GAAP
measures are useful to investors and how management uses such measures in accordance
with Item 10(e) (1)(i) of Regulation S-K. In a related matter, your 8-K earnings releases
should be similarly revised so that the disclosures required by Item 10(e) of Regulation S-
FirstName LastNameFredrik Westin
Comapany NameAutoliv, Inc.
April 12, 2022 Page 2
FirstName LastName
Fredrik Westin
Autoliv, Inc.
April 12, 2022
Page 2
K are provided for each individual non-GAAP measure presented.
Form 8-K furnished January 28, 2022
Exhibit 99.1, page 22
2.We note you present bar graphs on page 5 of key performance trends including your non-
GAAP measures. When you present graphs and discussion of non-GAAP measures,
please include similar graphs and discussion of your comparable GAAP results with equal
or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the staff’s Compliance and Disclosure Interpretation on Non-GAAP Financial
Measures “C&DI’s”.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2022-04-04 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP 1 filename1.htm April 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Christopher Wall Re: Alerus Financial Corporation Request for Acceleration of Effectiveness of Registration Statement on Form S-4 SEC File No. 333-262267 (“Registration Statement”) Dear Mr. Wall: On behalf of Alerus Financial Corporation, as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 10:00 a.m. (Washington, D.C. time), or as soon as practicable thereafter, on Wednesday, April 6, 2022. Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments. Very truly yours, Alerus Financial Corporation /s/ Katie A. Lorenson Katie A. Lorenson Chief Executive Officer and President
2022-03-11 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
March 10, 2022
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, NY 10017
Re:Cartesian Growth Corporation
Registration Statement on Form S-4
Filed February 11, 2022
File No. 333-262644
Dear Mr. Yu:
We have reviewed your 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.
Form S-4 filed February 11, 2022
General, page i
1.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
2.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
3.Quantify the value of warrants, based on recent trading prices, that may be retained by
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 2
FirstName LastNamePeter Yu
Cartesian Growth Corporation
March 10, 2022
Page 2
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
4.Please highlight material differences in the terms and prices of securities issued at the time
of the IPO as compared to any private placement contemplated at the time of the business
combination. Disclose if the SPAC's sponsors, directors, officers or their affiliates will
participate in the private placement.
Questions and Answers about the Proposals, page 15
5.Please include a Question and Answer discussing the fact that Cartesian and the Target
Companies currently operate as separate companies with no prior history as a combined
entity and their operations have not been previously managed on combined basis. Please
also describe any affiliation between the companies.
Questions and Answers about the Proposals, page 18
6.You disclose that pursuant to the Business Combination Agreement, TWMH and TIG
Entities will receive 29.8% and 70.2%, respectively of cash consideration. We also note
that you disclose on page 222 in footnote (1) that the economic and voting interests in
Alvarium Tiedemann assumes that secondary share purchase happened after the Business
Combination and then on page 243, that you disclose that adjustment (e) of Note 3 reflects
the use of $100 million representing the secondary purchase of partnership interests in
Alvarium Tiedemann. Please reconcile these statements and clarify your disclosures, as
necessary, to consistently reflect the terms and sequence of the Business Combination
transaction with the underlying terms of the related agreement.
What vote is required to approve each proposal at the Special Meeting?, page 29
7.Please revise to discuss here and on page 118 what percentage of public shareholders need
to vote in favor of the Business Combination Proposal and Domestication Proposal in
order to approve the proposals. In that regard we note that your Sponsor, directors and
officers have agreed to vote any Founder Shares or Ordinary Shares owned by them in
favor of the proposals.
Summary of the Proxy Statement/Prospectus, page 35
8.Please provide a graphic depiction of the Target companies and Cartesian prior to the
business combination. Please also include a post-combination organizational chart that
includes the percentage of voting power that Cartesian's current public shareholders will
have, taking into account the voting power of any Class B shares.
Summary of Historical Consolidated Financial Information of the TIG Entities, page 51
9.Please enhance your description to clarify the nature of the one-time accrual adjustment of
$6.313 million to TIG Entities Net Income to reflect your recurring performance for the
year ended December 31, 2020 in arriving at Adjusted EBITDA , conform your
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 3
FirstName LastNamePeter Yu
Cartesian Growth Corporation
March 10, 2022
Page 3
description throughout the filing and tell us the non-GAAP guidance you relied on in
recognizing this adjustment.
10.You disclose that you have a 50.63% profit share in the TIG Arbitrage strategy. Please
enhance your disclosures to explain the terms of the underlying agreement, how this profit
share is accounted for in the related unaudited and audited financial statements as of
September 30, 2021 and December 31, 2020 and 2019 and if not why.
Cartesian has not obtained an opinion from an independent investment banking firm, page 70
11.Please disclose the basis for the board determining it was not necessary to obtain a
fairness opinion for the business combination. In this regard, we note from your
disclosure on page 139 that you engaged BofA Securities as a financial advisor.
Your unexpired Warrants may be redeemed prior to their exercise at a time that is
disadvantageous to you, page 113
12.Please clearly explain the steps, if any, the company will take to notify all shareholders,
including beneficial owners, regarding when the warrants become eligible for
redemption. Please also expand your disclosure on page 414 to describe the notice of
redemption and the method of such notification.
Our Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery of
the State of Delaware, page 114
13.We note that your risk factor discusses the additional costs you could incur associated
with resolving such action in other jurisdictions. Please also describe the risk that the
choice of forum provision may increase the costs for shareholders to bring a claim.
Background of the Business Combination, page 123
14.We note the disclosure on page 139 that you formally engaged BofA Securities as a
capital markets advisor and financial advisor on September 19, 2021. Please provide a
description of the role BofA Securities played in the various transactions as your financial
advisor, as well as the level of diligence the it performed in connection with the
transactions.
15.Please disclose any discussions relating to the assumptions underlying any target
projections.
16.Please disclose the negotiation/marketing processes related to obtaining additional
financing for the combined company, such as who selected the potential PIPE
investors; what relationships did the PIPE investors have to the SPAC, the sponsors, the
target and its affiliates, and the placement agent; and how were the terms of the PIPE
transactions determined. Also, disclose whether there were any valuations or other
material information about the SPAC, the target, or the transactions provided to potential
PIPE investors that have not been disclosed publicly.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 4
FirstName LastNamePeter Yu
Cartesian Growth Corporation
March 10, 2022
Page 4
17.Please disclose the negotiation of any arrangements whereby any shareholder agrees to
waive its redemption rights.
Unaudited Pro Forma Condensed Combined Financial Information, page 220
18.You disclose that the Business Combination Agreement between TWMH, the TIG
Entities and Alvarium will be accounted for using the acquisition method of accounting
because Alvarium Tiedemann (formally Cartesian Growth Corporation) has been
determined to be the accounting acquirer based on the following facts:
•Alvarium Tiedemann Capital LLC (Umbrella), which will hold 100% of the equity of
TWMH, the TIG Entities and Alvarium, is a variable interest entity (“VIE”);
•Alvarium Tiedemann will be the sole managing member and primary beneficiary of
Umbrella who has full and complete charge of all affairs of Alvarium Tiedemann,
and the Class A units of Alvarium Tiedemann do not have substantive participating
or kick out rights;
•No single party controls Umbrella pre and post transaction, hence, the Business
Combination is not considered a common control transaction; and
•Upon consummation of the Business Combination, the combined company will be
organized in an “Up-C” structure and that Alvarium Tiedemann will hold Umbrella,
which in turn will hold a newly formed entity that will ultimately be named
“Alvarium Tiedemann Holdings, LLC” which will become the wholly owned direct
subsidiary of Umbrella.
Please address the following:
•Enhance your disclosures to clarify the interests Alvarium Tiedemann will hold in
Umbrella and Umbrella will hold in Alvarium Tiedemann Holdings, LLC;
•Revise to clarify, as it appears that Alvarium Tiedemann controls itself based on this
disclosure; and
•Revise your disclosures accordingly to address the inconsistency between the
diagram of the Company’s organizational structure immediately following the
Completions of the Business Combination on page 228 that reflects Alvarium
Tiedemann Holdings, LLC holding 100% of the equity of TWMH, the TIG Entities
and Alvarium and the disclosure above.
19.You disclose that you have a 50.63% profit share in the TIG Arbitrage strategy. Please
disclose how this is reflected in the Unaudited Pro Forma Condensed Combined Financial
Information.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2021, page 243
20.Please tell and enhance your disclosures to explain how you determined each of the
components of the Total consideration for allocation of $1,091.3 million assuming no
redemptions as presented in footnote (f), how this reconciles to the aggregate value of the
consideration to be paid to the shareholders of Alvarium, the TIG Entities and the
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 5
FirstName LastNamePeter Yu
Cartesian Growth Corporation
March 10, 2022
Page 5
members of TWMH pursuant to the Business Combination Agreement of $1,079.9 million
disclosed on page 152, why the $100 million of cash consideration as disclosed on page
153 is not included and and explain to us what "equity rollover" consideration represents.
21.We note adjustment (e) on page 243 for $100 million. Please describe more fully this
adjustment. To the extent entities are identified inconsistently within the filing, please
revise to provide a consistent description.
Note 6. Earnings/Loss per Share, page 248
22.You disclose that prior to the Business Combination, Alvarium Tiedemann’s historical
equity structure was not unitized, and therefore the calculation of book value per share is
not a useful metric. Please address the following:
•Tell us why if the historical book value per share is not a useful metric you have
disclosed; and
•Tell us and enhance your disclosures to explain why you have included non-
controlling interest in subsidiaries of $522.9 million and $535,760 million in the
calculations of Pro Forma combined book value per share of $15.59 and $19.78,
assuming no and maximum redemptions, respectively, but excluded the related Class
B shares outstanding of 52.3 million.
Committees of the Board of Directors, page 263
23.We note your disclosure on page 93 that you are exposed to data and cybersecurity
risks. To the extent cybersecurity risks are material to your business, please disclose here
or in another appropriately captioned section the nature of the board’s role in overseeing
your cybersecurity risk management, the manner in which the board will administer this
oversight function and any effect this will have on the board’s leadership structure.
Business of Alvarium Tiedemann, page 266
24.We note the disclosure that the combined company will have billions of dollars in assets
under management. Please provide us with information and analysis under Section 3 of
the Investment Company Act of 1940 ("1940 Act") with respect respect to whether
Alvarium Tiedemann Holdings, Inc. will be an investment company within the meaning
of the Act. As part of the response, please identify and explain (including a detailed
calculation on an unconsolidated basis) what assets that will be held by the combined
company are "investment securities" for the purposes of Section 3 of the Act, as well as
identifying the percentage of the value of AlTi's total assets will be "investment
securities." As part of the response please also include an analysis of any exemptions you
rely upon, if applicable, or advise. Please also include risk factor disclosure, with a
separate subheading, discussing the risk to your company if you are deemed an investment
company subject to regulation under the Investment Company Act. Please note that we
may refer your response to the Division of Investment Management.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 6
FirstName LastNamePeter Yu
Cartesian Growth Corporation
March 10, 2022
Page 6
Fund Management Fees, page 276
25.You disclose that you have a 50.63% profit share in the TIG Arbitrage strategy. Please
disclose the contractual terms of this arrangement including when you entered into this
agreement to also explain why such profit share is not reflected in the related unaudited
and audited TIG financial statements for the periods presented.
Our Presence to Date, page 280
26.We note your presence in Hong Kong. Please include risk factor disclosure to discuss any
risks to your company from its presence in Hong Kong, including risks that the Chinese
government may intervene or influence your operations in Hong Kong at any time. Please
also quantify any investment in companies with significant Hong Kong operations to the
extent practicable so that investors can assess the risk or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations for
TWMH, TIG Entities and Alvarium, page 318
27.Please disaggregate your AUM rollfowards for both TWMH and TIG Entities, by product
and strategy and discuss period over period changes.
28.Please disaggregate revenues by type, product and strategy for both TWMH and TIG
Entities, and discuss period over period changes.
29.Please disaggregate General, administrative and other expenses and cost of sales and
operating expenses, by type for each TWMG, TIG Entities and Alvarium and discuss
period over period changes
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
TIG Entities
TIG Fund Summary, page 346
30.Please disclose why Management and Performance fees are included as an addition in the
AUM rollforwards for the period presented.
Results of Operations-Revenue, page 349
31.In your disclosure on page 350, you discuss the incentive fees that would have been
recognized for the nine month period ended September 30, 2021 "if the end of the nine-
month period were the end of a measurement period" and disclose resulting impact to
Economic EBITDA . Please tell us how you determined this is not a "tailored revenue
recognition and measurement method" prohibited under Rule 100(b) of Regulation G and
addressed in the staff's non-GAAP C&DI question 100.4.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
March 10, 2022 Page 7
FirstName LastNamePeter Yu
Cartesian Growth Corporation
2022-02-09 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP
1
filename1.htm
CORRESP
Athena Pubco B.V.
Westervoortsedijk 73 KB
6827 AV
Arnhem, the Netherlands
February 9,
2022
VIA EDGAR
Jennifer Lopez-Molina
Erin Jaskot
United States Securities and Exchange Commission
Division of Corporation Finance
Offices of Trade &
Services
100 F Street, N.E.
Washington, D.C. 20549
Re: Athena Pubco B.V.
Registration Statement on Form F-4
File No. 333-259916
Dear Ms. Lopez-Molina and Ms. Jaskot:
Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “Act”), Athena Pubco B.V. (the “Registrant”) respectfully requests that the effective date of the Registrant’s Registration Statement on Form F-4 (File No. 333-259916) filed with the Securities and Exchange Commission (the “Commission”) on September 30, 2021, as amended by Amendment No. 1 filed on
December 14, 2021, Amendment No. 2 filed on January 18, 2022 and Amendment No. 3 filed on February 1, 2022 (the “Registration Statement”), be accelerated by the Commission to 4:00pm Eastern Time on
February 10, 2022, or as soon as practicable thereafter.
The Registrant hereby acknowledges the following:
•
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant hereby
confirms that it is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.
The Registrant requests that it be notified of such effectiveness by a telephone call to Amanda Fenster of Weil, Gotshal & Manges LLP at (212) 310-8096 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement
Very truly yours,
Athena Pubco B.V.
By:
/s/ Mathieu Bonnet
Name:
Mathieu Bonnet
Title:
Chief Executive Officer
cc:
Ton Louwers, Chief Financial Officer, Athena Pubco B.V.
Matthew Gilroy, Esq., Weil, Gotshal & Manges LLP
2022-02-08 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax February 8, 2022 VIA EDGAR TRANSMISSION Jennifer Lopez-Molina Erin Jaskot United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Athena Pubco B.V. Amendment No. 3 to Registration Statement on Form F-4 Filed February 1, 2022 File No. 333-259916 Dear Ms. Lopez-Molina and Ms. Jaskot: On behalf of our client, Athena Pubco B.V., (the “Company”), we are submitting this letter in response to the oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), on a phone call on Tuesday, February 8th, relating to Amendment No. 3 to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Commission on February 1, 2022. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Registration Statement. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the response to the comment. 1. Comment: Please provide reasonable assurance that you will make investors aware of the exclusive forum provision in the Spartan Warrant Agreement and its limited applicability in connection with the Securities Act and Exchange Act. With respect to the exclusive forum provision in the Spartan Warrant Agreement, in addition to the disclosure in the Registration Statement, the Company intends to make investors aware of the limited applicability of the exclusive forum provision in connection with actions arising under the Securities Act and the Exchange Act in its future periodic Exchange Act reports. Securities and Exchange Commission February 8, 2022 Page 2 Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8961 or by e-mail at matthew.gilroy@weil.com. Sincerely yours, /s/ Matthew J. Gilroy Matthew J. Gilroy cc: Mathieu Bonnet, Chief Executive Officer Ton Louwers, Chief Financial Officer Amanda Fenster, Esq., Weil, Gotshal & Manges LLP
2022-02-01 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax February 1, 2022 VIA EDGAR TRANSMISSION Jennifer Lopez-Molina Erin Jaskot United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Athena Pubco B.V. Amendment No. 2 to Registration Statement on Form F-4 Filed January 18, 2022 File No. 333-259916 Dear Ms. Lopez-Molina and Ms. Jaskot: On behalf of our client, Athena Pubco B.V., (the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 31, 2022, relating to Amendment No. 2 to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Commission on January 18, 2022. In connection with these responses, the Company is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Registration Statement to update certain other disclosures. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the response to the comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement. Securities and Exchange Commission February 1, 2022 Page 2 Description of Allego’s Securities and Articles of Association, page 237 1. Comment: Please revise your discussion of the warrants to be offered in this transaction to clearly describe the exclusive forum provision included in Exhibit 4.1. Please disclose the extent to which the exclusive forum provision applies to federal securities laws claims. If the provision applies to the Securities Act claims, please also revise your filing to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. If the provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. Please also make conforming changes with regards to the exclusive forum provision in Exhibit 4.2, to the extent warrant holders may bring a claim under such agreement. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 74 and 242 of the Amended Registration Statement. Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8961 or by e-mail at matthew.gilroy@weil.com. Sincerely yours, /s/ Matthew J. Gilroy Matthew J. Gilroy cc: Mathieu Bonet, Chief Executive Officer Ton Louwers, Chief Financial Officer Amanda Fenster, Esq., Weil, Gotshal & Manges LLP
2022-01-31 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
January 31, 2022
Mathieu Bonnet
Chief Executive Officer
Athena Pubco B.V.
Westervoortsedijk 73 KB
6827 AV Arnhem, the Netherlands
Re:Athena Pubco B.V.
Amendment No. 2 to Registration Statement on Form F-4
Filed January 18, 2022
File No. 333-259916
Dear Mr. Bonnet:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2022 letter.
Amendment No. 2 to Form F-4 filed January 18, 2022
Description of Allego's Securities and Articles of Association, page 237
1.Please revise your discussion of the warrants to be offered in this transaction to clearly
describe the exclusive forum provision included in Exhibit 4.1. Please disclose the extent
to which the exclusive forum provision applies to federal securities laws claims. If the
provision applies to the Securities Act claims, please also revise your filing to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with federal securities laws and the rules and regulations
thereunder. If the provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
January 31, 2022 Page 2
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
January 31, 2022
Page 2
the provision does not apply to any actions arising under the Securities Act or Exchange
Act. Please also make conforming changes with regards to the exclusive forum provision
in Exhibit 4.2, to the extent warrant holders may bring a claim under such agreement.
Please contact Jennifer López Molina at 202-551-3792 or Erin Jaskot at 202-551-3442
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-01-28 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
January 28, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
Re:
ALE Group Holding Ltd
Post-Effective Amendment No. 6 to Registration Statement on Form F-1
Filed January 10, 2022
File No. 333-239225
Dear Mr. Anderegg:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated January 10, 2022 regarding our post-effective amendment No.6 to registration statement on
F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this
response and numbered them accordingly. The post-effective amendment No.7 to the Registration Statement accompanying this Response Letter
is referred to as the Amended Registration Statement.
Post-Effective Amendment No. 6 to Form F-1
filed January 10, 2022
Cover Page
1.
Please disclose on the prospectus cover page whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company. Your prospectus summary should also address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.
Response: In response to the Staff’s
comment, we have revised the disclosure on the cover page accordingly.
Prospectus Summary
Summary of Risk
Factors, page 1
2.
We note your response to comment 1 and your revised disclosure. For each risk factor listed here, please provide a cross reference to the specific page that the risk factor starts on in your filing. A general reference to the page number of the beginning of the risk factors section is not sufficient for this purpose.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 1 to 3 of the Amended Registration Statement.
Risks Related to Our Ordinary Shares and This
Offering, page 3
3.
Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 3 and 30 of the Amended Registration Statement.
We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone
at (212) 530-2208.
Very truly yours,
/s/ Tak Ching (Anthony) Poon
Tak Ching (Anthony) Poon
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2022-01-26 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
January 26, 2022
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 6 to Registration Statement on Form F-1
Filed January 10, 2022
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 6 to Registration Statement on Form F-1 filed on January 10,
2022
Cover Page
1.Please disclose on the prospectus cover page whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect your
company. Your prospectus summary should also address, but not necessarily be limited to,
the risks highlighted on the prospectus cover page.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
January 26, 2022 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
January 26, 2022
Page 2
Prospectus Summary
Summary of Risk Factors, page 1
2.We note your response to comment 1 and your revised disclosure. For each risk factor
listed here, please provide a cross reference to the specific page that the risk factor starts
on in your filing. A general reference to the page number of the beginning of the risk
factors section is not sufficient for this purpose.
Risks Related to Our Ordinary Shares and This Offering, page 3
3.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-01-26 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
United States securities and exchange commission logo
January 26, 2022
Katie Lorenson
President and Chief Executive Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, North Dakota 58201
Re:Alerus Financial Corporation
Registration Statement on Form S-4
Filed on January 20, 2022
File No. 333-262267
Dear Ms. Lorenson:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Christopher Wall at 202-551-4162 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Joseph T. Ceithaml
2022-01-18 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax January 18, 2022 VIA EDGAR TRANSMISSION Jennifer Lopez-Molina Erin Jaskot United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Athena Pubco B.V. Amendment No. 1 to Registration Statement on Form F-4 Filed December 14, 2021 File No. 333-259916 Dear Ms. Lopez-Molina and Ms. Jaskot: On behalf of our client, Athena Pubco B.V., (the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 12, 2022, relating to Amendment No. 1 to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Commission on December 14, 2021. In connection with these responses, the Company is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Registration Statement to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement. Securities and Exchange Commission January 18, 2022 Page 2 What are the possible sources and the extent of dilution that the Spartan Stockholders that elect not to redeem..., page 11 1. Comment: We note your revised disclosure in response to comment 4 and reissue the comment in part. Please revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders or tell us where it is disclosed. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 12 and 13 of the Amended Registration Statement. Total Allego Ordinary Shares to Be Issued..., page 27 2. Comment: Please revise to present total ownership amounts taking into account exercise of the outstanding Spartan Warrants. Please also tell us why the beneficial ownership disclosure included on pages 221-222 assumes that no Spartan Warrants are exercisable within 60 days of the business combination, as it appears that the Spartan Warrants are exercisable 30 days after the completion of the initial business combination. Response: In response to the Staff’s comment, the Company has revised its disclosure in the Notice and Letter to Stockholders and on pages 9-11, 28-30, 79, 85, 126-128, 228 and 229 of the Amended Registration Statement to present total ownership amounts taking into account exercise of the outstanding Spartan Warrants and to reflect that the Spartan Warrants are exercisable within 60 days of the business combination. Allego may need to raise additional funds, page 47 3. Comment: Please revise the heading of the risk factor to clearly state that Allego is dependent on additional financing and/or completion of the Business Combination to continue its current operations and execute its business plan, to the extent accurate. Please also revise to clarify that Allego has drawn down the entire amount available under its existing senior debt facility. Please make similar revisions in the Risk Factor discussion contained in the Summary of the Proxy Statement/Prospectus. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 39 and 49 of the Amended Registration Statement. Risk Factors Madeleine will own a significant amount of Allego’s voting stock…,page 84 4. Comment: We note your revised disclosure that “Meridiam, which controls Madeleine, is a Benefit Corporation under the meaning of French law, and has made a Securities and Exchange Commission January 18, 2022 Page 3 commitment to social and environmental sustainability and is dedicated to achieving the UN Sustainability Development Goals. The pursuit of these endeavors may conflict with the other Shareholders of Allego.” Please clarify what is the meaning of a Benefit Corporation under French law and further discuss how this may conflict with the interests of other shareholders. Response: In response to the Staff’s comment, the Company has revised its disclosure on page 85 of the Amended Registration Statement. Background of the Business Combination, page 108 5. Comment: We note your revised disclosure in response to comment 15. To provide additional context for investors, please discuss why the “informal negotiations, meetings and conversations with several of the potential acquisition targets” did not result in offers. In this regard, we note your disclosure that “Spartan presented term sheets or illustrative transaction structures…to each of these potential acquisition targets. Spartan engaged in informal negotiations, meetings and conversations with several of the potential acquisition targets with respect to the potential terms and conditions of the transaction, but no offers were made as a result of these informal negotiations.” Response: In response to the Staff’s comment, the Company has revised its disclosure on page 111 of the Amended Registration Statement. 6. Comment: We note your revised disclosure in response to comments 17 and 20. Please expand your disclosure throughout this section to include a more detailed description of the market conditions, “trends in the SPAC market” and trading performance of public companies that were considered when determining to further reduce the valuation of Allego and the Private Placement amount. Similarly, further discuss the key points of disagreements regarding the terms of the transaction and discuss the negotiations that took place for these to be resolved. In this regard, provide additional context for your disclosure that “[d]isagreements regarding the terms of the transaction were resolved through discussions among the representatives of Spartan and Allego, as well as the exchange of drafts of the definitive documents.” Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 114-116 of the Amended Registration Statement. 7. Comment: We note your revised disclosure on page 119 that “Allego’s forecasts reflect discussions with certain of its commercial customers in respect of their plans and anticipated needs over the period of its forecasts.” Please clarify that Allego has not entered into any legally binding agreements with regards to these discussions, if true, and highlight any related uncertainty with regards to these anticipated needs and its effect on the period covered by the forecasts. Securities and Exchange Commission January 18, 2022 Page 4 Response: In response to the Staff’s comment, the Company has revised its disclosure on page 122-123 of the Amended Registration Statement. Summary of the Proxy Statement/Prospectus Total Allego Ordinary Shares to Be Issued in the Business Combination, page 26 8. Comment: We note your response to comment 20, that “numerous third parties participated in the Private Placement, accounting for a total of up to $76 million of the aggregate $150 million of commitments.” Please revise your disclosure to clarify, as you do in your response, the amount or percent of your Private Placement that relates to investments by affiliates and unaffiliated third party investors. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 28, 109 and 116 of the Amended Registration Statement. The Spartan Board’s Reasons for the Approval of the Business Combination, page 114 9. Comment: We note your revised disclosure in response to comment 23 that the Board compared Allego Holding’s Operational EBITDA against its competitors. Please revise to include a discussion of the Operational EBITDA of Allego’s competitors that was considered by the Board when approving and recommending the transaction. Response: In response to the Staff’s comment, the Company has revised its disclosure on page 118 and 123 of the Amended Registration Statement. Unaudited Prospective Financial Information, page 117 10. Comment: We note your revised disclosure on page 118 in response to comment 25 regarding the assumptions “that the EV charging market will continue to grow and the total addressable market will grow between 2021 and 2025 in each case, with an average annual growth rate of 47%, and that within that market, Allego will maintain its current market share of 12% of the fast and ultra-fast charging demand.” Please disclose the basis or source for your assumption that the average annual growth rate of the total addressable market will grow at an average annual growth rate of 47% and considering your historical revenues to date, explain the basis for your projections beyond year three and why you believe the growth rate and projected financial information is reasonable. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 121 and 122 of the Amended Registration Statement. Securities and Exchange Commission January 18, 2022 Page 5 Unaudited Pro Forma Condensed Combined Financial Information, page 152 11. Comment: We note you provided unaudited pro forma financial information of Spartan Acquisition Corp. III for the period ended June 30, 2021 rather than September 30, 2021. Please tell us how you determined that this complies with Rule 11-02(c) of Regulation S-X, or revise. Response: We respectfully advise the Staff that we have determined that the unaudited pro forma financial information presented in the Registration Statement complies with Rule 11-02(c) of Regulation S-X (“Rule 11-02(c)”). Rule 11-02(c) requires the presentation of (i) a pro forma condensed balance sheet as of the end of the most recent period for which a consolidated balance sheet of the registrant is required by Rule 3-01 of Regulation S-X (“Rule 3-01”), and (ii) a pro forma condensed statement of comprehensive income for (a) the most recent fiscal year and (b) the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required. The registrant, Allego, is a foreign private issuer. Under Rule 3-01, a foreign private issuer may file the financial statements required by Item 8.A of Form 20-F (“Item 8.A”) in lieu of the financial statements specified in Rule 3- 01. Item 8.A provides that “If the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first six months of the financial year.” Item 8.A further provides “If, at the date of the document, the company has published interim financial information that covers a more current period than those otherwise required by this standard, the more current interim financial information must be included in the document.” In accordance with Item 8.A, the registrant has included unaudited interim financial statements as of June 30, 2021 and December 31, 2020 and for the six months ended June 30, 2021 and 2020. The registrant has not published interim financial information that covers a more current period. As required by Rule 11-02(c), the registrant has included (i) a pro forma condensed combined statement of financial position as of June 30, 2021, which is the end of the most recent period for which a consolidated balance sheet of the registrant is required by Rule 3-01, and (ii) pro forma condensed combined income statements for (a) the twelve months ended December 31, 2020, which is the registrant’s most recent fiscal year, and (b) the six months ended June 30, 2021, which is the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required. We further believe that it is appropriate to present the financial information of Spartan Acquisition Corp. III for the same periods as the registrant in the unaudited pro forma financial information. As such, we respectfully submit that the unaudited pro forma financial information presented in the Registration Statement complies with Rule 11-02(c). Allego Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 193 12. Comment: We note your response to comment 34. Please revise to include all required disclosures for your key performance indicator, and utilization rate, pursuant to SEC Release 33-8350. Response: In response to the Staff’s comment, the Company has revised its disclosure on page 203 of the Amended Registration Statement. 13. Comment: We note your response to prior comment 38 and revised disclosure that references “projects” impacting cost of sales and gross margin between periods. Please expand your discussion to provide more information on the nature of these projects impacting results of operations. Response: In response to the Staff’s comment, the Company has revised its disclosure on page 204 of the Amended Registration Statement. Beneficial Ownership of Securities, page 221 Securities and Exchange Commission January 18, 2022 Page 6 14. Comment: We note your response to comment 2 and we reissue the comment in part. In this regard, we note your disclosure that “[d]ecisions as to how to vote the Allego Ordinary Shares held by Madeleine, as well as the Allego Ordinary Shares held by E8 Investor over which Madeleine has the right to direct the vote, will be made by the board of directors of Madeleine, on which Mr. Touati serves, along with two other individuals.” Please disclose the two other individuals in Madeleine’s board of directors. Please also disclose the person(s) who, directly or indirectly, have or share investment control over the shares held by Madeline and E8 Investor, as your current disclosure speaks only to voting control. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 229-230 of the Amended Registration Statement. Consolidated Statement of Profit or Loss for the Years Ended December 31, 2020 and 2019, page F-3 15. Comment: We note your response to comment 42 stating that you are not able to provide the level of granularity with respect to cost of sales due to limitations in your current financial systems. In Note 4 on page F-51, you disclose that the management information provided to the CODM includes financial information related to revenue, cost of sales and gross result by revenue stream and by region. Please tell us whether this cost of sales by revenue stream information included in the CODM package provides the information referenced in prior comment 42, and your consideration of presenting it separately pursuant to paragraph 85 of IAS 1. Response: In response to the Staff’s comment, the Company respectfully notes that the management information of the Company includes cost of sales for the charging revenue stream and the cost of sales of service revenue stream separately. The disaggregation of cost of sales of service revenue between cost of tangible goods sold and costs of services is not included in our management information. As a result, due to limitations in the Company’s current financial systems, it is not able to provide the level of granularity with respect to cost of sales as set forth in Rule 5-03 of Regulation S-X. The Company believes that the current disclosures and disaggrega
2022-01-12 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
January 12, 2022
Mathieu Bonnet
Chief Executive Officer
Athena Pubco B.V.
Westervoortsedijk 73 KB
6827 AV Arnhem, the Netherlands
Re:Athena Pubco B.V.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 14, 2021
File No. 333-259916
Dear Mr. Bonnet:
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. Unless we note
otherwise, our references to prior comments are to comments in our October 29, 2021 letter.
Amendment No.1 to Registration Statement on Form F-4 Filed December 14, 2021
What are the possible sources and the extent of dilution that the Spartan Stockholders that elect
not to redeem..., page 11
1.We note your revised disclosure in response to comment 4 and reissue the comment in
part. Please revise your disclosure to show the potential impact of redemptions on the per
share value of the shares owned by non-redeeming shareholders or tell us where it is
disclosed.
Total Allego Ordinary Shares to Be Issued..., page 27
2.Please revise to present total ownership amounts taking into account exercise of the
outstanding Spartan Warrants. Please also tell us why the beneficial ownership disclosure
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
January 12, 2022 Page 2
FirstName LastNameMathieu Bonnet
Athena Pubco B.V.
January 12, 2022
Page 2
included on pages 221-222 assumes that no Spartan Warrants are exercisable within 60
days of the business combination, as it appears that the Spartan Warrants are exercisable
30 days after the completion of the initial business combination.
Allego may need to raise additional funds, page 47
3.Please revise the heading of the risk factor to clearly state that Allego is dependent on
additional financing and/or completion of the Business Combination to continue its
current operations and execute its business plan, to the extent accurate. Please also revise
to clarify that Allego has drawn down the entire amount available under its existing senior
debt facility. Please make similar revisions in the Risk Factor discussion contained in the
Summary of the Proxy Statement/Prospectus.
Risk Factors
Madeleine will own a significant amount of Allego's voting stock..., page 84
4.We note your revised disclosure that "Meridiam, which controls Madeleine, is a Benefit
Corporation under the meaning of French law, and has made a commitment to social and
environmental sustainability and is dedicated to achieving the UN Sustainability
Development Goals. The pursuit of these endeavors may conflict with the other
shareholders of Allego." Please clarify what is the meaning of a Benefit Corporation
under French law and further discuss how this may conflict with the interests of other
shareholders.
Background of the Business Combination, page 108
5.We note your revised disclosure in response to comment 15. To provide additional context
for investors, please discuss why the "informal negotiations, meetings and conversations
with several of the potential acquisition targets" did not result in offers. In this regard, we
note your disclosure that "Spartan presented term sheets or illustrative transaction
structures . . . to each of these potential acquisition targets. Spartan engaged in informal
negotiations, meetings and conversations with several of the potential acquisition targets
with respect to the potential terms and conditions of the transaction, but no offers were
made as a result of these informal negotiations."
6.We note your revised disclosure in response to comments 17 and 20. Please expand your
disclosure throughout this section to include a more detailed description of the market
conditions, "trends in the SPAC market" and trading performance of public companies
that were considered when determining to further reduce the valuation of Allego and the
Private Placement amount. Similarly, further discuss the key points of disagreements
regarding the terms of the transaction and discuss the negotiations that took place for these
to be resolved. In this regard, provide additional context for your disclosure that
"[d]isagreements regarding the terms of the transaction were resolved through discussions
among the representatives of Spartan and Allego, as well as the exchange of drafts of the
definitive documents."
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
January 12, 2022 Page 3
FirstName LastNameMathieu Bonnet
Athena Pubco B.V.
January 12, 2022
Page 3
7.We note your revised disclosure on page 119 that "Allego’s forecasts reflect discussions
with certain of its commercial customers in respect of their plans and anticipated needs
over the period of its forecasts." Please clarify that Allego has not entered into any legally
binding agreements with regards to these discussions, if true, and highlight any
related uncertainty with regards to these anticipated needs and its effect on the period
covered by the forecasts.
8.We note your response to comment 20, that "numerous third parties participated in the
Private Placement, accounting for a total of up to $76 million of the aggregate
$150 million of commitments." Please revise your disclosure to clarify, as you do in your
response, the amount or percent of your Private Placement that relates to investments by
affiliates and unaffiliated third party investors.
The Spartan Board's Reasons for the Approval of the Business Combination, page 114
9.We note your revised disclosure in response to comment 23 that the Board
compared Allego Holding's Operational EBITDA against its competitors. Please revise to
include a discussion of the Operational EBITDA of Allego's competitors that was
considered by the Board when approving and recommending the transaction.
Unaudited Prospective Financial Information, page 117
10.We note your revised disclosure on page 118 in response to comment 25 regarding the
assumptions "that the EV charging market will continue to grow and the total addressable
market will grow between 2021 and 2025 in each case, with an average annual growth
rate of 47%, and that within that market, Allego will maintain its current market share of
12% of the fast and ultra-fast charging demand." Please disclose the basis or source
for your assumption that the average annual growth rate of the total addressable market
will grow at an average annual growth rate of 47% and considering your historical
revenues to date, explain the basis for your projections beyond year three and why you
believe the growth rate and projected financial information is reasonable.
Unaudited Pro Forma Condensed Combined Financial Information, page 152
11.We note you provided unaudited pro forma financial information of Spartan Acquisition
Corp. III for the period ended June 30, 2021 rather than September 30, 2021. Please tell
us how you determined that this complies with Rule 11-02(c) of Regulation S-X, or
revise.
Allego Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 193
12.We note your response to comment 34. Please revise to include all required disclosures
for your key performance indicator, and utilization rate, pursuant to SEC Release 33-8350.
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
January 12, 2022 Page 4
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
January 12, 2022
Page 4
13.We note your response to prior comment 38 and revised disclosure that references
"projects" impacting cost of sales and gross margin between periods. Please expand your
discussion to provide more information on the nature of these projects impacting results of
operations.
Beneficial Ownership of Securities, page 221
14.We note your response to comment 2 and we reissue the comment in part. In this regard,
we note your disclosure that "[d]ecisions as to how to vote the Allego Ordinary Shares
held by Madeleine, as well as the Allego Ordinary Shares held by E8 Investor over which
Madeleine has the right to direct the vote, will be made by the board of directors of
Madeleine, on which Mr. Touati serves, along with two other individuals."
Please disclose the two other individuals in Madeleine's board of directors. Please also
disclose the person(s) who, directly or indirectly, have or share investment control over
the shares held by Madeline and E8 Investor, as your current disclosure speaks only to
voting control.
Consolidated Statement of Profit or Loss for the Years Ended December 31, 2020 and 2019,
page F-3
15.We note your response to comment 42 stating that you are not able to provide the level of
granularity with respect to cost of sales due to limitations in your current financial
systems. In Note 4 on page F-51, you disclose that the management information provided
to the CODM includes financial information related to revenue, cost of sales and gross
result by revenue stream and by region. Please tell us whether this cost of sales by
revenue stream information included in the CODM package provides the information
referenced in prior comment 42, and your consideration of presenting it separately
pursuant to paragraph 85 of IAS 1.
General
16.We note your revised disclosure in response to comment 46 that "with respect to any
complaint asserting a cause of action arising under the Securities Act or the Exchange Act,
the federal courts of the United States will be the exclusive forum for resolving any such
complaint" (emphasis added). However, Article 32 of Allego’s Articles of Association
included as Annex B only references an exclusive forum provision with regards to any
actions arising under the Securities Act of 1933. Please revise to ensure consistency.
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
January 12, 2022 Page 5
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
January 12, 2022
Page 5
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennifer López Molina at 202-551-3792 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-01-07 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE
Group Holding Limited
Unit
1005, 10/F, Tower A, New Mandarin Plaza,
14
Science Museum Road, Tsim Sha Tsui, Hong Kong
January
7, 2022
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade and Services
100
F Street, N.E.
Mail
Stop 3561
Washington,
DC 20549
Attn:
Scott Anderegg
Re:
ALE
Group Holding Ltd
Post-Effective Amendment No. 5 to Registration Statement on Form F-1
Filed
November 22, 2021
File
No. 333-239225
Dear
Mr. Anderegg:
ALE
Group Holding Limited (the “Company”, “ALE,” “we”, “us” or
“our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”), dated November 22, 2021 regarding our post-effective amendment
No.5 to registration statement on F-1 (the “Registration Statement”). For ease of reference, we have repeated the
Commission’s comments in this response and numbered them accordingly. The post-effective amendment No.6 to the Registration Statement
accompanying this Response Letter is referred to as the Amended Registration Statement.
Post-Effective
Amendment No. 5 to Form F-1 filed November 22, 2021
Summary
of Risk Factors, page 1
1.
Please
revise to provide here a cross-reference to the applicable page in your risk factor disclosure for each risk factor listed.
Response:
In response to the Staff’s comment, we have added a cross-reference on pages 1 to 3 of the Amended Registration
Statement.
Recent
Regulatory Development in PRC, page 6
2.
We
note your response to comment 2. Please provide on your cover page a brief description of whether you are required to obtain any
approvals to offer securities to foreign investors, whether you have received such approvals and the consequences to you and your
investors if you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable
laws, regulations, or interpretations change and you are required to obtain approval in the future.
Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page accordingly.
Risk
Factors, page 11
3.
We
note your response to our comment 4. Please revise to acknowledge that the SEC recently adopted amendments to finalize rules implementing
the submission and disclosure requirements in the Holding Foreign Companies Accountable Act, summarize the content of those rules
and how they could impact you.
Response:
In response to the Staff’s comment, we have revised the disclosure on page 30 of the Amended Registration
Statement.
We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very
truly yours,
/s/
Tak Ching (Anthony) Poon
Tak
Ching (Anthony) Poon
CEO
cc:
Joan
Wu
Hunter
Taubman Fischer & Li LLC
2022-01-03 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
January 3, 2022
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 5 to Registration Statement on Form F-1
Filed November 22, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 5 to Registration Statement on Form F-1 filed November 22,
2021
Summary of Risk Factors, page 1
1.Please revise to provide here a cross-reference to the applicable page in your risk factor
disclosure for each risk factor listed.
Recent Regulatory Development in PRC, page 6
2.We note your response to comment 2. Please provide on your cover page a brief
description of whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
January 3, 2022 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
January 3, 2022
Page 2
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
Risk Factors, page 11
3.We note your response to our comment 4. Please revise to acknowledge that the SEC
recently adopted amendments to finalize rules implementing the submission and
disclosure requirements in the Holding Foreign Companies Accountable Act, summarize
the content of those rules and how they could impact you.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-8071 or Dietrich King at 202-551-8071 with
any question.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-12-14 - CORRESP - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP 1 filename1.htm CORRESP 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax December 14, 2021 VIA EDGAR TRANSMISSION Jennifer Lopez-Molina Erin Jaskot United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street NE Washington, D.C. 20549 Re: Athena Pubco B.V. Registration Statement on Form F-4 Filed September 30, 2021 File No. 333-259916 Dear Ms. Lopez-Molina and Ms. Jaskot: On behalf of our client, Athena Pubco B.V., (the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated October 29, 2021, relating to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Commission on September 30, 2021. In connection with these responses, the Company is filing, electronically via EDGAR to the Commission, an amendment to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter. In addition to addressing the comments raised by the Staff in the Comment Letter, the Company has revised the Registration Statement to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amended Registration Statement. Securities and Exchange Commission December 14, 2021 Page 2 Cover Page 1. Comment: Please revise the Notice and Letter to Stockholders to indicate the percentage of economic and voting interest that Madeleine will own following the consummation of the Business Combination, including the E8 shares over which it has voting power. Please clearly indicate that Madeline will be able to control all matters requiring stockholder or board approval, and provide examples of such matters, and define Madeleine’s relationship to the combined company as well as any conflicts of interest between Madeleine and public shareholders. Response: In response to the Staff’s comment, the Company has revised its disclosure in the Notice and Letter to Stockholders sections of the Amended Registration Statement. 2. Comment: Please revise throughout your registration statement to clearly identify certain parties to the transaction, including E8 Investor and Madeleine. Please provide sufficient information so that investors understand the relationship of such parties to each other and to Athena Pubco, as well as the general structure and shareholding make-up of such entities. Please also disclose the person(s) who control voting and investment decisions over the shares held by such entities in the beneficial ownership disclosure on page 205 and elsewhere as appropriate. Response: In response to the Staff’s comment, the Company has revised its disclosure in the Notice and Letter to Stockholders sections and on page 223 of the Amended Registration Statement. What equity stake will our current stockholders and the holders of Spartan Founder Shares hold in Allego following the consummation... page 9 3. Comment: Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including shares issued pursuant to the PIPE Financing, at each of the redemption levels, including any needed assumptions. Please make similar changes in the chart on page 149. As a related matter, it appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure in the chart on page 149 to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. Securities and Exchange Commission December 14, 2021 Page 3 Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has disclosed all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. In light of the Staff’s comments, the Company has revised its disclosure on pages 9-11, 27-28, 33, 122-124, 155 and 156 of the Amended Registration Statement. 4. Comment: Revise to offer at least one additional redemption scenario in between those you currently present. Please also revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders. Response: In response to the Staff’s comment, the Company has added an additional question, “What are the possible sources and the extent of dilution that Spartan’s shareholders that elect not to redeem their shares will experience in connection with the Transaction” on page 11 of the Amended Registration Statement. 5. Comment: We note your disclosure that “[a]s a result of the Business Combination, the economic and voting interests of Spartan’s public stockholders will decrease.” Please clarify in an appropriate place in the prospectus if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 15, 35, 74 and 122 of the Amended Registration Statement. What interests do the current officers and directors have in the Business Combination, page 13 6. Comment: Please expand your discussion in this section to quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material. Response: As of November 10, 2021, the Sponsor has invested an aggregate of $16,404,662.35 (in respect of the Founder Shares, the private placement warrants and $2,339,662.35 of out-of-pocket expenses incurred in connection with their activities on Spartan’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations) that will have zero value in the event that an Initial Business Combination is not consummated. The Company has revised its disclosure on pages 14, 15, 35, 74 and 122 of the Amended Registration Statement. None of the officers and directors of the Company own any shares of the Company or Allego. Securities and Exchange Commission December 14, 2021 Page 4 7. Comment: Please expand your disclosure here, and elsewhere in your filing as appropriate, regarding the Sponsor’s ownership interest in the target company and its participation in the Private Placement. Disclose the approximate dollar value of the interest based on the transaction value as compared to the price paid or to be paid. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 15, 35, 74 and 122 of the Amended Registration Statement. Summary of the Proxy Statement/Prospectus Total Allego Ordinary Shares to Be Issued in the Business Combination, page 26 8. Please revise to separately disclose the ownership percentages that will be held by the Spartan initial stockholders, Madeleine and E8 Investor. Please also include the ownership percentages for the parties discussed in this section, as well as the Spartan initial stockholders, Madeleine, and E8 Investor in the Notice and Letter to Shareholders. Disclose each parties’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities, as well as the potential E8 Share Issuance, Share Contribution and participation in the Private Placement. Response: In response to the Staff’s comment, the Company has revised its disclosure in the Notice and Letter to Shareholders, as well as on pages 9-11, 27-28 and 122-124 of the Amended Registration Statement. The ownership percentage of the Spartan initial stockholders is included as the ownership of the Sponsor and its affiliates. Organizational Structure, page 27 9. Comment: Please revise your diagrams here and on page 91 to depict equity ownership percentages and clarify the meaning of the different lines. For example, discuss the distinction between the dotted and horizontal lines. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 30 and 94 of the Amended Registration Statement. Risk Factors, page 42 10. Comment: Disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Response: In response to the Staff’s comment, the Company has revised its disclosure and added a risk factor on page 81 of the Amended Registration Statement. Securities and Exchange Commission December 14, 2021 Page 5 Allego may need to raise additional funds or debt..., page 44 11. Comment: We note your statement on page 191 that based on forecasts, you depend on additional financing, and plan to finance costs with a further drawdown on the senior debt facility in the second half year of 2021, and that the timely realization of this transaction is crucial for your ability to continue as a going concern. Please revise this risk factor to indicate that you are dependent on the completion of the transaction, disclose the amount and timing of your contemplated drawdown on the senior debt facility, and disclose the approximate amount you need to finance additional development activities and operations in the next 12 months. Please include similar disclosure in the summary of risk factors that begins on page 34. Response: In response to the Staff’s comment, the Company has revised its disclosure on page 38 and 48 of the Amended Registration Statement. Allego relies on a limited number of suppliers and manufacturers for its hardware and equipment and charging stations, page 45 12. Comment: We note your disclosure that “Allego relies on a limited number of suppliers and manufacturers for its hardware and equipment and charging stations” and that “it does not currently have proven alternatives or replacement manufacturers beyond these key parties.” We also note your disclosure that “[f]or the year ended December 31, 2020, Allego had one major vendor that represented approximately 11% of total purchases.” To the extent you are materially dependent on a limited number of suppliers or customers, please disclose the material terms of the agreements and file any material agreements as exhibits to your registration statement. Refer to Item 21 of Form F-4 and Item 601(b)(10)(ii) of Regulation S-K. Response: Respectfully, the Company has increased its number of suppliers and believes that its current supplier strategy does not make it dependent on one or two major suppliers. Currently the Company is not dependent on one supplier of ultra-fast chargers and respectfully does not believe it is required to disclose any of these contractual agreements. The European EV market currently benefits from the availability of rebates, scrappage schemes, tax credits..., page 52 13. Comment: We note your disclosure discussing incentives from governments to offset and incentivize the purchase of EVs, including that some of “these incentives may expire on a particular date.” Please specify any known expiration dates in any of the markets that you serve, if material. Response: In response to the Staff’s comment, the Company has revised its disclosure on page(s) 55 of the Amended Registration Statement. Securities and Exchange Commission December 14, 2021 Page 6 Madeleine will own a significant amount of Allego’s voting stock..., page 80 14. Comment: Please revise the percentage of voting stock that Madeleine will control to include the voting power it holds over the E8 Investor shares. Please also explain Madeleine’s business focus and why the interests of Madeleine may conflict with the interests of other stockholders with respect to matters potentially or actually involving Allego. Response: In response to the Staff’s comment, the Company has revised its disclosure in the Notice and Letter to Shareholders, as well as on page 84 of the Amended Registration Statement. Background of the Business Combination, page 104 15. Comment: We note that you considered over two hundred potential acquisition targets, had advanced discussions with over twenty targets and presented term sheets or illustrative transactions structures in connection with “several potential acquisitions.” Please provide additional detail on how management was introduced to the companies considered, including the methodology by which you selected twenty potential acquisition targets and how you ultimately pared the group to the final prospects considered. Also, provide additional detail to describe the process utilized to evaluate the “several potential acquisitions” that were considered by the Spartan Board and describe the information was gathered, how and by whom it was evaluated, the negotiations which occurred, and any offers that were made or received. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 108-113, 115 and 116 of the Amended Registration Statement. 16. Comment: We note disclosure referencing third-party advisors. For example, we note that “[d]uring the week of March 22, 2021, Spartan engaged a number of additional third-party advisors to assist with various aspects of commercial, financial and legal due diligence.” Please clarify whether these presentations, or any other reports or presentations referred to in the prospectus, were provided by third parties. In this regard, we note that if a report, opinion or appraisal materially related to the transaction has been received from an outside party and referred to in the prospectus, your disclosure must provide the information required by Item 1015(b) of Regulation M-A with respect to such report, opinion or appraisal. In addition, any written materials contained or used in the report, opinion or appraisal, as well as the consent of the outside party, must be filed as exhibits to the Form F-4. Please refer to Items 4(b) and 21(c) of Form F-4. Response: In response to the Staff’s comment, the Company confirms that no report, opinion, or appraisal materially related to the transaction and referred to in the prospectus were provided by third parties which would require disclosure under Item 1015(b) of Regulation M-A. Securities and Exchange Commission December 14, 2021 Page 7 17. Comment: Please expand the disclosure throughout this section to include a more detailed description of the negotiations which occurred in order to establish the core terms of the business combination, including changes to the pre-money enterprise value and the terms of the private placement, Share contribution, E8 Share Issuance, net debt of Allego and the need for additional financing, cash payments required to be made to E8 Investor and o
2021-12-09 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP 1 filename1.htm ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel.:(212) 837 7977 Dated as of December 9, 2021 VIA EDGAR Division of Corporate Finance Office of Real Estate and Construction Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Michael Davis and James Lopez Re: Alpha Star Acquisition Corporation Registration Statement on Form S-1 File No. 333-257521 Ladies and Gentlemen:: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective at 9:00 a.m., Washington D.C. time, on Monday, December 13, 2021, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, ALPHA STAR ACQUISITION CORPORATION By: /s/ Zhe Zhang Name: Zhe Zhang Title: Chief Executive Officer cc: Brian C Daughney, Esq. bdaughney@beckerlawyers.com Auguste, Christopher, Esq. cauguste@KRAMERLEVIN.com
2021-12-09 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
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Ladenburg Thalmann
& Co. Inc.
277 Park Avenue, 26th Floor
New York, New York 10172
December 9, 2021
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street
Washington DC 20549
Attention: Michael Davis and James Lopez
Re: Alpha Star Acquisition Corporation
Registration Statement on Form S-1
File No. 333-257521
Dear
Mr. Davis and Mr. Lopez:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Alpha Star Acquisition
Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 9:00 a.m., Washington D.C. time, on Monday, December 13, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that between December 8, 2021 and the date hereof, over 350 copies of the Preliminary
Prospectus dated November 8, 2021 have been distributed as follows: 6 to prospective underwriters and dealers, 50 to institutional investors
and over 300 to retail investors.
The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
LADENBURG THALMANN & CO. INC.
By:
/s/ Steven Kaplan
Name: Steven Kaplan
Title: Head of Capital Markets
2021-12-09 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
filename1.htm
Ladenburg Thalmann
& Co. Inc.
277 Park Avenue, 26th Floor
New York, New York 10172
December 9, 2021
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
100 F Street
Washington DC 20549
Attention: Michael Davis and James Lopez
Re: Alpha Star Acquisition Corporation
Registration Statement on Form S-1
File No. 333-257521
Dear
Mr. Davis and Mr. Lopez:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Alpha Star Acquisition
Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 8:30 a.m., Washington D.C. time, on Monday, December 13, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that between December 8, 2021 and the date hereof, over 350 copies of the Preliminary
Prospectus dated November 8, 2021 have been distributed as follows: 6 to prospective underwriters and dealers, 50 to institutional investors
and over 300 to retail investors.
The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
LADENBURG THALMANN & CO. INC.
By:
/s/ Steven Kaplan
Name: Steven Kaplan
Title: Head of Capital Markets
2021-12-08 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP 1 filename1.htm ALPHA STAR ACQUISITION CORPORATION 80 Broad Street, 5th Floor New York, NY 10004 Tel.:(212) 837 7977 Dated as of December 8, 2021 VIA EDGAR Division of Corporate Finance Office of Real Estate and Construction Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Michael Davis and James Lopez Re: Alpha Star Acquisition Corporation Registration Statement on Form S-1 File No. 333-257521 Ladies and Gentlemen:: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective at 8:30 a.m., Washington D.C. time, on Monday, December 13, 2021, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, ALPHA STAR ACQUISITION CORPORATION By: /s/ Zhe Zhang Name: Zhe Zhang Title: Chief Executive Officer cc: Brian C Daughney, Esq. .bdaughney@beckerlawyers.com Auguste, Christopher, Esq. cauguste@KRAMERLEVIN.com
2021-11-22 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
November 22, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
Re:
ALE Group Holding Ltd
Post-Effective Amendment No. 4 to Registration Statement on Form F-1
Filed October 18, 2021
File No. 333-239225
Dear Mr. Anderegg:
ALE Group Holding Limited (the
“Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated October 18, 2021 regarding our post-effective amendment No.4 to registration statement on
F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this
response and numbered them accordingly. The post-effective amendment No.5 to the Registration Statement accompanying this Response Letter
is referred to as the Amended Registration Statement.
Post-Effective Amendment No. 4 to Form F-1
filed October 18, 2021
Cover Page
1.
Please provide on the prospectus cover page a description of how cash is transferred through your organization and disclosure regarding your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date.
Response: In response to the Staff’s
comment, we respectfully inform the Staff that the Company or its subsidiaries do not have any VIE agreements with any operating entity
in mainland China. As disclosed on the prospectus cover page, all of our operations are conducted by our subsidiary in Hong Kong. Although
we have three clients who are PRC individuals, we currently do not have or intend to set up any subsidiary or enter into any contractual
arrangements to establish a VIE structure with any entity in mainland China. We also disclosed in the Prospectus Summary how cash is transferred
among our holding company and the subsidiaries, please refer to page 4, “Prospectus Summary – Transfers of Cash To and From
Our Subsidiaries”.
Recent Regulatory Development in PRC, page
6
2.
Please disclose whether you are required to obtain any approvals to offer securities to foreign investors, whether you have received such approvals and the consequences to you and your investors if you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required to obtain approval in the future.
Response: In response to the Staff’s
comment, we have revised the disclosure on page 6 of the Amended Registration Statement.
Risk Factors, page 11
3.
We note from the audit opinion that you have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection. Please disclose any material risks to the company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely your auditor because of a position taken by an authority in a foreign jurisdiction. For example, disclose the risk that lack of inspection could cause trading in your securities to be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist your securities.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 3 and 29 of the Amended Registration Statement.
4.
Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.
Response: In response to the Staff’s
comment, we have revised the disclosure on pages 3 and 29 of the Amended Registration Statement.
We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone
at (212) 530-2208.
Very truly yours,
/s/ Tak Ching (Anthony) Poon
Tak Ching (Anthony) Poon
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2021-11-17 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
November 17, 2021
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 4 to Registration Statement on Form F-1
Filed October 18, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 4 to Form F-1 filed October 18, 2021
Cover Page
1.Please provide on the prospectus cover page a description of how cash is transferred
through your organization and disclosure regarding your intentions to distribute earnings
or settle amounts owed under the VIE agreements. State whether any transfers, dividends,
or distributions have been made to date.
Recent Regulatory Development in PRC, page 6
2.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
November 17, 2021 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
November 17, 2021
Page 2
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
Risk Factors, page 11
3.We note from the audit opinion that you have a U.S. based auditor that is registered with
the PCAOB and subject to PCAOB inspection. Please disclose any material risks to the
company and investors if it is later determined that the PCAOB is unable to inspect or
investigate completely your auditor because of a position taken by an authority in a
foreign jurisdiction. For example, disclose the risk that lack of inspection could cause
trading in your securities to be prohibited under the Holding Foreign Companies
Accountable Act and as a result an exchange may determine to delist your securities.
4.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-11-16 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP November 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Livingston Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 Filed November 16, 2021 File No. 333-261113 Dear Ms. Livingston: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Alignment Healthcare, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on November 18, 2021, or as soon thereafter as practicable. Pursuant to Rule 460 under the Act, the undersigned, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [Signature Page Follows] Very truly yours, Goldman Sachs & Co. LLC By: /s/ Dan Cocks Name: Dan Cocks Title: Managing Director Morgan Stanley & Co. LLC By: /s/ Kalli Dircks Name: Kalli Dircks Title: Managing Director
2021-11-16 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP ALIGNMENT HEALTHCARE, INC. November 16, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-1090 Attention: Jessica Livingston Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 Originally Filed November 16, 2021 CIK: 0001832466 Ladies and Gentlemen: Alignment Healthcare, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-261113, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time, on November 18, 2021 or as soon thereafter as practicable. Please contact Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Company, at (212) 373-3434, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. * * * * Sincerely, ALIGNMENT HEALTHCARE, INC. By: /s/ Thomas Freeman Name: Thomas Freeman Title: Chief Financial Officer
2021-11-08 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
filename1.htm
Brian C. Daughney, Esq.
BDaughney@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, NY 10006
November 8, 2021
Via EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attn.: Michael Davis and James Lopez
Re: Alpha Star Acquisition Corp
Amendment No. 2 to Registration Statement on Form
S-1
Filed September 24, 2021
File No. 333-257521
Ladies and Gentlemen:
We are counsel to the registrant, Alpha Star Acquisition Corp. We refer
to your comment letter of October 23, 2021, and provide the following responses. We include the original comments for ease of reference.
We note that other than Comment 9, all of Staff’s comments relate
to the potential impact of PRC legal and other matters which might impact the Company’s IPO and ability to consummate a business
combination, and potential impacts following a business combination if the target business was located or had assets or operations in
the PRC. Management of Alpha has determined not to undertake business combination with an entity or entities that is based in or has operations
in the PRC. We have also included similar language in the Articles of Association which will be adopted at closing. See Exhibit 3.3. We
respectfully note that this exclusionary language has been provided in several other SPAC transactions recently and these transactions
have proceeded.
Amendment No. 2 to Registration Statement on Form S-1 filed September
24, 2021
Cover Page
1. We note your revised disclosure
and response to comment 1 and reissue the comment in part. Please expand the discussion of recent statements and regulatory actions by
China’s government to clarify that these risks could result in a material change in the value of your ordinary shares or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Please also revise your cover page to address (1) how recent statements and regulatory actions
by China’s government may impact the company’s ability to accept foreign investments, or list on an U.S. or other foreign
exchange and (2) restrictions on foreign exchange, including how cash will be transferred through the post-combination organization as
well as your ability to transfer cash between entities, across borders, and to U.S. investors. Please advise us if any transfers have
occurred.
United States Securities & Exchange Commission
Division of Corporation Finance
November 8, 2021
Page 2
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement prominently on the prospectus cover page and other relevant disclosure of the revised S-1. Accordingly, we respectfully
submit that this comment is no longer applicable to the Company.
Summary, page 2
2. We note your revised disclosure in response to comment 2 and reissue the comment in part. Revise to clearly disclose that the entity
in which investors may hold their interest may not be the entity or entities through which the company’s operations may be conducted
in China after the business combination.
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
3. We note your revised disclosure in response to comment 3 and reissue the comment in part. Please revise the summary risk factors
to include cross-references to the more detailed disclosure in the prospectus.
Response: We advise the Staff that the Company shall not
undertake its initial business combination with any entity with its principal business operations in China (including Hong Kong), and
we have included this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted
at closing of the IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company
or relevant for disclosure to investors.
4. We note your revised disclosure in response to comment 4 and reissue the comment in part. Please address permissions you may be
required to obtain in searching for a target and conducting other activities such as listing abroad. In addition, please confirm that
your use of the term "operate" and "operations" includes the process of searching for a target business and conducting
such other activities. Additionally, please revise here and the first risk factor on page 67 to clearly address the consequences to you
and investors if it is determined you should have obtained permissions or that permissions obtained are subsequently rescinded.
United States Securities & Exchange Commission
Division of Corporation Finance
November 8, 2021
Page 3
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
5. Your
summary does not appear to address comment 5. Please provide a clear description of how cash will be transferred through the post-combination
organization if you acquire a company based in China. Please also describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors that may apply after a business combination with a company based in China.
Please also describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries
and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
6. We note your response to comment 6 and statement on page 25 that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act. Please specify that this may result if the PCAOB determines that it cannot inspect or fully investigate
the auditor of a company you may target for an initial business combination, and that delisting and a prohibition on trading may result.
Additionally, expand your disclosure to address pending legislation that would shorten the relevant timeframe leading to a prohibition
on trading.
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
Risk Factors, page 63
7. We note your response to comment 8 but are unable to locate revised disclosure. Please expand your risk factor disclosure to address
specifically any PRC regulations concerning mergers and acquisitions by foreign investors that your initial business combination transaction
may be subject to, including PRC regulatory reviews, which may impact your ability to complete a business combination in the prescribed
time period.
United States Securities & Exchange Commission
Division of Corporation Finance
November 8, 2021
Page 4
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
8. We note your response to comment 10 and statements on page 67 regarding the impact of cybersecurity oversight on a post-combination
basis. Please revise to also address cybersecurity concerns and their impact on the process of searching for a target and completing an
initial business combination.
Response: We advise the Staff that the Company shall not undertake
its initial business combination with any entity with its principal business operations in China (including Hong Kong), and we have included
this statement in several places in the revised S-1. Additionally, the Articles of Association which will be adopted at closing of the
IPO reflect this limitation. Accordingly, we respectfully submit that this comment is no longer applicable to the Company or relevant
for disclosure to investors.
General
9. We note the revised disclosure on page 24 that unless your securities qualify as an NMS stock under SEC Rule 3a51-1, you may not
redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001. Your disclosure suggests that you anticipate
the option of having net tangible assets fall below $5,000,001. Please revise to clarify that your net tangible assets may not decline
below $5,000,001 regardless to the trading status.
Response
As Staff is aware, we had a conference call with
Staff regarding this Comment on Thursday, October 28, 2021.
While we believe that our analysis regarding the
NMS issue is correct, and we have provided Staff with the Nasdaq position on this matter that securities listed on the Capital Markets
and Global Market tiers qualify as NMS securities under SEC Rule 3a51-1 and therefore we believe that Alpha’s securities would not
be deemed penny stocks and Alpha would not be a blank check company under SEC Rule 419.
However, we are aware that Staff is not in a position
to make a final determination in this matter. Therefore, we have removed the language that was commented upon by Staff.
United States Securities & Exchange Commission
Division of Corporation Finance
November 8, 2021
Page 5
We hope this response has addressed all of the
Staff’s comments. Should you have additional questions regarding the information contained herein, please contact our outside securities
counsel Bill Huo, Esq. or Brian C. Daughney, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com or bdaughney@beckerlawyers.com.
Sincerely,
Becker & Poliakoff LLP
/s/ Brian C. Daughney
2021-10-29 - UPLOAD - Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
United States securities and exchange commission logo
October 29, 2021
Mathieu Bonnet
Chief Executive Officer
Athena Pubco B.V.
Westervoortsedijk 73 KB
6827 AV Arnhem, the Netherlands
Re:Athena Pubco B.V.
Registration Statement on Form F-4
Filed September 30, 2021
File No. 333-259916
Dear Mr. Bonnet:
We have reviewed your 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.
Registration Statement on Form F-4 filed September 30, 2021
Cover Page
1.Please revise the Notice and Letter to Stockholders to indicate the percentage of economic
and voting interest that Madeleine will own following the consummation of the Business
Combination, including the E8 shares over which it has voting power. Please clearly
indicate that Madeline will be able to control all matters requiring stockholder or board
approval, and provide examples of such matters, and define Madeleine's relationship to
the combined company as well as any conflicts of interest between Madeleine and public
shareholders.
2.Please revise throughout your registration statement to clearly identify certain parties to
the transaction, including E8 Investor and Madeleine. Please provide sufficient
information so that investors understand the relationship of such parties to each other and
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
October 29, 2021 Page 2
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
October 29, 2021
Page 2
to Athena Pubco, as well as the general structure and shareholding make-up of such
entities. Please also disclose the person(s) who control voting and investment decisions
over the shares held by such entities in the beneficial ownership disclosure on page 205
and elsewhere as appropriate.
What equity stake will our current stockholders and the holders of Spartan Founder Shares hold
in Allego following the consummation..., page 9
3.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including shares
issued pursuant to the PIPE Financing, at each of the redemption levels, including any
needed assumptions. Please make similar changes in the chart on page 149.
As a related matter, it appears that underwriting fees remain constant and are not adjusted
based on redemptions. Revise your disclosure in the chart on page 149 to disclose the
effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.
4.Revise to offer at least one additional redemption scenario in between those you currently
present. Please also revise your disclosure to show the potential impact of redemptions on
the per share value of the shares owned by non-redeeming shareholders.
5.We note your disclosure that "[a]s a result of the Business Combination, the economic and
voting interests of Spartan's public stockholders will decrease." Please clarify in an
appropriate place in the prospectus if the sponsor and its affiliates can earn a positive rate
of return on their investment, even if other SPAC shareholders experience a negative rate
of return in the post-business combination company.
What interests do the current officers and directors have in the Business Combination, page 13
6.Please expand your discussion in this section to quantify the aggregate dollar amount and
describe the nature of what the sponsor and its affiliates have at risk that depends on
completion of a business combination. Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement. Provide similar disclosure for the company’s officers and
directors, if material.
7.Please expand your disclosure here, and elsewhere in your filing as appropriate, regarding
the Sponsor’s ownership interest in the target company and its participation in the Private
Placement. Disclose the approximate dollar value of the interest based on the transaction
value as compared to the price paid or to be paid.
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
October 29, 2021 Page 3
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
October 29, 2021
Page 3
Summary of the Proxy Statement/Prospectus
Total Allego Ordinary Shares to Be Issued in the Business Combination, page 26
8.Please revise to separately disclose the ownership percentages that will be held by the
Spartan initial stockholders, Madeleine and E8 Investor. Please also include the ownership
percentages for the parties discussed in this section, as well as the Spartan initial
stockholders, Madeleine, and E8 Investor in the Notice and Letter to Shareholders.
Disclose each parties' total potential ownership interest in the combined company,
assuming exercise and conversion of all securities, as well as the potential E8 Share
Issuance, Share Contribution and participation in the Private Placement.
Organizational Structure, page 27
9.Please revise your diagrams here and on page 91 to depict equity ownership percentages
and clarify the meaning of the different lines. For example, discuss the distinction between
the dotted and horizontal lines.
Risk Factors, page 42
10.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Allego may need to raise additional funds or debt..., page 44
11.We note your statement on page 191 that based on forecasts, you depend on additional
financing, and plan to finance costs with a further drawdown on the senior debt facility in
the second half year of 2021, and that the timely realization of this transaction is crucial
for your ability to continue as a going concern. Please revise this risk factor to indicate
that you are dependent on the completion of the transaction, disclose the amount and
timing of your contemplated drawdown on the senior debt facility, and disclose the
approximate amount you need to finance additional development activities and operations
in the next 12 months. Please include similar disclosure in the summary of risk factors
that begins on page 34.
Allego relies on a limited number of suppliers and manufacturers for its hardware and equipment
and charging stations, page 45
12.We note your disclosure that "Allego relies on a limited number of suppliers and
manufacturers for its hardware and equipment and charging stations" and that "it does not
currently have proven alternatives or replacement manufacturers beyond these key
parties." We also note your disclosure that "[f]or the year ended December 31, 2020,
Allego had one major vendor that represented approximately 11% of total purchases." To
the extent you are materially dependent on a limited number of suppliers or customers,
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
October 29, 2021 Page 4
FirstName LastNameMathieu Bonnet
Athena Pubco B.V.
October 29, 2021
Page 4
please disclose the material terms of the agreements and file any material agreements as
exhibits to your registration statement. Refer to Item 21 of Form F-4 and Item
601(b)(10)(ii) of Regulation S-K.
The European EV market currently benefits from the availability of rebates, scrappage schemes,
tax credits..., page 52
13.We note your disclosure discussing incentives from governments to offset and
incentivize the purchase of EVs, including that some of "these incentives may expire on a
particular date." Please specify any known expiration dates in any of the markets that you
serve, if material.
Madeleine will own a significant amount of Allego's voting stock..., page 80
14.Please revise the percentage of voting stock that Madeleine will control to include the
voting power it holds over the E8 Investor shares. Please also explain Madeleine's
business focus and why the interests of Madeleine may conflict with the interests of other
stockholders with respect to matters potentially or actually involving Allego.
Background of the Business Combination, page 104
15.We note that you considered over two hundred potential acquisition targets, had advanced
discussions with over twenty targets and presented term sheets or illustrative transactions
structures in connection with "several potential acquisitions." Please provide additional
detail on how management was introduced to the companies considered, including the
methodology by which you selected twenty potential acquisition targets and how you
ultimately pared the group to the final prospects considered. Also, provide additional
detail to describe the process utilized to evaluate the "several potential acquisitions" that
were considered by the Spartan Board and describe the information was gathered, how
and by whom it was evaluated, the negotiations which occurred, and any offers that were
made or received.
16.We note disclosure referencing third-party advisors. For example, we note that "[d]uring
the week of March 22, 2021, Spartan engaged a number of additional third-party advisors
to assist with various aspects of commercial, financial and legal due diligence." Please
clarify whether these presentations, or any other reports or presentations referred to in the
prospectus, were provided by third parties. In this regard, we note that if a report, opinion
or appraisal materially related to the transaction has been received from an outside party
and referred to in the prospectus, your disclosure must provide the information required
by Item 1015(b) of Regulation M-A with respect to such report, opinion or appraisal. In
addition, any written materials contained or used in the report, opinion or appraisal, as
well as the consent of the outside party, must be filed as exhibits to the Form F-4. Please
refer to Items 4(b) and 21(c) of Form F-4
17.Please expand the disclosure throughout this section to include a more detailed description
of the negotiations which occurred in order to establish the core terms of the business
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
October 29, 2021 Page 5
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
October 29, 2021
Page 5
combination, including changes to the pre-money enterprise value and the terms of the
private placement, Share contribution, E8 Share Issuance, net debt of Allego and the need
for additional financing, cash payments required to be made to E8 Investor and
obligations under the E8 Agreement, and the acquisition of Mega-E. Please address the
substance of the parties' multiple conversations and discussions that resulted in the
changes to the core terms, as well as any key points of disagreement and how they were
resolved. Please also identify the individuals who attended the meetings and the substance
of what was reviewed at such meetings as opposed to referring to such discussions or
materials generally.
18.We note your disclosure with regards to the pre-money enterprise value that "[t]he
valuation proposed by Spartan was based on projected financial information supplied by
Allego at a preliminary stage of Spartan’s evaluation of the potential transaction, as well
as relative trading values of comparable companies, transaction multiples and appropriate
discounts to those multiples for a new company entering the public markets at the time of
a business combination announcement." Please provide additional detail on the
comparable companies and transactions reviewed, including identifying the companies
and the transactions, as well as the underlying data for such analyses including the trading
values of comparable companies, transaction multiples and discounts that you relied upon.
Please indicate how you determined the pre-money enterprise value of Allego with such
information.
19.Please discuss the specific projected financial information considered and how it was
used in determining the valuation of Allego.
20.Please discuss the feedback received from certain potential investors in the Private
Placement and how this led to the reduction in the pre-money enterprise value of Allego.
Please also indicate whether any other investors participated in the Private Placement
aside from Madeleine and the Apollo Investor and revise to include the reasons why the
Private Placement is limited primarily to affiliated entities. Where the Private Placement is
discussed throughout the prospectus, please clearly indicate that both Madeleine and an
affiliate of the sponsor are participating. Please tell us whether any valuations or other
material information about the transaction were provided to the Private Placement
investors that has not been publicly disclosed.
21.We note your statement that the Business Combination was the result of the broad
network of contracts and corporate relationships developed by Spartan's management
team, including the industry experience of Spartan's management team and the network
and industry experience of Apollo. Please revise to discuss the track record of the sponsor
and management with SPACs, including the outcomes of the prior transactions undertaken
by the prior Spartan Acquisition SPACs.
FirstName LastNameMathieu Bonnet
Comapany NameAthena Pubco B.V.
October 29, 2021 Page 6
FirstName LastName
Mathieu Bonnet
Athena Pubco B.V.
October 29, 2021
Page 6
PIPE Financing, page 104
22.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Please also highlight the price at which shares may be issued to E8 Investor
and Madeleine and address the potential impact of such issuances such as the immediate
dilution that Spartan stockholders will experience from the pricing of these issuances.
The Spartan Board's Reasons for the Approval of the Business Combination, page 109
23.None of the factors discussed here appear to pertain to the consideration to be paid as part
of the transaction. Explain if the Board took this factor into account in recommending the
transaction.
24.Please expand your disclosure to provide additional context with regards to the following
statements:
•"The Spartan Board also noted Allego Holding's impressive growth, including its
customer growth and increase in the number of charging sites in the past several
years." In this regard, please quantify Allego's customer growth and charging sites for
the financial periods presented in your registration statement.
•"The Spartan Board noted Allego Holding’s proven ability to generate significant
returns from its owned sites (with an expected 30% or higher internal rate of return
and an approximate 4-year payback period at the site level)..." Please provide the
underlying assumptions for these calculations.
•"The Spartan Board also noted that Allego Holding is expected to achieve positive
Operational EBITDA in 2021 and has established scale versus its competitors."
Please provide additional support for this statement.
Unaudited Prospective Financial Information,
2021-10-25 - UPLOAD - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
United States securities and exchange commission logo
October 23, 2021
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed September 24, 2021
File No. 333-257521
Dear Mr. Zhang:
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. Unless we note
otherwise, our references to prior comments are to comments in our September 23, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed September 24, 2021
Cover Page
1.We note your revised disclosure and response to comment 1 and reissue the comment in
part. Please expand the discussion of recent statements and regulatory actions by China’s
government to clarify that these risks could result in a material change in the value of your
ordinary shares or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Please also revise your cover page to address (1)
how recent statements and regulatory actions by China’s government may impact the
company’s ability to accept foreign investments, or list on an U.S. or other foreign
exchange and (2) restrictions on foreign exchange, including how cash will be transferred
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
October 23, 2021 Page 2
FirstName LastNameZhe Zhang
Alpha Star Acquisition Corp
October 23, 2021
Page 2
through the post-combination organization as well as your ability to transfer cash between
entities, across borders, and to U.S. investors. Please advise us if any transfers have
occurred.
Summary, page 2
2.We note your revised disclosure in response to comment 2 and reissue the comment in
part. Revise to clearly disclose that the entity in which investors may hold their interest
may not be the entity or entities through which the company’s operations may be
conducted in China after the business combination.
3.We note your revised disclosure in response to comment 3 and reissue the comment in
part. Please revise the summary risk factors to include cross-references to the more
detailed disclosure in the prospectus.
4.We note your revised disclosure in response to comment 4 and reissue the comment in
part. Please address permissions you may be required to obtain in searching for a
target and conducting other activities such as listing abroad. In addition, please confirm
that your use of the term "operate" and "operations" includes the process of searching for
a target business and conducting such other activities. Additionally, please revise here
and the first risk factor on page 67 to clearly address the consequences to you and
investors if it is determined you should have obtained permissions or that permissions
obtained are subsequently rescinded.
5.Your summary does not appear to address comment 5. Please provide a clear description
of how cash will be transferred through the post-combination organization if you acquire a
company based in China. Please also describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors that
may apply after a business combination with a company based in China. Please also
describe any restrictions and limitations on your ability to distribute earnings from your
businesses, including subsidiaries and/or consolidated VIEs, to the parent company and
U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
6.We note your response to comment 6 and statement on page 25 that trading in your
securities may be prohibited under the Holding Foreign Companies Accountable Act.
Please specify that this may result if the PCAOB determines that it cannot inspect or fully
investigate the auditor of a company you may target for an initial business combination,
and that delisting and a prohibition on trading may result. Additionally, expand your
disclosure to address pending legislation that would shorten the relevant timeframe
leading to a prohibition on trading.
Risk Factors, page 63
7.We note your response to comment 8 but are unable to locate revised disclosure. Please
expand your risk factor disclosure to address specifically any PRC regulations concerning
mergers and acquisitions by foreign investors that your initial business combination
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
October 23, 2021 Page 3
FirstName LastName
Zhe Zhang
Alpha Star Acquisition Corp
October 23, 2021
Page 3
transaction may be subject to, including PRC regulatory reviews, which may impact your
ability to complete a business combination in the prescribed time period.
8.We note your response to comment 10 and statements on page 67 regarding the impact of
cybersecurity oversight on a post-combination basis. Please revise to also address
cybersecurity concerns and their impact on the process of searching for a target and
completing an initial business combination.
General
9.We note the revised disclosure on page 24 that unless your securities qualify as an NMS
stock under SEC Rule 3a51-1, you may not redeem public shares in an amount that would
cause net tangible assets to be less than $5,000,001. Your disclosure suggests that you
anticipate the option of having net tangible assets fall below $5,000,001. Please revise to
clarify that your net tangible assets may not decline below $5,000,001 regardless to the
trading status.
You may contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Michael Davis at 202-551-4385 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Daughney
2021-10-18 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
October 18, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
Re:
ALE Group Holding Ltd
Post-Effective Amendment No. 3 to Registration Statement on Form F-1
Filed October 1, 2021
File No. 333-239225
Dear Mr. Anderegg:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated October 14, 2021 regarding our post-effective amendment No.3 to registration statement on
F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this
response and numbered them accordingly. The post-effective amendment No.4 to the Registration Statement filed publicly accompanying this
Response Letter is referred to as the Amended Registration Statement.
Post-Effective Amendment No. 3 to Registration
Statement on Form F-1 filed October 1, 2021
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Overview, page 44
1.
We note your response to comment 3. We further note disclosure that “The ‘Company’, ‘we’, ‘us’, or ‘our’ in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section refers to ALECS, our wholly-owned subsidiary in Hong Kong, unless the context otherwise indicates.” However, in general in the prospectus it appears that you use the term “we”, “us,” and “our” in the prospectus to refer to the ALE Group Holding Limited and its subsidiaries. For consistency, please revise your Management’s Discussion and Analysis of Financial Condition and Results of Operations section to reflect you are providing information for your operating subsidiary ALECS.
Response: In response to the Staff’s comment, we revised the disclosure
in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section to clarify that the “Company”
in such section refers to ALE Group Holding Limited (“ALE”) and its subsidiaries to reflect the information applicable to
consolidated basis, unless the context otherwise indicates. Meanwhile, we refer to the operating subsidiary, ALE Corporate Services Ltd.
separately as “ALECS” in such section to reflect the information solely related to this operating subsidiary.
We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at (212) 530-2208.
Very truly yours,
/s/ Tak Ching (Anthony) Poon
Tak Ching (Anthony) Poon
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2021-10-14 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
October 14, 2021
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 3 to Registration Statement on Form F-1
Filed October 1, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your amendment 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 3 to Registration Statement on Form F-1 filed October 1, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
1.We note your response to comment 3. We further note disclosure that "The 'Company',
'we', 'us', or 'our' in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations section refers to ALECS, our wholly-owned subsidiary in Hong
Kong, unless the context otherwise indicates." However, in general in the prospectus it
appears that you use the term "we", "us," and "our" in the prospectus to refer to the ALE
Group Holding Limited and its subsidiaries. For consistency, please revise
your Management’s Discussion and Analysis of Financial Condition and Results of
Operations section to reflect you are providing information for your operating subsidiary
ALECS.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
October 14, 2021 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
October 14, 2021
Page 2
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-10-06 - CORRESP - ALLIENT INC (ALNT) (CIK 0000046129)
CORRESP
1
filename1.htm
October 6, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: Allied Motion Technologies Inc. (the “Company”)
Registration Statement on Form S-3
File No. 333-259840
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:30 PM on October 8, 2021, or as soon thereafter as is practicable.
Please contact Michael C. Donlon of Bond, Schoeneck & King,
PLLC, counsel to the Company, at (716) 416-7015, to provide notice of effectiveness, or if you have any other questions regarding this
matter.
Very truly yours,
ALLIED MOTION TECHNOLOGIES INC.
By:
/s/ Michael R. Leach
Name: Michael R. Leach
Title: Chief Financial Officer
2021-10-01 - UPLOAD - ALLIENT INC (ALNT) (CIK 0000046129)
United States securities and exchange commission logo
October 1, 2021
Richard S. Warzala
President, Chief Executive Officer and Chairman of the Board
ALLIED MOTION TECHNOLOGIES INC
495 Commerce Drive
Amherst, New York 14228
Re:ALLIED MOTION TECHNOLOGIES INC
Registration Statement on Form S-3
Filed September 28, 2021
File No. 333-259840
Dear Mr. Warzala:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Gary Guttenberg at 202 551 6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2021-09-30 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE
Group Holding Limited
Unit
1005, 10/F, Tower A, New Mandarin Plaza,
14
Science Museum Road, Tsim Sha Tsui, Hong Kong
September
30, 2021
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade and Services
100
F Street, N.E.
Mail
Stop 3561
Washington,
DC 20549
Attn:
Scott Anderegg
Re:
ALE
Group Holding Ltd
Post-Effective Amendment No. 2 to Registration Statement on Form F-1
Filed
September 1, 2021
File
No. 333-239225
Dear
Mr. Anderegg:
ALE
Group Holding Limited (the “Company”, “ALE,” “we”, “us” or
“our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”), dated September 21, 2021 regarding our post-effective amendment
No.2 to registration statement on F-1 (the “Registration Statement”). For ease of reference, we have repeated the
Commission’s comments in this response and numbered them accordingly. The post-effective amendment No.3 to the Registration Statement
filed publicly accompanying this Response Letter is referred to as the Amended Registration Statement.
Post-Effective
Amendment No. 2 to Registration Statement on Form F-1
Prospectus
Cover Page, page i
1.
We
note your response to comment 1 and your revised disclosure. Please add to the prospectus cover page a specific cross-reference to
the detailed discussion of the risks facing the company and the offering as a result of your organizational structure.
Response: In response to the Staff’s comment, we have added the specific
cross-references on page i of the Amended Registration Statement.
2.
We
note your response to comment 3 and your revised disclosure. On the prospectus cover page, where you state that “a few of our
clients are PRC individuals,” please revise this to disclose the approximate number of clients that you have in the PRC. In
this regard, we note your disclosure on page 45 that you have less than 10,000 clients based in China. Please make conforming revisions
throughout the prospectus where you use similar language to describe the number of clients you have in the PRC.
Response:
In response to the Staff’s comment, we have revised throughout the prospectus to clarify that we have three clients
who are PRC individuals.
3.
We
note your response to comment 4 and your revised disclosure. Please clearly differentiate throughout the prospectus between the entity
that is the holding company and entities that are conducting business operations.
Response: In response to Staff’s
comment, we have revised our disclosure in the Business section and added disclosures on cover page ii, pages 44 and 61 of the Amended
Registration Statement. We made such revisions based on the understanding that our operations are conducted by the subsidiaries instead
of the holding company in BVI.
Prospectus
Summary, page 1
4.
We
note your response to comment 5 and you revised disclosure. Please revise the summary of risk factors to add specific cross-references
to the more detailed discussion of the significant regulatory, liquidity, and enforcement risks. In addition, please add a summary
risk factor addressing the uncertainty as to whether you or your subsidiaries are required to obtain permission from Chinese authorities
to operate and issue these securities to foreign investors.
Response: In response to the Staff’s
comment, we revised the summary of risk factors on page 2 of the Amended Registration Statement. We respectfully advise the Staff that
we are a holding company in British Virgin Islands with all of our operation conducted by the operating entity in Hong Kong. Hong Kong
is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely,
Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent
judicial powers, including that of final adjudication under the principle of “one country, two systems”. Accordingly, as mentioned
earlier, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results
of operations. However, we also acknowledged on cover page i, pages 2, and 6 that there is no assurance that there will not be any changes
in the economic, political and legal environment in Hong Kong in the future. If there is significant change to current political arrangements
between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in PRC, including
its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept
foreign investment. In light of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot
foresee for the time being, and rules and regulations in mainland China can change quickly with little or no advance notice. The Chinese
government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in issuers likes ourselves.
5.
We
note your response to comment 6 and your revised disclosure that “[t]he draft amendment of Measures for Cybersecurity Review
remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be subject to the draft
amendment. As a result, the likelihood of us being subject to the review of the CAC is remote.” Please revise your disclosure
to explain why you believe the likelihood of you being subject to the review of the CAC is remote. Please make conforming revisions
to the risk factor disclosure.
Response: In response to Staff’s
comment, we have revised the disclosure on pages 2 and 25 of the Amended Registration Statement to clarify that based on the opinion of
Han Kun Law Offices, our PRC counsel, we do not currently expect the draft of the Measures for Cybersecurity Review for public comments,
or the Revised Draft, to have an impact on our business, operations or this offering as we do not believe that ALECS is deemed to be an
“operator of critical information infrastructure” or a “data processor” controlling personal information of no
less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) ALECS is incorporated
and operating in Hong Kong without any subsidiary or VIE structure in mainland China and the Revised Draft remains unclear whether it
shall be applied to a Hong Kong company; (ii) as of date of this prospectus, ALECS has collected and stored personal information of three
PRC individual clients, far less than one million users; and (iii) as of the date of this prospectus, ALECS has not been informed by any
PRC governmental authority of any requirement that it files for a cybersecurity review. However, there remains significant uncertainty
in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Revised Draft is adopted into law in
the future and if ALECS is deemed to be an “operator of critical information infrastructure” or a “data processor”
controlling personal information of no less than one million users, ALECS’s operation and the listing of our Ordinary Shares in
the U.S. could be subject to CAC’s cybersecurity review in the future.
2
6.
We
note your response to comment 6 and your revised disclosure concerning “Recent Regulatory Development in PRC.” Please revise
this disclosure to add cross-references to the more detailed discussion of the risks and uncertainties associated with these developments
in the risk factor section of the prospectus.
Response: In response to the Staff’s
comment, we have revised on page of the Amended Registration Statement to add cross-references to the more detailed discussion of the
risks and uncertainties associated with these developments in the risk factor section of the prospectus.
7.
We
note your response to comment 6 and your revised disclosure concerning “Recent Regulatory Development in PRC.” Please revise
your disclosure to explain why you believe you are not required to obtain regulatory approval from Chinese authorities, including
specifically the CAC, before listing in the U.S. Please make conforming revisions to the risk factor disclosure.
Response: In response to the Staff’s
comment, we included on page 6 of the Amended Registration Statement to disclose why we believe we and our operating entity are not required
to obtain regulatory approval from Chinese authorities, including specifically the CAC, before listing in the U.S.
Transfers
of Cash To and From Our Subsidiaries, page 4
8.
We
note your response to comment 7 and your revised disclosure. Please describe whether you are subject to any restrictions on foreign
exchange. In doing so, please address your ability to transfer cash between entities, across borders, and to U.S. investors. Please
also describe any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries,
to the parent company and U.S.
Response: In response to the Staff’s
comment, we included on page 4 of the Amended Registration Statement to clarify that we do not subject to restrictions on the foreign
exchange.
We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/
Tak Ching (Anthony) Poon
Tak Ching (Anthony) Poon
CEO
cc:
Joan Wu
Hunter Taubman Fischer &
Li LLC
3
2021-09-29 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
filename1.htm
Brian C. Daughney, Esq.
BDaughney@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, NY 10006
September 28, 2021
Via EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attention:
Mr. Peter McPhun,
Ms. Shannon Menjivar
Re: Alpha Star Acquisition Corp
Amendment No. 2 to Registration Statement on
Form S-1
Filed September 24, 2021 File No. 333-257521
Ladies and Gentlemen:
We are in receipt of Staff’s comments on
September 23, 2021 regarding Alpha Star Acquisition Corp.’s (“Alpha” or the “Company”) Registration Statement
on Form S-1. We filed an amendment to the S-1 on Friday, September 24, 2021.
We have made significant disclosure changes and
added risk factors (including within the summary risk factors) to address the PRC issues raised by Staff. Also, we have modified some
of the Rule 419 and penny stock disclosures. The Rule 419 changes have been made as a result of recent Staff comments with respect to
temporary and permanent equity accounting treatment. As Alpha will be listing on the Nasdaq Global Market, it will qualify as a NMS Stock
under Rule 419.
For your convenience, we have repeated Staff’s
comments, followed by our responses:
Amendment No. 1 to Registration Statement on Form S-1 filed on August
19, 2021 Cover Page
1. We note that a majority of your executive officers and/or directors
are located in or have significant ties to China/Hong Kong, and you may identify and submit for shareholder
approval a business combination with a target business located or based in China. Please disclose this prominently on the prospectus
cover page. Your disclosure also should describe the legal and operational risks associated with being based in or acquiring a company
that does business in China. Your disclosure should make clear whether these risks could result in a material change in your or the target
company’s post-combination operations and/or the value of your ordinary shares or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as
those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s
ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.
Response:
We
have substantially revised the Registration Statement to address Staff’s PRC related comments. In response to comment 1, we refer
you to the new disclosure on the cover page, which discusses the ties to the PRC and the issues related to VIE structures and potential
PRC governmental actions. We have also added several risks factors. We refer to Staff to the Risk Factors set forth at pages 63 to 67
under the sub heading entitled “Risks Related to Acquiring or Operating Businesses in the PRC.”.
Summary, page 1
2. We note the discussion of variable interest entities on page 47. Given that you may be seeking to acquire a company that uses or may
use a variable interest entity structure to conduct China-based operations, please describe what that organizational structure would entail.
Please include this disclosure in your summary and expand it in both the summary and on page 47 to explain that the entity in which investors
may hold their interest may not be the entity or entities through which the company’s operations may be conducted in China after
the business combination. Discuss how this type of corporate structure may affect investors and the value of their investment, including
how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs
to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of a holding company with respect
to its contractual arrangements with a VIE, its founders, and owners, and the challenges the company may face enforcing these contractual
agreements due to uncertainties under Chinese law and jurisdictional limits.
Response:
As Staff is aware, we are a SPAC, and therefore
certain issues raised by Staff may not occur, and may only occur if Alpha were only to occur if Alpha were to undertake a business combination
with a PRC based entity. In certain portions of the added disclosure, we have written the material in the potential future tense.
As noted above in Response to comment 1, we have
expanded the disclosure throughout the registration statement, including adding risk factors related to Staff’s comments related
to PRC issues.
We have also included disclosure in the summary
section disclosure in response to Staff’s comment. See page 2. See also page 18.
3. We note the fifth bullet point on page 28 regarding actions
by the government of China. Please revise your summary of risk factors to disclose the risks that being based in or acquiring a company
whose corporate structure or whose operations in China poses to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of your ordinary shares. Acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Response
As stated above, we have substantially modified
the filing to include numerous risks related to possible completion of a business combination with a PRC based entity. See cover page,
Summary at page 2 and 24 and the risk factors at pages 63 to 67 under the sub heading entitled “Risks Related to Acquiring or
Operating Businesses in the PRC.”
2
4. In your summary, please disclose each permission that you are required to obtain from Chinese authorities to operate and issue these
securities to foreign investors. State affirmatively whether you have received all requisite permissions and whether any permissions have
been denied.
Response
See
pages 24 and 25 of the Summary section. Additionally, see pages 63 to 67. We note that Alpha is presently a Cayman Island entity. We have
included numerous risk factors for completing a business combination outside of the United States starting a page 67. We include a statement
at page 24 that we are not currently required to obtain any PRC permissions for listing our securities in the United States or the IPO.
We also discuss the issues involved at page 64 under the titled risk factor “Recent regulatory actions by the government
of the People’s Republic of China with respect to foreign capital efforts and activities, including Business Combinations with offshore
shell companies such as SPACS, may adversely impact our ability to consummate a business combination with a China based entity or business,
or materially impact the value of our securities following any such business combination.”
5. In your summary, please provide a clear description of how cash
will be transferred through the post-combination organization if you acquire a company based in China. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S. investors that may apply after a business combination
with a company based in China. Describe any restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed
under the VIE agreements.
Response
As we are a spac and have no operations in the
PRC and no affiliates or subsidiaries with operations or revenue, we respectfully submit that this comment is more appropriate to disclosure
in connection with a business combination merger proxy. Alpha may never undertake a business combination with a PRC entity.
6. We note the reference on page 47 to the U.S. Holding Foreign Companies Accountable Act and potential delisting of the operating company.
In your summary, please disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act
if the PCAOB determines that it cannot inspect or fully investigate the auditor of a company you may target for an initial business combination,
and that as a result an exchange may determine to delist your securities.
Response
We have included the requested disclosure at page
25 of the Summary section.
Risk Factors, page 46
7. We note the discussion on page 48 regarding PRC laws and regulations
and the use of a variable interest entity. To the extent that you may acquire a company that uses or may use a VIE structure to conduct
China-based operations, please revise your risk factors to acknowledge that if the PRC government determines that the contractual arrangements
constituting part of your VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently
in the future, your shares may decline in value or be worthless if you are unable to assert your contractual control rights over the
assets of your PRC subsidiaries that may conduct all or substantially all of your operations.
Response
We have substantially modified disclosure regarding
VIE arrangements and potentials risks, including those included in staff’s comments. See “The VIE structure may expose
us to additional PRC legal issues and adversely affect control over future operations” and “If the PRC government
determines that the contractual arrangements constituting part of any future VIE structure do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of
our VIEs, and our Ordinary Shares may decline in value or become worthless” at page 65.
3
8. Please expand your risk factor disclosure to address specifically any PRC regulations concerning mergers and acquisitions by foreign
investors that your initial business combination transaction may be subject to, including PRC regulatory reviews, which may impact your
ability to complete a business combination in the prescribed time period.
Response
Please
see page 64 “Recent regulatory actions by the government of the People’s Republic of China with respect to foreign
capital efforts and activities, including Business Combinations with offshore shell companies such as SPACS, may adversely impact our
ability to consummate a business combination with a China based entity or business, or materially impact the value of our securities following
any such business combination” in response to Staff’s comment.
9. Given the Chinese government’s significant oversight and
discretion over the conduct of the business of any China-based company that you may target for an initial business combination, please
revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of your common stock. Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response
In response to Staff’s comment we have included
the following risk factors “The Chinese government has exercised and continues to exercise substantial control over virtually
every sector of the Chinese economy through regulation and state ownership”, ”If the PRC government determines
that the contractual arrangements constituting part of any future VIE structure do not comply with PRC regulations, or if these regulations
change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of our VIEs, and
our Ordinary Shares may decline in value or become worthless” at pages 64 and 65.
We have also included these statements in the forepart
of the Summary section: If we were to complete a business combination with a PRC or Hong Kong entity, we could be subject to certain legal
and operational risks associated with having the majority of post business combination operations in China. PRC laws and regulations governing
PRC based business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations
of any post business combination VIEs, significant depreciation of the value of our Ordinary Shares, or a complete hindrance of our ability
to offer, or continue to offer, our securities to investors, including investors in the United States. Recently, the PRC government adopted
a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking
down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding
the efforts in anti-monopoly enforcement. These recently enacted measures, and new measures which may be implemented, could materially
and adversely affect the operations of any post business combination company which we may acquire as our initial business combination.”.
4
10. We note the reference on page 48 to various laws and regulations,
including those relating to cyber security. In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain
how this oversight could impact the process of searching for a target and completing an initial business combination, and/or your business
on a post-combination basis.
Response:
We have amended the filing to include disclosure
requested by Staff. See page 67.
We hope this response has addressed all of the Staff’s concerns
relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our outside
securities counsel Bill Huo, Esq. or Brian C. Daughney, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com or bdaughney@beckerlawyers.com.
Sincerely,
/s/ Brian C. Daughney
Brian C. Daughney
5
2021-09-24 - UPLOAD - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
United States securities and exchange commission logo
September 23, 2021
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed August 19, 2021
File No. 333-257521
Dear Mr. Zhang:
We have limited our review of your registration statement to those issues we have
addressed in our 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. 1 to Registration Statement on Form S-1 filed on August 19, 2021
Cover Page
1.We note that a majority of your executive officers and/or directors are located in or have
significant ties to China/Hong Kong, and you may identify and submit for
shareholder approval a business combination with a target business located or based in
China. Please disclose this prominently on the prospectus cover page. Your disclosure
also should describe the legal and operational risks associated with being based in or
acquiring a company that does business in China. Your disclosure should make clear
whether these risks could result in a material change in your or the target company’s post-
combination operations and/or the value of your ordinary shares or could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Your
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
September 23, 2021 Page 2
FirstName LastNameZhe Zhang
Alpha Star Acquisition Corp
September 23, 2021
Page 2
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Summary, page 1
2.We note the discussion of variable interest entities on page 47. Given that you may be
seeking to acquire a company that uses or may use a variable interest entity structure to
conduct China-based operations, please describe what that organizational structure would
entail. Please include this disclosure in your summary and expand it in both the summary
and on page 47 to explain that the entity in which investors may hold their interest may
not be the entity or entities through which the company’s operations may be conducted in
China after the business combination. Discuss how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of a holding company with respect to its contractual
arrangements with a VIE, its founders, and owners, and the challenges the company may
face enforcing these contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
3.We note the fifth bullet point on page 28 regarding actions by the government of China.
Please revise your summary of risk factors to disclose the risks that being based in or
acquiring a company whose corporate structure or whose operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ordinary shares. Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
4.In your summary, please disclose each permission that you are required to obtain from
Chinese authorities to operate and issue these securities to foreign investors. State
affirmatively whether you have received all requisite permissions and whether any
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
September 23, 2021 Page 3
FirstName LastNameZhe Zhang
Alpha Star Acquisition Corp
September 23, 2021
Page 3
permissions have been denied.
5.In your summary, please provide a clear description of how cash will be transferred
through the post-combination organization if you acquire a company based in China.
Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors that may apply after a business combination
with a company based in China. Describe any restrictions and limitations on your ability
to distribute earnings from your businesses, including subsidiaries and/or consolidated
VIEs, to the parent company and U.S. investors as well as the ability to settle amounts
owed under the VIE agreements.
6.We note the reference on page 47 to the U.S. Holding Foreign Companies Accountable
Act and potential delisting of the operating company. In your summary, please disclose
that trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or fully investigate the
auditor of a company you may target for an initial business combination, and that as a
result an exchange may determine to delist your securities.
Risk Factors, page 46
7.We note the discussion on page 48 regarding PRC laws and regulations and the use of a
variable interest entity. To the extent that you may acquire a company that uses or may
use a VIE structure to conduct China-based operations, please revise your risk factors to
acknowledge that if the PRC government determines that the contractual arrangements
constituting part of your VIE structure do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future, your shares may decline in
value or be worthless if you are unable to assert your contractual control rights over the
assets of your PRC subsidiaries that may conduct all or substantially all of your
operations.
8.Please expand your risk factor disclosure to address specifically any PRC regulations
concerning mergers and acquisitions by foreign investors that your initial business
combination transaction may be subject to, including PRC regulatory reviews, which may
impact your ability to complete a business combination in the prescribed time period.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
the business of any China-based company that you may target for an initial business
combination, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
September 23, 2021 Page 4
FirstName LastName
Zhe Zhang
Alpha Star Acquisition Corp
September 23, 2021
Page 4
10.We note the reference on page 48 to various laws and regulations, including those relating
to cyber security. In light of recent events indicating greater oversight by the Cyberspace
Administration of China over data security, particularly for companies seeking to list on a
foreign exchange, please revise your disclosure to explain how this oversight could impact
the process of searching for a target and completing an initial business combination,
and/or your business on a post-combination basis.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related matters.
Please contact Michael Davis at 202-551-4385 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Daughney
2021-09-21 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
September 21, 2021
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 2 to Registration Statement on Form F-1
Filed September 1, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 2 to Registration Statement on Form F-1
Prospectus Cover, page i
1.We note your response to comment 1 and your revised disclosure. Please add to the
prospectus cover page a specific cross-reference to the detailed discussion of the risks
facing the company and the offering as a result of your organizational structure.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
September 21, 2021 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
September 21, 2021
Page 2
2.We note your response to comment 3 and your revised disclosure. On the prospectus
cover page, where you state that "a few of our clients are PRC individuals," please revise
this to disclose the approximate number of clients that you have in the PRC. In this
regard, we note your disclosure on page 45 that you have less than 10,000 clients based in
China. Please make conforming revisions throughout the prospectus where you use
similar language to describe the number of clients you have in the PRC.
3.We note your response to comment 4 and your revised disclosure. Please clearly
differentiate throughout the prospectus between the entity that is the holding company and
entities that are conducting business operations.
Prospectus Summary, page 1
4.We note your response to comment 5 and you revised disclosure. Please revise
the summary of risk factors to add specific cross-references to the more detailed
discussion of the significant regulatory, liquidity, and enforcement risks. In addition,
please add a summary risk factor addressing the uncertainty as to whether you or your
subsidiaries are required to obtain permission from Chinese authorities to operate and
issue these securities to foreign investors.
5.We note your response to comment 6 and your revised disclosure that "[t]he draft
amendment of Measures for Cybersecurity Review remains unclear whether a Hong Kong
company which collects personal information from PRC individuals shall be subject to the
draft amendment. As a result, the likelihood of us being subject to the review of the CAC
is remote." Please revise your disclosure to explain why you believe the likelihood of you
being subject to the review of the CAC is remote. Please make conforming revisions to
the risk factor disclosure.
6.We note your response to comment 6 and your revised disclosure concerning "Recent
Regulatory Development in PRC." Please revise this disclosure to add cross-references to
the more detailed discussion of the risks and uncertainties associated with these
developments in the risk factor section of the prospectus.
7.We note your response to comment 6 and your revised disclosure concerning "Recent
Regulatory Development in PRC." Please revise your disclosure to explain why you
believe you are not required to obtain regulatory approval from Chinese authorities,
including specifically the CAC, before listing in the U.S. Please make conforming
revisions to the risk factor disclosure.
Transfers of Cash To and From Our Subsidiaries, page 4
8.We note your response to comment 7 and your revised disclosure. Please describe
whether you are subject to any restrictions on foreign exchange. In doing so, please
address your ability to transfer cash between entities, across borders, and to U.S.
investors. Please also describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries, to the parent company and U.S.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
September 21, 2021 Page 3
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
September 21, 2021
Page 3
investors. Please make conforming revisions to your risk factor and regulatory
disclosures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-09-01 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
September 1, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Scott Anderegg
Re:
ALE Group Holding Ltd
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed July 28, 2021
File No. 333-239225
Dear Mr. Anderegg:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated August 19, 2021 regarding our post-effective amendment No.1 to registration statement on
F-1 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this
response and numbered them accordingly. The post-effective amendment No.2 to the Registration Statement filed publicly accompanying this
Response Letter is referred to as the Amended Registration Statement.
Registration Statement on Form F-1
Prospectus Cover Page, page i
1. We note your disclosure you have applied for approval to list your ordinary shares on the Nasdaq Capital
Market. Please disclose whether your offering is contingent on getting a Nasdaq listing. We also note your disclosure that "[p]rior
to this Offering, there has been no public market for Ordinary Shares." Please disclose whether any shares have been sold in the
best efforts offering originally registered on this Form F-1 and whether your securities were quoted or otherwise traded on any market,
including any OTC markets.
Response: In response to the Staff’s
comment, we have disclosed on page i of the Amended Registration Statement that our offering is contingent on the approval of listing
of our ordinary shares on the Nasdaq Capital Market. We also disclosed on page i that none of the ordinary shares has been sold in the
best efforts offering originally registered on this Form F-1, and that our ordinary shares have not been quoted or otherwise traded on
any market, including any OTC markets.
2. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company
but a BVI holding company with operations conducted by your subsidiaries and that this structure involves unique risks to investors. Please
disclose that investors may never directly hold equity interests in your operating company. Your disclosure should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or value of
your ordinary shares, including that it could cause the value of such securities to significantly decline or become worthless. Provide
a cross-reference to your detailed discussion of risks facing the company and the offering as a result of this structure.
Response: We respectfully advise the Staff
that, different from other China-based issuers whose operations were conducted through variable interest entities, or “VIEs”,
we are not a Chinese operating company, nor do we have any subsidiary, VIE or operation in China. We primarily conduct business activities
through our operating subsidiary in Hong Kong, ALE Corporate Services Ltd., or, ALECS, in which we have direct equity ownership. We have
made such clarification on page i of the Amended Registration Statement. In terms of financial significance, we generate substantially
all of our revenue from ALECS in Hong Kong. As of the date of this response letter, we have fewer than 10,000 clients who are based in
China.
1
While we are planning to expand our business in
China, we can set up wholly-owned subsidiaries in China for such purpose, instead of establishing a VIE structure to control the entities
in China via contractual arrangements under the current PRC rules and regulations.
As a result, in the event that the Chinese government
significantly limits or prohibits the use of the VIE structure, we do not expect a material adverse impact to our current corporate structure,
operation, long-term business prospects and/or value of our ordinary shares.
3.
Please provide prominent disclosure about the legal and operational risks associated with being based in Hong Kong and having all of the company’s operations to date in China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your ordinary shares or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.
Response: In response to Staff’s
comment, we have revised the disclosure on page i of the Amended Registration Statement to clarify that that our operating subsidiary
is based in Hong Kong and substantially all of our operations and revenues are generated in Hong Kong, while some of the operating subsidiary’s
clients are PRC individuals. We have also disclosed on page i of the Amended Registration Statement about the legal and operational risks
associated with being based in Hong Kong and having clients based in China. We also referenced the recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns.
4. Please clearly disclose how you will refer to the holding company and subsidiaries when providing the
disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. Please disclose clearly the entity (including the domicile) in which investors are
purchasing their interest.
Response: In response to Staff’s
comment, we have disclosed on page ii of the Amended Registration Statement that “we”, “us”, or the “Company”
in the prospectus refers to the holding company, its wholly owned subsidiary in British Virgin Islands (“BVI”), ALE
(BVI) Limited (“BVI Sub”), and BVI Sub’s wholly owned subsidiary in Hong Kong, ALECS, unless the context otherwise
indicates and that in the context of describing our business, operations and consolidated financial information, “we”, “us”,
the “Company” or “ALE” refers to ALECS We also clarified that the investors are purchasing their interest in ALE
Group Holding Limited, the BVI entity.
Prospectus Summary, page 1
5.
In your summary of risk factors, please disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your ordinary shares. Please acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response: In response to Staff’s
comment, we have revised the disclosure on pages 1 to 3 of the Amended Registration Statement to clarify that our operating subsidiary
is based in Hong Kong and substantially all of our operations and revenues are generated in Hong Kong, while some of the operating subsidiary’s
clients are PRC individuals. However, we also added in the disclosure on page 2 of the Amended Registration Statement that we are subject
to the unique risks associated with being based in Hong Kong and having clients in China.
2
6. Please disclose each permission that you or your subsidiaries are required to obtain from Chinese authorities
to operate and issue these securities to foreign investors. State whether you or your subsidiaries are covered by permissions requirements
from the CSRC, CAC or any other entity that is required to approve your operations, and state affirmatively whether you have received
all requisite permissions and whether any permissions have been denied.
Response: In response to the Staff’s
comment, we have revised on page 6 of the Amended Registration Statement to disclose that we are currently not required to obtain permission
from any of the PRC authorities to operate and issue our ordinary shares to foreign investors. In addition, we and our subsidiaries are
not required to obtain permission or approval from the PRC authorities including CSRC and the CAC, for our subsidiaries’ operation,
nor have we or our subsidiaries received any denial for our subsidiaries’ operation. We also note that our response to this Comment
No.6 is subject to the uncertainty of different interpretation and implementation of the rules and regulations in the PRC that could be
potentially adverse to us, which may take place quickly with little advance notice.
7. Please provide a clear description of how cash is transferred through your organization. Quantify any
cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and direction of transfer.
Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe
any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company
and U.S. investors.
Response: In response to the Staff’s
comment, we included on page 4 of the Amended Registration Statement to disclose that how cash is transferred through our organization.
We also clarified that we have only distributed dividends to our shareholders on April 1, 2020, for a total amount of HKD3,045,558 (US$391,732),
and on May 17, 2019, for a total amount of HKD1,700,000 (US$219,318) was paid in full to its shareholders on July 9, 2019. Other than
these, we have not declared or paid any cash dividends on our capital shares. We intend to keep any future earnings to re-invest in and
finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.
8. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to
delist your securities. If the PCAOB has been or is currently unable to inspect your auditor, revise your disclosure to so state.
Response: In response to the Staff’s
comment, we included on pages 3 and 29 of the Amended Registration Statement to disclose that our ordinary shares may be prohibited to
trade on a national exchange as a result of a prohibition under the Holding Foreign Companies Accountable Act. Our auditor, Friedman LLP,
is currently subject to PCAOB inspections and PCAOB is able to inspect our auditor.
Risk Factors, page 9
9. Given the Chinese government’s significant oversight and discretion over the conduct of your
business, please revise to separately highlight the risk that the Chinese government may intervene or influence your operations at any
time, which could result in a material change in your operations and/or the value of your ordinary shares. Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response: In response to the Staff’s
comment, we revised our disclosure on pages 2, 24 and 28 of the Amended Registration Statement to separately highlight the risk that the
Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or
the value of our ordinary shares and to acknowledge the risk that Chinese government’s recent actions which indicated an intent
to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and cause the value
of our ordinary shares to significantly decline or be worthless.
3
10. In light of recent events indicating greater oversight by the Cyberspace Administration of China over
data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight
impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
Response: In response to the Staff’s
comment, we revised our disclosure on pages 6 and 25 of the Amended Registration Statement to clarify that we believe the draft amendment
to the Rules on Cybersecurity Review, or the Draft Amendment, issued by the Cyberspace Administration of China, or the CAC in July 2021
does not have material impact on our business and this offering, and that we are in compliance with the regulations and policies that
have been issued by the CAC.
In July 2021, the CAC and other related authorities
released the Draft Amendment for public comments, which among others, proposes that (i) Data processors which carry out data processing
activities (including the collection, storage, use, processing, transmission, provision, disclosure, etc. of data)1 are also
within the regulatory scope of the CAC; and (ii) toperators (including both “operators of critical information infrastructure”
and “data processors”) holding more than one million users’ individual information (which is to be further specified)
and seeking a listing outside of China shall file for cybersecurity review with the Cybersecurity Review Office.
We, through our operating subsidiary in Hong Kong,
provide corporate financial consulting services to our clients, which do not involve operation of critical information infrastructure.
However, ALECS may collect and store certain data (including certain personal information) from cli
2021-08-19 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
August 19, 2021
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed July 28, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed July 28, 2021
Prospectus Cover Page, page i
1.We note your disclosure you have applied for approval to list your ordinary shares on the
Nasdaq Capital Market. Please disclose whether your offering is contingent on getting a
Nasdaq listing. We also note your disclosure that "[p]rior to this Offering, there has been
no public market for Ordinary Shares." Please disclose whether any shares have been sold
in the best efforts offering originally registered on this Form F-1 and whether your
securities were quoted or otherwise traded on any market, including any OTC markets.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
August 19, 2021 Page 2
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
August 19, 2021
Page 2
2.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a BVI holding company with operations conducted by your
subsidiaries and that this structure involves unique risks to investors. Please disclose that
investors may never directly hold equity interests in your operating company. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or value
of your ordinary shares, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
3.Please provide prominent disclosure about the legal and operational risks associated with
being based in Hong Kong and having all of the company’s operations to date in China
and Hong Kong. Your disclosure should make clear whether these risks could result in a
material change in your operations and/or the value of your ordinary shares or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
4.Please clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Please disclose clearly the entity (including the domicile) in which
investors are purchasing their interest.
Prospectus Summary, page 1
5.In your summary of risk factors, please disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ordinary shares. Please acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
August 19, 2021 Page 3
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
August 19, 2021
Page 3
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
6.Please disclose each permission that you or your subsidiaries are required to obtain from
Chinese authorities to operate and issue these securities to foreign investors. State
whether you or your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Please provide a clear description of how cash is transferred through your organization.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries, to the parent company and U.S.
investors.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state
Risk Factors, page 9
9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
FirstName LastNameTak Ching Poon
Comapany NameALE Group Holding Ltd
August 19, 2021 Page 4
FirstName LastName
Tak Ching Poon
ALE Group Holding Ltd
August 19, 2021
Page 4
General
11.We note that this post-effective amendment amends a registration statement on Form F-1
that went effective on December 28, 2020 and registered the offer and sale by the
registrant of 2,880,000 ordinary shares. This amendment discloses that it is registering a
total of 6,920,000 ordinary shares. Assuming that none of the original 2,880,000 shares
were sold, and taking into account the 2 for 1 forward split of your shares, it appears that
you are attempting to increase the number of shares covered by this registration statement
A registrant cannot register additional securities by means of a post-effective
amendment. Please refer to Securities Act Rule 413(a) and Securities Act Rules
Compliance and Disclosure Interpretation 210.01. Please remove these additional
securities from your post-effective amendment. Any new offering of securities would
need to be covered by a new registration statement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-08-19 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP 1 filename1.htm CORRESP Alight, Inc. 4 Overlook Point Lincolnshire, IL 60069 August 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Donald Field Re: Alight, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-258350 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alight, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 2:00 p.m., Eastern Time, on August 23, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective. Please contact Joshua N. Korff, P.C., of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4943, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter. Sincerely, /s/ Stephan D. Scholl Stephan D. Scholl Chief Executive Officer
2021-08-18 - CORRESP - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
CORRESP
1
filename1.htm
August 18,
2021
VIA EDGAR
United States Securities & Exchange
Commission
Division of Corporation Finance
Office of Real Estate & Construction
450 Fifth Street N.W.
Washington, DC 20549
Attention: Mr.
Peter McPhun,
Ms. Shannon
Menjivar
Re: Alpha
Star Acquisition Corp.
Registration
Statement on Form S-1
Filed June 29,
2021
File No. 333-257521
To the Reviewing Staff Members of the Commission:
We are in receipt of Staff’s comments on
July 21, 2021 regarding Alpha Star Acquisition Corp.’s application to list the Company’s common stock on The Nasdaq Capital
Market. As requested by the Staff, we have provided responses to the questions raised by the Staff. For your convenience, the summarized
matters are listed below, followed by our responses:
1. Please revise to present the dilution calculations assuming
with and without the exercise of the underwriters' over-allotment option in full.
RESPONSE:
With respect to the Commission Staff’s comment Number 1, the dilution table has been expanded to present dilution calculation
assuming with and without the exercise of the underwriters’ over allotment option in full.
2. We note that you are offering 10,000,000
shares as part of your initial public offering of units, but only show 9,301,909 ordinary shares subject to possible redemption in your
Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable
for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price
on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely
within the control of the holder, in concluding that all 10,000,000 shares were not required to be presented outside of permanent equity
and part of shares subject to possible redemption.
RESPONSE:
We have reviewed the accounting treatment of our ordinary shares in light of Staff’s comment. In Article 36.5 of
our amended and restated memorandum and articles of association it states that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we
are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher
net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. Due to the abovementioned
restriction on the possible redemption, we originally believe it is appropriate to present 9,301,909 of the offering shares as permanent
equity on the balance sheet. We determined that number based upon a function of the need to have $5,000,001 in value of the ordinary shares
not redeemable and payment of offering expenses and amount to be held in trust.
All of the 10,000,000 ordinary shares sold
as part of the units in the initial public offering contain a redemption feature which allows for the redemption of such public shares
in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in
connection with certain amendments to our amended and restated certificate of incorporation. After further consideration of the guidance
in ASC 480-10-S99-3A, we determined it is appropriate to classify all IPO redeemable shares outside of permanent equity. The capitalization
table on page 73 has been revised to present all of the 10,000,000 ordinary shares as subject to redemption.
We hope this response has
addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information
contained herein, please contact our outside securities counsel Bill Huo, Esq. or Brian C. Doughney, Esq. of Becker &
Poliakoff LLP at bhuo@beckerlawyers.com or bdaughney@beckerlawyers.com.
Very truly yours,
By: /s/ Zhe Zhang
Name: Zhe Zhang
Title: Chief Executive Officer
2021-08-18 - UPLOAD - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
United States securities and exchange commission logo
August 18, 2021
Stephan D. Scholl
Chief Executive Officer
Alight, Inc.
4 Overlook Point
Lincolnshire, IL 60069
Re:Alight, Inc.
Registration Statement on Form S-1
Filed August 2, 2021
File No. 333-258350
Dear Mr. Scholl:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-07-22 - UPLOAD - Alpha Star Acquisition Corp (ALSA, ALSAR, ALSAU, ALSAW) (CIK 0001865111)
United States securities and exchange commission logo
July 21, 2021
Zhe Zhang
Chief Executive Officer
Alpha Star Acquisition Corp
80 Broad Street, 5th Floor
New York, NY 10004
Re:Alpha Star Acquisition Corp
Registration Statement on Form S-1
Filed June 29, 2021
File No. 333-257521
Dear Mr. Zhang:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed June 29, 2021
Dilution, page 70
1. Please revise to present the dilution calculations assuming with and without the exercise
of the underwriters' over-allotment option in full.
Capitalization , page 72
2.We note that you are offering 10,000,000 shares as part of your initial public offering of
units, but only show 9,301,909 ordinary shares subject to possible redemption in your
Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-
3A, which requires securities that are redeemable for cash or other assets to be classified
outside of permanent equity if they are redeemable (1) at a fixed or determinable price on
FirstName LastNameZhe Zhang
Comapany NameAlpha Star Acquisition Corp
July 21, 2021 Page 2
FirstName LastName
Zhe Zhang
Alpha Star Acquisition Corp
July 21, 2021
Page 2
a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of
an event that is not solely within the control of the holder, in concluding that all
10,000,000 shares were not required to be presented outside of permanent equity and part
of shares subject to possible redemption.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related matters.
Please contact Michael Davis at 202-551-4385 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Brian Daughney
2021-07-07 - UPLOAD - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
United States securities and exchange commission logo
July 7, 2021
John Kao
Chief Executive Officer
Alignment Healthcare, Inc.
1100 W. Town and Country Road
Suite 1600
Orange, California 92868
Re:Alignment Healthcare, Inc.
Draft Registration Statement on Form S-1
Submitted July 1, 2021
File No. 377-05125
Dear Mr. Kao:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-07-01 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis July 1, 2021 United States Securities and Exchange Commission Division of Corporation Finance Attn: Katherine Wray, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions, Inc. Registration Statement on Form S-1/A Filed June 22, 2021 File No. 333-256386 Ladies and Gentlemen: The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on July 6, 2021, at 1:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable. In connection with this request, the Registrant acknowledges that: ·should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; ·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and ·the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, APPlife Digital Solutions, Inc. /s/ Matthew Reid Matthew Reid Chief Executive Officer
2021-06-22 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis June 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance Attn: Katherine Wray, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 14, 2021 File No. 333-256386 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated June 20, 2021 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Amendment No. 1 to Form S-1 field June 14, 2021 Signatures, page 37 3. We note that you have revies your filing as requested to caption Mr. Reid’s signature to the registration statement in his personal capacity as principal financial officer, in addition to other positions. Please also ensure that your filing is signed by him or another officer in their capacity as your principal accounting officer. Refer to Instructions 1 and 2 to the Signatures section of Form S-1. Response: We have revised as instructed and have including principal accounting officer to Mr. Reid’s signature line. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2021-06-21 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
United States securities and exchange commission logo
June 20, 2021
Matt Reid
Principal Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Amendment No. 1 to Registration Statement on Form S-1
Filed June 14, 2021
File No. 333-256386
Dear Mr. Reid:
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. 1 to Form S-1 filed June 14, 2021
Signatures, page 37
1.We note that you have revised your filing as requested to caption Mr. Reid's signature to
the registration statement in his personal capacity as principal financial officer, in addition
to other of his positions. Please also ensure that your filing is signed by him or another
officer in their capacity as your principal accounting officer. Refer to Instructions 1 and 2
to the Signatures section of Form S-1.
You may contact Katherine Wray, Staff Attorney, at (202) 551-3483 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 if you have any questions.
FirstName LastNameMatt Reid
Comapany NameAPPlife Digital Solutions Inc
June 20, 2021 Page 2
FirstName LastName
Matt Reid
APPlife Digital Solutions Inc
June 20, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2021-06-10 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis June 10, 2021 United States Securities and Exchange Commission Division of Corporation Finance Attn: Katherine Wray, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Registration Statement on Form S-1 Filed May 21, 2021 File No. 333-256386 Ladies and Gentlemen: APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated June 3, 2021 (the “Comment Letter”), relating to the above-referenced filing. In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses: Registration Statement on Form S-1 Filed May 21, 2021 General 1. It appears that you are offering common stock on a continuous basis under Rule 415(a)(1)(ix) of Regulation C. Disclosure in the filing regarding the price at which you will offer the common stock is unclear. For example, you provide an anticipated price range per share on the prospectus cover page; you include blanks for a fixed price per share on pages 6 and 15; and you refer to an “assumed initial offering price” on page 15. Since you are not eligible to conduct an at-the-market offering in reliance on Rule 415(a)(1)(x), please revise to include a fixed price at which you will offer the shares for the duration of the offering. Response: We have revised as instructed and included a fixed offering price of $0.10 per share. Executive Compensation, page 26 2. Disclosure on pages 10 and 26 refers to Matt Reid as your sole officer and director, but your management disclosure on page 24 identifies another officer and four other directors of the company. Please revise as necessary to reconcile these inconsistencies, and confirm that disclosures throughout your filing, including in the Executive Compensation and Related Party Transactions sections, cover all applicable executive officers and directors. Response: We have revised to reconcile these inconsistencies. Signatures, page 34 3. We note from your management disclosure on page 24 that Mr. Reid serves as your Chief Financial Officer. Accordingly, please revise his signature to the registration statement in his individual capacity to reflect that he is signing as your principal financial officer. See Instructions 1 and 2 to the Signatures section of Form S-1. Response: We have revised as instructed. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matthew Reid CEO, CFO, President, Secretary and Director
2021-06-03 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
United States securities and exchange commission logo
June 3, 2021
Matt Reid
Principal Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed May 21, 2021
File No. 333-256386
Dear Mr. Reid:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 Filed May 21, 2021
General
1.It appears that you are offering common stock on a continuous basis under Rule
415(a)(1)(ix) of Regulation C. Disclosure in the filing regarding the price at which you
will offer the common stock is unclear. For example, you provide an anticipated price
range per share on the prospectus cover page; you include blanks for a fixed price per
share on pages 6 and 15; and you refer to an “assumed initial offering price” on page 15.
Since you are not eligible to conduct an at-the-market offering in reliance on Rule
415(a)(1)(x), please revise to include a fixed price at which you will offer the shares for
the duration of the offering.
FirstName LastNameMatt Reid
Comapany NameAPPlife Digital Solutions Inc
June 3, 2021 Page 2
FirstName LastName
Matt Reid
APPlife Digital Solutions Inc
June 3, 2021
Page 2
Executive Compensation, page 26
2.Disclosure on pages 10 and 26 refers to Matt Reid as your sole officer and director, but
your management disclosure on page 24 identifies another officer and four other directors
of the company. Please revise as necessary to reconcile these inconsistencies, and confirm
that disclosures throughout your filing, including in the Executive Compensation and
Related Party Transactions sections, cover all applicable executive officers and directors.
Signatures, page 34
3.We note from your management disclosure on page 24 that Mr. Reid serves as your Chief
Financial Officer. Accordingly, please revise his signature to the registration statement in
his individual capacity to reflect that he is signing as your principal financial officer. See
Instructions 1 and 2 to the Signatures section of Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2021-04-29 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
ALFI, INC.
April 29, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Mitchell Austin
Re:
Alfi, Inc. (the “Company”)
Registration Statement on Form S-1
(File No. 333-251959) (the “Registration Statement”)
Dear Mr. Austin,
The Company hereby requests the withdrawal of
the Company’s request for acceleration of effectiveness to become effective as of 5:00 p.m. on Thursday, April 29, 2021, and further
requests pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. on Monday, May 3, 2021, or as soon thereafter as practicable.
Should you have any questions concerning this
request, please contact me at (305) 395-4520 or our counsel, Andrew M. Tucker at Nelson Mullins Riley & Scarborough LLP at (202) 689-2987.
[Signature page follows]
429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 • Tel: 305.395.4520
Very truly yours,
Alf, Inc,
By:
/s/ Paul Pereira
Name:
Paul Pereira
Title:
Chief Executive Officer
2021-04-29 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
Kingswood Capital Markets
17 Battery Place, Suite 625
New York, New York 10004
April 29, 2021
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
RE:
Alfi, Inc.
Registration Statement on Form S-1
File No. 333-251959
Dear Sir or Madam:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Kingswood Capital Markets, division of Benchmark Investments, Inc., in its capacity as representative
of the underwriters, pursuant to that certain registration statement on Form S-1, File No. 333-251959 (the “Registration Statement”)
of Alfi, Inc. (the “Company”), we wish to advise you that we hereby join with the Company’s request that the
effective date of the Registration Statement be accelerated so that the same will become effective at 5:00 P.M., Eastern Time, on May
3, 2021, or as soon as practicable thereafter.
The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Respectfully,
KINGSWOOD CAPITAL MARKETS,
division of Benchmark Investments, Inc.
By:
/s/ Sam Fleischman
Name:
Sam Fleischman
Title:
Supervisory Principal
2021-04-27 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
Kingswood Capital Markets
17 Battery Place, Suite 625
New York, New York 10004
April 27, 2021
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
RE:
Alfi, Inc.
Registration Statement on Form S-1
File No. 333-251959
Dear Sir or Madam:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Kingswood Capital Markets, division of Benchmark Investments, Inc., in its capacity as representative
of the underwriters, pursuant to that certain registration statement on Form S-1, File No. 333-251959 (the “Registration Statement”)
of Alfi, Inc. (the “Company”), we wish to advise you that we hereby join with the Company’s request that the
effective date of the Registration Statement be accelerated so that the same will become effective at 5:00 P.M., Eastern Time, on April
29, 2021, or as soon as practicable thereafter.
The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Respectfully,
KINGSWOOD CAPITAL MARKETS,
division of Benchmark Investments, Inc.
By:
/s/ Sam Fleischman
Name:
Sam Fleischman
Title:
Supervisory Principal
2021-04-27 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
ALFI, INC.
April 27, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Mitchell Austin
Re:
Alfi, Inc. (the “Company”)
Registration Statement on Form S-1
(File No. 333-251959) (the “Registration Statement”)
Dear Mr. Austin,
The Company hereby requests, pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement
will become effective as of 5:00 p.m. on Thursday, April 29, 2021, or as soon thereafter as practicable.
Should you have any questions concerning this request, please contact
me at (305) 395-4520 or our counsel, Andrew M. Tucker at Nelson Mullins Riley & Scarborough LLP at (202) 689-2987.
[Signature page follows]
429 Lenox Avenue, Suite 547, Miami Beach, Florida 33139 • Tel: 305.395.4520
Very truly yours,
Alf, Inc,
By:
/s/ Paul Pereira
Name:
Paul Pereira
Title:
Chief Executive Officer
[Signature Page to Acceleration Request Letter]
2021-04-26 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T 202.689.2987 M 703.624.3897
andy.tucker@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
April 26, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Stephen Krikorian
Ryan Rohn
Mitchell Austin
Re: Alfi, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed April 9, 2021
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized
under the laws of Delaware (the “Company”), we are transmitting this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated April 22, 2021 with respect
to the Company’s Amendment No. 6 to Registration Statement on Form S-1 (the “Registration Statement”).
This letter is being submitted together with Amendment No. 7 Registration Statement (the “Amended Registration Statement”),
which has been revised to address the Staff’s comments to the Registration Statement. The bold and numbered paragraphs below correspond
to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. For the Staff’s convenience,
we are also sending, by courier, copies of this letter and marked copies of the Amended Registration Statement that reflect changes made
to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended
Registration Statement.
Amendment
No. 6 to Form S-1 filed April 9, 2021
The
Offering, page 5
California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North
Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
April 26, 2021
Page 2
1. We note your subsequent events footnote disclosure on page F-21 that you entered into related party promissory notes for an aggregate
amount of $750,000 and that you expect to repay these amounts from the proceeds of your public offering. Please disclose this expected
repayment within your Use of Proceeds. Further, include this repayment in your Capitalization table on page 29.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that
it has revised the Use of Proceeds table to conform to Note 5 and has added additional language in Note 14 to show the current aggregate
principal amount under the three bridge loans. We believe the confusion stemmed from the fact that the $2,500,000 number previously in
the Use of Proceeds did not match the number in Note 5. The Company confirms to the Staff that the Capitalization numbers were done using
the numbers in Note 5. Thus, no revisions to Note 5 were necessary.
Exhibits
2. Please have your auditors revise their consent to reflect the date of the current audit report. In this regard, we note the audit
report on page F-2 is dated April 9, 2021, but in the consent, the auditors refer to their report dated March 23, 2021.
Response:
The Company respectfully acknowledges the Staff’s comment and our auditor has revised
their consent in Exhibit 23.1.
Division of Corporation Finance
U.S. Securities & Exchange Commission
April 26, 2021
Page 3
We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact
me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH LLP
By:
Andrew M. Tucker
Enclosures
cc: (via e-mail)
Alfi, Inc.
Kingswood Capital Markets
Jolie Kahn, Esq.
Slack & Co.
2021-04-22 - UPLOAD - Alfi, Inc. (ALFIQ) (CIK 0001833908)
United States securities and exchange commission logo
April 22, 2021
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re:Alfi, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed March April 9, 2021
File No. 333-251959
Dear Mr. Pereira:
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. 6 to Form S-1 filed April 9, 2021
The Offering, page 5
1.We note your subsequent events footnote disclosure on page F-21 that you entered into
related party promissory notes for an aggregate amount of $750,000 and that you expect to
repay these amounts from the proceeds of your public offering. Please disclose this
expected repayment within your Use of Proceeds. Further, include this repayment in your
Capitalization table on page 29.
Exhibits
2.Please have your auditors revise their consent to reflect the date of the current audit
report. In this regard, we note the audit report on page F-2 is dated April 9, 2021, but in
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
April 22, 2021 Page 2
FirstName LastName
Paul Pereira
Alfi, Inc.
April 22, 2021
Page 2
the consent, the auditors refer to their report dated March 23, 2021.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew M. Tucker
2021-04-20 - UPLOAD - ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
United States securities and exchange commission logo
April 20, 2021
Mario Rizzo
Executive Vice President and Chief Financial Officer
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Re:The Allstate Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 22, 2021
Form 8-K Dated February 3, 2021
Filed February 3, 2021
File No. 001-11840
Dear Mr. Rizzo:
We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-04-13 - CORRESP - Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
CORRESP 1 filename1.htm CORRESP Aldeyra Therapeutics, Inc. 131 Hartwell Avenue Suite 320 Lexington, MA 02421 April 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Re: Aldeyra Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-254175) Dear Ms. Sarmento: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Aldeyra Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form S-3 effective at 4:00 p.m. Eastern Time on Thursday, April 15, 2021 or as soon thereafter as practicable. The Company hereby authorizes Keith Scherer of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Please provide a copy of the Commission’s order declaring the Registration Statement effective to Keith Scherer at Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210. If possible, please also send such order by email to the attention of Keith Scherer at kscherer@gunder.com. Thank you for your attention on this matter. Very truly yours, Aldeyra Therapeutics, Inc. By: /s/ Todd C. Brady, M.D., Ph.D. Todd C. Brady, M.D., Ph.D. Chief Executive Officer cc: Keith Scherer, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
2021-04-09 - CORRESP - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
CORRESP 1 filename1.htm CORRESP Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 April 9, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jeff Kauten Larry Spirgel Laura Veator Stephen Krikorian Re: Alkami Technology, Inc. Registration Statement on Form S-1 (Registration No. 333- 254108) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we, as representatives of the several underwriters, hereby join in the request of Alkami Technology, Inc. (the “Company”) for acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-254108) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on April 13, 2021, or as soon as practicable thereafter, or at such other time thereafter as Company or its outside counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s outside counsel, Latham & Watkins LLP, by calling Tad J. Freese at (650) 463-3060 or Joel H. Trotter at (202) 637-2165. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated April 5, 2021: (i) Dates of distribution: April 5, 2021 through the date hereof (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 8 (iii) Number of prospectuses furnished to investors: approximately 1,950 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 30 The undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Thank you for your assistance in this matter. [Signature Page Follows] Very truly yours, GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL INC. Acting severally on behalf of themselves and the several Underwriters GOLDMAN SACHS & CO. LLC By: /s/ Becky Steinthal Name: Becky Steinthal Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ Alice Takhtajan Name: Alice Takhtajan Title: Managing Director BARCLAYS CAPITAL INC. By: /s/ Georgi Balinov Name: Georgi Balinov Title: Managing Director, Head of Payments Banking cc: Douglas A. Linebarger, Alkami Technology, Inc. Tad J. Freese, Latham & Watkins LLP Joel H. Trotter, Latham & Watkins LLP Kathleen M. Wells, Latham & Watkins LLP Alan F. Denenberg, Davis Polk & Wardwell LLP Stephen Salmon, Davis Polk & Wardwell LLP
2021-04-09 - CORRESP - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
CORRESP 1 filename1.htm CORRESP Alkami Technology, Inc. 5601 Granite Parkway, Suite 120 Plano, Texas 75024 April 9, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jeff Kauten Larry Spirgel Laura Veator Stephen Krikorian Re: Alkami Technology, Inc. Registration Statement on Form S-1 (Registration No. 333- 254108) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-254108) (the “Registration Statement”) of Alkami Technology, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on April 13, 2021, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Tad J. Freese at (650) 463-3060 or Joel H. Trotter at (202) 637-2165. Thank you for your assistance in this matter. Very truly yours, Alkami Technology, Inc. By: /s/ Michael Hansen Michael Hansen Chief Executive Officer cc: Douglas A. Linebarger, Alkami Technology, Inc. Tad J. Freese, Latham & Watkins LLP Joel H. Trotter, Latham & Watkins LLP Kathleen M. Wells, Latham & Watkins LLP Alan F. Denenberg, Davis Polk & Wardwell LLP Stephen Salmon, Davis Polk & Wardwell LLP
2021-04-02 - CORRESP - ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
CORRESP 1 filename1.htm Document April 2, 2021 Mark Brunhofer and Sharon Blume Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: The Allstate Corporation Form 10-K for Fiscal Year Ended December 31, 2020 Filed February 22, 2021 Form 8-K Dated February 3, 2021 Filed February 3, 2021 File No. 001-11840 Dear Mr. Brunhofer and Ms. Blume: This letter is being submitted in response to the comments set forth in your letter dated March 26, 2021 to Mario Rizzo, Executive Vice President and Chief Financial Officer of The Allstate Corporation, with respect to the above-referenced filings. For your convenience, we have set forth each comment in bold typeface, followed by our response. Form 10-K for the Fiscal Year Ended December 31, 2020 Notes to Consolidated Financial Statements Note 4: Reportable Segments, page 142 1.In the table on page 145 you present more than one profit measure for each of your segments; underwriting income for your Property-Liability segments and adjusted net income for all your other segments as the first measure and net income applicable to common shareholders for each segment as the second measure. ASC 280-10-50-22 requires disclosure of a single measure of segment profit or loss and ASC 280-10-50-28 indicates that when more than one segment profit measure is utilized the one with the measurement principles most consistent with GAAP becomes the segment measure of profit or loss. As a result, please address the following: •Tell us which of the two sets of measures is your single measure of segment profit or loss and explain why, referencing the authoritative literature you rely upon to support your position. As noted on page 143, we define the segment measure as follows: “The measure of segment profit or loss used in evaluating performance is underwriting income for the Allstate Protection and Discontinued Lines and Coverages segments and adjusted net income for the Protection Services, Allstate Life, Allstate Benefits, Allstate Annuities, and Corporate and Other segments.” As noted in the definition on page 145, we also provide a reconciliation of the segment profit or loss measures to net income applicable to common shareholders. The reconciliations were not intended to introduce a second segment measure, and we will remove segment level net income attributable to common shareholders from future filings. •Provide us proposed draft footnote disclosure to be included in future periodic reports that presents only that single measure of segment profit or loss and reconciles this measure to your consolidated income measure as required by ASC 280-10-50-30b. Please see the proposed disclosure below. We will provide each segment profit or loss measure along with a reconciliation to net income applicable to common shareholders in total. 1 Reportable segments financial performance For the years ended December 31, ($ in millions) 2020 2019 2018 Underwriting income (loss) by segment Allstate Protection $ 4,566 $ 2,912 $ 2,343 Discontinued Lines and Coverages (144) (108) (90) Adjusted net income (loss) by segment, after-tax Protection Services 153 38 8 Allstate Life 194 261 295 Allstate Benefits 96 115 124 Allstate Annuities (53) 10 131 Corporate and Other (428) (438) (406) Reconciling items Property-Liability net investment income 1,421 1,533 1,464 Realized capital gains (losses) 1,356 1,885 (877) Business combination expenses and amortization of purchased intangibles (106) (123) (103) Impairment of purchased intangibles — (54) — Valuation changes on embedded derivatives that are not hedged (46) (19) 4 DAC and DSI amortization related to realized capital gains and losses and valuation changes on embedded derivatives that are not hedged 10 (6) (9) Premium deficiency for immediate annuities (225) — — Gain on disposition of operations 4 5 5 Pension and other postretirement remeasurement gains (losses) 51 (114) (468) Curtailment gains (losses) 9 — — Tax Legislation benefit — — 34 Income tax (expense) benefit (1,397) (1,219) (443) Consolidated net income applicable to common shareholders $ 5,461 $ 4,678 $ 2,012 •Tell us whether you intend to continue to disclose the second measure in your Management's Discussion and Analysis and, to the extent you anticipate doing so, represent to us that you will identify it as a non-GAAP measure and provide all the disclosures required by Item 10(e)(1)(i) of Regulation S-K. We will discontinue disclosure of net income applicable to common shareholders for reporting segments. 2 Form 8-K Filed February 3, 2021 Exhibit 99.1; Registrant's press release dated February 3, 2021 2.Please represent to us that in future earnings releases furnished on Forms 8-K you will revise your non-GAAP reconciliations on page 10 of this release to show each reconciling item before taxes and separately present and explain the aggregate income tax impact of the reconciling items. See Question 102.11 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. In future filings starting in the first quarter of 2021 we will show the impact of reconciling items before tax and the income taxes impact as a separate line in the reconciliation below. The following tables reconcile net income applicable to common shareholders and adjusted net income. Twelve months ended December 31, Consolidated Per diluted common share 2020 2019 2020 2019 Net income applicable to common shareholders $ 5,461 $ 4,678 $ 17.31 $ 14.03 Realized capital (gains) losses (1,356) (1,885) (4.30) (5.65) Pension and other postretirement remeasurement (gains) losses (51) 114 (0.16) 0.34 Curtailment (gains) losses (9) — (0.03) — Valuation changes on embedded derivatives that are not hedged 46 19 0.14 0.06 DAC and DSI amortization relating to realized capital gains and losses and valuation changes on embedded derivatives that are not hedged (10) 6 (0.03) 0.02 DAC and DSI unlocking relating to realized capital gains and losses — — — — Premium deficiency for immediate annuities 225 — 0.72 — Reclassification of periodic settlements and accruals on non-hedge derivative instruments — (3) — (0.01) Business combination expenses and the amortization of purchased intangibles 118 127 0.37 0.38 Impairment of purchased intangibles — 105 — 0.32 Gain on disposition of operations (4) (5) (0.01) (0.02) Income tax expense (benefit) 228 321 0.72 0.96 Adjusted net income $ 4,648 $ 3,477 $ 14.73 $ 10.43 If you have any questions regarding this response letter, please contact Ken Marcotte, Vice President Financial Reporting, at Kenneth.Marcotte@allstate.com or (847) 402-7165 or me at John.Pintozzi@allstate.com or (847) 402-4279. Very truly yours, /s/ John C. Pintozzi John C. Pintozzi Senior Vice President, Controller and Chief Accounting Officer 3
2021-03-29 - CORRESP - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
CORRESP 1 filename1.htm CORRESP 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan March 29, 2021 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: Jeff Kauten, Staff Attorney Larry Spirgel, Office Chief Laura Veator, Staff Accountant Stephen Krikorian, Accountant Branch Chief Re: Alkami Technology, Inc. Response to Letter dated March 24, 2021 Registration Statement on Form S-1 Submitted March 10, 2021 File No. 333-254108 Ladies and Gentlemen: Alkami Technology, Inc. (the “Company”) has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement (the “Registration Statement”) on Form S-1. The Company is submitting this letter in response to the comment letter received on March 24, 2021 from the staff of the Commission (the “Staff”), and we are hereby providing the Company’s responses to the Staff’s letter. For ease of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement. March 29, 2021 Page 2 Registration Statement on Form S-1 Graphics, page i 1. Balance your presentation of selected financial information by including equally prominent disclosure of your increasing net loss position over the last three years. In addition, please confirm that all the individuals providing testimonials have consented to the inclusion of their testimonials in your filing. Response: The Company respectfully acknowledges the Staff’s comment and will revise the graphics on page i in the next amendment to the Registration Statement accordingly. In particular, the Company will remove the selected financial information previously included. The Company also respectfully advises the Staff that all the individuals providing testimonials have consented to the inclusion of their testimonials in the Company’s filing. Consolidated Financial Statements Notes to Consolidated Financial Statements Note 17. Subsequent Events, page F-34 2. Your response dated March 22, 2021 indicates that you issued 2.7 million options subsequent to December 31, 2020. Considering the proximity of these issuances to the date your preliminary price range was determined tell us how you considered using the preliminary price range as a factor in determining the fair value of your common stock on these issuance dates. In this regard, please quantify factors that supports the significant difference between the 2021 grants valuation and the Preliminary Assumed IPO price. Tell us whether changes in revenue and operating results supports this significant increase in valuation within a short time frame. In addition, clarify whether additional disclosure is warranted since it appears that the rapid changes in valuation of your shares of ordinary shares was not solely attributable to changes in your financial condition or results of operations. Response: The Company respectfully acknowledges the Staff’s comment. The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Company’s Board of Directors also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement. Option grants on February 5, 2021, February 10, 2021 and February 25, 2021 (collectively, the “2021 Grants”) occurred while uncertainty continued to exist regarding market reception to the Company’s proposed initial public offering (“IPO”) as well as overall performance of equity markets and the level of demand for IPOs in general. As a result, the Company approached the valuations underlying the 2021 Grants similar to past March 29, 2021 Page 3 practice by engaging an independent third-party valuation firm and assessing the Company’s likelihood for completing an IPO as well as other factors. Pursuant to this process, the Company determined the fair value per share of its common stock to be $15.46, $15.46 and $18.62 when issuing stock option grants on February 5, 2021, February 10, 2021 and February 25, 2021, respectively. This implied a fair market value of the Company equity of $1.5 billion, $1.5 billion and $1.7 billion for these dates. On March 23, 2021, the Company established an initial price range for its IPO of $26 to $29 (slightly lower on the high end than communicated in the Company’s letter to the Staff dated March 22, 2021). At the midpoint of the range, the price per share would be $27.50 and the implied fair market of value of the Company’s equity would be $2.45 billion. The increase in the projected value of the Company’s equity from the valuations used for the 2021 Grants resulted primarily from information gathered from ongoing “testing the water meetings,” continued investor feedback from prior “testing the water meetings” following the Company’s public filing of its registration statement on Form S-1 on March 10, 2021, and the advice of the Company’s financial advisors regarding the Company’s IPO prospects. The Company acknowledges that, even though its valuations underlying the 2021 Grants were made in good faith based on standard methodologies and assumptions, in light of the difference between the fair value for a share of its common stock used for stock options granted in February 2021 and the initial price range established for its IPO, the Company reassessed the fair value of these grants in order to determine the appropriate stock-based compensation expense for financial reporting purposes based on a straight-line interpolation from its valuation prepared for December 31, 2020 and the mid-point of its initial price range established for its IPO. Therefore, the Company notes that while it has not yet prepared financial statements for this period, when it does so it intends, solely for financial reporting purposes, to determine the stock-based compensation expense for the 2021 Grants using a fair value per share of its common stock of $20.46, $21.03 and $22.73 for the option grants issued February 5, 2021, February 10, 2021 and February 25, 2021, respectively. As a result, the Company estimated the grant-date fair value of the 2021 Grants to be approximately $25.5 million, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of 4 years. The Company correspondingly proposes to update the following disclosure in Note 17, Subsequent Events, to its financial statements, regarding the 2021 Grants as follows: On February 5, 2021 and February 10, 2021, following approval by the Company’s board of directors, the Company issued options to purchase an aggregate of 2.4 million shares of the Company’s common stock, with an exercise price of $15.46 on the grant date to employees under the 2011 Plan. The stock option grants expire in ten years. Of the stock options, 0.2 million vest 25% after one year and then monthly prospectively for a three-year period with the remaining 2.2 million stock options vesting monthly over a four-year period in 48 equal monthly installments. In order to determine the appropriate stock-based compensation expense for financial reporting purposes, the Company utilized a fair value per share of its common stock as of the date of the awards to $20.46 and $21.03, respectively. The grant-date fair value of the stock options granted on February 5, 2021 and February 10, 2021 is approximately $22.1 million, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of 4 years. March 29, 2021 Page 4 On February 25, 2021, following approval by the Company’s board of directors, the Company issued options to purchase an aggregate of 0.3 million shares of the Company’s common stock, with an exercise price of $18.62 on the grant date to employees under the 2011 Plan. The stock option grants expire in ten years. The stock options generally vest 25% after one year and then monthly prospectively for a three-year period. In order to determine the appropriate stock-based compensation expense for financial reporting purposes, the Company utilized a fair value per share of its common stock as of the date of the awards to $22.73. The grant-date fair value of the stock options granted on February 25, 2021 is approximately $3.4 million, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of generally 4 years. The Company correspondingly proposes to update the following disclosure in “Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Stock Based Compensation”, regarding the 2021 Grants as follows: Preliminary Offering Price and Options Granted Subsequent to December 31, 2020 During February 2021 we granted stock options to purchase up to 2.7 million shares of our common stock at a weighted average price of $15.87 per share which generally vest over a requisite service period of generally 4 years. In light of the difference between the fair value for a share of our common stock used for stock options granted in February 2021 and the initial price range set forth on the cover page of this prospectus, we established the fair value of these grants based on a straight-line interpolation from our December 31, 2020 valuation and the mid-point of our initial price range in order to determine the appropriate stock-based compensation expense for financial reporting purposes. Therefore, we note that while we have not yet prepared financial statements for this period, when we do we intend, solely for financial reporting purposes, to use an estimated grant-date fair value of $25.5 million for the February 2021 Grants, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of generally 4 years. Our estimates are based upon information currently available and could change as events and circumstances change. Upon completion of this offering, our common stock will be publicly traded and we will rely on the closing price of our common stock as reported on the date of grant to determine the fair value of our common stock. March 29, 2021 Page 5 Exhibits 3. Please revise Exhibits 3.2 and 3.4 to clarify that the exclusive forum provision does not apply to claims under the Exchange Act. Response: The Company respectfully acknowledges the Staff’s comment and will revise Exhibits 3.2 and 3.4 in the next amendment to the Registration Statement accordingly. * * * * March 29, 2021 Page 6 Should you have any comments or questions regarding the foregoing, please contact the undersigned at (650) 463-3060. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Tad J. Freese Tad J. Freese of LATHAM & WATKINS LLP cc: Michael Hansen, Alkami Technology, Inc. W. Bryan Hill, Alkami Technology, Inc. Douglas A. Linebarger, Alkami Technology, Inc. Joel H. Trotter, Latham & Watkins LLP Kathleen M. Wells, Latham & Watkins LLP Alan Denenberg, Davis Polk & Wardwell LLP Stephen Salmon, Davis Polk & Wardwell LLP Gabe Stagner, Ernst & Young LLP
2021-03-26 - UPLOAD - ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
United States securities and exchange commission logo
March 26, 2021
Mario Rizzo
Executive Vice President and Chief Financial Officer
The Allstate Corporation
2775 Sanders Road
Northbrook, Illinois 60062
Re:The Allstate Corporation
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 22, 2021
Form 8-K Dated February 3, 2021
Filed February 3, 2021
File No. 001-11840
Dear Mr. Rizzo:
We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Notes to Consolidated Financial Statements
Note 4: Reportable Segments, page 142
1.In the table on page 145 you present more than one profit measure for each of your
segments; underwriting income for your Property-Liability segments and adjusted net
income for all your other segments as the first measure and net income applicable to
common shareholders for each segment as the second measure. ASC 280-10-50-22
requires disclosure of a single measure of segment profit or loss and ASC 280-10-50-28
indicates that when more than one segment profit measure is utilized the one with the
measurement principles most consistent with GAAP becomes the segment measure of
profit or loss. As a result, please address the following:
•Tell us which of the two sets of measures is your single measure of segment profit or
FirstName LastNameMario Rizzo
Comapany NameThe Allstate Corporation
March 26, 2021 Page 2
FirstName LastName
Mario Rizzo
The Allstate Corporation
March 26, 2021
Page 2
loss and explain why, referencing the authoritative literature you rely upon to support
your position.
•Provide us proposed draft footnote disclosure to be included in future periodic reports
that presents only that single measure of segment profit or loss and reconciles this
measure to your consolidated income measure as required by ASC 280-10-50-30b.
•Tell us whether you intend to continue to disclose the second measure in your
Management's Discussion and Analysis and, to the extent you anticipate doing so,
represent to us that you will identify it as a non-GAAP measure and provide all the
disclosures required by Item 10(e)(1)(i) of Regulation S-K.
Form 8-K Filed February 3, 2021
Exhibit 99.1; Registrant's press release dated February 3, 2021
2.Please represent to us that in future earnings releases furnished on Forms 8-K you will
revise your non-GAAP reconciliations on page 10 of this release to show each reconciling
item before taxes and separately present and explain the aggregate income tax impact of
the reconciling items. See Question 102.11 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Mark Brunhofer at (202)551-3638 or Sharon Blume at (202)551-
3474 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-03-24 - UPLOAD - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
United States securities and exchange commission logo
March 24, 2021
Michael Hansen
Chief Executive Officer
Alkami Technology, Inc.
5601 Granite Parkway, Suite 120
Plano, TX 75024
Re:Alkami Technology, Inc.
Registration Statement on Form S-1
Filed March 10, 2021
File No. 333-254108
Dear Mr. Hansen:
We have reviewed your 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.
Registration Statement on Form S-1
Graphics, page i
1.Balance your presentation of selected financial information by including equally
prominent disclosure of your increasing net loss position over the last three years. In
addition, please confirm that all the individuals providing testimonials have consented to
the inclusion of their testimonials in your filing.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 17. Subsequent Events, page F-34
2.Your response dated March 22, 2021 indicates that you issued 2.7 million options
subsequent to December 31, 2020. Considering the proximity of these issuances to the
FirstName LastNameMichael Hansen
Comapany NameAlkami Technology, Inc.
March 24, 2021 Page 2
FirstName LastName
Michael Hansen
Alkami Technology, Inc.
March 24, 2021
Page 2
date your preliminary price range was determined tell us how you considered using the
preliminary price range as a factor in determining the fair value of your common stock on
these issuance dates. In this regard, please quantify factors that supports the significant
difference between the 2021 grants valuation and the Preliminary Assumed IPO price.
Tell us whether changes in revenue and operating results supports this significant increase
in valuation within a short time frame. In addition, clarify whether additional disclosure is
warranted since it appears that the rapid changes in valuation of your shares of ordinary
shares was not solely attributable to changes in your financial condition or results of
operations.
Exhibits
3.Please revise Exhibits 3.2 and 3.4 to clarify that the exclusive forum provision does not
apply to claims under the Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kathleen M. Wells, Esq.
2021-03-23 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP ALIGNMENT HEALTHCARE, INC. March 23, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-1090 Attention: Sonia Bednarowski Rolf Sundwall Sharon Blume Justin Dobbie Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 Originally Filed March 3, 2021 CIK: CIK0001832466 Ladies and Gentlemen: Alignment Healthcare, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-253824, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time, on March 25, 2021 or as soon thereafter as practicable. Please contact Christopher J. Cummings of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel to the Company, at (212) 373-3434, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. * * * * Sincerely, ALIGNMENT HEALTHCARE, INC. By: /s/ Thomas Freeman Name: Thomas Freeman Title: Chief Financial Officer
2021-03-23 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP March 23, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 Filed March 3, 2021, as amended File No. 333-253824 Dear Ms. Bednarowski: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Alignment Healthcare, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 25, 2021, or as soon thereafter as practicable. Pursuant to Rule 460 under the Act, the undersigned, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [Signature Page Follows] Very truly yours, Goldman Sachs & Co. LLC By: /s/ Elizabeth Wood Name: Elizabeth Wood Title: Managing Director Morgan Stanley & Co. LLC By: /s/ Kalli Dircks Name: Kalli Dircks Title: Managing Director [Signature Page to Underwriters’Acceleration Request Letter]
2021-03-23 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP
1
filename1.htm
CORRESP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
March 23, 2021
VIA EDGAR
Ms. Sonia Bednarowski
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Alignment Healthcare, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 18, 2021
File No. 333-253824
Dear Ms. Bednarowski:
On behalf of Alignment Healthcare, Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the
accompanying Amendment No. 2 (“Amendment No. 2”) to the publicly filed Registration Statement on Form S-1 of the Company (as amended, the “Registration
Statement”), together with exhibits, marked to indicate changes from Amendment No. 1 to the Registration Statement submitted to the Securities and Exchange Commission (the “Commission”) on March 18, 2021.
Amendment No. 2 reflects changes made in response to the comment received in a letter from the Staff of the Commission (the
“Staff”), dated March 22, 2021 (the “Comment Letter”), and certain other updates. Set forth below is the Company’s response to the Staff’s comment.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.
Please include a summary here of the Stockholders Agreement with General Atlantic and Warburg Pincus, and
disclose here the percentage of beneficial ownership each will hold following the completion of your offering.
Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 16 of Amendment No. 2.
*
* *
If you have any questions regarding Amendment No. 2 or the response contained in this
letter, please do not hesitate to contact the undersigned at (212) 373-3434.
Sincerely,
/s/ Christopher J. Cummings
Christopher J. Cummings
cc:
Rolf Sundwall
Sharon Blume
Justin Dobbie
Securities and Exchange Commission
John Kao
Thomas Freeman
Michael Foster
Alignment Healthcare, Inc.
Khurram Siddiqui
Deloitte & Touche LLP
Byron B. Rooney
Pedro J. Bermeo
Davis Polk & Wardwell LLP
Christian Kurtz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
2021-03-22 - UPLOAD - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
United States securities and exchange commission logo
March 22, 2021
John Kao
Chief Executive Officer
Alignment Healthcare, Inc.
1100 W. Town and Country Road, Suite 1600
Orange, CA 92868
Re:Alignment Healthcare, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 18, 2021
File No. 333-253824
Dear Mr. Kao:
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. Unless we note
otherwise, our references to prior comments are to comments in our March 16, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please include a summary here of the Stockholders Agreement with General Atlantic and
Warburg Pincus, and disclose here the percentage of beneficial ownership each will hold
following the completion of your offering.
FirstName LastNameJohn Kao
Comapany NameAlignment Healthcare, Inc.
March 22, 2021 Page 2
FirstName LastName
John Kao
Alignment Healthcare, Inc.
March 22, 2021
Page 2
You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume, Accounting Branch
Chief, at 202-551-3474 if you have questions regarding comments on the financial statements
and related matters. Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-03-22 - CORRESP - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
CORRESP 1 filename1.htm CORRESP 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris March 22, 2021 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo VIA EDGAR AND ACCELLION/KITEWORKS SECURE Madrid Washington, D.C. FILE TRANSFER SYSTEM Milan Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 FOIA Confidential Treatment Requested Under 17 C.F.R. § 200.83 Attention: Jeff Kauten, Staff Attorney Larry Spirgel, Office Chief Laura Veator, Staff Accountant Stephen Krikorian, Accountant Branch Chief Re: Alkami Technology, Inc. Stock-Based Compensation Registration Statement on Form S-1 (File No. 333-254108) Ladies and Gentlemen: On behalf of Alkami Technology, Inc. (the “Company”), we submit this letter (this “Letter”) to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company originally filed the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) with the Commission on March 10, 2021. The purpose of this Letter is to provide supplemental information to the Staff with respect to the accounting treatment for stock-based compensation for its consideration so that the Company may be in a position to print a preliminary prospectus as promptly as practicable. We are respectfully requesting confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83. This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained in this Letter. The Company’s discussion of stock-based compensation is primarily contained within the section of the Registration Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-based Compensation” (“MD&A”) and appears on pages 84 through 86 of the Registration Statement. The Company supplementally advises the Staff that, while not yet reflected in the Registration Statement, based on discussions with the Company’s Board of Directors (the “Board of Directors”) and reflecting the input from the lead underwriters for its initial public offering (“IPO”), the Company currently anticipates an approximate price range of $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the anticipated range of approximately $[***] per share (the “Preliminary Assumed IPO Price”). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALKAMI TECHNOLOGY, INC. ALKT-1001 March 22, 2021 Page 2 The Company’s final Preliminary IPO Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show. STOCK OPTION GRANTS SINCE JANUARY 1, 2020 The Board of Directors, with input from management, determined the estimated fair value of the Company’s common stock after considering valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement. Set forth below in this letter is a discussion of each valuation and option grant since January 1, 2020 (prior to January 1, 2020, the last stock option grant was made on October 16, 2019), along with a comparison of the estimated fair values of the Company’s common stock to the Preliminary Assumed IPO Price. The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2020, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock to determine stock-based compensation expense for financial reporting purposes. Grant Date Number of Shares Underlying Stock Option Grants Exercise Price Per Share Fair Value –Financial Reporting Purposes February 20, 2020 [***] $ [***] $ [***] March 13, 2020 [***] $ [***] $ [***] May 14, 2020 [***] $ [***] $ [***] July 23, 2020 [***] $ [***] $ [***] October 5, 2020 [***] $ [***] $ [***] October 22, 2020 [***] $ [***] $ [***] February 5, 2021 [***] $ [***] $ [***] February 10, 2021 [***] $ [***] $ [***] February 25, 2021 [***] $ [***] $ [***] HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Board of Directors also considered numerous objective and subjective factors, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement. As described in greater detail in MD&A, the Company has utilized a combination of (i) the option-pricing method (“OPM”) and (ii) the probability-weighted expected return method (“PWERM”) for determining the fair value of its common stock. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences and conversion terms of each equity class. Under the PWERM, the per share value of the common stock is estimated based upon the probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for a lack of marketability. The Board of Directors and management developed estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration to the advice from its third-party valuation expert. At each grant date, the Board of Directors considered whether any events occurred that would trigger any material changes to the business or would require adjustment to the estimated fair value from the previous valuation date. The table below sets forth the fair value determinations of the Company’s common stock as provided by independent third party valuation reports between December 31, 2019 and February 25, 2021 that were considered by the Board of Directors in making fair value determinations: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALKAMI TECHNOLOGY, INC. ALKT-1002 March 22, 2021 Page 3 Date of Estimated Fair Value as Determined by the Valuation Report Fair Value Per Share Percentage Increase in Fair Value Per Share from Prior Valuation Report December 31, 2019 $ [***] [***]% June 30, 2020 $ [***] [***]% September 23, 2020 $ [***] [***]% December 31, 2020 $ [***] [***]% February 25, 2021 $ [***] [***]% The following describes the Board of Directors’ fair value determinations in further detail, including significant intervening corporate events. Fair Value Determination (December 31, 2019 through June 29, 2020) The Company obtained an independent third-party valuation of the Company’s common stock as of December 31, 2019, and, based on its consideration of this valuation and the objective and subjective factors described on pages 84 and 85 of the Registration Statement, the Board of Directors determined that the fair value of the Company’s common stock was $[***] per share as of December 31, 2019 (the “December 2019 Valuation”). The independent third-party valuation utilized the OPM to establish the fair value of the Company’s common stock. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences and conversion terms of each equity class. The common stock is modeled as a call option that gives its owner the right, but not the obligation, to buy the underlying equity value at a predetermined exercise price. In the third-party valuation, the OPM used the Black-Scholes model to price the call option. The OPM analysis considered the various terms of the stockholder agreements—including the level of seniority among the securities, dividend policy, conversion ratios and cash allocations—upon liquidation of the enterprise. One of the critical inputs into the OPM is the total equity value for the enterprise. The Company used three methods to determine fair value of its aggregate equity as follows: (i) Discounted Cash Flow Method: the value of the business is estimated on the basis of forecasted cash flows, discounted to present value using an appropriate risk-adjusted discount rate. (ii) Guideline Public Company Method: the value of the business is estimated through the application of multiples observed for public companies engaged in businesses and/or industries that are considered comparable to the Company. (iii) Recent Transactions Method: the value of the business is estimated through the application of multiples observed for mergers and acquisitions (“M&A”) transactions involving target companies engaged in businesses and/or industries that are considered comparable to the Company. Upon application of the aforementioned methodologies, the aggregate equity value of the Company was determined to be $[***] million. Through employment of the OPM framework, the fair value of the common stock was estimated at $[***] per share, which included a discount for lack of marketability (“DLOM”) of [***]%. In March 2020, the spread of COVID-19 to the United States and around the world created significant uncertainty for the Company’s business and its ability to raise external financing. At that time, the anticipated timing of the return of normal capital markets activity was uncertain. The Company launched efforts to raise capital with potential new investors during March 2020 and, due to the uncertain economic environment, abandoned such plans in May 2020. On May 4, 2020, the Company executed a 2020 Series E Preferred Stock Purchase Agreement allowing existing investors (including certain clients of the Company) to purchase shares of Series E preferred stock at a price of $8.50 per share, which represented no change from the Company’s initial closing of its Series E preferred stock financing in May 2019. The 2020 Series E Preferred Stock Purchase Agreement provided for future funding to occur on two mutually agreed closing dates in August 2020 and December 2020. The actual closing dates occurred in August 2020 and September 2020, as described below. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALKAMI TECHNOLOGY, INC. ALKT-1003 March 22, 2021 Page 4 The December 2019 Valuation valued the Series E preferred stock at $[***] per share, based on the Series E preferred stock purchase price of $8.50 per share. At the time of each of the February 20, 2020, March 13, 2020 and May 14, 2020 stock option grants, the Board of Directors determined that the fair value of the Company’s common stock remained at $[***] per share as of the date of such grants and granted stock options as of each of those dates with an exercise price of $[***] per share. In making this determination, the Board of Directors considered the December 2019 Valuation as well as the current market conditions and the Company’s attempt to raise capital as described above. Fair Value Determination (June 30, 2020 through September 22, 2020) The Company obtained an independent third-party valuation of the Company’s common stock as of June 30, 2020, and, based on its consideration of this valuation and the objective and subjective factors described on pages 84 and 85 of the Registration Statement, the Board of Directors determined that the fair value of the Company’s common stock was $[***] per share as of June 30, 2020 (the “June 2020 Valuation”). The independent third-party valuation utilized the OPM to establish the fair value of the Company’s common stock. The OPM values each equity class by creating a series of call options on the equity value, with exercise prices based on the liquidation preferences and conversion terms of each equity class. The common stock is modeled as a call option that gives its owner the right, but not the obligation, to buy the underlying equity value at a predetermined exercise price. In the third-party valuation, the OPM used the Black-Scholes model to price the call option. The OPM analysis considered the various terms of the stockholder agreements—including the level of seniority among the securities, dividend policy, conversion ratios, and cash allocations—upon liquidation of the enterprise. At the time of the June 2020 Valuation, the third-party valuation specialist considered the possible application of a hybrid approach that discretely considered an IPO scenario. As of June 30, 2020, a hybrid approach was not deemed necessary. While the Company had considered potential exit outcomes including an IPO, the timing and probability of such an event was uncertain. Additionally, as of the June 30, 2020 valuation date, the Company had not: • Begun drafting a Registration Statement on Form S-1, • Selected investment bankers, • Conducted an organizational meeting, or • Completed the process of implementing public company processes and controls. Additionally, as of June 30, 2020, the economic environment remained highly uncertain due to the ongoing COVID-19 pandemic, and the anticipated timing of the return of normal capital markets activity was uncertain. As a result of all these factors, the OPM was again employed to estimate the value of the Company’s common stock. One of the critical inputs into the OPM is the total equity value for the enterprise. The Company used three methods to determine fair value of its aggregate equity as follows: (i) Discounted Cash Flow Method: the value of the business is estimated on the basis of forecasted cash flows, discounted to present value using an appropriate risk-adjusted discount rate. (ii) Guideline Public Company Method: the value of the business is estimated through the application of multiples observed for public companies engaged in businesses and/or industries that are considered comparable to the Company. (iii) Recent Transactions Method: the value of the business is estimated through the application of multiples observed for M&A transactions involving target companies engaged in businesses and/or industries that are considered comparable to the Company. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respec
2021-03-17 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON MULLINS RILEY &
SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T 202.689.2987 M 703.624.3897
andy.tucker@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
March 17, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Stephen Krikorian
Ryan Rohn
Michael Foland
Re: Alfi, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 3, 2021
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized
under the laws of Delaware (the “Company”), we are transmitting this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated March 16, 2021
with respect to the Company’s Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”).
This letter is being submitted together with Amendment No. 4 Registration Statement (the “Amended Registration Statement”),
which has been revised to address the Staff’s comments to the Registration Statement. The bold and numbered paragraphs below
correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. For the Staff’s
convenience, we are also sending, by courier, copies of this letter and marked copies of the Amended Registration Statement that
reflect changes made to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Amended Registration Statement.
Amendment No. 3 to Registration Statement on Form S-1
Consolidated Statement of Operations, page F-5
1. We note you currently present stock-based compensation on its own line item. Please revise to present stock-based compensation
in the same line or lines as cash compensation paid to the same employees. Refer to SAB Topic 14.F.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the Consolidated Statement
of Operations on page F-5.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 17, 2021
Page 2
2. Please revise your fully dilutive earnings (loss) per share for the twelve months ending December 31, 2020 to equal your basic
earnings (loss) per share since you reported a net loss for this period. That is, dilutive earnings per share is not reported when
it is anti-dilutive. We refer you to ASC 260-10-45-7, 45-17 and 45-19.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the Consolidated Statement of Operations on page F-5 and made
the related change in Note 3.
Notes to the Consolidated Financial Statements
Subsequent Events, page F-13
3. We repeat prior comment 2 to disclose the nature of the date that subsequent events were evaluated through. Refer to ASC 855-10-50-1.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page F-21. The language also appears, as
it did previously, in Note 3.
Note 10. Intangible Assets, page F-19
4. We note in your response to prior comment 3 that you have revised the useful life downwards for capitalized production costs
from 10 years to 5 years. Please tell us your considerations of concluding this to be a change in accounting estimate and providing
the related disclosures. Refer to ASC 250-10-50-4.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has added disclosure on page F-13 to Note 3. The language is below for
your convenience:
Change in Accounting Estimate / Prior Period Reclassifications:
Certain prior period
amounts have been reclassified to conform to current period presentation, including a change in the estimated useful life of capitalized
platform production costs (see Note 10). Management originally determined 10 years as a reasonable useful life estimate for
these assets, but has revised it to 5 years based on external market competition and other technological factors. The
Company made the change as part of its standard review of its accounting policies in connection with the audit for the year ended
December 31, 2020. The Company has considered the change in estimated useful life a change in accounting estimate under GAAP, and
has accounted for it prospectively in the consolidated financial statements. Based on current conditions, the Company believes
its revised estimated useful life allocation reasonable for these assets.
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 17, 2021
Page 3
Note
11. Inventory (Complimentary Devices), page F-20
5. We have reviewed your response to prior comment 4. Please explain how you concluded to continue to classify these tablet devices
as inventory and as a current asset on your balance sheet. In this regard, we note that you do not directly generate revenue from
the sale of these tablet devices, but rather are provided as a complimentary product and expensed to cost of sales. Refer to ASC
330-10-05-2.
Response:
We have relabeled the tablets as “Other assets (Complimentary Devices)”. Please see the changes to Note 11 on page
F-20.
Exhibits
6. We repeat prior comment 9 to have your auditor revise the language in their consent to consent to the use of their audit report
in your filing. Refer to paragraph (a) of Rule 230.436 of the Securities Act.
Response: The
Company respectfully acknowledges the Staff’s comment and our auditor has revised their consent in Exhibit 23.1.
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 17, 2021
Page 4
We hope that the foregoing has been responsive to the Staff’s
comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 202-689-2987
with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Very truly
yours,
NELSON MULLINS
RILEY & SCARBOROUGH LLP
By:
Andrew M. Tucker
Enclosures
cc: (via e-mail)
Alfi, Inc.
Kingswood Capital Markets
Jolie Kahn, Esq.
Slack & Co.
2021-03-17 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 March 17, 2021 Via EDGAR Submission Ms. Sonia Bednarowski Mr. Rolf Sundwall Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 File No. 333-253824 Dear Ms. Bednarowski and Mr. Sundwall: On behalf of our client, Alignment Healthcare, Inc., a Delaware corporation (the “Company”), we hereby acknowledge receipt of the letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), dated March 16, 2021, regarding the Company’s Registration Statement on Form S-1, file number 333-253824 (the “Registration Statement”), in connection with the initial public offering (the “Offering”) of shares of the Company’s common stock (“Shares”). For your convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto. Registration Statement on Form S-1 Executive Compensation Equity Incentive Compensation, page 142 1. Refer to your response to comment fourteen from our December 21, 2020 letter. Please provide us the following information: • The discount for marketability applied to your December Valuation Response: The December 2020 Valuation used a probability-weighted expected return model (PWERM) that incorporated an initial public offering (“IPO”) scenario and a non-IPO alternative scenario following the estimated IPO window. These two scenarios applied a discount of marketability (DLOM) to the various subject securities. The discounts are used in the per unit 2 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. values that derive our stock-based compensation expense. There is not a singular discount for marketability used as different discounts are applied to various unit classes as well as participation hurdles within a unit class. These discounts also vary between the IPO vs. the non-IPO scenarios. In the IPO scenario, the discount for Class A units of the Company (“Class A Units”) and Class B units of the Company (“Class B Units”) was [***]%, whereas the discount for the Class C units of the Company (“Class C Units”) ranged from [***]% to [***]%. In the non-IPO scenario, the Class A Units ranged from [***]-[***]%, the Class B Units ranged from [***]-[***]%, and the Class C Units ranged from [***]-[***]%. The discounts are based on the Finnerty model, an option pricing methodology, and utilize security specific volatilities and terms to exit under the IPO and non-IPO scenarios. • The fair value of the Company and Incentive Units issued if 100% probability of the Offering had been used in your December Valuation Response: The fair value of the Company would have been approximately $[***], representing the present value as of December 31, 2020 under the IPO scenario. The incentive units issued in December would have had a fair value per unit of $[***] if we had utilized a 100% weighting on the IPO scenario, compared to $[***] based on the current methodology of including both an IPO and non-IPO scenario. • An analysis allocating the estimated total equity value for each of your valuation dates to the different classes of membership units outstanding as of the valuation date. Include in this analysis the number of each class of unit outstanding as of the valuation date, and any assumptions used in the valuation specific to each class of unit. Response: Please find the requested information attached hereto as Annex A. The valuations presented are based on the specific rights and liquidation preferences of each of the individual unit classes, to which we then apply the specific discounts for marketability discussed above. • A description of the terms of each class of membership unit; and Response: Class A Units were issued to investors who contributed capital, whereas Class B Units and Class C Units were issued to employees and consultants in the form of incentive units. Class A Units have a return-of-capital preference relative to Class B Units and Class C Units, and also accrued a payment-in-kind (PIK) until December 31, 2016, which is still outstanding today and also has a preference relative to the Class B Units and Class C Units. Each of the Class A Units, the Class B Units and Class C Units are entitled to one vote per unit on all matters requiring the vote of the partners; Class A Units vote as a single class, and the Class B Units and Class C Units vote together as a single class. The Class B Units and Class C Units were issued as profits interests with specified benchmark thresholds that govern the manner in which, and time at which, Class B Units and Class C Units participate in distributions. The Class B Units and Class C Units also feature certain forfeiture and call provisions upon departure. The economic terms of the Class A Units, Class B Units and Class C Units are otherwise similar. The initial Class B Units granted vest 20% upon grant; 3 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. 60% are time-based awards vesting on the 2nd, 3rd, and 4th grant-date anniversary; and 20% contain a performance condition that vests upon a change in control. Class B Units granted after 2015 and Class C Units have similar terms, with 80% vesting over four years commencing on the first anniversary date and 20% vesting upon a change in control. • An estimated conversion rate for each class of unit into common stock as a result of the corporate conversion described on page 72. Response: The final conversion rates for each class of units will not be finalized until the IPO pricing is finalized. We currently estimate, based on $[***] per Share (the anticipated midpoint of the range), that: • Class A Units will receive approximately [***] Shares per Class A Unit • Class B Units will receive approximately [***]Shares per Class B Unit • Class C Units will receive approximately [***] Share per Class C Unit **** Confidential Treatment Request Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the SEC) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned rather than rely on the U.S. mail for such notice. The Company respectfully requests that the Staff return to the undersigned this letter pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We respectfully reserve the right to request that this letter be returned to us at an earlier date. Please do not hesitate to contact me at (212) 373-3434 or ccummings@paulweiss.com if you have any questions regarding the foregoing or if I can provide any additional information. Very truly yours, /s/ Christopher J. Cummings Christopher J. Cummings cc: Via E-mail John Kao, Chief Executive Officer Thomas Freeman, Chief Financial Officer Alignment Healthcare, Inc. 4 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. Annex A [Annex Redacted]
2021-03-17 - UPLOAD - Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
United States securities and exchange commission logo
March 17, 2021
Todd C. Brady, M.D., Ph.D.
Chief Executive Officer
Aldeyra Therapeutics, Inc.
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
Re:Aldeyra Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 11, 2021
File No. 333-254175
Dear Dr. Brady:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Keith J. Scherer, Esq.
2021-03-16 - UPLOAD - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
United States securities and exchange commission logo
March 16, 2021
John Kao
Chief Executive Officer
Alignment Healthcare, Inc.
1100 W. Town and Country Road, Suite 1600
Orange, CA 92868
Re:Alignment Healthcare, Inc.
Registration Statement on Form S-1
Response dated March 12, 2021
File No. 333-253824
Dear Mr. Kao:
We have reviewed your 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.
Registration Statement on Form S-1
Executive Compensation
Equity Incentive Compensation, page 142
1.Refer to your response to comment fourteen from our December 21, 2020 letter. Please
provide us the following information:
•The discount for marketability applied to your December Valuation
•The fair value of the Company and Incentive Units issued if 100% probability of the
Offering had been used in your December Valuation
•An analysis allocating the estimated total equity value for each of your valuation
dates to the different classes of membership units outstanding as of the valuation
date. Include in this analysis the number of each class of unit outstanding as of the
valuation date, and any assumptions used in the valuation specific to each class of
FirstName LastNameJohn Kao
Comapany NameAlignment Healthcare, Inc.
March 16, 2021 Page 2
FirstName LastName
John Kao
Alignment Healthcare, Inc.
March 16, 2021
Page 2
unit.
•A description of the terms of each class of membership unit; and
•An estimated conversion rate for each class of unit into common stock as a result of
the corporate conversion described on page 72.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume, Accounting Branch
Chief, at 202-551-3474 if you have questions regarding comments on the financial statements
and related matters. Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal
Branch Chief, at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-03-16 - UPLOAD - Alfi, Inc. (ALFIQ) (CIK 0001833908)
United States securities and exchange commission logo
March 16, 2021
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re:Alfi, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed March 3, 2021
File No. 333-251959
Dear Mr. Pereira:
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. Unless we note
otherwise, our references to prior comments are to comments in our February 25, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed March 3, 2021
Consolidated Statement of Operations, page F-5
1.We note you currently present stock-based compensation on its own line item. Please
revise to present stock-based compensation in the same line or lines as cash compensation
paid to the same employees. Refer to SAB Topic 14.F.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
March 16, 2021 Page 2
FirstName LastName
Paul Pereira
Alfi, Inc.
March 16, 2021
Page 2
2.Please revise your fully dilutive earnings (loss) per share for the twelve months ending
December 31, 2020 to equal your basic earnings (loss) per share since you reported a net
loss for this period. That is, dilutive earnings per share is not reported when it is anti-
dilutive. We refer you to ASC 260-10-45-7, 45-17 and 45-19.
Notes to the Consolidated Financial Statements
Subsequent Events, page F-13
3.We repeat prior comment 2 to disclose the nature of the date that subsequent events were
evaluated through. Refer to ASC 855-10-50-1.
Note 10. Intangible Assets, page F-19
4.We note in your response to prior comment 3 that you have revised the useful life
downwards for capitalized production costs from 10 years to 5 years. Please tell us your
considerations of concluding this to be a change in accounting estimate and providing the
related disclosures. Refer to ASC 250-10-50-4.
Note 11. Inventory (Complimentary Devices), page F-20
5.We have reviewed your response to prior comment 4. Please explain how you concluded
to continue to classify these tablet devices as inventory and as a current asset on your
balance sheet. In this regard, we note that you do not directly generate revenue from the
sale of these tablet devices, but rather are provided as a complimentary product and
expensed to cost of sales. Refer to ASC 330-10-05-2.
Exhibits
6.We repeat prior comment 9 to have your auditor revise the language in their consent to
consent to the use of their audit report in your filing. Refer to paragraph (a) of Rule
230.436 of the Securities Act.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Michael C. Foland, Attorney-Advisor, at
(202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew M. Tucker
2021-03-12 - CORRESP - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP 1 filename1.htm CORRESP FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 March 12, 2021 Via EDGAR Submission Ms. Sonia Bednarowski Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alignment Healthcare, Inc. Registration Statement on Form S-1 File No. 333-253824 Dear Ms. Bednarowski: On behalf of our client, Alignment Healthcare, Inc., a Delaware corporation (the “Company”), we are providing the information that follows to the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) relating to the Company’s Registration Statement on Form S-1, file number 333-253824 (the “Registration Statement”), in connection with the initial public offering of shares of the Company’s common stock (the “Offering”). Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. In anticipation of the Offering, Alignment Healthcare Holdings, LLC, a Delaware limited liability company, will be converted into Alignment Healthcare, Inc., a Delaware corporation, pursuant to a statutory conversion prior to the filing of the next amendment to the Registration Statement (the “Corporate Conversion”). Immediately following the pricing of the Offering, the common stock of the Company is expected to be split on an approximately 1 for 260 basis (assuming a stock price equal to the middle of the range described herein) (the “Stock Split”) and Alignment Healthcare Partners, LP, a Delaware limited partnership (“Alignment Partners”), which will then be the sole stockholder of the Company, will be merged with and into the Company, with the Company being the surviving entity (the “Company Merger” and, together with the Corporate Conversion and the Stock Split, the “Corporate Reorganization”). Pursuant to the Company Merger, the partners of Alignment Partners will receive all of the then-outstanding shares of common stock of the Company. The discussion below focuses on the historical practices of Alignment Partners, and the term “Company” as used herein refers to both Alignment Healthcare, Inc. and Alignment Partners. Unless otherwise indicated, the response and information below are based on information provided to us by the Company, and is presented without giving effect to the Corporate Reorganization. FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. Confidential Treatment Request Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the SEC) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (212) 373-3434 rather than rely on the U.S. mail for such notice. Overview Historically, the Company has issued Class B incentive units and Class C incentive units (collectively, the “Incentive Units”) that act as profits interests to certain of its directors, employees and advisors. The Incentive Units only participate above an established threshold and either vest immediately upon grant or are subject to vesting terms, which vary between issuances, and are forfeited or subject to a repurchase right in certain circumstances. Pursuant to their original terms, certain Incentive Units vest over time while others only vest in the event of a defined change of control event. The Company’s discussion of its Incentive Unit based compensation in the Registration Statement is primarily contained in “Note 10. Equity-Based Compensation” to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019. As there is no public market for the Company’s equity units because the Company is private, the Company determined the fair value of the Incentive Units with the assistance of valuations conducted by independent third-party valuation specialists. However, the Company assumed responsibility for the estimates of fair value of its Incentive Units in the financial statements. The Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The Company believes that the determination of the estimated fair values of the Company was fair and reasonable at the time they were made. The fair value of the Company on a marketable, controlling interest basis was as follows: 2 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. Valuation Date (As of Date) Estimated Total Equity Value Date of Valuation Report March 31, 2020 $[***] May 7, 2020 June 30, 2020 $[***] July 24, 2020 September 30, 2020 $[***] February 23, 2021 December 31, 2020 $[***] February 23, 2021 Incentive Units were required to be granted at fair market value. For Incentive Units that were granted between the Valuation Dates, the Company used the valuation as of the Valuation Date that was closest in time to the applicable issuance. The assessments of estimated fair value of the Company were based in part on a consideration of several factors, including the following (the “Valuation Factors”): • the rights and preferences of the Incentive Units relative to those of its Class A Units, including vesting terms, rights to distributions and voting rights; • the Company’s business strategy, external market conditions and trends affecting the Company’s industry, and the Company’s historical and forecasted performance and operating results; • the Company’s financial position, including cash on hand, indebtedness and capacity to pay dividends; • the Company’s stage of development and the risks to which the Company was subject at the time; • the increasing likelihood of achieving a liquidity event, such as an initial public offering, in light of prevailing market conditions; and • the analysis of initial public offerings and the market performance of similar companies in the Company’s industry. Historical Fair Value Determination Methodology For purposes of valuing the Company, management, in each case with the assistance of the third-party valuation specialist: • as of March 31, 2020 (the “March Valuation”), relied on an option-pricing method backsolve methodology based on the transacted issue price of the Company’s Class A Units sold in its most recent arm’s length third party financing on February 28, 2020 (the “February 2020 Financing”); • as of June 30, 2020 (the “June Valuation”), relied primarily on the discounted cash flow (“DCF”) income approach, taking into account the February 2020 Financing; and 3 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. • as of September 30, 2020 (the “September Valuation”) and December 31, 2020 (the “December Valuation”), utilized a probability-weighted expected return model that relied on (a) the guideline public company method market approach; and (b) DCF income approach, in light of the increasing likelihood of achieving a liquidity event, such as an initial public offering. As part of this analysis, the Company, together with the third-party valuation specialist, considered, among other things, the Valuation Factors set forth above in determining the Company’s estimated equity value as of each such date. Incentive Unit Grants Between January 1, 2020 and December 31, 2020, the date of the latest balance sheet included in the Registration Statement, the Company issued the Incentive Units set out below. With respect to each grant of Incentive Units, the benchmark participation threshold of such units was equal to or greater than the fair value estimated by the Company. No additional equity units were issued on or after January 1, 2021. Alignment Partners Date of Grant Incentive Units Awarded Equity Value Used Price per Unit Fair Value Per Unit Valuation Date April 13, 2020 250,000 $[***] $0.75 $0.75 March 31, 2020 July 15, 2020 10,000 $[***] $0.60 $0.60 June 30, 2020 September 15, 2020 325,000 $[***] $2.03 $2.03 September 30, 2020 September 25, 2020 2,670,000 $[***] $2.03 $2.03 September 30, 2020 September 30, 2020 55,000 $[***] $2.03 $2.03 September 30, 2020 December 22, 2020 70,000 $[***] $3.77 $3.77 December 31, 2020 Incentive Units were required to be granted at fair market value. For Incentive Units that were granted between the Valuation Dates, the Company used the valuation as of the Valuation Date that was closest in time to the applicable issuance. April 13, 2020 Grants On April 13, 2020, the Company issued 250,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the three months ended March 31, 2020, the Company obtained the March Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of March 31, 2020. The Company determined that there were no significant changes to its business or valuation in the intervening period between April 1 and April 13, 2020. July 15, 2020 Grants On July 15, 2020, the Company issued 10,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the six months ended June 30, 2020, the Company obtained the 4 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. June Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of June 30, 2020. The Company determined that there were no significant changes to its business or valuation in the intervening period between July 1 and July 15, 2020. September 15, 2020 Grants On September 15, 2020, the Company issued 325,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the nine months ended September 30, 2020, the Company obtained the September Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of September 30, 2020. The Company determined that there were no significant changes to its business or valuation in the intervening period between September 16 and September 30, 2020. September 25, 2020 Grants On September 25, 2020, the Company issued 2,670,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the nine months ended September 30, 2020, the Company obtained the September Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of September 30, 2020. The Company determined that there were no significant changes to its business or valuation in the intervening period between September 26 and September 30, 2020. September 30, 2020 Grants On September 30, 2020, the Company issued 55,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the nine months ended September 30, 2020, the Company obtained the September Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of September 30, 2020. December 22, 2020 Grants On December 22, 2020, the Company issued 70,000 Incentive Units based on a total equity value of $[***]. In determining its compensation expense for purposes of preparing its financial statements for the year ended December 31, 2020, the Company obtained the December Valuation, which confirmed the third-party valuation specialist’s concurrence with such equity value as of December 31, 2020. The Company determined that there were no significant changes to its business or valuation in the intervening period between December 23 and December 31, 2020. Estimated Offering Price As is typical in an initial public offering, the preliminary price range for the Offering was not derived using a formal determination of estimated fair value, but was determined 5 FOIA Confidential Treatment Request Pursuant to Rule 83 by Alignment Healthcare, Inc. based on discussions between the Company and the underwriters. Prior to February 25, 2021, the Company and the underwriters had not had any specific discussions regarding the preliminary price range. The underwriters in the Offering have indicated to the Company that the anticipated pre-Offering overall equity valuation for the Company will be approximately $[***] billion to $[***] billion, and that the estimated price range for the offering would be approximately $[***] per share to $[***] per share (after giving effect to the Corporate Reorganization) (the “Preliminary Price Range”). The Company believes the following factors are relevant to considering the Preliminary Price Range: • an analysis of the typical valuation ranges seen in recent initial public offerings for healthcare companies; • the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; • the recent performance of U.S. initial public offerings of generally comparable companies; • estimates of business potential and earnings prospects for the Company and the industry in which it operates; • the Company’s financial position and prospects; • an assumption that there would be a receptive public trading market for healthcare companies such as the Company; and • an assumption that there would be sufficient demand for shares of the Company’s common stock to support an offering of the size contemplated by the Company. Comparison of the Most Recent Valuation and the Preliminary Price Range The Company believes that the difference between the fair value of the Company as of December 22, 2020 and the anticipated pre-Offering overall equity valuation for the Company is the result of the factors above, the public filing of its registration statement on Form S-1 for the Offering on March 3, 2021 and the following factors and positive developments with respect to the Company’s business that occurred subsequent to December 22, 2020, the date of the Company’s most recent determination of the fair value of its Incentive Units in reliance on, among other things, the December Valuation: • the Preliminary Price Range represents a future price for shares of common stock with an assumption of 100% probability of the Offering that, if issued in the Offering, will be immediately freely tradable in a public market, whereas the estimate
2021-03-10 - UPLOAD - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
United States securities and exchange commission logo
March 10, 2021
Shachar Daniel
Chief Executive Officer
Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya
4672526 Israel
Re:Safe-T Group Ltd.
Registration Statement on Form F-3
Filed March 8, 2021
File No. 333-253983
Dear Mr. Daniel:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions. If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Oded Har-Even, Esq.
2021-03-10 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
filename1.htm
Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
March 11, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK 0001725332)
Registration Statement No. 333-253983 on Form F-3 (the “Registration Statement”)
Ladies and Gentlemen:
Safe-T Group Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on March 15, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.
Very truly yours,
Safe-t group LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2021-03-03 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON MULLINS RILEY &
SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T 202.689.2987 M 703.624.3897
andy.tucker@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
March 3, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Stephen Krikorian
Ryan Rohn
Re: Alfi, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 2, 2021
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized
under the laws of Delaware (the “Company”), we are transmitting this letter to inform the staff (the
“Staff”) of the Securities and Exchange Commission that certain corrections were inadvertently omitted
from the financial statements filed with Amendment No. 2 to Registration Statement on Form S-1. This letter is being submitted
together with Amendment No. 3 to Registration Statement on Form S-1 (the “Amended Registration Statement”),
which has been revised to include the corrected statements and financials which were previously omitted in the financial statements.
For the Staff’s convenience, we are also sending, by courier, copies of this letter and marked copies of the Amended Registration
Statement that reflect changes made to the Registration Statement.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 3, 2021
Page 2
We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate
to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss
the above.
Very truly
yours,
NELSON MULLINS
RILEY & SCARBOROUGH LLP
By:
Andrew M. Tucker
Enclosures
cc: (via e-mail)
Alfi, Inc.
Kingswood Capital Markets
Jolie Kahn, Esq.
Slack & Co.
2021-03-02 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON MULLINS RILEY &
SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T 202.689.2987 M 703.624.3897
andy.tucker@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
March 2, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Stephen Krikorian
Ryan Rohn
Re: Alfi, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 10, 2021
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized
under the laws of Delaware (the “Company”), we are transmitting this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated February 25, 2021
with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”).
This letter is being submitted together with Amendment No. 2 Registration Statement (the “Amended Registration Statement”),
which has been revised to address the Staff’s comments to the Registration Statement. The bold and numbered paragraphs below
correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. For the Staff’s
convenience, we are also sending, by courier, copies of this letter and marked copies of the Amended Registration Statement that
reflect changes made to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies, page F-9
1. Please provide your revenue recognition policy that addresses how revenue will be measured and recognized. Refer to ASC 606-10-50.
In this regard, we note your disclosure on page 37 that you intend "to charge customers solely based on a CPM, or ads delivered,
model." Further, you also disclose on page F-19 that you offer a Software-as-a-Service (SaaS) product. Please clarify these
disclosures or revise the respective language throughout your filing to provide consistent terms.
California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North
Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
Page 2
Response: In
response to the Staff’s comment, the Company inserted a revenue recognition description into Note 3 on the December
31, 2020 financial statements filed with the Amended Registration Statement. Accordingly, the note is reset here for ease of review:
Under Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”,
revenue from contracts with customers is measured based on the consideration specified in the contract with the customer.
Alfi will generate revenues in three different fashions.
First, Alfi will sell advertising and content on its Alfi-enabled tablets and other devices such as kiosks. Second, Alfi will also
license its technology to other companies as a Software-as-a-Service (SaaS) product. Third, Alfi will also sell the aggregated
data reflecting viewer engagement it derives from users of an Alfi-enabled device to companies.
With respect to Alfi-enabled tablets or devices placed
into service by Alfi, Alfi will recognize revenue on a cost per thousand impression (CPM) basis for both the content and advertisements.
Alfi will have a contract with both the advertiser and the content provider that will specify the amounts to be paid to Alfi for
displaying the advertisement or content. The number of impressions the advertiser or content provider is willing to pay and the
duration of each campaign is set by the advertiser or content provider. Content and advertisements are provided to Alfi by companies
desiring to deliver content for viewer engagement. In general, Alfi does not pay for content, to the extent it does, the cost of
acquiring content would be expensed as cost of sales. Alfi will recognize revenue under these contracts upon the validated delivery
of impressions to the end user of the Alfi-enabled device. In some instances content providers will pay Alfi an additional amount
should someone who views the content uses an identification code to subsequently subscribe to the content provider.
With respect to SaaS licenses, Alfi expects to enter
into license agreements with third parties that place their own devices for advertising together with the remote management access
and data reporting that the Alfi platform provides. These licenses may be for a specified duration or on a renewable subscription
basis. Alfi will charge these third parties on a monthly, per screen fee for use of the Alfi platform. Alfi will recognize the
revenue from these licenses on a monthly basis in accordance with Topic 606.
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
Page 3
Alfi
believes that the aggregated data of viewer engagement will have significant value to advertisers and content providers. Alfi will
sell such data to third parties on a subscription basis, and recognize revenue as the subscription payments are received depending
on the nature of the contract. For subscriptions that are prepaid, revenue will be recognized as earned; with respect to subscriptions
that are not prepaid, revenue will be recognized when the data is delivered to the subscriber.
Alfi has distributed and activated into operations
over 1,000 devices tablets and kiosks at no cost to rideshare, mall, or airport owner(s). It is the viewers of the Alfi-enabled
device, rather than the rideshare, mall or airport owner that the Alfi-enabled device engages with and to whom Alfi delivers advertising
and content. It is projected that Alfi will begin selling advertising and content for those tablets placed into operation in April
2021.
Alfi has not yet recognized revenue from any of its
three potential distinct revenue sources. Irrespective of revenue generation on devices, when they are physically placed into service,
devices are expensed in accordance with the Company’s Cost of Sales policy.
The
contract with a rideshare, mall or airport owner for placing a device in service will not provide for payment from such person
to Alfi. With respect to a kiosk in a mall or airport, we may be paid a separate service fee to maintain the device, but Alfi does
not anticipate that to be a material source of revenue. Alfi’s contract with a device host may provide that we will pay a
revenue sharing amount, or fee, based on the revenue Alfi derives from that device. Alfi will expense that fee in Cost of Sales
in accordance with its Cost of Sales policy. In general, a rideshare will not be required to return tablets distributed by Alfi
at any time. Removing a tablet from the vehicle or returning it to Alfi would automatically cancel the opportunity for a rideshare
to receive commissions. Thus, Alfi does not anticipate that a rideshare would seek to return a tablet. Kiosks, because of their
high cost, may either be returned to Alfi or purchased by the facility owner at the end of the contract. We ultimately intend to
have the location owner pay for the kiosk and have them pay Alfi a monthly subscription fee based on the SaaS enterprise software
model.
For the twelve months ended December 31, 2020 and
2019, the Company had earned and recorded $-0- revenue in each period.
Subsequent Events, page F-12
2. We repeat our prior comment to disclose the nature of the date that subsequent events were evaluated through. Refer to ASC
855-10-50-1. We further note you continue to disclose on page F-19 that as of the date of this report, you have not filed a Form
S-1, yet you have filed a Form S-1. Please revise accordingly.
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
Page 4
Response: In
response to the Staff’s comment, the Company updated the reference in subsequent events section to note we have filed Form
S-1 as of the date of the report. For the ease of review, the update is as follows:
Form S-1 offering
The Company
has engaged legal counsel, chosen an underwriter and filed a Form S-1 with the Securities and Exchange Commission. The Company
plans to raise a minimum of $15,000,000 associated with the public offerings contemplated by the Form S-1.
Note 10. Intangible Assets, page F-18
3. We note your expanded disclosure in response to prior comment 6. Please address the following items:
· Explain in greater detail the nature of your "technology product production costs" and whether you have concluded
these amounts are internal-use software. Refer to ASC 350-40.
Response:
The nature of Alfi’s technology platform costs include the cumulative ‘cost to acquire’ or ‘cost to complete’
its software prior to launch. Alfi began capitalizing its technology platform costs at the time management considered the respective
technology viable (ASC 350-40). Alfi does not consider technology platform costs internal use software under ASC 350-40, because
Alfi’s software platform is designed to generate revenue by delivering advertising and content to consumers. Thus, Alfi’s
software products were not developed for internal usage or needs of the organization.
· We repeat our prior comment to tell us how you considered the guidance in ASC 350-40-35-5.e, that, "given the history
of rapid changes in technology, software often has had a relatively short useful life." In further consideration, we also
note your risk factor disclosure on page 12 that the digital video advertising market that you operate in is intensely competitive.
Response:
In response to the Staff’s comment, the Company has revised the useful life downwards for capitalized production costs from
10 years to 5 years. The Company kept its same 15 year assigned useful life for Patent costs capitalized. For ease of review, see
below from the updated December 31, 2020 financial statements (Note 10):
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
Page 5
The Company assigned a 15-year estimated useful life
for patent acquisition costs, and a 5-year estimated useful life for technology platform production costs. The Company has been
awarded a patent and has patents pending with the United States Patent Trademark Office (USPTO). Patents have a legal lifespan
of 20 years. Since 2018, the Company has incurred production costs associated with its technology platform.
Management’s
determination of useful life estimate for patent acquisition costs is reasonable given the statutory periods for patents of 20
years. Management selected a 5-year useful life for platform costs as a conservative expectation of the length of time the Company
expects its technology platform to produce future cash flows considering that there are no software or version upgrades. However,
with new upgrades to the Alfi platform we believe that the useful life will be extended out further.
· Expand your disclosure to clarify the costs that you capitalize and those costs that you expense. Refer to ASC 350-40-25. In
addition, disclose the line items in your statement of operations that the amortization is presented.
Response:
Included in capitalized patent acquisition costs are the legal and logistics
expenses directly associated with patent development, acquisition, and filing. Included in capitalized platform production costs
are the direct labor, design, testing, acquisition, and allocation for administrative overhead associated with software development.
For ease of review, see below from the updated December 31, 2020 financial statements (Note 10):
The Company's intellectual property includes patent
and platform production costs associated with creation of its technology (see Note 1). Included in capitalized patent costs are
the legal and logistics expenses directly associated with patent development, acquisition, and filing. Included in capitalized
platform production costs are the direct labor, design, testing, acquisition, and allocation for administrative overhead associated
with software development. Upon being placed into service in July 2020 for beta testing, capitalized patent and platform production
costs and their anticipated useful lives are summarized as follows:
Capitalized
Cost
Useful
Life
Patent Acquisition Costs
$ 650,000
15 years
Platform Production Costs
$ 4,174,509
5 years
Total Intangible Assets (IP), gross
$ 4,824,509
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
Page 6
· Your expanded disclosure states that you began to record amortization expense upon launching your first tablet device smart
screen in July 2020. Tell us why you did not begin to record amortization expense when your smart screens were ready for their
intended use. Refer to ASC 350-40-35-6.
Response:
When Alfi acquires devices, they are not ready for technical deployment. They have to go through an Alfi activation process, which
includes deleting existing software from the device and installation of the Alfi platform, before being placed them into service.
Accordingly, Alfi considers the first tablet device placed into service when it was activated; the same point in which Alfi’s
technology product was put into operation ready for its intended use. Up until this point, Alfi was still incurring platform production
costs. Thus, at this point, Alfi considered the asset fully capitalized ready to amortize under ASC 350-40-35-6 in July 2020 (as
reported). For ease of review, see below from the updated December 31, 2020 financial statements (Note 10):
When Alfi acquires devices, they are not ready for technical
deployment. They have to first go through an activation process, which includes deleting existing software from the device and
installation of the Alfi platform, before being placed into service. Upon activating the first tablet device in July 2020, the
Company placed its platform into service and began accruing amortization. Up until this point, Alfi was still incurring platform
production costs.
Note
11. Inventory, page F-19
4. We have reviewed your response to prior comment 7. Please address the following items:
· Describe the significant terms of your "sales agreements" with rideshares and other businesses. Clarify why you refer
to these agreements with rideshares and other businesses as sales agreements. Describe the nature of the revenue and fees that
are earned from these agreements. Specifically, tell us the general period of term of these agreements including any revenue share
terms.
Response: In response to the Staff’s comment,
the Company revised Note 11 as it relates to sales agreements. For ease of review revised Note 11 in the December 31, 2020 financial
statements is included below:
The Company purchased approximately 9,600 Lenovo tablet
hardware inventory devices in 2020 (the “devices”), which are held for placement with rideshare and other businesses.
As part of Alfi’s agreements with rideshares, malls and airport owners, devices are provided as a complimentary product .
Alfi may pay a revenue share or commission to such third party for the placement of the Alfi-enabled device. See Note 3 for a discussion
or revenue recognition from such placement.
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 2, 2021
P
2021-02-25 - UPLOAD - Alfi, Inc. (ALFIQ) (CIK 0001833908)
United States securities and exchange commission logo
February 25, 2021
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re:Alfi, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 10, 2021
File No. 333-251959
Dear Mr. Pereira:
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. Unless we note
otherwise, our references to prior comments are to comments in our January 21, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies, page F-9
1.Please provide your revenue recognition policy that addresses how revenue will be
measured and recognized. Refer to ASC 606-10-50. In this regard, we note your
disclosure on page 37 that you intend "to charge customers solely based on a CPM, or ads
delivered, model." Further, you also disclose on page F-19 that you offer a Software-as-a-
Service (SaaS) product. Please clarify these disclosures or revise the respective language
throughout your filing to provide consistent terms.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
February 25, 2021 Page 2
FirstName LastNamePaul Pereira
Alfi, Inc.
February 25, 2021
Page 2
Subsequent Events, page F-12
2.We repeat our prior comment to disclose the nature of the date that subsequent events
were evaluated through. Refer to ASC 855-10-50-1. We further note you continue to
disclose on page F-19 that as of the date of this report, you have not filed a Form S-1, yet
you have filed a Form S-1. Please revise accordingly.
Note 10. Intangible Assets, page F-18
3.We note your expanded disclosure in response to prior comment 6. Please address the
following items:
•Explain in greater detail the nature of your "technology product production costs" and
whether you have concluded these amounts are internal-use software. Refer to ASC
350-40.
•We repeat our prior comment to tell us how you considered the guidance in ASC
350-40-35-5.e, that, "given the history of rapid changes in technology, software often
has had a relatively short useful life." In further consideration, we also note your risk
factor disclosure on page 12 that the digital video advertising market that you operate
in is intensely competitive.
•Expand your disclosure to clarify the costs that you capitalize and those costs that
you expense. Refer to ASC 350-40-25. In addition, disclose the line items in your
statement of operations that the amortization is presented.
•Your expanded disclosure states that you began to record amortization expense upon
launching your first tablet device smart screen in July 2020. Tell us why you did not
begin to record amortization expense when your smart screens were ready for their
intended use. Refer to ASC 350-40-35-6.
Note 11. Inventory, page F-19
4.We have reviewed your response to prior comment 7. Please address the following items:
•Describe the significant terms of your "sales agreements" with rideshares and other
businesses. Clarify why you refer to these agreements with rideshares and other
businesses as sales agreements. Describe the nature of the revenue and fees that are
earned from these agreements. Specifically, tell us the general period of term of
these agreements including any revenue share terms.
•Describe whether the tablets and devices display content as well as advertisements.
If so, describe how the content is acquired and describe the substantive terms of
related arrangements.
•Tell us and clearly disclose how revenue is generated from devices located at the
rideshares and other businesses sites.
•We note your disclosure on page F-8, that you refer to your advertising customers.
Further, on page F-19, you refer to the rideshares and other businesses as your
customers. Please clarify who you have identified as your customer and revise the
respective language throughout your filing to provide a consistent policy. Refer to
ASC 606-10-25.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
February 25, 2021 Page 3
FirstName LastNamePaul Pereira
Alfi, Inc.
February 25, 2021
Page 3
•Indicate whether a contract exists at the time the tablet or device is delivered. Refer
to ASC 606-10-25-1. You state that "The Company owns devices purchased until
they are physically placed into service with rideshares or other businesses" and
"Legal ownership of physical tablet devices transfers to customer upon being placed
into service by the Company." These statements suggest that you have entered into a
"sales arrangement" with customers. Please explain whether the tablets recently
delivered are under a sales arrangement and describe the status of those
devices. Clarify if these businesses are required to return the tablet or devices upon
the end of the sales agreement or if the sales agreements are canceled early.
•If the rideshare and other business are deemed customers, the tablets or devices being
delivered to a customer appear to be a distinct performance obligation and should be
allocated a portion of the transaction price. Refer to 606-10-25-14, 25-18, and 32-1.
Please advise.
Financial Statements, page F-21
5.We have reviewed your response to prior comment 9 and it continues to appear that you
have not made any revisions in response to the comment. In this regard, your disclosure
indicates that the Company was formed during 2018. However, the audit report and your
financial statements show a full year 2018. Please advise or revise accordingly.
Condensed Consolidated Balance Sheet, page F-22
6.It is unclear how you responded to prior comment 8. We repeat our prior comment to
identify related party items in your year-end balance sheets as noted in your related party
note payable on page F-14. Refer to paragraph 19 of Rule 5-02 of Regulation S-X.
Note 10. Intangible Assets, page F-33
7.Disclose the estimated aggregate amortization expense for each of the five succeeding
fiscal years. Refer to ASC 350-30-50-2.3.
Note 11. Other Income, page F-34
8.We note you now include the VAT refund disclosure as a separate footnote in response to
prior comment 11. Your disclosure states that you received a VAT refund of
approximately $90,000 in 2019. We repeat our prior comment to expand your disclosure
to explain the nature of this VAT refund. In this regard we note your only expenses in
2019 and 2018 were depreciation and amortization of $22,166 and $2,186, respectively.
In addition, please consider removing your VAT related disclosures from your income
taxes footnote as these taxes are not income taxes.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
February 25, 2021 Page 4
FirstName LastName
Paul Pereira
Alfi, Inc.
February 25, 2021
Page 4
Exhibits
Exhibit 23.1, page II-2
9.Please have your auditor revise the language in their consent to consent to the use of their
report in your filing as well as to the reference to the auditor under the heading "Experts"
in your filing. Refer to paragraphs (a) and (b) of Rule 230 of the Securities Act.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Michael C. Foland, Attorney-Advisor, at
(202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew M. Tucker
2021-02-22 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP
1
filename1.htm
cartesian
growth corporation
505 Fifth Avenue, 15th Floor
New York, New York 10017
February 22, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Jonathan Burr
Re:
Cartesian Growth Corporation
Registration Statement on Form S-1
File No. 333-252784
Dear Mr. Burr:
Cartesian Growth Corporation (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-252784),
be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern
time, on Tuesday, February 23, 2021, or as soon thereafter as possible.
[Remainder of page intentionally left
blank.]
Sincerely,
CArtesian Growth CORPORATION
By:
/s/ Peter Yu
Name:
Peter Yu
Title:
Chief Executive Officer
[Signature
Page to Acceleration Request]
2021-02-22 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP 1 filename1.htm February 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Jonathan Burr, Esq. Re: Cartesian Growth Corporation Registration Statement on Form S-1 Filed February 5, 2021, as amended File No. 333-252784 Dear Mr. Burr, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Cartesian Growth Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on Tuesday, February 23, 2021, or as soon as thereafter practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 300 copies of the Preliminary Prospectuses dated February 5, 2021 have been distributed to prospective dealers, institutional investors, retail investors and others. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended. [Signature Page Follows] Very truly yours, CANTOR FITZGERALD & CO. By: /s/ David Batalion_______ Name: David Batalion Title: Managing Director, Investment Banking
2021-02-18 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
February 18, 2021
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, New York 10017
Re:Cartesian Growth Corporation
Registration Statement on Form S-1
Filed February 5, 2021
File No. 333-252784
Dear Mr. Yu:
We have reviewed your 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.
Registration Statement on Form S-1
General
1.We note that Section 9.3 of the warrant agreement filed as Exhibit 4.4 includes an
applicable law provision limiting where claims may be brought (i.e., the courts of the
State of New York or the United States District Court for the Southern District of New
York). Please add disclosure and a risk factor about this provision including whether it
applies to claims made under the federal securities laws, a description of any risks or other
impacts on investors, and whether there is uncertainty as to its enforceability.
2.We note that you are offering one-third of a redeemable warrant with each unit. However,
you continue to refer to the units as including one-half of a redeemable warrant in your
exhibits. Please revise your exhibits.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
February 18, 2021 Page 2
FirstName LastName
Peter Yu
Cartesian Growth Corporation
February 18, 2021
Page 2
Signatures, page II-4
3.We reissue comment 1. Please have your principal accounting officer or controller sign
the registration statement. Refer to Instruction 1 to Signatures on Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Jorge Bonilla at 202-551-3414 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jonathan Burr at 202-551-5833 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2021-02-18 - CORRESP - AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP
1
filename1.htm
Jason
T. Simon, Esq.
Tel
703.749.1386
Fax
703.714.8386
SimonJ@gtlaw.com
February
18, 2021
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Attention:
Jonathan Burr
Re: Cartesian
Growth Corporation
Registration Statement on Form S-1
Filed February 5, 2021
File No. 333-252784
Dear
Mr. Burr:
On
behalf of Cartesian Growth Corporation (the “Company”), we are hereby responding to the letter, dated February
18, 2021 (the “Comment Letter”), from the Division of Corporation Finance, Office of Energy & Transportation
(the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the
Company’s Registration Statement on Form S-1, filed on February 5, 2021 (the “Registration Statement”).
In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment
No. 1 to the Registration Statement (“Amendment No. 1”) with the Commission, today.
For
ease of reference, the text of the Staff’s comments, as set forth in the Comment Letter, are included in bold-face type
below, followed by the Company’s response.
Registration
Statement on Form S-1
General
1. We
note that Section 9.3 of the warrant agreement filed as Exhibit 4.4 includes an applicable
law provision limiting where claims may be brought (i.e., the courts of the State of
New York or the United States District Court for the Southern District of New York).
Please add disclosure and a risk factor about this provision including whether it applies
to claims made under the federal securities laws, a description of any risks or other
impacts on investors, and whether there is uncertainty as to its enforceability.
Response:
In response to the Staff’s comments, the Company has revised Section 9.3 of its warrant agreement to remove the applicable
law provision limiting where claims may be brought and has filed such revised warrant agreement as Exhibit 4.4 to Amendment No.
1.
United
States Securities and Exchange Commission
Division
of Corporation Finance
February
18, 2021
Page
2
2. We
note that you are offering one-third of a redeemable warrant with each unit. However,
you continue to refer to the units as including one-half of a redeemable warrant in your
exhibits. Please revise your exhibits.
Response:
In response to the Staff’s comments, the Company has revised its form of specimen warrant certificate, specimen unit certificate,
warrant agreement, letter agreement with the sponsor, letter agreement with each director, director nominee and executive
officer, investment management trust agreement, and private placement warrant purchase agreement and has filed such revised agreements
as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.7 to Amendment No. 1, respectively.
3. We
reissue comment 1. Please have your principal accounting officer or controller sign the
registration statement. Refer to Instruction 1 to Signatures on Form S-1.
Response:
In response to the Staff’s comments, the Company’s principal accounting officer has signed Amendment No. 1.
*
* *
Please
do not hesitate to call me at (703) 749-1386 should you have any questions regarding Amendment No. 1 or the above response.
Sincerely
yours,
/s/
Jason T. Simon
Jason
T. Simon
cc:
Cartesian
Growth Corporation
Alan I. Annex, Esq.
2021-02-09 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON
MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS
AND COUNSELORS AT LAW
Andrew
M. Tucker
T 202.689.2987
M 703.624.3897
andy.tucker@nelsonmullins.com
101
Constitution Avenue, NW | Suite 900
Washington,
DC 20001
T 202.689.2800
F 202.689.2860
nelsonmullins.com
February 9, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Jeff Kauten
Ryan Rohn
Re: Alfi, Inc.
Registration Statement on Form S-1
Filed January 8, 2021
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized
under the laws of Delaware (the “Company”), we are transmitting this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated January 21, 2021
with respect to the Company’s Confidential Registration Statement on Form S-1 (the “Registration Statement”).
This letter is being submitted together with an Amended Registration Statement (the “Amended Registration Statement”),
which has been revised to address the Staff’s comments to the Registration Statement. The bold and numbered paragraphs below
correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. For the Staff’s
convenience, we are also sending, by courier, copies of this letter and marked copies of the Amended Registration Statement that
reflect changes made to the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Amended Registration Statement.
Registration Statement on Form S-1
Risk Factors
Provisions in our Charter and Delaware law, page 23
1. We note your response to prior comment 4. Your statement that the Court of Chancery and the federal district court for the
District of Delaware shall have concurrent jurisdiction for Securities Act claims is inconsistent with the revised disclosure and
your disclosure on page 58. Please also revise your prospectus to state that there is uncertainty as to whether a court would enforce
your exclusive forum provision. In this regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 2
Business, page 37
2. We note your response to prior comment 8. The disclosure on page F-15 is inconsistent with your statement that you have not
yet entered into any license agreements. Please revise or advise.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
Description of Capital Stock
Securities Offered in this Offering, page 55
3. We note your response to prior comment 10. Please file the form of warrant as an exhibit to your registration statement.
Response:
The warrant has been filed as an Exhibit to the Warrant Agency
Agreement.
Condensed Consolidated Balance Sheet, page F-4
4. We have reviewed your response to prior comment 12 and it is unclear how you have revised your disclosure as you continue to
classify the tablet hardware devices that are placed into service with customers as inventory. We repeat our prior comment to consider
renaming your line item as you do not sell these tablet devices for revenue. Refer to ASC 330-10-05-2.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
The Company purchased approximately
9,600 Lenovo tablet hardware inventory devices in 2020 (the “devices”), which are held for placement with rideshare
and other businesses.
The Company’s devices represent
an incentive-based outreach program by which devices are provided complimentary to rideshare or other businesses that sign up for
the Company’s Software-as-a-Service (SaaS) product.
As part of the Company’s
sales agreements with rideshare and other businesses, devices are provided as a complimentary product in exchange for monetization
of the respective set of business consumer’s attention. Physical ownership of the 9,600 devices transfers to rideshare or
other businesses at the time they are placed into service by the Company.
The devices are accounted for
as Inventory until they are provided to a rideshare or other businesses as part of the agreement with the Company. Upon being placed
into service for consumer use, the Company expenses Inventory to Cost of Sales on the income statement.
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 3
Based on the Company’s
review, classification for the devices is supported by Accounting Standards Codification Topic 606, as follows:
- Legal ownership –
§ One factor when accruing inventory is
whether or not the Company is the legal owner of a product.
§ The Company owns devices purchased until
they are physically placed into service with rideshares or other businesses. At that point in time, the Company expenses the entire
device to Cost of Sales on the income statement.
- Used within recurring business operations –
§ One factor for accruing inventory on the
balance sheet is whether or not the product is included in the Company’s on-going business operations.
§ The Company’s tablet hardware inventory
devices are part of its on-going core business operation. Devices are held as Inventory on the balance sheet until they are placed
into service and then expensed to Cost of Sales. Legal ownership of physical tablet devices transfers to customer upon being placed
into service by the Company.
- Useful life expectation is less than one (1) year
–
§ One factor when accounting for inventory
is whether or not a product has an anticipated useful life less than one (1) year.
§ Ownership of tablet devices transfers
to rideshare or other business upon being placed into service, and is expensed to Cost of Sales on the income statement at that
time. The Company considers its inventory to have an estimated useful life of less than one (1) year, thus classifying inventory
as a current asset on the balance sheet (prior to placement into service).
- Obsolescence –
§ One factor for accruing [and/or expensing]
inventory in the financial statements is whether or not inventory is considered obsolete.
§ The rapid effect of technology obsolescence
has a significant effect on tablet hardware device fair market value over a very short period of time.
§ Ownership of tablet devices transfers
to rideshare or other business upon being placed into service, and is expensed to Cost of Sales on the income statement at that
time. Devices are brand-new when placed into service by the Company. The Company does not consider inventory obsolete.
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 4
- Consumption –
§ One factor when expensing inventory to
the income statement is identification of the point in time a product is consumed by customers.
§ When devices are given to rideshare or
other businesses, physical transfer of ownership occurs. At this point in time, devices are expensed to Cost of Sales on the income
statement and are considered consumed by Management.
- Lower of cost or market (LCM) –
§ One factor when accruing inventory on
the balance sheet is to consider lower of cost or market [FMV] factors.
§ The Company purchases tablet devices on
a wholesale discounted basis. Tablet devices held in inventory by the Company are brand-new until placed into service with rideshares
or other businesses [and expensed to Cost of Sales]. The Company considered these factors in and considers LCM satisfied for purposes
of .
§ These factors are consistent with and
support the Company’s LCM analysis and application to the financial statements.
Conclusion:
Based on the factors outlined
above, Management’s accrual of tablet hardware devices as inventory on the balance sheet is in accordance with ASC 606.
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies
Subsequent Events, page F-12
5. We note you have addressed prior comment 14 by revising your disclosure to state the Company has evaluated subsequent events
through January 6, 2021. This date is unclear in that the audit report on page F-21 is dated January 8, 2021. Please advise or
revise accordingly and identify the nature of this date. Refer to ASC 855-10-50-1. In addition, you disclose in your subsequent
events footnote on page F-19 that as of the date of this report, you have not filed a Form S-1. However, the Form S-1 was filed
on the same date of the report. Please revise accordingly.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 5
Note 10. Intangible Assets, page F-18
6. Your response to prior comment 15 appears to provide general factors to consider when estimating the useful life of an intangible
asset. Please provide us with a detailed analysis that you used to determine the useful life of your intellectual property. Refer
to ASC 350-40-35-5, noting paragraph e, that, "given the history of rapid changes in technology, software often has had a
relatively short useful life." In addition, expand your intellectual property policy to clarify that items you expense and
amortize. Refer to ASC 350-40-25.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
The Company acquired intellectual
property (IP) through the development of its technology products. The Company's intellectual property include production costs
associated with its technology products. Based on a variety of factors, Management has assigned a useful life on the IP of 10 years.
See below additional details and factors considered in assignment of the 10-year useful life.
According to Accounting Standards
Codification (ASC) topic 350, a number of factors affect an assets remaining useful life, including economic, contractual, legal,
and technological factors. An intangible asset’s useful life is generally defined as the time period over which the asset
is expected to contribute, directly or indirectly, to a company’s future cash flows.
Other factors considered in the
assignment of IP remaining useful life allocation were as follows:
- Economic and Competitive Factors – these factors affect the IP’s ability to
generate a sufficient return. Presently, Alfi owns a patent and has additional patents pending with the United States Patent and
Trademark Office (USPTO). A patent has a legal life of 20 years.
- Legal Factors – if the IP has been subject to litigation, any resulting court orders
or judgements can rein in remaining use life allocation.
- Regulatory Constraints – federal, state, and local regulations can abbreviate an IP
asset’s remaining useful life allocation.
- Technological Factors – advances in technology can lead to obsolescence before a statutory
term expires.
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 6
Conclusion:
Management, taking into account
competition, market demand, the 20-year statutory life of most patents, and timing for products that incorporate the IP and production
costs, determined that a 10-year useful life for IP is a conservative expectation.
Further, Management’s determination
of a 10-year useful life for IP was based on a conservative expectation that the Company’s technology products will produce
future cash flows for at least a 10-year period of time (or longer). There are no known or anticipated economic, legal,
regulatory, or technological constraints which would preclude assignment of a 10-year useful life on the Company’s IP asset.
Useful life allocation of 10 years for the Company’s IP is deemed reasonable for purposes of GAAP financial accounting and
factors listed above.
Note
11. Inventory, page F-19
7. It is unclear how you responded to our prior comment 16. Please provide us with your analysis and guidance considered to conclude
that these tablet devices have a useful life of less than one year.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
The Company purchased approximately
9,600 Lenovo tablet hardware inventory devices in 2020 (the “devices”), which are held for placement with rideshare
and other businesses.
The Company’s devices represent
an incentive-based outreach program by which devices are provided complimentary to rideshare or other businesses that sign up for
the Company’s Software-as-a-Service (SaaS) product.
As part of the Company’s
sales agreements with rideshare and other businesses, devices are provided as a complimentary product in exchange for monetization
of the respective set of business consumer’s attention. Physical ownership of the 9,600 devices transfers to rideshare or
other businesses at the time they are placed into service by the Company.
The devices are accounted for
as Inventory until they are provided to a rideshare or other businesses as part of the agreement with the Company. Upon being placed
into service for consumer use, the Company expenses Inventory to Cost of Sales on the income statement.
Division of Corporation Finance
U.S. Securities & Exchange Commission
February 9, 2021
Page 7
Based on the Company’s
review, classification for the devices is supported by Accounting Standards Codification Topic 606, as follows:
- Legal ownership –
§ One factor when accruing inventory is
whether or not the Company is the legal owner of a product.
§ The Company owns devices purchased until
they are physically placed into service with rideshares or other businesses. At that point in time, the Company expenses the entire
device to Cost of Sales on the income statement.
- Used within recurring business operations –
§ One factor for accruing inventory on the
balance sheet is whether or not the product is included in the Company’s on-going business operations.
§ The Company’s tablet hardware inventory
devices are part of its on-going core business operation. Devices are held as Inventory on the balance sheet until they are placed
into service and then expensed to Cost of Sales. Legal ownership of physical tablet devices transfers to customer upon being placed
into service by the Company.
- Useful life expectation is less than one (1) year
–
§ One factor when accounting for inventory
is whether or not a product has an anticipated useful life less than one (1) year.
§ Ownership of tablet devices transfers
to rideshare or other business upon being placed into service, and is expensed to Cost of Sales on the income statement at that
time. The Company considers its inventory to have an estimated useful life of less than one (1) year, thus classifying inventory
as a current asset on the balance sheet (prior to placement into service).
- Obsolescen
2021-02-05 - CORRESP - Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
CORRESP 1 filename1.htm February 5, 2021 Anne McConnell Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, DC 20549 Re: Alpine 4 Technologies Ltd. Registration Statement on Form S-3 filed January 29, 2021 File No. 333-252539 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. McConnell: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Alpine 4 Technologies Ltd. (the “Company”), hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 8:00 a.m. Eastern Standard Time on Wednesday, February 10, 2021, or as soon thereafter as possible. The undersigned acknowledges, on behalf of the Company, that: -should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; -the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and -the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We request that we be notified of such effectiveness by a telephone call to company counsel, C. Parkinson Lloyd of Kirton McConkie at (801) 350-7619, and that such effectiveness also be confirmed in writing. Thank you for your consideration and assistance in this matter. Respectfully submitted, ALPINE 4 TECHNOLOGIES, LTD. /s/ Kent B. Wilson CEO / President
2021-02-04 - UPLOAD - Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
United States securities and exchange commission logo
February 4, 2021
Kent Wilson
Chief Executive Officer
Alpine 4 Technologies Ltd.
2525 E Arizona Biltmore Circle
Suite C237
Phoenix, AZ 85016
Re:Alpine 4 Technologies Ltd.
Registration Statement on Form S-3
File No. 333-252539
Filed on January 29, 2021
Dear Mr. Wilson:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Anne McConnell at 202-551-3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2021-02-02 - CORRESP - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
CORRESP 1 filename1.htm Company Acceleration Request February 2, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Allegro MicroSystems, Inc. Registration Statement on Form S-1 Filed February 2, 2021 Dear Mr. Jones: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on February 4, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Allegro MicroSystems, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Peter Labonski of Latham & Watkins LLP, counsel to the Company, at (212) 906-1323, or in his absence, Keith Halverstam at (212) 906-1761, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. We understand that the staff of the United States Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. Sincerely yours, Allegro MicroSystems, Inc. By: /s/ Ravi Vig Ravi Vig President and Chief Executive Officer cc: Peter Labonski, Esq. Keith Halverstam, Esq.
2021-02-02 - CORRESP - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
CORRESP 1 filename1.htm Underwriter Acceleration Request February 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones Re: Allegro MicroSystems, Inc. Registration Statement on Form S-1 Filed February 2, 2021 Dear Mr. Jones: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Allegro MicroSystems, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on February 4, 2021, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 250 copies of the Preliminary Prospectus dated February 2, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [Signature Page Follows] Very truly yours, BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC WELLS FARGO SECURITIES, LLC Acting severally on behalf of themselves and the several Underwriters By: BARCLAYS CAPITAL INC. By: /s/ GEOFFREY FELDKAMP Name: Geoffrey Feldkamp Title: Managing Director By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ RYAN CRITCHFIELD Name: Ryan Critchfield Title: Director By: WELLS FARGO SECURITIES, LLC By: /s/ JAMES (BEAU) BOHM Name: James (Beau) Bohm Title: Managing Director [Signature Page to Underwriter Acceleration Request Letter]
2021-02-02 - UPLOAD - AlTi Global, Inc. (ALTI) (CIK 0001838615)
United States securities and exchange commission logo
February 2, 2021
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, New York 10017
Re:Cartesian Growth Corporation
Draft Registration Statement on Form S-1
Submitted January 7, 2021
CIK No. 0001838615
Dear Mr. Yu:
We have reviewed your draft registration statement and have the following comment. In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
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 our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted January 7, 2021
Signatures, page II-4
1.Please have your principal accounting officer or controller sign the registration statement.
Refer to Instruction 1 to Signatures on Form S-1.
FirstName LastNamePeter Yu
Comapany NameCartesian Growth Corporation
February 2, 2021 Page 2
FirstName LastName
Peter Yu
Cartesian Growth Corporation
February 2, 2021
Page 2
You may contact Jorge Bonilla at 202-551-3414 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jonathan Burr at 202-551-5833 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
2021-01-28 - UPLOAD - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
United States securities and exchange commission logo
January 28, 2021
Ravi Vig
Chief Executive Officer
Allegro Microsystems, Inc.
955 Perimeter Road
Manchester, New Hampshire 03103
Re:Allegro Microsystems, Inc.
Draft Registration Statement on Form S-1
Submitted January 25, 2021
CIK No. 0000866291
Dear Mr. Vig:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Peter M. Labonski, Esq.
2021-01-28 - UPLOAD - Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
United States securities and exchange commission logo
January 28, 2021
John Kao
Chief Executive Officer
Alignment Healthcare, Inc.
1100 W. Town and Country Road, Suite 1600
Orange, CA 92868
Re:Alignment Healthcare, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 11, 2021
CIK No. 0001832466
Dear Mr. Kao:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Alignment's Virtuous Cycle, page 6
1.Refer to your response to comment 3. Please revise to clarify that the average cost of a
nurse visit and hospitalization are derived from your own internal calculations.
2.Refer to your response to comment 4. Please revise to disclose your membership numbers
for the fiscal years ended December 31, 2019 and December 31, 2020.
Richest coverage and benefits, page 7
3.Refer to your response to comment 1. Please clarify what you mean by the statement that
FirstName LastNameJohn Kao
Comapany NameAlignment Healthcare, Inc.
January 28, 2021 Page 2
FirstName LastName
John Kao
Alignment Healthcare, Inc.
January 28, 2021
Page 2
your Medicare Advantage plans were "rated" in the top three for benefit richness and more
clearly describe what you mean by "richness."
Business, page 102
4.Refer to comments 9 and 11. Please disclose the material terms of your CMS agreements,
including the length of the agreement, the types of benefits you are required to provide to
members, the member enrollment requirements, the benefit and price bid proposals you
are required to submit to CMS and the termination provisions. In addition, please disclose
your overall Star rating in California and, if true, that the payments in Nevada and North
Carolina, which do not yet have independent Star ratings due to your limited operating
history in those markets, will be based on your California Star rating for the next several
years.
Our Growth Strategy
Expand into new markets, page 120
5.Refer to your response to comment 12 and your disclosure that you have identified
additional markets for potential expansion in 2022 and beyond to continue to your growth
strategy. Please disclose the areas of the country you have identified, such as the
Northeast or the South, and whether the identified markets are rural, suburban or urban.
Partner with providers to accelerate growth and improve operational performance, page 121
6.Refer to your response to comment 13. Please revise to disclose the different types of
payment models and agreements, including your VIE agreements, you have with medical
providers and medical organizations.
You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch Chief, at 202-551-
3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
2021-01-21 - UPLOAD - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
United States securities and exchange commission logo
January 21, 2021
Shane R. Tackett
Executive Vice President/Finance and Chief Financial Officer
ALASKA AIR GROUP, INC.
19300 International Boulevard
Seattle, WA 98188
Re:ALASKA AIR GROUP, INC.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 12, 2020
File No. 001-08957
Dear Mr. Tackett:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2021-01-21 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
January 21, 2021
Scott A. Tozier
Chief Financial Officer
ALBEMARLE CORPORATION
4250 Congress Street, Suite 900
Charlotte, North Carolina
28209
John Barichivich
Financial Officer
ALBEMARLE CORPORATION
4250 Congress Street, Suite 900
Charlotte, North Carolina
28209
Re:ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Tozier:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2021-01-21 - UPLOAD - Alfi, Inc. (ALFIQ) (CIK 0001833908)
United States securities and exchange commission logo
January 21, 2021
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re:Alfi, Inc.
Registration Statement on Form S-1
Filed January 8, 2021
File No. 333-251959
Dear Mr. Pereira:
We have reviewed your 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.
Registration Statement on Form S-1
Risk Factors
Provisions in our Charter and Delaware law, page 23
1.We note your response to prior comment 4. Your statement that the Court of Chancery
and the federal district court for the District of Delaware shall have concurrent jurisdiction
for Securities Act claims is inconsistent with the revised disclosure and your disclosure on
page 58. Please also revise your prospectus to state that there is uncertainty as to whether
a court would enforce your exclusive forum provision. In this regard, we note that Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
January 21, 2021 Page 2
FirstName LastName
Paul Pereira
Alfi, Inc.
January 21, 2021
Page 2
Business, page 37
2.We note your response to prior comment 8. The disclosure on page F-15 is inconsistent
with your statement that you have not yet entered into any license agreements. Please
revise or advise.
Description of Capital Stock
Securities Offered in this Offering, page 55
3.We note your response to prior comment 10. Please file the form of warrant as an exhibit
to your registration statement.
Condensed Consolidated Balance Sheet, page F-4
4.We have reviewed your response to prior comment 12 and it is unclear how you have
revised your disclosure as you continue to classify the tablet hardware devices that are
placed into service with customers as inventory. We repeat our prior comment to consider
renaming your line item as you do not sell these tablet devices for revenue. Refer to ASC
330-10-05-2.
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies
Subsequent Events, page F-12
5.We note you have addressed prior comment 14 by revising your disclosure to state the
Company has evaluated subsequent events through January 6, 2021. This date is unclear
in that the audit report on page F-21 is dated January 8, 2021. Please advise or revise
accordingly and identify the nature of this date. Refer to ASC 855-10-50-1. In addition,
you disclose in your subsequent events footnote on page F-19 that as of the date of this
report, you have not filed a Form S-1. However, the Form S-1 was filed on the same date
of the report. Please revise accordingly.
Note 10. Intangible Assets, page F-18
6.Your response to prior comment 15 appears to provide general factors to consider when
estimating the useful life of an intangible asset. Please provide us with a detailed analysis
that you used to determine the useful life of your intellectual property. Refer to ASC 350-
40-35-5, noting paragraph e, that, "given the history of rapid changes in technology,
software often has had a relatively short useful life." In addition, expand your intellectual
property policy to clarify that items that you expense and amortize. Refer to ASC 350-40-
25.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
January 21, 2021 Page 3
FirstName LastName
Paul Pereira
Alfi, Inc.
January 21, 2021
Page 3
Note 11. Inventory, page F-19
7.It is unclear how you responded to our prior comment 16. Please provide us with your
analysis and guidance considered to conclude that these tablet devices have a useful life of
less than one year.
Condensed Consolidated Balance Sheet, page F-22
8.In response to prior comment 13, we note you labeled the items in your interim balance
sheet as related party, as applicable, but did not similarly identify related party items in
your year-end balance sheets. On the face of your balance sheet, please identify the
respective amounts as related party as noted in your related party note payable on page F-
14. Refer to paragraph 19 of Rule 5-02 of Regulation S-X.
Note 1. Business Description Background, page F-26
9.We have reviewed your response to prior comment 18 and it appears that you have not
made any revisions in response to the comment. In this regard, your disclosure indicates
that the Company was formed during 2018. However, the audit report and your financial
statements appear to show a full year 2018. Please advise or revise accordingly.
Notes to the Condensed Consolidated Financial Statements, page F-26
10.It is unclear how you responded to our prior comment 19 since the disclosures were not
revised. Please provide disclosure to show a reconciliation of the numerators and the
denominators of the basic and diluted per share computations for income from continuing
operations. Similar concerns apply to your interim financial statements. Refer to ASC
260-10-50.
Note 6. Income Taxes, page F-31
11.It is unclear how the Company responded to prior comment 20 since the disclosures were
not revised. Expand your disclosure to explain the nature of your VAT tax refund and
whether you received the cash amounts related to the VAT tax refund. In addition, please
consider providing your VAT related disclosures in a separate footnote as these taxes are
not income taxes.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
January 21, 2021 Page 4
FirstName LastName
Paul Pereira
Alfi, Inc.
January 21, 2021
Page 4
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew M. Tucker
2021-01-08 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
filename1.htm
NELSON MULLINS RILEY &
SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T 202.689.2987 M 703.624.3897
andy.tucker@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
January 8, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention:
Michael Foland
Ryan Rohn
Re: Alfi, Inc.
Draft Registration Statement on Form S-1
Submitted November 30, 2020
CIK No. 0001833908
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation
organized under the laws of Delaware (the “Company”), we are transmitting this letter in response to
comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated
December 23, 2020 with respect to the Company’s Confidential Draft Registration Statement on Form S-1 (the “Draft
Registration Statement”). This letter is being submitted together with a Registration Statement (the “Registration
Statement”), which has been revised to address the Staff’s comments to the Draft Registration Statement. The
bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s
responses. For the Staff’s convenience, we are also sending, by courier, copies of this letter and marked copies of the Registration
Statement that reflect changes made to the Draft Registration Statement. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them in the Registration Statement.
Draft Registration Statement on Form S-1
Cover Page
1. We note that holders of Class A Units may commence separately trading the shares of common stock and Series A
Warrant at any time after the 60th day after the date of this prospectus. However, you also state that without Kingswood Capital
Markets' determination that an earlier date is acceptable, the components of the Class A units will not begin to trade separately
until the first trading day following the one year anniversary of the date of this prospectus but in no event until after 45 days.
Please reconcile these statements and describe the circumstances under which holders of Class A Units may commence separately
trading the shares of common stock and Series A Warrant.
California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North
Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 2
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure throughout the Registration Statement in response
to the Staff’s comment.
The Underwriter has informed the Company that their
decision as to separate trading will depend on the depth of the market and the success of the offering.
The Company
also wishes to inform the Staff that the offering no longer includes the Series B Warrant so references to it have been deleted
throughout. This also makes the legal opinion comment regarding the exercise of the Series B Warrant the Staff provided orally
moot. However, for the Staff’s benefit, when the question was raised, the Underwriter informed the Company that the Series B
Warrant would have contained a floor exercise price, of $1.00 equal to the continued listing price for the Common Stock, to prevent
an unlimited number of shares from being issued.
Prospectus Summary, page 1
2. You state that Alfi has been able to achieve click through rates (“CTRs”) of between 6% and 9% and believes
that it could achieve CTRs exceeding 15% as Alfi-enabled devices are deployed more widely. Please provide the basis for your belief
that you will be able to achieve CTRs exceeding 15%. As part of your response, disclose the time period that was used to measure
the current CTRs, the number of devices, and the number of locations in which it is currently deployed.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has included in both the Prospectus Summary
and in the Business section the data to support the Company’s belief on CTRs.
The Offering, page 5
3. Please disclose that the net proceeds that will be used to repay the outstanding indebtedness of $2.5 million will be repaid
to Lee Aerospace, a corporation controlled by one of your board members.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the use of proceeds in both
the Summary and the Use of Proceeds section as well as conforming changes throughout, such as in Capitalization and Dilution. In
addition, language has been added to describe the Bridge Note that was put in place after the Staff’s comment letter. Prior
to that time, while the Company had entered into a letter of intent to fund a bridge loan with a third party lender, such lender
defaulted. As a result, Lee Aerospace, the CEO and CFO made the Bridge Loan now described in the S-1.
Risk Factors
Provisions in our Charter and Delaware law may have the effect..., page 23
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 3
4. Please disclose in this risk factor, consistent with your disclosure on page 60, that your bylaws provide that the
United States District Court for the Southern District of Florida will be the exclusive forum for resolving any complaint asserting
a cause of action arising under the Securities Act.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on Page 23 to clarify the statement in
response to the Staff’s comment.
Capitalization, page 29
5. Expand your table to show amounts and adjustments presented from historical to pro forma to adjusted pro forma. Your table
should also reflect your repayment of outstanding indebtedness of approximately $2,500,000 as noted on page 5. Refer to Rule 11-02(a)(4) of
Regulation S-X.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the Capitalization Table. The actual column reflects the full
amount of the initial loan from Lee Aerospace. Pro forma reflects the amount outstanding under the bridge loan, as if the full
amount of the loan had been advanced, and the pro forma as adjusted reflects the offering and the repayment of both loans and
the purchase of the tablets.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations Nine Months Ended September 30, 2020 Compared with Nine Months Ended September 30, 2019, page 35
6. Your Other Income (expense) disclosure indicates that Other Income (expense) decreased for the nine months ended September 30,
2020 compared to the nine months ended September 30, 2019. However, your Other Income (expense) increased during this time.
Please advise or revise accordingly.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has corrected the disclosure.
Liquidity and Capital Resources, page 36
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 4
7. Please discuss the material terms of the bridge loan that you reference on page 60, including the identity of the bridge
loan provider and any consideration you have provided in exchange for the bridge loan. In this respect, we note your disclosure
that the bridge loan provider will have warrants for the purchase of common shares upon the completion of this offering. Please
also briefly discuss the bridge loan in the prospectus summary.
Response: The
Company respectfully acknowledges the Staff’s comment. As discussed, the terms of the bridge loan changed from the prior
anticipated terms to the ones finally agreed. The disclosure is consistent throughout.
Business, page 38
8. Please discuss the material terms of the license agreements with your customers that you reference on page F-15. Also
discuss the “revenue producing contracts” that you entered into in exchange for 25,000 shares of common stock that
you reference on page F-33.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has not yet entered into any license
agreements. The language on page F-15 has been revised. The shares of common stock referenced have been issued to a public
relations firm as compensation for services. It was anticipated that the public relations firm would assist in raising the Company’s
profile and would produce revenue producing contracts. The language on Page F-33 and elsewhere has been revised.
Certain Relationships and Related Party Transactions, page 55
9. Please discuss the material terms of the inventory purchase agreement with Lee Aerospace. Disclose that you have already
purchased 2,000 tablets from Lee Aerospace with cash. Also disclose the terms under which you have the opportunity to acquire an
additional 7,600 tablets. File the note and the inventory purchase agreement with Lee Aerospace as exhibits to the filing. Refer
to Item 601(b)(10) of Regulation S-K.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure in the Prospectus.
The Company wished to inform the Staff that the original 2,400 tablets were purchased by the Company. Lee Aerospace purchased the
additional tablets so that the Company was able to secure more favorable pricing from Lenovo.
Description of Capital Stock
Securities Offered in this Offering, page 57
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 5
10. We note the disclaimer that the summary of that warrants being offered is not complete and qualified in its entirety by
the provisions of the warrant. Please revise to remove the statement that the summary is not complete. As you are responsible for
the accuracy of the information in the filing, this type of qualification is inappropriate. Please ensure that you file the Series A
and Series B Warrants as exhibits to the filing.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure accordingly.
Exercisability, page 57
11. Please add a risk factor that addresses your ability to maintain a sufficient number of shares authorized for issuance and
the risk that you may need to seek shareholder approval if the number of shares issued pursuant to the cashless exercise of your
Series B
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that since the Series B Warrants are no
longer being offered, such risk factor is unnecessary.
Condensed Consolidated Balance Sheet, page F-4
12. We note you currently classify the tablet hardware devices that are placed into service with customers as inventory. Please
consider renaming your line item as you do not sell these tablet devices for revenue. Refer to ASC 330-10-05-2.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
13. We note your related party note payable on page F-14 and your related party payable related to tablets on page F-15.
On the face of your balance sheet, please identify these amounts as related party. Similar concerns apply to your balance sheet
on page F-21. Refer to paragraph 19 of Rule 5-02 of Regulation S-X.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies Subsequent Events, page F-12
14. Your disclosure states that the Company evaluates events that have occurred after the balance sheet date but before the
financial statements are issued. Please revise your disclosure to state the date through which subsequent events have been evaluated
and the nature of this date. Refer to ASC 855-10-50-1.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
Note 10. Intangible Assets, page F-18
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 6
15. Please clarify the nature of your intellectual property.
Further, provide us with your analysis that you considered to determine your intellectual
property has a weighted average useful life of approximately 10 years.
Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the noted language has been removed in response to the Staff’s comment.
The Company acquired intellectual
property (IP) through the development of its technology products. The Company's intellectual property include production costs
associated with its technology products. Based on a variety of factors, Management has assigned a useful life on the IP of 10 years.
See below additional details and factors considered in assignment of the 10-year useful life.
According to Accounting Standards
Codification (ASC) topic 350, a number of factors affect an asset’s remaining useful life, including economic, contractual,
legal, and technological factors. An intangible asset’s useful life is generally defined as the time period over which the
asset is expected to contribute, directly or indirectly, to a company’s future cash flows.
Other factors considered in the
assignment of IP remaining useful life allocation were as follows:
- Economic and Competitive Factors – these factors affect the IP’s ability to
generate a sufficient return. Presently, Alfi owns a patent and has additional patents pending with the United States Patent and
Trademark Office (USPTO). A patent has a legal life of 20 years.
- Legal Factors – if the IP has been subject to litigation, any resulting court orders
or judgements can rein in remaining use life allocation.
- Regulatory Constraints – federal, state, and local regulations can abbreviate an IP
asset’s remaining useful life allocation.
- Technological Factors – advances in technology can lead to obsolescence before a statutory
term expires.
Conclusion:
Management, taking into account
competition, market demand, timing for products that incorporate the IP and production costs, determined that a 10-year useful
life for IP is a conservative expectation. Furthermore, Management’s assignment of a 10-year useful life for the IP addresses
an expectation that Alfi’s technology products will produce future cash flows for at least a 10-year period of time
(or longer). There are no known or anticipated economic, legal, regulatory, or technological constraints which would preclude assignment
of a 10-year useful life on Alfi’s IP asset. Useful life allocation of 10 years for the Company’s IP is deemed reasonable
for purposes of GAAP financial accounting and factors listed above.
Note
11. Inventory, page F-18
Division of Corporation Finance
U.S. Securities & Exchange Commission
January 8, 2021
Page 7
16. Your disclosure indicates that once you place a tablet device into service with a customer, you expense the inventory in
full. Please provide us with your analysis and guidance considered to fully expense these tablets, rather than amortizing the tablets
over their estimated useful lives.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in response
to the Staff’s comment.
R
2021-01-08 - UPLOAD - ALKAMI TECHNOLOGY, INC. (ALKT) (CIK 0001529274)
United States securities and exchange commission logo
January 8, 2021
Michael Hansen
Chief Executive Officer
Alkami Technology, Inc.
5601 Granite Parkway, Suite 120
Plano, TX 75024
Re:Alkami Technology, Inc.
Draft Registration Statement on Form S-1
Submitted December 14, 2020
CIK No. 0001529274
Dear Mr. Hansen:
We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Market and Industry Data, page ii
1.We note your statement that your market share and market position information is an
approximation based upon management’s knowledge. Please further describe the basis of
management’s knowledge that support your statements in the prospectus summary that
you have outperformed the market in winning clients among financial institutions that
emphasize retail banking and that you are one of the fastest-growing digital banking
platforms in the United States.
Prospectus Summary, page 3
2.Please present financial and operational metrics for each period presented to provide
FirstName LastNameMichael Hansen
Comapany NameAlkami Technology, Inc.
January 8, 2021 Page 2
FirstName LastNameMichael Hansen
Alkami Technology, Inc.
January 8, 2021
Page 2
sufficient context and balance to the disclosures. In this regard, you disclose net dollar
revenue retention rate only for nine-months ended September 30, 2020 and the number of
clients for fiscal 2020 but do not provide similar disclosure for fiscal 2019.
Prospectus Summary
Overview, page 3
3.Please define how you calculate net dollar revenue retention rate.
Our Industry, page 4
4.Please identify the industry source supporting your statement that there are over 350
million digital bank user accounts in the United States and the retail analytics firm that
stated foot traffic remained down nearly 25% year-over-year for the week ended
November 29, 2020.
Our Market Opportunity, page 6
5.Please disclose any material assumptions and limitations associated with your estimate of
your total addressable market as addressed in the FI Navigator report. For example, one
material limitation on the expected growth of your total addressable market would be the
trend of consolidation among financial institutions and that very few new financial
institutions are being created.
Risk Factors
Risks Relating to Our Business and Industry
The terms of our credit agreement…, page 36
6.Please disclose the amount outstanding under your credit agreement.
Anti-takeover provisions contained in our charter documents…, page 40
7.Please briefly describe those provisions in your amended and restated certificate of
incorporation that require a 66 2/3% vote to repeal.
Risks Related to this Offering and Ownership of Our Common Stock
The principal stockholders…, page 40
8.Please quantify the beneficial ownership of your executive officers, directors and principal
stockholders.
General Risk Factors
Natural or man-made disasters and other similar events…, page 48
9.Please revise this risk factor to discuss the specific impacts of COVID-19 on the company
or advise.
FirstName LastNameMichael Hansen
Comapany NameAlkami Technology, Inc.
January 8, 2021 Page 3
FirstName LastNameMichael Hansen
Alkami Technology, Inc.
January 8, 2021
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of GAAP to Non-GAAP Measures, page 76
10.We note your disclosure on page 67 that you believe non-GAAP cost of subscription
services provides investors and other users of your financial information consistency and
comparability with your past financial performance and facilitates period-to-period
comparisons of operations. Please further clarify why this measure provides useful
information to investors. In this regard, it appears to exclude significant expenses that are
necessary to generate your subscription revenues. Refer to Item 10 (e) of Regulation S-K.
11.Clarify why it is appropriate to refer to this measure as non-GAAP cost of subscription
revenue, which is a similar description to GAAP cost of revenues, and it excludes
significant implementation services expenses that are necessary to generate your
subscription revenues. Refer to Item 10(e) of Regulation S-K.
Business
Our Industry, page 88
12.Please disclose the source of the statistical information presented in this section.
Executive Compensation, page 115
13.Please provide executive compensation disclosure for the year ended December 31, 2019.
In this regard, we note that executive compensation disclosure for the year ended
December 31, 2019 is required to be included in your registration statement as that
information previously was required to be provided in response to a Commission filing
requirement. Refer to Instruction 1 to Item 402(c) of Regulation S-K.
Certain Relationships and Related Party Transactions
Certain Transactions, page 129
14.Please file the agreement with CU cooperative as an exhibit to your registration
statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Underwriting, page 146
15.Please disclose the exceptions to the lock-up agreements.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
16.You disclose that implementation and integration of the digital banking platform is
complex, and you have determined that the one-time, upfront services do not transfer a
promised service to the client. Please further clarify the nature of your implementation
services and why they are not distinct from your SaaS services. Tell us how you
considered the factors in ASC 606-10-25-19 through ASC 606-10-25-21 in making your
FirstName LastNameMichael Hansen
Comapany NameAlkami Technology, Inc.
January 8, 2021 Page 4
FirstName LastName
Michael Hansen
Alkami Technology, Inc.
January 8, 2021
Page 4
determination.
17.Please clarify when you begin to recognize revenue relating to your SAAS arrangements.
Clarify if you begin to recognize revenue upon commencement of the implementation
services or when the customer goes live on your platform, and the basis for this
determination.
18.You disclose that for those services that are processed by third party applications you
evaluate whether you are acting as a principal or an agent based upon the transfer of
control of the services to the customer and after evaluating each of the applications used to
provide SaaS services, you have determined that you are acting as the principal in these
transactions and record revenue on a gross basis. Please further clarify the nature of
the services that are processed by third party applications and how you considered each of
the factors in ASC 606-10-55-36 through 55-40.
Stock Based Compensation, page F-11
19.Tell us how you considered your recent sales of preferred shares in the determination of
the fair value of your common stock.
Note 8. Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit)
Conversion, page F-19
20.Please clarify your disclosure to state whether all of your redeemable convertible
preferred shares are convertible upon a qualified IPO, and describe how a qualified IPO is
defined.
Note 9 Equity Compensation Plan
Stock Options, page F-20
21.Please disclose the fair value of your shares of common stock used in the determination of
the fair value of your stock options for each period presented.
Financial Statements
Notes to Financial Statements
Note 15. Subsequent Events, page F-27
22.Please provide your significance test for the acquisition of ACH Alert. We refer you to
Rule 3-05 of Regulation S-X. Based on the significance please provide the required
audited financial statements and pro forma information as required by Article of 11 of
Regulation S-X.
FirstName LastNameMichael Hansen
Comapany NameAlkami Technology, Inc.
January 8, 2021 Page 5
FirstName LastName
Michael Hansen
Alkami Technology, Inc.
January 8, 2021
Page 5
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2021-01-06 - CORRESP - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
CORRESP
1
filename1.htm
Document
January 5, 2021
Division of Corporation Finance
Office of Transportation and Leisure
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Karl Hiller, Mark Wojciechowski,
Irene Barberena-Meissner and Karina Dorin
Re: Alaska Air Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 12, 2020
File No. 001-08957
Dear Messrs. Hiller and Wojciechowski and Mses. Barberena-Meissner and Dorin:
This letter is in response to the comment received from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) regarding the above-referenced filing by Alaska Air Group, Inc. For your convenience, we have restated the Staff’s comment in italics prior to our response to the comment.
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019
General
1. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and that stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, please provide corresponding risk factor disclosure regarding the impact of your exclusive forum provision on stockholders, including that they may be subject to increased costs to bring a claim and that the provision could discourage claims or limit their ability to bring a claim in a judicial forum that they find favorable. Further, if this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform stockholders in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.
Response:
We respectfully advise the Staff that the Delaware forum selection provision included in the Company’s Amended and Restated Bylaws is not intended to apply to actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. As noted in the Staff’s comment, only federal courts have jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, federal and state courts have concurrent jurisdiction over suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and the Company’s existing forum selection provision is not intended to modify the scope of this concurrent jurisdiction. We also respectfully advise the Staff that we previously included the following disclosure in the Description of Capital Stock exhibit that we filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 to inform stockholders that the provision does not apply to actions arising under the Securities Act or Exchange Act:
Under the provisions of our bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owned by any of our directors, officers, other employee or stockholder to us or our stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine.
This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in our bylaws will not relieve us of any of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
We intend to include similar disclosure in our future filings of the Description of Capital Stock exhibit required by Item 601(b)(4) of Regulation S-K as well as in future filings describing our Delaware forum selection provision. In addition, in response to the Staff’s comment, we will include a risk factor in the Annual Report on Form 10-K we file for the year ended December 31, 2020 (and other applicable future filings) regarding the impact of our Delaware forum selection provision on stockholders, including that they may be subject to increased costs to bring a claim and that the provision could discourage claims or limit their ability to bring a claim in a judicial forum they find favorable. We expect this risk factor will be substantially similar to the risk factor we included on page PS-7 of the prospectus supplement (filed under Rule 424(b)(7)) to our registration statement on Form S-3 filed with the Commission on September 25, 2020.
If the Staff has any questions regarding the foregoing response to the Staff’s comment, please contact me at your convenience at (206) 392-5292 or by email at Kyle.Levine@AlaskaAir.com.
Sincerely,
/s/ Kyle Levine
Kyle Levine
SVP Legal & General Counsel
Copies to:
Brad Tilden, Board Chair and Chief Executive Officer
Shane Tackett, Executive Vice President and Chief Financial Officer
Chris Berry, Vice President & Controller, Principal Accounting Officer
Allie Wittenberger, MD Corp Affairs & Compliance, Assistant Corporate Secretary
2020-12-23 - UPLOAD - Alfi, Inc. (ALFIQ) (CIK 0001833908)
United States securities and exchange commission logo
December 23, 2020
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re:Alfi, Inc.
Draft Registration Statement on Form S-1
Submitted November 30, 2020
CIK No. 0001833908
Dear Mr. Pereira:
We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note that holders of Class A Units may commence separately trading the shares of
common stock and Series A Warrant at any time after the 60th day after the date of this
prospectus. However, you also state that without Kingswood Capital Markets'
determination that an earlier date is acceptable, the components of the Class A units will
not begin to trade separately until the first trading day following the one year anniversary
of the date of this prospectus but in no event until after 45 days. Please reconcile these
statements and describe the circumstances under which holders of Class A Units may
commence separately trading the shares of common stock and Series A Warrant.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
December 23, 2020 Page 2
FirstName LastNamePaul Pereira
Alfi, Inc.
December 23, 2020
Page 2
Prospectus Summary, page 1
2.You state that Alfi has been able to achieve click through rates (CTRs) of between 6% and
9% and believes that it could achieve CTRs exceeding 15% as Aldi-enabled devices are
deployed more widely. Please provide the basis for your belief that you will be able to
achieve CTRs exceeding 15%. As part of your response, disclose the time period that was
used to measure the current CTRs, the number of devices, and the number of locations in
which it is currently deployed.
The Offering, page 5
3.Please disclose that the net proceeds that will be used to repay the outstanding
indebtedness of $2.5 million will be repaid to Lee Aerospace, a corporation controlled by
one of your board members.
Risk Factors
Provisions in our Charter and Delaware law may have the effect..., page 23
4.Please disclose in this risk factor, consistent with your disclosure on page 60, that
your bylaws provide that the United States District Court for the Southern District of
Florida will be the exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act.
Capitalization, page 29
5.Expand your table to show amounts and adjustments presented from historical to pro
forma to adjusted pro forma. Your table should also reflect your repayment of
outstanding indebtedness of approximately $2,500,000 as noted on page 5. Refer to Rule
11-02(a)(4) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Nine Months Ended September 30, 2020 Compared with Nine Months Ended September 30,
2019, page 35
6.Your Other Income (expense) disclosure indicates that Other Income (expense) decreased
for the nine months ended September 30, 2020 compared to the nine months ended
September 30, 2019. However, your Other Income (expense) increased during this time.
Please advise or revise accordingly.
Liquidity and Capital Resources, page 36
7.Please discuss the material terms of the bridge loan that you reference on page 60,
including the identity of the bridge loan provider and any consideration you have provided
in exchange for the bridge loan. In this respect, we note your disclosure that the bridge
loan provider will have warrants for the purchase of common shares upon the completion
of this offering. Please also briefly discuss the bridge loan in the prospectus summary.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
December 23, 2020 Page 3
FirstName LastNamePaul Pereira
Alfi, Inc.
December 23, 2020
Page 3
Business, page 38
8.Please discuss the material terms of the license agreements with your customers that you
reference on page F-15. Also discuss the "revenue producing contracts" that you entered
into in exchange for 25,000 shares of common stock that you reference on page F-33.
Certain Relationships and Related Party Transactions, page 55
9.Please discuss the material terms of the inventory purchase agreement with Lee
Aerospace. Disclose that you have already purchased 2,000 tablets from Lee Aerospace
with cash. Also disclose the terms under which you have the opportunity to acquire an
additional 7,600 tablets. File the note and the inventory purchase agreement with Lee
Aerospace as exhibits to the filing. Refer to Item 601(b)(10) of Regulation S-K.
Description of Capital Stock
Securities Offered in this Offering, page 57
10.We note the disclaimer that the summary of that warrants being offered is not complete
and qualified in its entirety by the provisions of the warrant. Please revise to remove the
statement that the summary is not complete. As you are responsible for the accuracy of
the information in the filing, this type of qualification is inappropriate. Please ensure that
you file the Series A and Series B Warrants as exhibits to the filing.
Exercisability, page 57
11.Please add a risk factor that addresses your ability to maintain a sufficient number of
shares authorized for issuance and the risk that you may need to seek shareholder approval
if the number of shares issued pursuant to the cashless exercise of your Series B
Warrants exceeds the number of authorized shares.
Condensed Consolidated Balance Sheet, page F-4
12.We note you currently classify the tablet hardware devices that are placed into service
with customers as inventory. Please consider renaming your line item as you do not sell
these tablet devices for revenue. Refer to ASC 330-10-05-2.
13.We note your related party note payable on page F-14 and your related party payable
related to tablets on page F-15. On the face of your balance sheet, please identify these
amounts as related party. Similar concerns apply to your balance sheet on page F-21.
Refer to paragraph 19 of Rule 5-02 of Regulation S-X.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
December 23, 2020 Page 4
FirstName LastNamePaul Pereira
Alfi, Inc.
December 23, 2020
Page 4
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies
Subsequent Events, page F-12
14.Your disclosure states that the Company evaluates events that have occurred after the
balance sheet date but before the financial statements are issued. Please revise your
disclosure to state the date through which subsequent events have been evaluated and the
nature of this date. Refer to ASC 855-10-50-1.
Note 10. Intangible Assets, page F-18
15.Please clarify the nature of your intellectual property. Further, provide us with your
analysis that you considered to determine your intellectual property has a weighted
average useful life of approximately 10 years.
Note 11. Inventory, page F-18
16.Your disclosure indicates that once you place a tablet device into service with a customer,
you expense the inventory in full. Please provide us with your analysis and guidance
considered to fully expense these tablets, rather than amortizing the tablets over their
estimated useful lives.
Report of Independent Registered Public Accounting Firm, page F-20
17.Please have your auditors revise their report to include the city and state from which the
auditor’s report has been issued and the date of the auditor’s report. Refer to PCAOB AS
3101.10(c) & (d).
Note 1. Business Description Background, page F-25
18.Your disclosure indicates that the Company was formed during 2018. However, the audit
report and your financial statements appear to show a full year 2018. Please advise or
revise accordingly.
Notes to the Condensed Consolidated Financial Statements, page F-25
19.Please provide disclosure to show a reconciliation of the numerators and the denominators
of the basic and diluted per share computations for income from continuing operations.
Similar concerns apply to your interim financial statements. Refer to ASC 260-10-50.
Note 6. Income Taxes, page F-30
20.Expand your disclosure to explain the nature of your VAT tax refund and whether you
have received the cash amounts related to the VAT tax refund. In addition, please
consider providing your VAT related disclosures in a separate footnote as these taxes are
not income taxes.
FirstName LastNamePaul Pereira
Comapany NameAlfi, Inc.
December 23, 2020 Page 5
FirstName LastName
Paul Pereira
Alfi, Inc.
December 23, 2020
Page 5
General
21.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial statements and related matters. Please contact Michael C. Foland, Attorney-Advisor, at
(202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andrew M. Tucker
2020-12-22 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road, Tsim Sha Tsui, Hong
Kong
December 22, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Cara Wirth
Re:
ALE Group Holding Limited
Registration Statement on Form F-1, as amended (File No. 333-239225)
Request for Acceleration of Effectiveness
Dear Ms. Wirth:
In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, ALE Group Holding
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration
Statement on Form F-1, as amended (the “F-1 Registration Statement”) be accelerated to and that the F-1
Registration Statement will become effective at 4:00 pm, Eastern Time, on December 28, 2020, or as soon thereafter as
practicable.
If there is any change
in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. The
request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Hunter Taubman
Fischer & Li LLC.
The Company acknowledges that:
•
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any further questions, please
contact Joan Wu, Esq., at +1 (212) 530-2208, from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.
Very truly yours,
ALE Group Holding Limited
By:
/s/ Poon Tak Ching Anthony
Name:
Poon Tak Ching Anthony
Title:
Chief Executive Officer
2020-12-22 - UPLOAD - Alpha Investment Inc. (ALPC) (CIK 0001616736)
United States securities and exchange commission logo
December 22, 2020
Todd Buxton
Chief Executive Officer
Alpha Investment Inc.
200 East Campus View Boulevard, Suite 200
Columbus, OH 43235
Re:Alpha Investment Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 18, 2020
Form 10-Q for the Quarterly Period Ended September 30, 2020
Filed November 23, 2020
File No. 333-198772
Dear Mr. Buxton:
We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Dale S. Bergman, Esq.
2020-12-22 - UPLOAD - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
United States securities and exchange commission logo
December 22, 2020
Brandon S. Pederson
Executive Vice President/Finance and Chief Financial Officer
ALASKA AIR GROUP, INC.
19300 International Boulevard
Seattle, WA 98188
Re:ALASKA AIR GROUP, INC.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 12, 2020
File No. 001-08957
Dear Mr. Pederson:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your disclosure to state that there is uncertainty as to whether a court would enforce such
provision and that stockholders cannot waive compliance with the federal securities laws
and the rules and regulations thereunder. In addition, please provide corresponding risk
FirstName LastNameBrandon S. Pederson
Comapany NameALASKA AIR GROUP, INC.
December 22, 2020 Page 2
FirstName LastName
Brandon S. Pederson
ALASKA AIR GROUP, INC.
December 22, 2020
Page 2
factor disclosure regarding the impact of your exclusive forum provision on stockholders,
including that they may be subject to increased costs to bring a claim and that the
provision could discourage claims or limit their ability to bring a claim in a judicial forum
that they find favorable. Further, if this provision does not apply to actions arising under
the Securities Act or Exchange Act, please tell us how you will inform stockholders in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at 202-551-3759 or Karl
Hiller, Accounting Branch Chief, at 202-551-3763 if you have questions regarding comments on
the financial statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2020-12-21 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
December 21, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth
Re:
ALE Group Holding Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed December 11, 2020
File No. 333-239225
Dear Ms. Wirth:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated December 17, 2020 regarding our Amendment No. 4 to Registration Statement
on Form F-1 filed on December 11, 2020. For ease of reference, we have repeated the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 filed publicly accompanying this Response Letter is
referred to as Form F-1.
Amendment No. 4 to Registration Statement
on Form F-1 filed December 11, 2020
General
1. Please update the beneficial ownership table in accordance
with Item 6.E of Form 20-F and the share capital information in accordance with Item 10.A of Form 20-F.
Response: The Company respectfully
acknowledges the Staff’s comment and has amended F-1 to include the requested information.
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2020-12-21 - CORRESP - Alpha Investment Inc. (ALPC) (CIK 0001616736)
CORRESP
1
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Alpha Investment Inc.
Alpha Investment
Inc.
200 East Campus View Blvd., Suite 200
Columbus, OH 43235
December 21, 2020
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3030
100 “F” Street, N.E.
Attention: Mr. Frank Knapp
Mr. Robert Telewicz
Ms. Stacey Gorman
Re: Alpha Investment Inc. (the “Company”)
Form 10-K for the Fiscal Year Ended
December 31, 2019
Filed March 18, 2020
Form 10-Q for the Quarterly Period
Ended September 30, 2020
Filed November 23, 2020
File No. 333-198772
Gentlemen:
The following sets forth the Company’s
response to the Staff’s comments to the above filings set forth in the Staff’s comment letter dated December 15, 2020.
For your convenience, the response to each comment follows the comment itself.
Form 10-Q for the Quarterly Period Ended September
30, 2020
Item 1. Financial Statements
Notes to Condensed Financial Statements
Note 1 - Organization and Description of Business, page
9
Comment:
1. Please address the following
with respect to your 19% membership interest in Legacy Sand Group, LLC:
• Please tell us whether Legacy Sand Group, LLC maintains a specific ownership
account for each investor, and if so, explain to us how you considered the guidance of ASC Topic 323-30-S99 when concluding you
were not required to apply the equity method of accounting with respect to your investment. Reference is also made to ASC Topic
323-30-35-3.
Response:
After review of ASC Topic 323-3-S99,
we now believe that equity method treatment may be required. We note that Legacy Sands Group, LLC had no items of income
or expense that would be allocated to us under the equity method since the investment through the date of this response. Accordingly,
our current accounting treatment using the cost method will not need to be adjusted once we apply the equity method. We will
modify our existing disclosures and provide additional disclosures as required when using the equity method of accounting in our
next filing under the Securities Exchange Act of 1934, as amended, which will be the Company’s Annual Report on Form 10-K
for the year ending December 31, 2020.
Comment:
• Explain to us how you considered the need to provide financial statements
of Legacy Sand Group LLC in accordance with Rule 8-04 of Regulation S-X. In your response, please elaborate on the nature of the
business operations of Legacy Sands Group LLC and tell us whether there have been any operations related to the contributed leasehold
mining rights either prior to or after formation of the company.
Response:
We determined that separate financial
statements of Legacy Sands Group LLC prescribed by Rule 8-04 of Regulation S-X are not required because Legacy Sand Group LLC does
not meet the definition of a business as defined under S-X 11-01(d). We note that the asset held by Legacy Sand Group LLC
is not revenue producing and most of the other facts and circumstances that indicate a “business” as described
in S-X 11-01 (d) were not present in Legacy Sands LLC either at the time of the investment or as of the date of this response in
that other than the fracking rights it holds, Legacy Sands LLC does not have any of the following attributes:
(i) Physical facilities;
(ii) Employee base;
(iii) Market distribution
system;
(iv) Sales force;
(v) Customer base;
(vi) Production techniques;
or
(viii) Trade names.
We trust the foregoing fully responds
to the Staff’s comments. If you have any further questions or comments, kindly contact the undersigned at (614) 795-4551
or our counsel, Dale S. Bergman, Esq. of Gutiérrez Bergman Boulris, PLLC at (305) 358-5100 x103.
Very truly
yours,
ALPHA
INVESTMENT INC.
By: /s/
Todd C, Buxton
Todd
C. Buxton, Chief Executive Officer
2
2020-12-17 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
December 17, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed December 11, 2020
File No. 333-239225
Dear Mr. Poon:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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. 4 to Registration Statement on Form F-1 filed December 11, 2020
General
1.Please update the beneficial ownership table in accordance with Item 6.E of Form 20-F
and the share capital information in accordance with Item 10.A of Form 20-F.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
December 17, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
December 17, 2020
Page 2
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related matters.
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-12-16 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP 1 filename1.htm CORRESP Alta Equipment Group Inc. 13211 Merriman Road Livonia, Michigan 48150 December 16, 2020 VIA EDGAR Mr. Scott Anderegg U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Alta Equipment Group Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-251097) Acceleration Request Requested Date: Thursday, December 17, 2020 Requested Time: 4:30 p.m. Eastern Time Dear Mr Anderegg: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Washington D.C. time on December 17, 2020, or as soon thereafter as practicable. Please call Jude Sullivan of Howard & Howard Attorneys PLLC at (312) 456-3646 to provide notice of the effectiveness of the Registration Statement. Very truly yours, ALTA EQUIPMENT GROUP INC. By: /s/ Ryan Greenawalt Name: Ryan Greenawalt Title: Chief Executive Officer cc: Dean M. Colucci (Duane Morris LLP)
2020-12-15 - UPLOAD - Alpha Investment Inc. (ALPC) (CIK 0001616736)
United States securities and exchange commission logo
December 15, 2020
Todd Buxton
Chief Executive Officer
Alpha Investment Inc.
200 East Campus View Boulevard, Suite 200
Columbus, OH 43235
Re:Alpha Investment Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 18, 2020
Form 10-Q for the Quarterly Period Ended September 30, 2020
Filed November 23, 2020
File No. 333-198772
Dear Mr. Buxton:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended September 30, 2020
Item 1. Financial Statements
Notes to Condensed Financial Statements
Note 1 - Organization and Description of Business, page 9
1.Please address the following with respect to your 19% membership interest in Legacy
Sand Group, LLC:
•Please tell us whether Legacy Sand Group, LLC maintains a specific ownership
account for each investor, and if so, explain to us how you considered the guidance of
ASC Topic 323-30-S99 when concluding you were not required to apply the equity
method of accounting with respect to your investment. Reference is also made to
ASC Topic 323-30-35-3.
FirstName LastNameTodd Buxton
Comapany NameAlpha Investment Inc.
December 15, 2020 Page 2
FirstName LastName
Todd Buxton
Alpha Investment Inc.
December 15, 2020
Page 2
•Explain to us how you considered the need to provide financial statements of Legacy
Sand Group LLC in accordance with Rule 8-04 of Regulation S-X. In your response,
please elaborate on the nature of the business operations of Legacy Sands Group
LLC, and tell us whether there have been any operations related to the contributed
leasehold mining rights either prior to or after formation of the company.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Robert Telewicz,
Accounting Branch Chief at (202) 551-3438 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Dale S. Bergman, Esq.
2020-12-15 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
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Document
December 15, 2020
George K. Schuler
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Schuler:
We are providing a supplement to our letter dated October 27, 2020 in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 5, 2020 in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2019, filed on February 26, 2020.
As discussed with the Staff in our call on December 11, 2020, the Company hereby provides additional information for the Salar de Atacama property.
We remain confident that we will be able to economically produce the quotas of lithium metallic equivalent (“LME”) allotted to us by the Chilean government pursuant to our contract with the Corporación de Fomento de la Producción (“CORFO”). In addition to the previously referenced support for our position, in response to the Staff’s further request, we reference the “Technical Report on Lithium Resources and Reserves for Albemarle's concessions in the Salar de Atacama” dated August 30, 2019, by Mark King, Ph.D., P.Geo. This report was prepared for and in accordance with the Chilean Nuclear Energy Commission requirements and further confirms our position that we have been, and will continue to be, able to economically produce the quotas allotted to us.
In addition, as we prepare to comply with the Commission’s final rules for the Modernization of Property Disclosures for Mining Registrants (Release Nos. 33-10570; 34-84509 (October 31, 2018)), effective for fiscal years beginning on or after January 1, 2021, the Qualified Person preparing the technical report for the Salar de Atacama property has substantially completed their review, and to date we have not been made aware of any concerns with our ability to economically produce the amount of the quotas.
As noted in our previous response and summarized in the table below, our rights in the Salar de Atacama consist of two distinct quotas: (a) Quota 1, granted to a predecessor in 1975 and acquired by Albemarle in 2015, with a balance of 119,623 LME remaining at the time of acquisition; and (b) Quota 2 of an additional 262,132 LME, granted in 2017 under an amendment to the original agreement. The LME is calculated based on the percentage of metal in each metric ton of lithium product sold, as defined in the agreement. Each quota is monitored separately as there are different terms for Quota 1 and Quota 2 under the contract.
Mr. George K. Schuler
December 15, 2020
Page 2
Quota Balance Asset Balance Usage Terms per Contract prior to 1/1/2017 Usage Terms per Contract after 1/1/2017 Expense Attribution
Quota 1 - Acquired with the Rockwood acquisition 119,623 at acquisition; 108,265 at 9/30/2020 $497.2 at acquisition; $450.4 at 9/30/2020 Plant 1 and 2 sales of Lithium Carbonate, Chloride and Hydroxide Lithium Chloride sales and Plant 1 sales of Lithium Carbonate and Hydroxide AFTER completion of Plant 3 Depletion based on usage of the quota amounts for sales (see calculation in the next table below)
Quota 2 - Obtained through contract amendment on 1/1/2017 262,132 at 1/1/2017; 239,383 at 9/30/2020 N/A as no up-front payment was required to establish this quota N/A Commission paid on Plant 1 and 2 sales BEFORE completion of Plant 3. After Plant 3 completion, commission will be charged on Plant 2 and 3 sales Commission based on usage of the quota amounts for sales (Significant commission expense has been recorded from 2017-2020)
We currently have two operational lithium conversion plants (Plants 1 and 2) in La Negra, Chile, where the lithium sourced from the Salar de Atacama is processed into lithium products such as lithium carbonate, lithium chloride, and other lithium products. We are also constructing a third lithium conversion plant in La Negra (Plant 3), with the expectation that sales from this plant will begin in 2022. Until Plant 3 is complete, the contract does not allow us to apply usage against Quota 1 except for manufacturing of Lithium Chloride products. Instead, we are required to pay a commission on the majority of sales of lithium products to CORFO applying usage only against Quota 2 until Plant 3 is complete at the end of 2021. When Plant 3 is complete, all sales from the original conversion plant in La Negra (Plant 1) will be charged as usage against Quota 1 with no commission payments made to CORFO on the items produced and sold from this Plant. From that point forward, the sales from Plants 2 and 3 will be charged against Quota 2 and the commission payments made to CORFO will be based on these amounts.
The Company notes that this is a unique type of extraction resource obtained from the salt flats and owned by the Chilean government. We view these separate quotas as separate units of account that should not be commingled when considering depletion. The recording of the expense related to each of the quotas under separate units of account most appropriately matches the costs for the usage against each quota with the associated revenues. The costs of selling Quota 1 are reflected in the depletion expense of the mineral rights, while the costs of selling under Quota 2 are reflected in commission payments. If the quotas were commingled, excess depletion expense would be recorded in periods in which the sales drawing from each specific quota were not appropriately matched with those costs.
The Quota 1 total was not affected by the 1/1/2017 contract amendment and remains effective for non-commissioned sales of the lithium extracted under the Quota 1 terms. Since the original asset recorded in purchase accounting was based solely on the remaining balance of Quota 1, it should be depleted based on these metrics as a separate unit of account. Since the Quota 1 reserve base is in line with the production plan associated with that specific quota, the mineral rights should be depleted based on these plans. As Quota 1 is distinct from Quota 2, Quota 2 did not represent a change in accounting estimate as defined in ASC 250-10. Therefore, there was no change to the denominator used in the units-of-production calculation used for determining the useful life of these mineral rights.
The table below represents our lithium sales volume from our operations in Chile since the acquisition of Rockwood Holdings, Inc. on January 12, 2015 through September 30, 2020. Note that lithium is sold in metric tons of its end product, however, the quotas are defined as the metric tons of LME in the agreement. The below table provides the total lithium product sold as well as the converted LME sold under each quota. The table also provides the recorded value of our mineral rights asset balance for our operations in Chile, as well as the depletion expense recorded per year.
Mr. George K. Schuler
December 15, 2020
Page 3
Lithium Annual Sales(a)
Quota 2 Lithium Metallic Equivalent Sales Quota 1 Lithium Metallic Equivalent Sales(b)
Annual Depletion Expense Mineral Rights Book Value
(metric tons) (metric tons)(c)
(metric tons)(c)
($ in millions) ($ in millions)
Balance - Jan. 12, 2015 $ 497.2
2015 25,691 — 4,733 $ 19.3
2016 27,446 — 5,122 21.3
2017 28,537 4,787 502 2.1
2018 36,793 6,156 661 2.7
2019 37,250 6,616 340 1.4
YTD Sept. 30, 2020 26,727 5,190 — —
Balance - Sept. 30, 2020 $ 450.4
(a) We also sell, and pay commissions, on byproducts from our lithium exploration, such as potash. These are not defined as lithium products, and any sales of these byproducts are not taken against either quota.
(b) LME sales under Quota 1 during 2017 to 2019 represent sales of lithium chloride, which do not have associated commission payments and continue to be depleted against Quota 1, per the amended agreement.
(c) Converted amount used for quota as defined in amended agreement.
Following the completion of Plant 3 in La Negra, the Company will have the capacity to produce more than 80,000 metric tons (24,000 metric tons in Plant 1, 20,000 metric tons in Plant 2 and 40,000 metric tons in Plant 3) of lithium annually. Based on forecasted production levels, the Company expects to exhaust both quotas under the terms of the amended agreement prior to January 1, 2044, the end date of the amended agreement if both quotas are not exhausted by that point. As of now, the Company is limited to sell only the amount of lithium product permitted by the two quotas. At the time when all three plants are producing and drawing down from each separate quota, the Company will record depletion expense and commission expense based on full capacity of usage of these quotas. The expense related to the usage of each quota will also be most appropriately charged to the periods in which the usage of each quota is taking place.
***
The Company appreciates the efforts of the Staff in reviewing our response to your letter of comment. We are fully committed to working with you to respond to your comments and to provide you with all the information you require. Accordingly, should you have any questions regarding the Company’s response to your comments, please contact Scott Tozier at (980) 299-5596.
Sincerely,
ALBEMARLE CORPORATION
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President, Chief Financial Officer
cc: Terence O’Brien
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mr. George K. Schuler
December 15, 2020
Page 4
J. Kent Masters
Chairman, President and Chief Executive Officer
Albemarle Corporation
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Albemarle Corporation
John C. Barichivich III
Vice President, Corporate Controller and Chief Accounting Officer
Albemarle Corporation
2020-12-11 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE
Group Holding Limited
Unit
1005, 10/F, Tower A, New Mandarin Plaza,
14
Science Museum Road, Tsim Sha Tsui, Hong Kong
December
11, 2020
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade and Services
100
F Street, N.E.
Mail
Stop 3561
Washington,
DC 20549
Attn:
Cara Wirth
Re:
ALE
Group Holding Ltd
Registration Statement on Form F-1
Response
Dated December 2, 2020
File No. 333-239225
Dear
Ms. Wirth:
ALE
Group Holding Limited (the “Company”, “ALE,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 9, 2020 regarding our response
letter filed on December 2, 2020. For ease of reference, we have repeated the Commission’s comments in this response and
numbered them accordingly. A part II only amended Registration Statement on Form F-1 filed publicly accompanying this Response
Letter is referred to as Form F-1.
Registration
Statement on Form F-1
Exhibit
23.1, page 1
Please
note that, prior to effectiveness, you will need to file an updated auditor consent.
We
remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Refer
to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the
requested effective date of the registration statement.
Response:
The Company respectfully acknowledges the Staff’s comment and has filed an updated auditor consent along with Form F-1.
We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly
yours,
/s/
Poon Tak Ching Anthony
Poon
Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer
& Li LLC
2020-12-09 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
December 9, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Registration Statement on Form F-1
Response Dated December 2, 2020
File No. 333-239225
Dear Mr. Poon:
We have reviewed your 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.
Registration Statement on Form F-1
Exhibit 23.1, page 1
1.Please note that, prior to effectiveness, you will need to file an updated auditor consent.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
December 9, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
December 9, 2020
Page 2
You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202- 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-12-08 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
United States securities and exchange commission logo
December 8, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipemtn Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed December 3, 2020
File No. 333-251097
Dear Mr. Greenawalt:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-12-02 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
December 2, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth
Re:
ALE Group Holding Ltd
Registration Statement on Form F-1
Response Dated November 13, 2020
File No. 333-239225
Dear Ms. Wirth:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated November 25, 2020 regarding our response letter filed on November 13, 2020.
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
Amendment No. 3 to Registration Statement
on Form F-1 filed September 28, 2020
Note 5: Accounts Receivable, net,
page F-20
1.
We note your response to prior comment
one. You state “Some of our clients who engaged us for company secretarial services prepaid us in April or May 2017 for services
received from May or June 2017 through April or May 2018. The last two months of the service periods were included in the fiscal
year ended March 31, 2019.” Please tell us why revenue was recognized during the fiscal year ended March 31, 2019 for services
provided from May or June 2017 through April or May 2018. Please also clarify what you mean by “the last two months of the
service periods were included in the fiscal year ended March 31, 2019.”
You also state that “Some of our
clients who engaged us for company secretarial services prepaid us in April or May 2018 for services received from May or June
2018 through April or May 2019.” Please tell us why this revenue was recognized during the fiscal year ended March 31, 2020
when the services were provided from May or June 2017 through April or May 2018. Please also clarify what you mean by “the
last two months of the service periods were included in the fiscal year ended March 31, 2020.”
Response: The Company respectfully
acknowledges the Staff’s comment and hereby clarifies as follows.
Our company secretarial
services are tendered on an annual basis and the respective service revenue is recognized over 12 months. Our fiscal year ended March 31, 2019
covered the period from April 1, 2018 through March 31, 2019. There were transactions that we received prepayment from our clients
in May 2017 for our company secretarial services rendered from June 2017 through May 2018, the respective service revenue amounts
for the months of April 2018 and May 2018 were recognized in the fiscal year ended March 31, 2019. Accordingly, the respective
service revenue earned in the last two months of the service periods, April 2018 and May 2018, were included in the fiscal year
ended March 31, 2019.
Similarly, our fiscal
year ended March 31, 2020 covered the period from April 1, 2019 through March 31, 2020. There were transactions that we received
prepayment from our clients in May 2018 for our company secretarial services rendered from June 2018 through May 2019, the respective
service revenue amounts for the months of April 2019 and May 2019 were recognized in the fiscal year ended March 31, 2020. As such,
the respective service revenue earned in the last two months of the service periods, April 2019 and May 2019, were included in
the fiscal year ended March 31, 2020.
In the nutshell, it is due to the revenue
recognition cut off between our services rendered period and our fiscal year cycle.
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2020-11-25 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
November 25, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Registration Statement on Form F-1
Response Dated November 13, 2020
File No. 333-239225
Dear Mr. Poon:
We have reviewed your response letter 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. Unless we note
otherwise, our references to prior comments are to comments in our October 8, 2020 letter.
Amendment No. 3. to Registration Statement on Form F-1 filed September 28, 2020
Note 5. Accounts Receivable, net, page F-20
1.We note your response to prior comment one. You state “Some of our clients who
engaged us for company secretarial services prepaid us in April or May 2017 for services
received from May or June 2017 through April or May 2018. The last two months of the
service periods were included in the fiscal year ended March 31, 2019.” Please tell us
why revenue was recognized during the fiscal year ended March 31, 2019 for services
provided from May or June 2017 through April or May 2018. Please also clarify what you
mean by "the last two months of the service periods were included in the fiscal year ended
March 31, 2019."
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
November 25, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
November 25, 2020
Page 2
You also state that “Some of our clients who engaged us for company secretarial services
prepaid us in April or May 2018 for services received from May or June 2018 through
April or May 2019." Please tell us why this revenue was recognized during the fiscal year
ended March 31, 2020 when the services were provided from May or June 2017 through
April or May 2018. Please also clarify what you mean by "the last two months of the
service periods were included in the fiscal year ended March 31, 2020."
You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-3307
if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-11-24 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
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PACIFIC ETHANOL, INC.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814
November 25, 2020
VIA EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attention: Alan Campbell
Re: Pacific Ethanol, Inc.
Registration Statement on
Form S-3 (File No. 333-250821)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-250821) (the “Registration
Statement”), so that it may be declared effective at 4:30 p.m. Eastern Time on November 27, 2020, or as soon as practicable
thereafter.
The Company hereby confirms that it is aware
of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
offering of the securities specified in the Registration Statement.
It would be appreciated if, promptly after
the Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton
Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti
of Troutman Pepper Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.
Very truly yours,
PACIFIC ETHANOL, INC.
By:
/s/ CHRISTOPHER W. WRIGHT
Christopher W. Wright
Vice President, General Counsel & Secretary
2020-11-24 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
United States securities and exchange commission logo
November 24, 2020
Michael D. Kandris
President and Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-3
Filed November 20, 2020
File No. 333-250821
Dear Mr. Kandris:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Larry A. Cerutti, Esq.
2020-11-13 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
November 13, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth
Re:
ALE Group Holding Ltd
Amendment No. 3 to
Registration Statement on Form F-1
Filed September 28, 2020
File No. 333-239225
Dear Ms. Wirth:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated October 8, 2020 regarding our Amendment No. 3 to Registration Statement
on Form F-1 filed on September 28, 2020. For ease of reference, we have repeated the Commission’s comments in this response
and numbered them accordingly.
Amendment No. 3 to Registration Statement
on Form F-1 filed September 28, 2020
Note 5: Accounts Receivable, net,
page F-20
1. We note in your response to prior comment 4 that you
state it is probable you will collect substantially all of the consideration to which you would be entitled for services rendered.
We also note that as of March 31, 2020, over 40% of your outstanding accounts receivable balance has been reserved in the allowance
for doubtful accounts. In light of the above, please tell us:
● the percentage of revenue generated
in each of the years ended March 31, 2020 and March 31, 2019 that has been collected;
● the period the collection was received;
● the percentage of revenue generated
in the years ended March 31, 2020 and March 31, 2019 that was deemed uncollectible; and
● the period the uncollectible amounts were written off.
Response: The Company
respectfully acknowledges the Staff’s comment and hereby provides the following information. For analytical purpose, we adopted
the rate of US$1.00=HKD7.75 for the following presentation.
Approximately 95% or HKD4,406,679
(US$568,604) of the total revenue, HKD4,638,139 (US$598,470), generated during the year ended March 31, 2019 was collected between
late April 2017 and early September 2020. Some of our clients who engaged us for company secretarial services prepaid us in April
or May 2017 for services received from May or June 2017 through April or May 2018. The last two months of the service periods were
included in the fiscal year ended March 31, 2019. Out of the total collection, HKD4,406,679 (US$568,604) approximately 84% or HKD3,704,879
(US$478,049) was received by the end of the fiscal year ended March 31, 2019, and the remaining 16% or HKD701,800 (US$90,555) was received
subsequently after the fiscal year ended March 31, 2019.
Approximately 94%
or HKD7,581,721 (US$978,287) of the total revenue, HKD8,068,720 (US$1,040,951), generated during the year ended March 31, 2020
was collected between mid-April 2018 and the end of September 2020. Some of our clients who engaged us for company secretarial
services prepaid us in April or May 2018 for services received from May or June 2018 through April or May 2019. The last two months
of the service periods were included in the fiscal year ended March 31, 2020. Out of the total collection, HKD7,581,721 (US$978,287),
approximately 66% or HKD4,989,761 (US$643,840) was received by the end of the fiscal year ended March 31, 2020 and the remaining
34% or HKD2,591,960 (US$334,446) was received subsequently after the fiscal year ended March 31, 2020.
Approximately 4% or HKD190,401
(US$24,568) of the total revenue generated in the year ended March 31, 2019 was deemed uncollectible. They were written off in
December 2019. We expected the remaining outstanding amount, HKD41,059 (US$5,298), to be settled by our clients by the end of December
2020. The settlements received for the outstanding balances will be applied to and offset the corresponding accounts receivable
balances.
Approximately 5% or HKD391,984
(US$50,579) of the total revenue generated in the year ended March 31, 2020 was deemed uncollectible. They were written off in
December 2019. We expected the remaining outstanding amount, HKD95,015 (US$12,260), to be settled by our clients by the end of
December 2020. The settlements received for the outstanding balances will be applied to and offset the corresponding accounts
receivable balances.
2.
We note per your response to prior comment 4 that the company received payments for 69% of the outstanding balance overdue from 183 days to 273 days and 71% of the outstanding balance overdue from 274 days to 364 days. Please tell us whether you expect to receive the remaining amounts owed. Additionally, tell us whether you continue to provide services to these customers, and to other customers who have overdue outstanding balances.
Response: The Company
respectfully acknowledges the Staff’s comment and hereby provides the following information. For analytical purpose, we adopted
the rate of US$1.00=HKD7.75 for the following presentation.
As of the date hereof,
our overall outstanding receivable balance is reduced to approximately HKD357,000 (US$46,065) or 11% of our gross accounts receivable
as of March 31, 2020, HKD3,248,120 (US$419,112), due to subsequent collections up to the end of September 2020. We expect to receive
the remaining outstanding receivable balances from our customers. In general, we do not continue to provide services to those customers
who have their overdue outstanding balances over 364 days. For the customers with outstanding balance overdue within 364 days,
we assess individually and stop providing services for those customers with outstanding balances that we deem uncollectible.
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2020-11-04 - UPLOAD - ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
United States securities and exchange commission logo
November 4, 2020
Richard S. Eiswirth, Jr.
Chief Executive Officer
Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
Re:Alimera Sciences, Inc.
Registration Statement on Form S-3
Filed November 2, 2020
File No. 333-249804
Dear Mr. Eiswirth:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Charles D. Vaughn, Esq.
2020-11-04 - CORRESP - ALIMERA SCIENCES INC (ALIM) (CIK 0001267602)
CORRESP 1 filename1.htm ALIM S-3 CORRESP Alimera Sciences, Inc. 6120 Windward Parkway, Suite 290 Alpharetta, Georgia 30005 November 4, 2020 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento Re:ALIMERA SCIENCES, INC. Registration Statement on Form S-3 (Registration No. 333-249804) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-249804) (the “Registration Statement”) of Alimera Sciences, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on November 6, 2020, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Nelson Mullins Riley & Scarborough LLP, by calling Charles Vaughn at (404) 322-6189 or Mike Bradshaw at (202) 689-2808. If you have any questions regarding the foregoing, please do not hesitate to contact Charles Vaughn at (404) 322-6189 or Mike Bradshaw at (202) 689-2808, of Nelson Mullins Riley & Scarborough LLP. Thank you in advance for your consideration. Very truly yours, ALIMERA SCIENCES, INC. By: _/s/ Richard S. Eiswirth, Jr.___________ Name: Richard S. Eiswirth, Jr. Title: President and Chief Executive Officer cc: Charles D. Vaughn, Nelson Mullins Riley & Scarborough LLP Michael K. Bradshaw, Jr., Nelson Mullins Riley & Scarborough LLP
2020-10-30 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP 1 filename1.htm CORRESP Alta Equipment Group Inc. 13211 Merriman Road Livonia, Michigan 48150 October 30, 2020 VIA EDGAR M. Katherine Bagley U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Alta Equipment Group Inc. Registration Statement on Form S-1 Filed October 26, 2020 File No. 333-249672 Dear Ms. Bagley: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on November 3, 2020, or as soon thereafter as practicable. Please call Jeff Hoover of Howard & Howard Attorneys PLLC at (248) 723-0451 to provide notice of the effectiveness of the Registration Statement. Very truly yours, ALTA EQUIPMENT GROUP INC. By: /s/ Ryan Greenawalt Name: Ryan Greenawalt Title: Chief Executive Officer cc: Jeffrey Hoover, Howard & Howard Attorneys PLLC
2020-10-29 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
United States securities and exchange commission logo
October 29, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed October 26, 2020
File No. 333-249672
Dear Mr. Greenawalt:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey A. Hoover
2020-10-27 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
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Document
October 27, 2020
George K. Schuler
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Schuler:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 5, 2020 in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2019, filed on February 26, 2020 (the “2019 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the Commission’s letter of comment. The questions are followed by the Company’s response thereto.
2019 Form 10-K
Raw Materials and Significant Supply Contracts, page 4
1. We note your response to comment 1 thru 3, indicating that you intend to provide enhanced disclosure with your fiscal year 2020 Form 10-K filing as presented by your response’s Appendix. We have reviewed the Appendix and believe more detailed disclosure is necessary for your lithium and bromine facilities (Salar de Atacama/La Negra, Silver Peak, Talison/Jiangxi/Sichuan, Wodgina/Kemerton, and Magnolia) to comply with Industry Guide 7 and Item 102 of Regulation S-K. For example your discussion of your Salar de Atacama/La Negra facilities should provide a more precise description of the property’s location with a map and include a description of the transportation utilized, such as the railroads and types of highways/gravel roads. In addition a brief description of the rock formations and mineralization with a general description of the processing facilities that includes the annual tonnage or gallons produced, with the lithium content included should also be provided. This production disclosure would also include annual production quantities of salable products, such as lithium carbonate or lithium hydroxide. Please note that the aforementioned observations serve as examples of enhanced disclosure and are not all inclusive. We encourage you to review the requirements of Industry Guide 7 and Item 102 of Regulation S-K in providing expanded disclosures that comply with this guidance.
Response
As discussed with the Staff in our call on October 9, 2020, the Company undertakes to include, in its Annual Report on Form 10-K for the fiscal year ending December 31, 2020, the requested expanded and more detailed disclosure for its lithium and bromine facilities.
Mr. George K. Schuler
October 27, 2020
Page 2
Summary of Critical Accounting Policies and Estimates, page 38
2. We note your response to comment 4 states that the denominator used in your units of production depletion calculation for the Salar de Atacama property is based on a contract entered into in 1975 with the Chilean government which limits the total amount of lithium that you can produce and sell. Please tell us how frequently the contract is revised, amended or restated, the date of the most recent revision and what triggers the need for reassessment. Please also explain how the quota amount is determined, providing details sufficient to understand the underlying factors that impact any changes to the quota amount. To the extent that any economic studies or reserve reports are considered, please provide further details on these reports.
Response
As a result of the Company’s acquisition of Rockwood Holdings, Inc. (“Rockwood”), which closed in January 2015, we hold temporary rights to extract lithium brine from the Salar de Atacama in northern Chile. We hold these rights pursuant to a contract previously provided to Rockwood by the Corporación de Fomento de la Producción (“CORFO”), the Chilean government’s economic development agency, and assumed by us at the closing. This contract, originally granted to a predecessor in 1975, provided the rights to extract 200,000 metric tons of lithium metallic equivalent, and had 119,623 metric tons remaining at the time of the Rockwood acquisition. This contract quota related to lithium metallic equivalent to be used for production and sale of lithium carbonate, lithium chloride, and other lithium products, and was recorded as an asset at the acquisition date. CORFO, in its discretion, determines and allocates the quotas. We deplete this asset based on production and sales that meet the contract specifications each year under the units of production method of depreciation. This provides for an appropriate matching of costs of depletion with the production related to this acquired contractual right to the mineral rights.
We note that the most recent U.S. Geological Survey, published in January 2020, reported approximately 8.6 million metric tons of lithium reserves in Chile. As the only running lithium operations in Chile are at the Salar de Atacama, we believe this supports our position that the available lithium resource in Chile is significantly in excess of the 119,623 metric ton quota of lithium metallic equivalent that we are permitted to produce and sell under this contract. Accordingly, we believe that the denominator for our units of production depletion calculation for the contractual rights to the lithium brine in Chile is reasonable.
There is no pre-established period for revision, amendment, or renewal, of the contract with CORFO, and the only material amendment to the contract thus far occurred effective January 1, 2017. That amendment provided for a new additional quota of 262,132 metric tons of lithium product with specific production criteria distinct from the original 119,623 metric ton quota. There was no up-front payment for this new quota as the compensation to CORFO would come in the form of commission payments in the future based on production and ultimate sale. The commission costs related to the new quota are associated only with the additional 262,132 metric tons of lithium metallic equivalent and are matched against the sales of the products manufactured from this quota. Because no costs were incurred to acquire this new quota, there is no asset balance to deplete.
The original quota was not affected by the amendment. When the amendment occurred, we considered whether the depletion rate for the old quota should be reassessed and determined that no changes were necessary as the new quota is separate and distinct from the original quota with separate terms and production criteria.
3. We note your response to comment 4 and understand that the denominator used in your units of production depletion calculation for the Clayton Valley Basin property is based on an internal estimate of your ultimate production. Please tell us how you determine this internal estimate providing details sufficient to understand the methods used and assumptions made including details of any geologic or economic studies considered. In addition, please further explain why you believe this internal estimate represents a reliable measure of the useful life of the underlying mineral rights in the absence of reserves and how frequently you re-assess the reasonableness of this estimate. To the extent you have evidence other than reserves that demonstrates that the estimated production can be achieved economically, please describe this evidence.
Mr. George K. Schuler
October 27, 2020
Page 3
Response
We note that the depletion expense recorded for our mineral rights in the Clayton Valley Basin, or Silver Peak, property is less than $3 million per year, which represented less than 1% of income before taxes in 2019. In addition, using the straight-line method to depreciate these mineral rights instead of the units of production method would not result in a material difference, with the difference in expense being an increase or decrease of less than $1 million per year based on actual production.
We originally acquired these mineral rights as part of the Company’s acquisition of Rockwood Holdings, Inc. (“Rockwood”), which closed in January 2015. Our rights permit us to extract as much lithium from the Clayton Valley Basin as can be achieved economically. Upon acquisition, these rights were valued based on the estimated amount of lithium carbonate equivalent we could produce. We deplete this asset based on the production of lithium carbonate equivalent under the units of production method of depreciation. This provides for an appropriate matching of costs of depletion with the production related to these acquired mineral rights.
The original resource estimate, used as part of determining the amount of lithium carbonate equivalent we could produce from the Clayton Valley Basin property, was determined principally from a depletion study conducted by a third party in January 2011 while the rights were held by a predecessor. The third party based its estimate upon assumptions about the weather, flow rate of water, hydrology of the Clayton Valley Basin, lithium concentrations in the water, and recoverable yield, as well as the price of lithium, which impacts whether it is economical to recover the lithium based upon the foregoing factors. In addition, the U.S. Geological Survey publishes reserve information, which provided a substantially similar amount of lithium reserves for the United States in its January 2015 report. As noted in the U.S. Geological Survey, the only running lithium operations in the United States were in Nevada, which reflects the total estimated lithium reserve at Silver Peak. Given that our own lithium estimate at Silver Peak was substantially similar to the reserve published by the U.S. Geological Survey, we determined it was an appropriate basis to use for determining the estimated production that could be economically achieved.
We also note that subsequent U.S. Geological Survey reports have maintained a substantially similar lithium reserve estimate for the United States. Based on these consistent reserve estimates published by the U.S. Geological Survey, as well as consistent production out of our Silver Peak site, we continue to believe the denominator for our units of production depletion calculation is appropriate and that this production will continue to be achieved economically. We do not reassess the reasonableness of our estimates on a set timeline but, in accordance with US GAAP, we would do so if there is an indication of a change in conditions that could materially impact our ability to economically extract and produce lithium from the Clayton Valley Basin.
In addition, in 2018, we utilized a third party to develop a numerical groundwater model of our Silver Peak operations, which, among other things, would support future lithium reserve estimates and assess production sensitivity to the basin water balance. This model was developed based on historical drilling, seismic testing, and exploration data. The results of the model indicated that we would still be able to recover and produce the amount of lithium carbonate equivalent that is used as our denominator in the units of production depletion calculation from our Silver Peak operations, and any change to the denominator based on the results of this updated model would not result in a material change in our annual depletion expense. As a result, we continue to believe the denominator for our units of production depletion calculation is appropriate.
***
Mr. George K. Schuler
October 27, 2020
Page 4
The Company appreciates the efforts of the Staff in reviewing our response to your letter of comment. We are fully committed to working with the Commission to respond to your comments and to provide you with all the information you require. Accordingly, should you have any questions regarding the Company’s response to your comments, please contact Scott Tozier at (980) 299-5596.
Sincerely,
ALBEMARLE CORPORATION
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President, Chief Financial Officer
cc: Terence O’Brien
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
J. Kent Masters
Chairman, President and Chief Executive Officer
Albemarle Corporation
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Albemarle Corporation
John C. Barichivich III
Vice President, Corporate Controller and Chief Accounting Officer
Albemarle Corporation
2020-10-26 - CORRESP - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
CORRESP 1 filename1.htm CORRESP October 26, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Manufacturing 100 F Street, NE, Mail Stop 3010 Washington, DC 20549 Attention: Erin Purnell Re: Allegro MicroSystems, Inc. Registration Statement on Form S-1 Filed August 3, 2020, as amended File No. 333-249348 Dear Ms. Purnell: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Allegro MicroSystems, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on October 28, 2020, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 2,600 copies of the Preliminary Prospectus dated October 21, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [Signature Page Follows] Very truly yours, BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC WELLS FARGO SECURITIES, LLC Acting severally on behalf of themselves and the several Underwriters By: BARCLAYS CAPITAL INC. By: /s/ Victoria Hale Name: Victoria Hale Title: Authorized Signatory By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Thomas R Critchfield Name: Thomas R Critchfield Title: Director By: WELLS FARGO SECURITIES, LLC By: /s/ James (Beau) Bohm Name: James (Beau) Bohm Title: Managing Director [Signature Page to Underwriter Acceleration Request Letter]
2020-10-26 - CORRESP - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
CORRESP 1 filename1.htm CORRESP October 26, 2020 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Purnell Re: Allegro MicroSystems, Inc. Registration Statement on Form S-1 Filed October 6, 2020 Registration No. 333-249348 Dear Ms. Purnell: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on October 28, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Allegro MicroSystems, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Peter Labonski of Latham & Watkins LLP, counsel to the Company, at (212) 906-1323, or in his absence, Keith Halverstam at (212) 906-1761, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. Sincerely yours, Allegro MicroSystems, Inc. By: /s/ Ravi Vig Ravi Vig President and Chief Executive Officer cc: Peter Labonksi, Esq. Keith Halverstam, Esq.
2020-10-20 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm Document October 20, 2020 George K. Schuler Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ALBEMARLE CORPORATION Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 26, 2020 File No. 001-12658 Dear Mr. Schuler: In your letter dated October 5, 2020 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Form 10-K for fiscal year ended December 31, 2019 within ten business days or advise you when we would provide a response. During our telephone conversation with you on October 20, 2020, we advised you that we would like to request an extension of time to provide a response in order to collect additional information to address certain questions posed by the Staff. Accordingly, we respectfully request an extension until Tuesday, October 27, 2020 to file our response to the Staff Comment Letter. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Scott Tozier at (980) 299-5596. Sincerely, ALBEMARLE CORPORATION /s/ SCOTT A. TOZIER Scott A. Tozier Executive Vice President, Chief Financial Officer
2020-10-08 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
October 8, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed September 28, 2020
File No. 333-239225
Dear Mr. Poon:
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. Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2020 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed September 28, 2020
Note 5: Accounts Receivable, net, page F-20
1.We note in your response to prior comment 4 that you state it is probable you will collect
substantially all of the consideration to which you would be entitled for services rendered.
We also note that as of March 31, 2020, over 40% of your outstanding accounts receivable
balance has been reserved in the allowance for doubtful accounts. In light of the above,
please tell us:
•the percentage of revenue generated in each of the years ended March 31, 2020 and
March 31, 2019 that has been collected;
•the period the collection was received;
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
October 8, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
October 8, 2020
Page 2
•the percentage of revenue generated in the years ended March 31, 2020 and March
31, 2019 that was deemed uncollectible; and
•the period the uncollectible amounts were written off.
2.We note per your response to prior comment 4 that the company received payments for
69% of the outstanding balance overdue from 183 days to 273 days and 71% of the
outstanding balance overdue from 274 days to 364 days. Please tell us whether you
expect to receive the remaining amounts owed. Additionally, tell us whether you continue
to provide services to these customers, and to other customers who have overdue
outstanding balances.
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-10-06 - CORRESP - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
CORRESP 1 filename1.htm Response Letter 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh October 6, 2020 Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C VIA EDGAR AND HAND DELIVERY Milan Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Kevin Stertzel Martin James Erin Purnell Geoffrey Kruczek Re: Allegro MicroSystems, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted September 11, 2020 CIK No. 0000866291 Ladies and Gentlemen: On behalf of our client, Allegro MicroSystems, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) a complete copy of the Registration Statement on Form S-1 (the “Registration Statement”), which was initially submitted to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on August 3, 2020 (the “Original Draft Submission”) and subsequently amended on September 11, 2020 in response to the comment letter from the staff of the Commission (the “Staff”) on August 27, 2020 (“Amendment No. 1” and together with the Original Draft Submission, the “Draft Submission”). The Company is concurrently filing the Registration Statement, which reflects certain revisions to the Draft Submission in response to the comment letter from the Staff to Christopher Brown, the Company’s General Counsel, dated September 25, 2020. The responses provided herein are based on information provided to Latham & Watkins LLP by the Company. For your October 6, 2020 Page 2 convenience we are also providing five copies of the Registration Statement, marked to show changes against Amendment No. 1, in the traditional non-EDGAR format, as well as a copy of this letter. The numbered paragraphs in italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are to page numbers in the Registration Statement. Non-GAAP Financial Metrics Adjusted Gross Profit and Adjusted Gross Margin Adjusted EBITDA and Adjusted EBITDA Margin, page 96 1. We have reviewed your responses to comments 5 and 6 as well as your revised disclosure. It appears that the calculation of your non-GAAP measures include adjustments for normal, recurring operating expenses that were necessary to operate your business at the time those costs were incurred. Accordingly, please modify the calculation of Adjusted EBITDA and, as applicable, Adjusted Gross Profit as follows for each adjustment noted below. • AMTC Facility consolidation savings. Exclude all adjustments for operating expenses incurred. • Labor savings. Exclude all adjustments operating expenses, including but not limited to wages for employees whose positions were eliminated and the offset of wages for newly hired employees. Please refer to Question 100.01 of the Non-GAAP Measures, Compliance and Disclosure Interpretations. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 21, 23, 24 and 103 through 105 of the Registration Statement to modify the calculation of Adjusted EBITDA and Adjusted Gross Profit. In particular, the Company respectfully advises the Staff that it is no longer adjusting either Adjusted EBITDA or Adjusted Gross Profit to reflect such labor savings, other than the Severance payments described in such revised disclosure. The Company’s other adjustments in connection with the shutdown of the AMTC Facility are now limited to the one-time costs detailed in such revised disclosure. As discussed in the Company’s supplemental communications with the Staff, the Company has moved the discussion of its labor savings and further savings associated with the AMTC Facility closure to the footnotes to the applicable tables. 2. Please explain to us in more detail the nature of the following adjustments you have made to calculate Adjusted Gross Profit and Adjusted EBITDA and why this results in measures that are useful to investors. Clarify if any of the amounts reported for these adjustments was an estimate rather than an actual amount of a cost incurred, including the following: • Loss (gain) from equity method investment • Inventory cost amortization • Foundry service payment • Polar & Sanken distribution agreement 2 October 6, 2020 Page 3 Response: The Company respectfully advises the Staff that each of the adjustments in connection with the Inventory cost amortization and Foundry service payment relates to one-time costs incurred in connection with the disposition of PSL in the Company’s fiscal year 2021, which costs were all incurred by the Company during the fiscal quarter ended June 26, 2020. Because each of these adjustments represents a one-time, non-recurring cost incurred during such fiscal quarter, the Company believes each is an appropriate adjustment for the historical quarterly information for such period and that each such adjustment provides useful information that enables investors to understand historical Adjusted EBITDA for such period in light of the historical timing of the Company’s disposition of PSL. The Company further advises the Staff that, as noted in the Registration Statement, the adjustment for Loss (gain) from equity method investment reflects the adjustment to eliminate our loss in equity method investment in PSL (non-cash and non-operating in nature), which the Company believes is appropriate and useful to investors’ understanding of historical Adjusted EBITDA for the period ended June 26, 2020 in light of the historical timing of the Company’s disposition of PSL. Further, in response to the Staff’s comment, the Company respectfully advises the Staff that it has removed the adjustment for Polar & Sanken distribution agreement, as reflected in the Company’s revised disclosure on pages 23 and 104 of the Registration Statement. Finally, the Company respectfully advises the Staff that the amounts reported for the noted adjustments are all actual amounts other than as noted in the Company’s revised disclosure on page 24 and 105 of the Registration Statement with respect to the adjustment for Loss (gain) from equity method investment. 3. We note that you include an adjustment for Severance in your calculation of Adjusted EBITDA and that your adjustments for Labor savings and AMTC Facility consolidation savings appear to also include amounts related to severance. Please clearly describe to us the nature and source of the severance amounts included in each line item. Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 23, 24, 104 and 105 of the Registration Statement to reflect all the severance adjustments in a single line-item with a corresponding footnote that explains the nature of such severance adjustments and clarifies that such adjustments are not duplicative. * * * * * 3 October 6, 2020 Page 4 Please do not hesitate to contact me at (212) 906-1761 with any questions or further comments you may have regarding this submission or if you wish to discuss the above. Sincerely, /s/ Keith L. Halverstam Keith L. Halverstam of LATHAM & WATKINS LLP cc: (via e-mail) Ravi Vig, Chief Executive Officer, Allegro MicroSystems, Inc. Christopher E. Brown, General Counsel, Allegro MicroSystems, Inc. Peter M. Labonski, Esq., Latham & Watkins LLP Thomas J. Malone, Esq., Latham & Watkins LLP Derek J. Dostal, Esq., Davis Polk & Wardwell LLP Michael Kaplan, Esq., Davis Polk & Wardwell LLP 4
2020-10-05 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
October 5, 2020
Scott A. Tozier
Chief Financial Officer
ALBEMARLE CORPORATION
4250 Congress Street, Suite 900
Charlotte, North Carolina
28209
Re:ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Tozier:
We have reviewed your September 11, 2020 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
[Month day, year] letter.
Correspondence
Raw Materials and Significant Supply Contracts, page 4
1.We note your response to comment 1 thru 3, indicating that you intend to provide
enhanced disclosure with your fiscal year 2020 Form 10-K filing as presented by your
response’s Appendix. We have reviewed the Appendix and believe more detailed
disclosure is necessary for your lithium and bromine facilities (Salar de Atacama/La
Negra, Silver Peak, Talison/Jiangxi/Sichuan, Wodgina/Kemerton, and Magnolia) to
comply with Industry Guide 7 and Item 102 of Regulation S-K. For example your
discussion of your Salar de Atacama/La Negra facilities should provide a more precise
description of the property’s location with a map and include a description of the
transportation utilized, such as the railroads and types of highways/gravel roads. In
FirstName LastNameScott A. Tozier
Comapany NameALBEMARLE CORPORATION
October 5, 2020 Page 2
FirstName LastName
Scott A. Tozier
ALBEMARLE CORPORATION
October 5, 2020
Page 2
addition a brief description of the rock formations and mineralization with a general
description of the processing facilities that includes the annual tonnage or gallons
produced, with the lithium content included should also be provided. This production
disclosure would also include annual production quantities of salable products, such as
lithium carbonate or lithium hydroxide. Please note that the aforementioned observations
serve as examples of enhanced disclosure and are not all inclusive. We encourage you to
review the requirements of Industry Guide 7 and Item 102 of Regulation S-K in providing
expanded disclosures that comply with this guidance.
Summary of Critical Accounting Policies and Estimates, page 38
2.We note your response to comment 4 states that the denominator used in your units of
production depletion calculation for the Salar de Atacama property is based on a contract
entered into in 1975 with the Chilean government which limits the total amount of lithium
that you can produce and sell. Please tell us how frequently the contract is revised,
amended or restated, the date of the most recent revision and what triggers the need for
reassessment. Please also explain how the quota amount is determined, providing details
sufficient to understand the underlying factors that impact any changes to the quota
amount. To the extent that any economic studies or reserve reports are considered, please
provide further details on these reports.
3.We note your response to comment 4 and understand that the denominator used in your
units of production depletion calculation for the Clayton Valley Basin property is based on
an internal estimate of your ultimate production. Please tell us how you determine this
internal estimate providing details sufficient to understand the methods used and
assumptions made including details of any geologic or economic studies considered. In
addition, please further explain why you believe this internal estimate represents a reliable
measure of the useful life of the underlying mineral rights in the absence of reserves and
how frequently you re-assess the reasonableness of this estimate. To the extent you have
evidence other than reserves that demonstrates that the estimated production can be
achieved economically, please describe this evidence.
You may contact George K. Schuler at (202) 551-3718 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-09-28 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
September 28, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth
Re:
ALE Group Holding Ltd
Amendment No. 2 to
Registration Statement on Form F-1
Filed September 4, 2020
File No. 333-239225
Dear Ms. Wirth:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated September 16, 2020 regarding our Amendment No. 2 to Registration Statement
on Form F-1 filed on September 4, 2020. For ease of reference, we have repeated the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 filed publicly accompanying this Response Letter is
referred to as Form F-1.
Amendment No. 2 to Registration Statement
on Form F-1
Results of Operations
Legal and Professional Fees, page
44
1.
We note that you cover fees paid to third parties including attorneys, solicitors, and auditors for your clients. Please tell us how you account for these amounts and their classification on the consolidated statements of income.
Response: During
the years ended March 31, 2020 and 2019, ALE did not cover any legal and professional fees paid on behalf of its clients.
Should the Company incur such fees for its clients, the Company considers such fees as out-of-pocket expenses and presents
under other receivables.
The Company has included
revised disclosure on page 44 of Form F-1.
Industry
Equity Capital markets in Hong Kong
and the United States, page 51
2.
We note your statement that “[e]quity capital markets in Hong Kong and the United States are the most attractive overseas listing venues for China-based companies.” If true, please revise to characterize this statement as your belief.
Response: The
Company acknowledges the Staff’s comment and has included revised disclosure on page 51 of Form F-1.
British Virgin Islands Taxation,
page 85
3.
We note your revised disclosure to prior comment 4 and re-issue that comment in part. Please revise the first sentence of this section to state that the disclosure relating to tax consequences under British Virgin Islands law is the opinion of Conyers Dill & Pearman.
Response: The
Company acknowledges the Staff’s comment and has included revised disclosure on page 85 of Form F-1.
Note 5: Accounts Receivable, net,
page F-20
4.
We note the significant addition and charge-off to the provision for doubtful accounts as of March 31, 2020. We also note that the amount overdue from 183 to 273 days and 274 to 364 days continues to increase each period. Please tell us how you determined it is probable that you will collect substantially all of the consideration to which you will be entitled for the services provided and therefore meet the criteria in ASC 606-10-25-1(e).
Response: In
response to Staff’s comments as well as the guidance under ASC 606-10-25-1(e), the Company determined that it was probable
that it would collect substantially all of the consideration to which it would be entitled for the services rendered and met the
criteria under ASC 606-10-25-1(e):
In the subsequent period through mid-September 2020,
the Company received payments from those clients whose balances were overdue for from 183 days through 364 days. Particularly,
the Company received approximately HKD 844,749 or 69% of the total outstanding balance overdue from 183 days to 273 days,
HKD1,216,710. It also received approximately HKD840,628 or 71% of the total outstanding balance overdue from 274 days to
364 days, HKD1,177,232. Besides, the Company’s senior management has periodically followed up and communicated with those
clients having outstanding balances over 183 days through 364 days for their payment intention and commitment. Moreover, based
on the Company’s understanding of those clients such as considering their scale and financial conditions, and be aware of
any negative news related to those clients in the market, the Company believes that those clients are able to settle their outstanding
balances. As the Company had fulfilled its performance obligations as of March 31, 2020, there was no price concession to
be offered to those clients.
Exhibit 8.2
5.
Please revise Exhibit 8.2 to consent to the prospectus discussion of the opinion, the reproduction of the opinion as an exhibit, and being named in the registration statement. Please also include an Exhibit 23.3 in the exhibit index relating to such consent. Refer to Section 7(a) of the Securities Act, Rule 436 under the Securities Act, and Item 601(b)(8) of Regulation S-K.
Response: The
Company acknowledges the Staff’s comment and has revised Exhibit 8.2 of Form F-1 accordingly. The Company has also included
an Exhibit 23.3 in the exhibit index of Form F-1 relating to such consent.
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2020-09-25 - UPLOAD - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
United States securities and exchange commission logo
September 25, 2020
Christopher Brown
General Counsel
ALLEGRO MICROSYSTEMS INC
955 Perimeter Road
Manchester, New Hampshire 03103
Re:ALLEGRO MICROSYSTEMS INC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September 11, 2020
CIK 0000866291
Dear Mr. Brown:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed September 11, 2020
Non-GAAP Financial Metrics
Adjusted Gross Profit and Adjusted Gross Margin
Adjusted EBITDA and Adjusted EBITDA Margin, page 96
1.We have reviewed your responses to comments 5 and 6 as well as your revised disclosure.
It appears that the calculation of your non-GAAP measures include adjustments for
normal, recurring operating expenses that were necessary to operate your business at the
time those costs were incurred. Accordingly, please modify the calculation of Adjusted
EBITDA and, as applicable, Adjusted Gross Profit as follows for each adjustment noted
below.
FirstName LastNameChristopher Brown
Comapany NameALLEGRO MICROSYSTEMS INC
September 25, 2020 Page 2
FirstName LastName
Christopher Brown
ALLEGRO MICROSYSTEMS INC
September 25, 2020
Page 2
•AMTC Facility consolidation savings. Exclude all adjustments for operating
expenses incurred.
•Labor savings. Exclude all adjustments operating expenses, including but not limited
to wages for employees whose positions were eliminated and the offset of wages for
newly hired employees.
Please refer to Question 100.01 of the Non-GAAP Measures, Compliance and Disclosure
Interpretations.
2.Please explain to us in more detail the nature of the following adjustments you have made
to calculate Adjusted Gross Profit and Adjusted EBITDA and why this results in measures
that are useful to investors. Clarify if any of the amounts reported for these adjustments
was an estimate rather than an actual amount of a cost incurred, including the following:
•Loss (gain) from equity method investment
•Inventory cost amortization
•Foundry service payment
•Polar & Sanken distribution agreement
3.We note that you include an adjustment for Severance in your calculation of Adjusted
EBITDA and that your adjustments for Labor savings and AMTC Facility consolidation
savings appear to also include amounts related to severance. Please clearly describe to us
the nature and source of the severance amounts included in each line item.
You may contact Kevin Stertzel at 202-551-3723 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Keith L. Halverstam
2020-09-24 - UPLOAD - Allegion plc (ALLE) (CIK 0001579241)
United States securities and exchange commission logo
September 24, 2020
Patrick Shannon
Chief Financial Officer
Allegion plc
Block D
Iveagh Court
Harcourt Road
Dublin 2, Ireland
Re:Allegion plc
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
Form 8-K filed February 18, 2020
File No. 1-35971
Dear Mr. Shannon:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-09-23 - CORRESP - Allegion plc (ALLE) (CIK 0001579241)
CORRESP
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Document
11819 Pennsylvania
Carmel, IN 46032
Allegion.com
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Messrs. Adam Phippen and Bill Thompson
RE: Allegion plc
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
Form 8-K filed February 18, 2020
File No. 1-35971
Dear Messrs. Phippen and Thompson:
Set forth below are the responses of Allegion plc (the “Company”, or “we”) to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 17, 2020, with respect to the Form 10-K and Form 8-K referenced above.
For your convenience, we have set forth below the Staff’s comments contained in your letter dated September 17, 2020, followed by the Company’s response thereto. Caption references and page numbers refer to the captions and pages contained within the Forms 10-K and 8-K referenced above, unless otherwise indicated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Forms 10-K or 8-K, as applicable:
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 27
1.Reference is made to your disclosure on page F-37 that your income tax valuation allowance decreased $118.6 million in fiscal 2019. Please tell us the impact this decrease had on net earnings and explain to us why it isn’t discussed in Item 7.
Response:
The reduction in the valuation allowance was substantially all offset by corresponding and equal reductions to, or elimination of, underlying deferred tax assets and therefore did not significantly impact net earnings. Specifically, in light of certain legislative changes, the Company executed internal restructurings in 2019, which resulted in the utilization of certain deferred tax assets on NOL carryforwards and the release of the corresponding valuation allowances against those deferred tax assets. Also, to a lesser extent, the impact of newly enacted reductions in jurisdictional tax rates lowered both certain existing deferred tax assets and the associated valuation allowances. The impact of the decrease in the valuation allowance on our 2019 Provision for Income Taxes, and therefore net earnings, was $32,000, which represents an approximate 0.01% impact to our Effective Tax Rate (“ETR”).
In Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, specifically within our “Provision for Income Taxes” discussion on pages 32-33 of our Form 10-K, we principally discuss year-over-year changes in the ETR. Given the immaterial impact of the reduction in our income tax valuation allowance to the ETR, we did not consider any of the factors driving the decrease in our valuation allowance during 2019 to be relevant to our Item 7 discussion of 2019 financial condition and results of operations.
11819 Pennsylvania
Carmel, IN 46032
Allegion.com
Consolidated Financial Statements
Note 9 – Debt and Credit Facilities, page F-16
2.Reference is made to the first paragraph on page F-17 where you disclose that the Credit Facilities require you to comply with a maximum leverage ratio. Please tell us your consideration of disclosing the maximum ratio, your ratio as of December 31, 2019 and the amount of retained earnings or net income restricted or free of restrictions. Further, please tell us your consideration of providing disclosure about the dividend restrictions imposed by the Irish Companies Act as discussed on page 24. Refer to Rule 4-08(e)(1) of Regulation S-X.
Response:
The Company entered into the Credit Agreement (the “Agreement”) on September 12, 2017. The Agreement is included as Exhibit 10.3 of our Form 10-K filed on February 18, 2020 and incorporated by reference to Exhibit 10.1 of our Form 8-K filed on September 15, 2017. The Company disclosed the existence of a maximum leverage ratio as informational disclosure. Per Section 5.11 of the Agreement, our maximum leverage ratio, as defined, for any period of four consecutive fiscal quarters may not exceed 3.75 to 1.00. As of December 31, 2019, our ratio was 1.82 to 1.00. Given that we were not in breach of the covenant nor reasonably likely to be in breach of the covenant in the foreseeable future due to the substantial cushion in our ratio, as well as our conclusion that the debt covenant did not materially impact our ability to obtain additional debt or equity financing, we concluded that additional disclosure was not required under Rule 4-08(c) of Regulation S-X or Item 303(a)(1) or (2) of Regulation S-K.
Relating to our disclosure about the dividend restrictions imposed by the Irish Companies Act on page 24 of our Form 10-K, as an Irish domiciled company, we are subject to the Irish Companies Act of 2014, under which dividends may only be made from distributable reserves. As of December 31, 2019, our distributable reserves exceeded $4.1 billion. Accordingly, the Company concluded that this did not represent a significant restriction on the payment of dividends that required disclosure in the consolidated financial statements under Rule 4-08(e)(1) of Regulation S-X, as the restriction did not pose any current or anticipated restriction on our ability to declare or distribute dividends. There are no other restrictions on either our retained earnings or net income limiting the potential declaration or payment of dividends.
However, in response to the Staff’s comment, the Company will update the “Dividend Policy” discussion presented within Item 5 (page 24) of future Form 10-K filings. The below represents how the “Dividend Policy” section within Item 5 of our 2019 Form 10-K would have been presented under our planned updates (updates underlined):
“Our Board of Directors declared dividends of $0.27 per ordinary share on February 6, 2019, April 4, 2019, September 5, 2019 and December 5, 2019. On February 6, 2020, our Board of Directors declared a dividend of $0.32 per ordinary share payable March 31, 2020. We paid a total of $100.6 million in cash for dividends to ordinary shareholders during the year ended December 31, 2019. Future dividends on our ordinary shares, if any, will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant, as well as our ability to pay dividends in compliance with the Irish Companies Act. Under the Irish Companies Act, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of Allegion plc (ALLE-Ireland), and are unrelated to any U.S. GAAP reported amount (e.g. retained earnings). As of December 31, 2019, we had distributable reserves of $4.1 billion. In addition, no distribution or dividend may be made unless the net assets of ALLE-Ireland are equal to, or in excess of, the
11819 Pennsylvania
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Allegion.com
aggregate of ALLE-Ireland’s called up share capital plus undistributable reserves and the distribution does not reduce ALLE-Ireland’s net assets below such aggregate.”
Form 8-K Filed February 18, 2020
Exhibit 99.1, page 2
3.Reference is made to your disclosure of 2020 expected earnings per share as adjusted. In future filings, please provide a reconciliation (by schedule or other clearly understandable method), which shall be quantitative, to the extent available without unreasonable efforts of the differences between the non-GAAP financial measure with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Refer to Item 10(e)(i)(B) of Regulation S-K.
Response:
In response to the Staff’s comment, in future filings, the Company will expand its “Outlook” language within its earnings press release furnished as Exhibit 99.1 to its Form 8-K filings where both a GAAP and adjusted EPS outlook is provided in order to disclose the nature and amounts of difference between the GAAP and adjusted EPS outlook in accordance with Item 10(e)(i)(B) of Regulation S-K. The below represents how the full-year 2020 outlook from the press release furnished as Exhibit 99.1 to our Form 8-K filed February 18, 2020 would have been presented under our planned updates (updates underlined):
“Full year 2020 reported EPS is expected to be in the range of $5.00 to $5.10, or $5.10 to $5.20 on an adjusted basis. The $0.10 difference between our reported and adjusted EPS outlook range relates to expected future restructuring and acquisition and integration charges. This reflects an increase of approximately 4 to 6 percent versus adjusted 2019 EPS. The outlook includes incremental investment of approximately $0.15 per share; assumes a full-year adjusted effective tax rate of approximately 16.5 to 17 percent; and assumes an average diluted share count for the full year of approximately 93 million shares.”
If you have any questions pertaining to the foregoing, please feel free to contact me at (317) 810-3372, or Douglas P. Ranck, Vice President, Controller and Chief Accounting Officer, at (317) 810-3221.
Sincerely,
/s/ Patrick S. Shannon
Patrick S. Shannon
Senior Vice President and Chief Financial Officer
2020-09-23 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP 1 filename1.htm September 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Tonya K. Aldave Re: Alerus Financial Corporation Request for Acceleration of Effectiveness of Registration Statement on Form S-3 SEC File No. 333-248841 (“Registration Statement”) Dear Ms. Aldave: On behalf of Alerus Financial Corporation, as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 4:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Friday, September 25, 2020. Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments. Very truly yours, Alerus Financial Corporation /s/ Randy L. Newman Randy L. Newman Chairman, Chief Executive Officer and President
2020-09-22 - UPLOAD - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
United States securities and exchange commission logo
September 21, 2020
Rrandy L. Newman
Chief Executive Officer
Alerus Financial Corporation
401 Demers Avenue
Grand Forks, ND 58201
Re:Alerus Financial Corporation
Registration Statement on Form S-3
Filed September 16, 2020
File No. 333-248841
Dear Mr. Newman:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Joseph Ceithaml, Esq.
2020-09-17 - UPLOAD - Allegion plc (ALLE) (CIK 0001579241)
United States securities and exchange commission logo
September 17, 2020
Patrick Shannon
Chief Financial Officer
Allegion plc
Block D
Iveagh Court
Harcourt Road
Dublin 2, Ireland
Re:Allegion plc
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 18, 2020
Form 8-K filed February 18, 2020
File No. 1-35971
Dear Mr. Shannon:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 27
1.Reference is made to your disclosure on page F-37 that your income tax valuation
allowance decreased $118.6 million in fiscal 2019. Please tell us the impact this decrease
had on net earnings and explain to us why it isn't discussed in Item 7.
Consolidated Financial Statements
Note 9 - Debt and Credit Facilities, page F-16
2.Reference is made to the first paragraph on page F-17 where you disclose that the Credit
FirstName LastNamePatrick Shannon
Comapany NameAllegion plc
September 17, 2020 Page 2
FirstName LastName
Patrick Shannon
Allegion plc
September 17, 2020
Page 2
Facilities require you to comply with a maximum leverage ratio. Please tell us your
consideration of disclosing the maximum ratio, your ratio as of December 31,
2019 and the amount of retained earnings or net income restricted or free of restrictions.
Further, please tell us your consideration of providing disclosure about the dividend
restrictions imposed by the Irish Companies Act as discussed on page 24. Refer to Rule
4-08(e)(1) of Regulation S-X.
Form 8-K Filed February 18, 2020
Exhibit 99.1, page 2
3.Reference is made to your disclosure of 2020 expected earnings per share as adjusted. In
future filings, please provide a reconciliation (by schedule or other clearly understandable
method), which shall be quantitative, to the extent available without unreasonable
efforts of the differences between the non-GAAP financial measure with the most directly
comparable financial measure or measures calculated and presented in accordance with
GAAP. Refer to Item 10(e)(i)(B) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Adam Phippen at (202) 551-3336 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-09-16 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
September 16, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed September 4, 2020
File No. 333-239225
Dear Mr. Poon:
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. Unless we note
otherwise, our references to prior comments are to comments in our June 30, 2020 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed September 4, 2020
Results of Operations
Legal and Professional Fees, page 44
1.We note that you cover fees paid to third parties including attorneys, solicitors, and
auditors for your clients. Please tell us how you account for these amounts and their
classification on the consolidated statements of income.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
September 16, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
September 16, 2020
Page 2
Industry
Equity Capital markets in Hong Kong and the United States, page 51
2.We note your statement that "[e]quity capital markets in Hong Kong and the United States
are the most attractive overseas listing venues for China-based companies." If true, please
revise to characterize this statement as your belief.
British Virgin Islands Taxation, page 85
3.We note your revised disclosure to prior comment 4 and re-issue that comment in part.
Please revise the first sentence of this section to state that the disclosure relating to tax
consequences under British Virgin Islands law is the opinion of Conyers Dill
& Pearman.
Note 5: Accounts Receivable, net, page F-20
4.We note the significant addition and charge-off to the provision for doubtful accounts as
of March 31, 2020. We also note that the amount overdue from 183 to 273 days and 274
to 364 days continues to increase each period. Please tell us how you determined it is
probable that you will collect substantially all of the consideration to which you will be
entitled for the services provided and therefore meet the criteria in ASC 606-10-25-1(e).
Exhibit 8.2
5.Please revise Exhibit 8.2 to consent to the prospectus discussion of the opinion, the
reproduction of the opinion as an exhibit, and being named in the registration statement.
Please also include an Exhibit 23.3 in the exhibit index relating to such consent. Refer to
Section 7(a) of the Securities Act, Rule 436 under the Securities Act, and Item 601(b)(8)
of Regulation S-K.
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related matters.
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-09-11 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
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Document
September 11, 2020
George K. Schuler
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Schuler:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 21, 2020 in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2019, filed on February 26, 2020 (the “2019 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the Commission’s letter of comment. The questions are followed by the Company’s response thereto.
2019 Form 10-K
Raw Materials and Significant Supply Contracts, page 4
1. We note your response to comment one stating additional mining property disclosures were not necessary as the Salar de Atacama and Silver Peak properties are not mining operations, the Windfield Holdings Pty Ltd interests need not be disclosed as they are not consolidated with your financial statements, and your 60% interest in Mineral Resources Limited’s Wodgina mine project is not material due to its limited contribution to your current operations, as it is presently on care & maintenance. We disagree with your assessments. While the Salar de Atacama/La Negra, Silver Peak, and Magnolia bromine operations are not traditional pick & shovel mining operations, they are classic in-situ mining operations, where mineral bearing solutions are pumped from the ground and processed. This type of mining operation is commonly practiced for the mining and processing of mineral salts such as potash, salt, lithium, and bromine. In addition, mineral property disclosure is required for significant mining properties even if they are accounted for under the equity method in your consolidated financial statements. We also believe the Wodgina/Kemerton operations are significant due to their purchase price/asset transfer, associated note obligations, and on-going Kemerton construction activities. Please amend your filing to provide mining disclosure that complies with Industry Guide 7 for all of your significant mining properties.
Response
The Company recognizes that the Commission’s final rules for the Modernization of Property Disclosures for Mining Registrants (Release Nos. 33-10570; 34-84509 (October 31, 2018)) (the “Final Rule”), effective for fiscal years beginning on or after January 1, 2021, explicitly state that extracting minerals, such as lithium, from mineral brines constitutes mining. In light of this explicit requirement, the Company has been expending substantial time
Mr. George K. Schuler
September 11, 2020
Page 2
and effort with both internal and external resources to gather the information necessary to comply with the disclosure requirements of the Final Rule.
Prior to the adoption of the Final Rule, the Company did not believe that extracting minerals from brines was a mining activity, and, therefore, concluded that disclosure was not required under Industry Guide 7. Nonetheless, we provided pertinent, material information required by Industry Guide 7, paragraph (b), to the extent applicable to our operations, in the Company’s 2019 Annual Report on Form 10-K (specifically, within Item 1--Business--Lithium and Advanced Materials Segment--Raw Materials and Significant Supply Contracts, Item 1--Business--Bromine Specialties Segment--Raw Materials and Significant Supply Contracts, and Item 2--Properties).
In light of the Staff’s comments and the pendency of the Final Rule, however, we intend to expand our disclosures in response to Industry Guide 7, paragraph (b), in our 2020 Annual Report on Form 10-K. Those expanded disclosures are set out in the attached Appendix, with the new language therein highlighted as underscored text. These expanded disclosures will provide more information to investors about (i) our lithium brine operations in the Salar de Atacama, Chile and the Clayton Valley Basin, Silver Peak, Nevada, (ii) our 49%-owned Windfield Holdings Pty Ltd joint venture in the Talison Lithium Pty Ltd. hard rock spodumene operations, (iii) our idled Wodgina hard rock spodumene project, and (iv) our bromine brine operations in Magnolia, Arkansas.
With respect to the Wodgina project, we recognize that it is an open-pit mine, and, thus, a more traditional mining operation. However, we continue to believe the Wodgina project was not a significant mining property of the Company in 2019. Although neither Item 102 of Regulation S-K nor Industry Guide 7 defines “significant,” we understand that the Staff historically has used 10% of a registrant’s total assets as a “rule of thumb” for the materiality of a registrant’s mining operations to be considered as part of an analysis of quantitative and qualitative factors.
Based solely on the purchase price, the Wodgina project constituted approximately 13% of the Company’s total assets as of December 31, 2019. We do not believe that this percentage, standing alone, determines whether Wodgina was a significant mining property during 2019. While a "rule of thumb," such as a threshold or percentage, may be useful as an initial step in assessing materiality, it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. The Commission affirmatively rejected including an instruction to the Final Rule that would establish a presumption of materiality based on a specific threshold percentage of assets. Instead, the Commission concluded that “an assessment that takes into consideration all relevant facts and circumstances will lead to better materiality determinations.”
Taking into account all relevant considerations, the Company continues to believe that additional mining disclosure about the Wodgina project was not required for 2019 for, among others, the following reasons:
•Wodgina was not significant to our operations in 2019 because we acquired the project on October 31, 2019 and immediately idled all operations;
•The note obligations identified by the Staff are fully and unconditionally guaranteed on a senior unsecured basis by the Company, and, thus are dependent on the Company’s creditworthiness and financial stability;
•The results of our 60% ownership interest in the joint venture are reported within the Lithium segment. We reported net income in our Lithium segment of approximately $341.8 million, with Wodgina operations contributing a loss of approximately $4.4 million (excluding, as disclosed in the Company’s 2019 Annual Report on Form 10-K, transaction related costs such as the stamp duty owed for the transaction). As a result, we concluded Wodgina did not have a material impact on our results of operations of the company in 2019; and
•Construction at Kemerton did not begin until the end of the first quarter of 2019 and commissioning is not scheduled to complete until 2022.
Although we do not believe the Wodgina project was a significant mining property in 2019, as discussed above, we intend to expand our disclosures in response to Industry Guide 7, paragraph (b), in our 2020 Annual Report on Form 10-K, as set out in the attached Appendix.
Mr. George K. Schuler
September 11, 2020
Page 3
2. We note your response to comment 2 indicating you were not engaged in significant mining operations in 2019. We reissue comment 2, please disclose the information required by Industry Guide 7 for your mining properties.
Response
In response to the Staff’s comment, we respectfully point the Staff to our response to the first comment above, pursuant to which we will make the additional disclosures set out on the attached Appendix.
3. We note your response to comment 3 indicating you were not engaged in significant mining operations in 2019. We reissue comment 3, please disclose your mining production for your mining properties in 2019.
Response
In response to the Staff’s comment, we respectfully point the Staff to our response to the first comment above, pursuant to which we will make the additional disclosures set out on the attached Appendix.
Summary of Critical Accounting Policies and Estimates, page 38
4. We note your response to comment 4 indicates that you are amortizing your mineral rights using the units of production method. Please further describe to us the process by which you amortize your mineral rights, identifying each property associated with the mineral rights being amortized and the units that serve as the basis for the amounts used in the numerator and denominator of your amortization calculation. To the extent that you are utilizing anything other than proven and probable reserves in the denominator of your calculation, please clarify the reasons why these alternates would be considered a reasonable basis for determining the useful life of your mineral rights.
Response
In response to the Staff’s comment, we respectfully note that our mineral rights at our Salar de Atacama, Chile and Clayton Valley Basin, Silver Peak, Nevada locations are depleted using the units of production method.
Our mineral rights at the Salar de Atacama, Chile are based on a contract with the Chilean government, originally entered into in 1975 and subsequently amended and restated. The contract provided us with a quota of 200,000 metric tons of lithium product that we can produce and sell. We do not have proven or probable reserves as defined by Industry Guide 7 at the Salar de Atacama, however our mineral rights are limited to the contracted quota that we can sell. The depletion rate is calculated by dividing the carrying value of the mineral rights as established by a third party valuation when these assets were acquired in 2015 as part of the Rockwood Holdings, Inc. (“Rockwood”) acquisition (numerator) by the amount of lithium product quota permitted to be produced and sold by the mineral rights agreement with the Chilean government (denominator). This calculated depletion rate is then multiplied by actual sales on a monthly basis. We believe the quota permitted by the contract represents a more appropriate basis for determining the useful life of the mineral rights than the straight-line method because the amount of lithium produced and sold is not linear and varies per period, and, thus is more representative of the match of the cost and income for a period. As we are limited in what we can produce and sell under this contractual quota, we believe the basis for the useful life should be limited to what we are permitted to produce and sell, and not a period of time. Although these are not proven and probable reserves as defined by Industry Guide 7, we believe this quota serves as a comparable base given that we are restricted in the amount we can produce and sell, similar to a restriction of the availability of a reserve.
Our mineral rights in Clayton Valley Basin, Silver Peak, Nevada consist of our right to access lithium brine pursuant to our permitted and certified senior water rights, a settlement agreement with the U.S. government, entered into in June 1991, and our patented and unpatented land claims. Our mineral rights allow us to rights to all lithium that we can remove economically from the Clayton Valley Basin. We do not have proven or probable reserves as
Mr. George K. Schuler
September 11, 2020
Page 4
defined by Industry Guide 7 at Silver Peak. This valuation estimated the amount of lithium product we can produce under these mineral rights was based on an internal estimate. The depletion rate is calculated by dividing the carrying value of the mineral rights as established by the valuation when these assets were acquired in 2015 as part of the Rockwood acquisition (numerator) by the amount of estimated lithium products we can produce under our agreement (denominator). This calculated depletion rate is then multiplied by actual production on a monthly basis. We believe the estimated lithium production represents a more appropriate basis for determining the useful life of the mineral rights than the straight-line method because the amount of lithium produced and sold is not linear and varies per period, and, thus is more representative of the match of the cost and income for a period. The mineral rights and agreement in Silver Peak allow us to extract lithium until it is no longer economical to do so and not a set date, therefore we believe the basis for the useful life should be limited to what we are permitted to produce and not a period of time. Although these are not proven and probable reserves as defined by Industry Guide 7, we believe this estimated production amount serves as a comparable base given that we are restricted in the amount we can produce, similar to a restriction of the availability of a reserve.
***
The Company appreciates the efforts of the Staff in reviewing our response to your letter of comment. We are fully committed to working with the Commission to respond to your comments and to provide you with all the information you require. Accordingly, should you have any questions regarding the Company’s response to your comments, please contact Scott Tozier at (980) 299-5596.
Sincerely,
ALBEMARLE CORPORATION
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President, Chief Financial Officer
cc: Terence O’Brien
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
J. Kent Masters
Chairman, President and Chief Executive Officer
Albemarle Corporation
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Albemarle Corporation
John C. Barichivich III
Vice President, Corporate Controller and Chief Accounting Officer
Albemarle Corporation
Mr. George K. Schuler
September 11, 2020
Page 5
APPENDIX
As discussed in the response to the Staff’s first comment, we will include additional disclosures in response to Industry Guide 7 in our 2020 Annual Report on Form 10-K within Item 1--Business--Lithium and Advanced Materials Segment--Raw Materials and Significant Supply Contracts and Item 1--Business--Bromine Specialties Segment--Raw Materials and Significant Supply Contracts. Those additional disclosures are set out below, with the new language therein highlighted as underscored text.
Lithium Segment
Raw Materials and Significant Supply Contracts
In 2020, we obtained lithium primarily through solar evaporation of our ponds at the Salar de Atacama, in Chile, and in Silver Peak, Nevada and by purchasing lithium concentrate from our 49%-owned joint venture, Windfield Holdings Pty. Ltd. (“Windfield”), which directly owns 100% of the equity of Talison Lithium Pty. Ltd., a company incorporated in Australia (“Talison”).
The Salar de Atacama is a salt flat, the largest in Chile, located in the Atacama desert in northern Chile, which is the driest place on the planet and thus has an extremely high annual rate of evaporation and extremely low annual rainfall. Our extraction through evaporation process works as follows: snow in the Andes Mountains melts and flows into underground pools of water containing brine, which generally have high concentrations of lithium. We then pump the water containing brine above ground through a series of pumps and wells into a network of large evaporation ponds. Over the course of approximately eighteen months, the desert sun evaporates the water causing other salts to precipitate and leaving behind concentrated lithium brine. If weather conditions are not favorable, the evaporation process may be prolonged. Aft
2020-09-04 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
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ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
September 4, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth
Re:
ALE Group Holding Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed June 29, 2020
File No. 333-239225
Dear Ms. Wirth:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated June 30, 2020 regarding our Amendment No. 1 to Registration Statement on
Form F-1 filed on June 29, 2020. For ease of reference, we have repeated the Commission’s comments in this response and numbered
them accordingly. An amended Registration Statement on Form F-1 filed publicly accompanying this Response Letter is referred to
as Form F-1.
Amendment No. 1 to Registration Statement
on Form F-1
Use of Proceeds, page 31
1.
We note that you plan to use the proceeds of the offering for, among other things, "expansion of new offices" and "merger and acquisitions." If the proceeds will be used to acquire assets, other than in the ordinary course of business, please briefly describe the assets and their cost. If the proceeds will be used to finance acquisitions of other businesses, please give a description of such businesses and information on the status of the acquisitions. Refer to Item 3.C of Form 20-F.
Response: The
Company acknowledges the Staff’s comment and has included revised disclosure on page 31 of Form F-1. The Company has not
identified any assets to acquire as of the date of this response letter and as a result, it has decided not to allocate proceeds
of the offering for such purpose. The Company has updated the disclosure in Use of Proceeds in Form F-1 on page 31.
Executive Compensation, page 73
2.
Please update this section to include information as of the most recently completed fiscal year end. Refer to Item 6.B of Form 20-F.
Response: The
Company acknowledges the Staff’s comment and has included revised disclosure on page 68 of Form F-1.
1
Principal Shareholders, page 74
3.
Please complete the third, fourth and fifth columns of this table.
Response: The
Company acknowledges the Staff’s comment and has included revised disclosure on page 69 of Form F-1.
Taxation, page 87
4.
It appears that you do not intend to file a tax opinion relating to the U.S. tax consequences of this transaction. Please tell us why you have determined that such a tax opinion is not required for this transaction considering, for example, the uncertainty relating to your PFIC status. Refer to Item 601 of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19. In addition, please update your disclosure in this section regarding your PFIC status for the taxable year ended March 31, 2019 and the taxable year ended March 31, 2020, or tell us why an update is not necessary. Finally, given the third opinion on the second page of Exhibit 5.1, please revise this section of the registration statement to state that the disclosure relating to tax consequences under BVI law is the opinion of Conyers, and include an Exhibit 8 opinion in the exhibit index with a cross-reference to Exhibit 5.1. Refer to Section III.B of Staff Legal Bulletin No. 19.
Response: The
Company acknowledges the Staff’s comment and has filed a tax opinion relating to the U.S. tax consequences of this transaction
herewith. The Company has updated its disclosure regarding its PFIC status on page 83 of Form F-1. The Company acknowledges the
Staff’s comment and has stated that the disclosure relating to tax consequences under BVI law is the opinion of Conyers on
page 85 of Form F-1, and included an Exhibit 8.1 in the exhibit index with a cross-reference to Exhibit 5.1.
General
5.
We note that on June 28, 2020 you approved,
upon the consummation of the offering, to divide then issued and outstanding shares at a ratio of 960:1. Please revise to refer
to this division as a "stock split" or "forward stock split" throughout the filing. Additionally, revise to
include pro forma EPS to reflect this stock split wherever historical EPS is presented throughout the filing pursuant to Rule 11-01(a)(8)
of Regulation S-X. Also revise to include a subsequent events footnote to the financial statements to disclose the stock split
and board decision to increase the number of authorized shares pursuant to
ASC 855-10-50.
Response: The
Company acknowledges the Staff’s comment and has revised this division as a “stock split” or “forward stock
split” throughout the filing. The Company notes that on June 28, 2020, the shareholders and the board of the Company approved,
upon the consummation of the offering, to increase the authorized shares of the Company and divide then issued and outstanding
shares (post the offering) at a ratio of 960:1. On July 17, 2020, the shareholders and the board of the Company further approved
to effect both actions prior to the consummation of the offering as well as the Amended and Restated Memorandum and Articles of
Association (the “Amended and Restated Charter”). On July 21, 2020, Company filed Amended and Restated Charter with
the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar”) to increase the authorized shares
of the Company from 50,000 ordinary shares, par value $1.00 per share, to 48,000,000 ordinary shares, par value $0.001041667 per
share, and effected a forward stock split of all issued and outstanding shares at a ratio of 960:1, effective immediately following
the filing of the Amended and Restated Charter. The Company has completed the increase of authorized shares and forward stock split
and the on July 21, 2020, prior to the offering. As a result, the Company has updated the disclosure in the F-1 throughout the
filing relating to such corporate event and updated the financial statements accordingly.
6.
Please disclose the manner of determination of the offering price, including who established the price or who is formally responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for establishing the price. Refer to Item 9.A.2 of Form 20-F.
Response: The Company acknowledges
the Staff’s comment and has included such disclosure of determination of the offering price on page 32 of Form F-1.
2
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
3
2020-09-03 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm Document September 3, 2020 George K. Schuler Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ALBEMARLE CORPORATION Form 10-K for Fiscal Year Ended December 31, 2019 Filed February 26, 2020 File No. 001-12658 Dear Mr. Schuler: In your letter dated August 21, 2020 (the “Staff Comment Letter”), you requested that we respond to your comments regarding our Form 10-K for fiscal year ended December 31, 2019 within ten business days or advise you when we would provide a response. During our telephone conversation with you on September 3, 2020, we advised you that we would like to request an extension of time to provide a response in order to collect additional information to address certain disclosure requests. Accordingly, we respectfully request an extension until Friday, September 11, 2020 to file our response to the Staff Comment Letter. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to contact Scott Tozier at (980) 299-5596. Sincerely, ALBEMARLE CORPORATION /s/ SCOTT A. TOZIER Scott A. Tozier Executive Vice President, Chief Financial Officer
2020-08-27 - UPLOAD - ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291)
United States securities and exchange commission logo
August 27, 2020
Christopher Brown
General Counsel
ALLEGRO MICROSYSTEMS INC
955 Perimeter Road
Manchester, New Hampshire 03103
Re:ALLEGRO MICROSYSTEMS INC
Draft Registration Statement on Form S-1
Submitted August 3, 2020
CIK 0000866291
Dear Mr. Brown:
We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed August 3, 2020
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
FirstName LastNameChristopher Brown
Comapany NameALLEGRO MICROSYSTEMS INC
August 27, 2020 Page 2
FirstName LastName
Christopher Brown
ALLEGRO MICROSYSTEMS INC
August 27, 2020
Page 2
Prospectus Summary
Recent Developments, page 3
2.Please revise your disclosure to identify Sanken as an affiliate in this section, including a
specific statement as to Sanken's percentage of ownership of your common stock after the
completion of the initial public offering. We note your disclosure regarding Sanken and
OEP on page 12.
Unaudited Pro Forma Consolidated Financial Data
Pro Forma Adjustments, page 68
3.We note adjustment (E) that appears to reduce your tax provision on a pro forma basis to
exclude your $9.5 million settlement with the IRS. We also note on page F-46 that you
received a $9.5 million contribution from Sanken to neutralize the cash impact to the
company. Please address the following:
•Describe to us the circumstances relating to the contribution from Sanken, including
the purpose and timing, and explain how you accounted for the contribution and how
it impacted your accounting for the settlement.
•Tell us how you considered the offset you received from Sanken when concluding to
adjust your pro forma results for the IRS settlement.
•Tell us how your pro forma adjustment reflecting the IRS settlement is directly
attributable to the PSL Divestiture and the transfer of the Sanken products
distribution business to PSL, and has a continuing impact on Allegro. Refer to Rule
11-02(b)(6) of Regulation S-X.
Recent Initiatives to Improve Results of Operations, page 71
4.We note that on April 3, 2020, you amended your agreement relating to the planned
purchase of Voxtel, primarily due to the potential impact of uncertainties from
the COVID-19 pandemic. Please expand your disclosures here and in the Subsequent
Events note to the financial statements to clarify whether the amended agreement also
impacted the closing date of the transaction and, if so, to update the disclosures to indicate
the date or the period in which you now expect the acquisition to close.
FirstName LastNameChristopher Brown
Comapany NameALLEGRO MICROSYSTEMS INC
August 27, 2020 Page 3
FirstName LastName
Christopher Brown
ALLEGRO MICROSYSTEMS INC
August 27, 2020
Page 3
Key Operating and Financial Metrics
Adjusted EBITDA and Adjusted EBITDA Margin, page 82
5.We note your adjustment for AMTC Facility consolidation savings of $14.5 million, and
that the transition of the facilities began in November 2019 and is expected to be
completed by the end of March 2021. Please describe to us in greater detail what these
savings represent. For example, tell us whether these are (i) one-time charges taken in the
later part of fiscal year 2020 as a result of the transition, (ii) normal operating expenses
recorded in the fiscal 2020 that the company does not expect to record going forward, or
(iii) your estimate of projected cost savings from the transition. Explain to us how
adjusting a non-GAAP measure for these savings is consistent with Item 10(e) of
Regulation S-K.
6.In a related matter, please describe to us in greater detail the nature of the labor cost
savings reflected in adjustment (j).
Financial Statements
Note 18. Income Taxes, page F-41
7.We note your disclosures regarding the $9.5 million tax settlement with the IRS on page
F-46 and the $5.5 million provision for IRS audit settlement reflected in the table on page
F-43. Please explain to us how you accounted for the IRS audit settlement and how the
related amounts are reflected in your rate reconciliation on page F-43. In addition, explain
to us how you considered the $9.5 million Sanken contribution in determining your
income tax provision.
You may contact Kevin Stertzel at 202-551-3723 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Keith L. Halverstam
2020-08-21 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
August 21, 2020
Scott A. Tozier
Chief Financial Officer
ALBEMARLE CORPORATION
4250 Congress Street, Suite 900
Charlotte, North Carolina
28209
Re:ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Tozier:
We have reviewed your August 3, 2020 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 23, 2020 letter.
Form 10-K - Filed 02/26/2020 for Fiscal Year ended 12-31-2019 - Response to comments issued
07/23/2020 received 08/03/20
Raw Materials and Significant Supply Contracts, page 4
1.We note your response to comment one stating additional mining property disclosures
were not necessary as the Salar de Atacama and Silver Peak properties are not mining
operations, the Windfield Holdings Pty Ltd interests need not be disclosed as they are not
consolidated with your financial statements, and your 60% interest in Mineral Resources
Limited’s Wodgina mine project is not material due to its limited contribution to your
current operations, as it is presently on care & maintenance. We disagree with your
assessments. While the Salar de Atacama/La Negra, Silver Peak, and Magnolia bromine
operations are not traditional pick & shovel mining operations, they are classic in-situ
FirstName LastNameScott A. Tozier
Comapany NameALBEMARLE CORPORATION
August 21, 2020 Page 2
FirstName LastName
Scott A. Tozier
ALBEMARLE CORPORATION
August 21, 2020
Page 2
mining operations, where mineral bearing solutions are pumped from the ground and
processed. This type of mining operation is commonly practiced for the mining and
processing of mineral salts such as potash, salt, lithium, and bromine. In addition, mineral
property disclosure is required for significant mining properties even if they are accounted
for under the equity method in your consolidated financial statements. We also believe
the Wodgina/Kemerton operations are significant due to their purchase price/asset
transfer, associated note obligations, and on-going Kemerton construction activities.
Please amend your filing to provide mining disclosure that complies with Industry Guide
7 for all of your significant mining properties.
2.We note your response to comment 2 indicating you were not engaged in significant
mining operations in 2019. We reissue comment 2, please disclose the information
required by Industry Guide 7 for your mining properties.
3.We note your response to comment 3 indicating you were not engaged in significant
mining operations in 2019. We reissue comment 3, please disclose your mining
production for your mining properties in 2019.
Summary of Critical Accounting Policies and Estimates, page 38
4.We note your response to comment 4 indicates that you are amortizing your mineral rights
using the units of production method. Please further describe to us the process by which
you amortize your mineral rights, identifying each property associated with the mineral
rights being amortized and the units that serve as the basis for the amounts used in the
numerator and denominator of your amortization calculation. To the extent that you are
utilizing anything other than proven and probable reserves in the denominator of your
calculation, please clarify the reasons why these alternates would be considered a
reasonable basis for determining the useful life of your mineral rights.
You may contact George K. Schuler at (202) 551-3718 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-08-03 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
filename1.htm
Document
August 3, 2020
George K. Schuler
Office of Energy & Transportation
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Schuler:
We are responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 23, 2020 in connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company” or “we” or “us” or “our”) for the fiscal year ended December 31, 2019, filed on February 26, 2020 (the “2019 Form 10-K”).
For your convenience, the numbered responses of the Company and related captions contained in bold-type in this letter correspond to the numbered paragraphs and related captions in the Commission’s letter of comment. The questions are followed by the Company’s response thereto.
2019 Form 10-K
Raw Materials and Significant Supply Contracts, page 4
1. Please tell us if you have considered additional mining property disclosure pursuant to the Instructions to Item 102 of Regulation S-K. We generally consider additional mining property disclosure (Industry Guide 7) to be necessary, if the total asset value of the aggregate of all mining/processing properties exceeds 10% of total assets. We also consider mining properties to include properties and related processing plants used from the point of mineral extraction to the first point of material sales. In addition, your ability to continue to reliably and economically secure raw materials, upon which rests your business plan of adding value and your ultimate profitability, would likely be viewed by most investors as material. In your response, please tell us how you measure the materiality and the significance of your mining properties. Based on your response we may have additional comments.
Response
In response to the Staff’s comment, in preparing the 2019 Form 10-K, we did consider whether additional mining property disclosures were necessary as set forth in Industry Guide 7. In our review of Industry Guide 7, we considered factors for the locations from which we obtain our lithium to assess whether those locations qualify as significant mining operations. We extract lithium through evaporation of the brines of the Salar de Atacama, Chile and of the Clayton Valley Basin, Silver Peak, Nevada, as opposed to mining this resource from a hard rock mine. The underground lithium brine is pumped above ground through a series of pumps and wells into a network of large evaporation ponds. Over the course of approximately eighteen months, the desert sun evaporates out other salts, leaving behind lithium brine. We then process the lithium brine into lithium carbonate and lithium chloride at a plant in nearby La Negra and into lithium carbonate at a plant in Silver Peak, Nevada. While the lithium is extracted from underground in the Salar de Atacama, Chile and Silver Peak, Nevada, we believe that it is not done so through mining activities as contemplated by Industry Guide 7. In addition, we have not established proven or probable reserves at these locations as of December 31, 2019.
Mr. George K. Schuler
August 3, 2020
Page 2
We acknowledge that the Commission adopted new rules relating to property disclosures by companies with significant mining operations in 2018. See Release No. 33-10570, “Modernization of Property Disclosures for Mining Registrants” (October 31, 2018) (the “New Mining Disclosures”). The new rules rescind Industry Guide 7 and establish a new subpart 1300 of Regulation S-K effective January 1, 2021. Under the New Mining Disclosures, the definition of a mineral resource clearly includes mineral brines, such as lithium brine, and establishes a requirement to include operations in which we have a financial interest, such as joint ventures. Accordingly, we intend to comply with the disclosures required under subpart 1300 of Regulation S-K for our operations related to the Salar de Atacama, Chile and the Clayton Valley Basin, Silver Peak, Nevada during the fiscal year beginning on January 1, 2021.
In addition to extracting lithium through the evaporation of brines, we also purchase spodumene concentrate (6% lithium) from our 49%-owned Windfield Holdings Pty Ltd joint venture, which directly owns 100% of the equity of Talison Lithium Pty Ltd, a company incorporated in Australia (“Talison”). Talison owns and operates a spodumene mine in Greenbushes, Western Australia and mines spodumene ore. As described in Note 10, “Investments,” of Item 8 - Financial Statements and Supplementary Data of the 2019 Form 10-K, we are not the primary beneficiary of this joint venture, and thus do not consolidate the assets, liabilities or results of operations in our financial statements. Because we do not consolidate these mining assets or results of operations, we do not believe we are engaged in mining activities as contemplated by Industry Guide 7. As noted above, the New Mining Disclosures encompass operations in which we have a direct or indirect financial interest, including joint ventures. As a result, we intend to comply with the disclosures required under subpart 1300 of Regulation S-K, as applicable, for the Talison spodumene mine during the fiscal year beginning on January 1, 2021.
As disclosed in the 2019 Form 10-K, on October 31, 2019, we completed the acquisition of a 60% interest in Mineral Resources Limited’s (“MRL”) Wodgina hard rock spodumene mine project (“Wodgina Project”) in Western Australia and formed an unincorporated joint venture with MRL, named MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of spodumene concentrate and other minerals (other than iron ore and tantalum) from the Wodgina Project and for the operation of the Kemerton lithium hydroxide conversion assets. As previously reported, in connection with this acquisition, we immediately idled production from the Wodgina Project, and we anticipate that the Wodgina Project will remain idled until demand supports bringing the mine into production. This mine has not been operational since the acquisition, and at this time, we have not established when the mine will be brought back into production. When measuring materiality, we consider both quantitative and qualitative factors. These factors include the production levels of the mine, the impact of the mine on our operations and the resources allocated to operating the mine, among other factors. In addition, we acknowledge the Staff’s consideration of the additional mining property disclosure to be considered when the total asset value of the aggregate of all mining/processing properties exceeds 10% of total assets under Industry Guide 7. Although the assets acquired exceed 10% of our total assets, we believe that they do not constitute or contribute to a significant mining operation because we have idled production from this mine upon and since the acquisition. To date, these idled assets have not provided any mining activities for Albemarle or impacted our net sales or operations, and we expect this state of affairs to continue for the next couple of years.
While we do not believe we are engaged in significant mining operations as contemplated by Industry Guide 7 as of December 31, 2019, we have provided certain disclosures to enhance the reader’s understanding of our, and our Talison joint venture’s, lithium extraction operations, including the location, mineral rights, estimated production life and production capacity for each of the lithium sources noted above, under the Raw Materials and Significant Supply Contracts heading on page 4 of the 2019 Form 10-K.
2. Please disclose the information required under paragraph (b) of Industry Guide 7 for all your material properties listed under this heading. For any properties identified that are not material, please include a statement to that effect, clarifying your intentions. For each material property, include the following information:
• The location and means of access to your property, including the modes of transportation utilized to and from the property.
Mr. George K. Schuler
August 3, 2020
Page 3
• Any conditions that must be met in order to obtain or retain title to the property, whether you have surface and/or mineral rights.
• A brief description of the rock formations and mineralization of existing or potential economic significance on the property.
• A description of any work completed on the property and its present condition.
• The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.
• A description of equipment, infrastructure, and other facilities.
• The current state of exploration of the property.
• The total costs incurred to date and all planned future costs.
• The source of power and water that can be utilized at the property.
• If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature.
You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf
Response
In response to the Staff’s comment, we respectfully point the Staff to our response to the first comment above as to why we assessed that the additional mining property disclosures were not necessary for the 2019 Form 10-K.
3. Please disclose your annual mine production. See Instruction 3 to Item 102 of Regulation S-K.
Response
In response to the Staff’s comment, we respectfully point the Staff to our response to the first comment above as to why we assessed that we were not engaged in significant mining operations for the 2019 Form 10-K, and therefore did not provide information regarding annual mine production.
Summary of Critical Accounting Policies and Estimates, page 38
4. We note your disclosure that life-of-mine assets are amortized over proven and probable reserves using the units of production methodology. Please expand your disclosure to state your updated proven and/or probable reserve estimates for each material mining property. Mining properties may include your In-Situ Leach (ISL), mineral brine, and/or conventional mining operations.
Response
In response to the Staff’s comment, we respectfully point the Staff to our response to the first comment above as to why we assessed that we were not engaged in significant mining operations for the 2019 Form 10-K, and therefore did not provide information regarding proven and probable reserves.
In addition, the amounts currently being amortized using the unit of production methodology relates to the depletion of our mineral rights and not proven or probable reserves. We do not have proven or probable reserves established at our Salar de Atacama, Chile and Silver Peak, Nevada locations. The reserves referenced in this disclosure relate to our 60% ownership of the Wodgina spodumene mine referenced above. As noted above, we do not believe this mine is considered a material mining property.
***
Mr. George K. Schuler
August 3, 2020
Page 4
The Company appreciates the efforts of the Staff in reviewing our response to your letter of comment. We are fully committed to working with the Commission to respond to your comments and to provide you with all the information you require. Accordingly, should you have any questions regarding the Company’s response to your comments, please contact Scott Tozier at (980) 299-5596.
Sincerely,
ALBEMARLE CORPORATION
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President, Chief Financial Officer
cc: Terence O’Brien
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
J. Kent Masters
Chairman, President and Chief Executive Officer
Albemarle Corporation
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Albemarle Corporation
John C. Barichivich III
Vice President, Corporate Controller and Chief Accounting Officer
Albemarle Corporation
2020-07-31 - CORRESP - Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
CORRESP 1 filename1.htm July 31, 2020 Geoff Kruczek Jay Ingram Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, DC 20549 Re: Alpine 4 Technologies Ltd. Registration Statement on Form S-1 filed February 18, 2020 File No. 333-236474 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Mr. Kruczek and Mr. Ingram: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Alpine 4 Technologies Ltd. (the “Company”), hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 4:00 p.m. Eastern Daylight Time on Tuesday, August 4, 2020, or as soon thereafter as possible. The undersigned acknowledges, on behalf of the Company, that: -should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; -the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and -the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We request that we be notified of such effectiveness by a telephone call to company counsel, C. Parkinson Lloyd of Kirton McConkie at (801) 350-7619, and that such effectiveness also be confirmed in writing. Thank you for your consideration and assistance in this matter. Respectfully submitted, ALPINE 4 TECHNOLOGIES, LTD. /s/ Kent B. Wilson Kent B. Wilson CEO / President
2020-07-29 - CORRESP - Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
CORRESP 1 filename1.htm July 29, 2020 Geoff Kruczek Jay Ingram Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, DC 20549 Re: Alpine 4 Technologies Ltd. Registration Statement on Form S-1 filed February 18, 2020 File No. 333-236474 Your letter dated February 28, 2020 Dear Mr. Kruczek and Mr. Ingram: This letter is written on behalf of Alpine 4 Technologies Ltd., a Delaware corporation (the “Company”) in response to your letter dated February 28, 2020, relating to the registration statement on Form S-1 referenced above (the “Registration Statement”), and responds to the comments in your letter. The Company has filed today an amendment to the Registration Statement (“Amendment No. 1”) to respond to the Staff’s comments and to provide additional information, including audited financial statements and notes for the year ended December 31, 2019, reviewed financial statements and notes for the quarter ended March 31, 2020, and updated references to the Company’s financial statements, Management’s Discussion and Analysis, and other updates. Additionally, for your convenience, the Company has reproduced the comments from the Staff in the order provided followed by the Company’s corresponding response. All references in the Company’s responses to pages and captioned sections in the Registration Statement are to Amendment No. 1. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to them in Amendment No. 1. Registration Statement on Form S-1 filed February 18, 2020 General 1. We note your acquisitions of Excel Fabrication, LLC, Morris Sheet Metal Corp, and American Precision Fabricators. Please tell us how you considered the guidance in Rules 8-04 and 8-05 of Regulation S-X in assessing whether audited financial statements of these acquired businesses and the related pro forma financial statements reflecting these acquisitions should be included in this filing pursuant to Item 11 and provide your supporting calculations. Alternatively, revise the filing to include the required information. Response to Comment No. 1 On July 14, 2020, the Company’s management and professional service providers participated in a conference call with the SEC Staff and with personnel from the Corporation Finance Office of Chief Accountant. As discussed with the SEC Staff and OCA personnel in that conference call, the Company has provided the information requested in response to this comment with respect to Morris Sheet Metal Corp (“Morris”) and American Precision Fabricators (“APF”). With respect to the acquisition of Excel Fabrication, LLC (“Excel”), the Company evaluated the conditions required by Rule 8-04(b), comparing (1) the Company’s investment in Excel to the total consolidated assets of the Company as of December 31, 2019; (2) the Company’s proportionate share of the total assets of Excel to the consolidated assets of the Company as of December 31, 2019; and (3) the Company’s equity in the income (or loss) from continuing operations before income taxes of Excel exclusive of amounts attributable to any noncontrolling interests to such consolidated income (or loss) of the Company for the year ended December 31, 2019. The Company’s significant subsidiary test results are shown below. Net loss Total for the Assets Year Ended Total as of 12/31/2019 Investment 12/31/2019 Alpine 4 $2,497,518 $36,016,760 $36,016,760 Excel $260,043 $5,500,000 $1,014,995 Percentage 10% 15% 3% Significant No No No Because none of the tests is greater than 20%, pursuant to Rule 8-04(c)(1), financial statements for Excel were not required to be filed. Additionally, pursuant to Rule 8-05, because the financial statements of Excel were not required to be presented, no pro forma financial information was required. 2.In a related matter, tell us how you have complied with the requirements of Items 2.01 and 9.01 of Form 8-K as they relate to your acquisitions of Excel Fabrication, LLC, Morris Sheet Metal Corp, and American Precision Fabricators. Response to Comment No. 2 As noted above, and as discussed with the SEC Staff and OCA personnel on the July 14, 2020, conference call, the Company has provided the information requested in response to this comment with respect to Morris Sheet Metal Corp (“Morris”) and American Precision Fabricators (“APF”). With respect to the acquisition of Excel, based on the Company’s significant subsidiary test results shown above, the Company determined that the amount paid for the assets upon such acquisition did not exceed 10% of the total assets of the Company and its consolidated subsidiaries. As such, pursuant to Instruction 4(i) to Item 2.01 of Form 8-K, the Company determined that the acquisition of Excel did not involve a significant amount of assets, and as such financial statements were not required. Additionally, based on the language of Rule 8-04(c)(1) that financial statements were not required, the Company determined that pursuant to the language of Item 9.01(a)(1) of Form 8-K, no financial statements were required to be filed in the 8-K or an amendment thereto. The Company’s management did, however, determine that the Excel transaction, including the transaction documents and the terms of the acquisition, were sufficiently material to warrant the filing of a Current Report on Form 8-K relating to the acquisition of Excel. The Company’s financial statements for the quarter ended March 31, 2020, which have been included in Amendment No. 1, include information relating to the acquisition of Excel. Conclusion Please contact the undersigned, or Park Lloyd, Company counsel (801-328-3600 or by email at plloyd@kmclaw.com) if you have any questions or need additional information. Thank you for your assistance with this filing. Respectfully submitted, ALPINE 4 TECHNOLOGIES, LTD. /s/ Kent B. Wilson Kent B. Wilson CEO / President
2020-07-23 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
July 23, 2020
Scott A. Tozier
Chief Financial Officer
ALBEMARLE CORPORATION
4250 Congress Street, Suite 900
Charlotte, North Carolina
28209
Re:ALBEMARLE CORPORATION
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-12658
Dear Mr. Tozier:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K
Raw Materials and Significant Supply Contracts, page 4
1.Please tell us if you have considered additional mining property disclosure pursuant to the
Instructions to Item 102 of Regulation S-K. We generally consider additional mining
property disclosure (Industry Guide 7) to be necessary, if the total asset value of the
aggregate of all mining/processing properties exceeds 10% of total assets. We also
consider mining properties to include properties and related processing plants used from
the point of mineral extraction to the first point of material sales. In addition, your ability
to continue to reliably and economically secure raw materials, upon which rests your
business plan of adding value and your ultimate profitability, would likely be viewed by
most investors as material. In your response, please tell us how you measure the
materiality and the significance of your mining properties. Based on your response we
may have additional comments.
FirstName LastNameScott A. Tozier
Comapany NameALBEMARLE CORPORATION
July 23, 2020 Page 2
FirstName LastNameScott A. Tozier
ALBEMARLE CORPORATION
July 23, 2020
Page 2
2.Please disclose the information required under paragraph (b) of Industry Guide 7 for all
your material properties listed under this heading. For any properties identified that are
not material, please include a statement to that effect, clarifying your intentions. For each
material property, include the following information:
•The location and means of access to your property, including the modes of
transportation utilized to and from the property.
•Any conditions that must be met in order to obtain or retain title to the property,
whether you have surface and/or mineral rights.
•A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.
•A description of any work completed on the property and its present condition.
•The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.
•A description of equipment, infrastructure, and other facilities.
•The current state of exploration of the property.
•The total costs incurred to date and all planned future costs.
•The source of power and water that can be utilized at the property.
•If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.
You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf
3.Please disclose your annual mine production. See Instruction 3 to Item 102 of Regulation
S-K.
Summary of Critical Accounting Policies and Estimates, page 38
4.We note your disclosure that life-of-mine assets are amortized over proven and probable
reserves using the units of production methodology. Please expand your disclosure to
state your updated proven and/or probable reserve estimates for each material mining
property. Mining properties may include your In-Situ Leach (ISL), mineral brine, and/or
conventional mining operations.
In closing, we remind you that the company and its management are responsible for the
FirstName LastNameScott A. Tozier
Comapany NameALBEMARLE CORPORATION
July 23, 2020 Page 3
FirstName LastName
Scott A. Tozier
ALBEMARLE CORPORATION
July 23, 2020
Page 3
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact George K. Schuler at (202) 551-3718 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2020-07-01 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
filename1.htm
PACIFIC ETHANOL, INC.
400
Capitol Mall, Suite 2060
Sacramento,
CA 95814
July
1, 2020
VIA
EDGAR CORRESPONDENCE
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
DC 20549
Attention:
Timothy Buchmiller, Staff Attorney
Re:
Pacific Ethanol, Inc.
Registration
Statement on Form S-3 (File No. 333-238939)
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-238939)
(the “Registration Statement”), so that it may be declared effective at 4:00 p.m. Eastern time on July 1, 2020,
or as soon as practicable thereafter.
The
Company hereby confirms that it is aware of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel,
Larry A. Cerutti of Troutman Pepper Hamilton Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com.
The Company hereby authorizes Mr. Cerutti of Troutman Pepper Hamilton Sanders LLP to orally modify or withdraw this request for
acceleration.
Very
truly yours,
PACIFIC
ETHANOL, INC.
By:
/s/
CHRISTOPHER W. WRIGHT
Christopher
W. Wright
Vice
President, General Counsel & Secretary
2020-06-30 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
June 30, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed June 29, 2020
File No. 333-239225
Dear Mr. Poon:
We have reviewed your 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. 1 to Registration Statement on Form F-1
Use of Proceeds, page 31
1.We note that you plan to use the proceeds of the offering for, among other things,
"expansion of new offices" and "merger and acquisitions." If the proceeds will be used to
acquire assets, other than in the ordinary course of business, please briefly describe the
assets and their cost. If the proceeds will be used to finance acquisitions of other
businesses, please give a description of such businesses and information on the status of
the acquisitions. Refer to Item 3.C of Form 20-F.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
June 30, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
June 30, 2020
Page 2
Executive Compensation, page 73
2.Please update this section to include information as of the most recently completed fiscal
year end. Refer to Item 6.B of Form 20-F.
Principal Shareholders, page 74
3.Please complete the third, fourth and fifth columns of this table.
Taxation, page 87
4.It appears that you do not intend to file a tax opinion relating to the U.S. tax consequences
of this transaction. Please tell us why you have determined that such a tax opinion is not
required for this transaction considering, for example, the uncertainty relating to your
PFIC status. Refer to Item 601 of Regulation S-K and Section III.A of Staff Legal
Bulletin No. 19. In addition, please update your disclosure in this section regarding your
PFIC status for the taxable year ended March 31, 2019 and the taxable year ended March
31, 2020, or tell us why an update is not necessary. Finally, given the third opinion on the
second page of Exhibit 5.1, please revise this section of the registration statement to state
that the disclosure relating to tax consequences under BVI law is the opinion of Conyers,
and include an Exhibit 8 opinion in the exhibit index with a cross-reference to Exhibit
5.1. Refer to Section III.B of Staff Legal Bulletin No. 19.
General
5.We note that on June 28, 2020 you approved, upon the consummation of the offering, to
divide then issued and outstanding shares at a ratio of 960:1. Please revise to refer to this
division as a "stock split" or "forward stock split" throughout the filing. Additionally,
revise to include pro forma EPS to reflect this stock split wherever historical EPS is
presented throughout the filing pursuant to Rule 11-01(a)(8) of Regulation S-X. Also
revise to include a subsequent events footnote to the financial statements to disclose the
stock split and board decision to increase the number of authorized shares pursuant to
ASC 855-10-50.
6.Please disclose the manner of determination of the offering price, including who
established the price or who is formally responsible for the determination of the price, the
various factors considered in such determination and the parameters or elements used as a
basis for establishing the price. Refer to Item 9.A.2 of Form 20-F.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
June 30, 2020 Page 3
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
June 30, 2020
Page 3
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-06-25 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
filename1.htm
Troutman
Sanders LLP
5
Park Plaza, Suite 1400
Irvine,
CA 92614-2545
troutman.com
Larry A. Cerutti
949.622.2710
larry.cerutti@troutman.com
June
25, 2020
BY
EDGAR AND FEDEX
United States Securities and Exchange Commission
Division of Corporation Finance Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Tim Buchmiller and Joseph McCann
Re:
Pacific Ethanol, Inc.
Registration
Statement on Form S-3
Filed
June 4, 2020
File
No. 333-238939
Dear
Mr. Buchmiller and Mr. McCann:
On
behalf of Pacific Ethanol, Inc. (the “Company”), the undersigned has set forth below the responses of the Company
to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in the Staff’s comment letter dated June 12, 2020 (“Comment Letter”). For ease of reference,
the text of the Staff’s comment is reproduced in italics, with the response of the Company immediately following such comment.
Concurrently
with the submission of this letter, the Company has filed Amendment No. 1 (“Amendment No. 1”) to the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) with the Commission on EDGAR, reflecting
the revisions described in this letter as well as certain other updated information.
For
your convenience, the Company is supplementally providing to the Staff a copy of Amendment No. 1, which has been marked to indicate
the changes from the Registration Statement filed with the Commission on June 4, 2020.
All
responses provided herein are based solely on information provided by the Company.
United
States Securities and Exchange Commission
June
25, 2020
Page
2
Registration
Statement on Form S-3 filed June 4, 2020
Exhibits
1. We
note that your forum selection provision identifies the Court of Chancery as the exclusive
forum for certain litigation, including any “derivative action.” Please revise
your prospectus to clearly describe this provision and to describe any risks or other
impacts on investors. Risks may include, but are not limited to, increased costs to bring
a claim and that these provisions can discourage claims or limit investors’ ability
to bring a claim in a judicial forum that they find favorable. Also disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. In
that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or
the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty
or liability created by the Securities Act or the rules and regulations thereunder. If
the provision applies to Securities Act claims, please also revise your prospectus to
state that there is uncertainty as to whether a court would enforce such provision and
that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing document states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Response
to Comment 1:
The
forum selection provision in the Company’s amended and restated bylaws (the “Bylaws”) does not apply
to suits arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has updated the disclosure on pages 5 and
26 of Amendment No. 1 in response to the Staff’s comment and will acknowledge in risk factor disclosure in its future
filings that the portion of the Bylaws requiring the Court of Chancery to be the exclusive forum for certain suits would not apply
with respect to suits arising under the Securities Act or Exchange Act.
*
* *
In
connection with this response to the Staff’s Comment Letter, the Company acknowledges the following:
● the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
and
● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filing.
Sincerely yours,
/s/ Larry A. Cerutti
Larry A. Cerutti
cc:
Michael D. Kandris, Pacific Ethanol, Inc.
Christopher
W. Wright, Pacific Ethanol, Inc.
2020-06-23 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm CORRESP ALBEMARLE CORPORATION 4250 Congress Street, Suite 900 Charlotte, North Carolina 28209 (980) 299-5700 ALBEMARLE WODGINA PTY LTD (ACN 630 509 303) Level 3, 25 National Circuit Forrest, ACT 2603, Australia +61 2 6225 3000 Karen G. Narwold Executive Vice President, Chief Administrative Officer, Corporate Secretary and General Counsel Albemarle Corporation June 23, 2020 VIA EDGAR Mr. Jason L. Drory U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Albemarle Corporation Albemarle Wodgina Pty Ltd Registration Statement on Form S-4 (File No. 333-239081) Dear Mr. Drory Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Albemarle Corporation and Albemarle Wodgina Pty Ltd (collectively, the “issuers”) respectfully request that the effective date of the issuers’ Registration Statement on Form S-4 (File No. 333-239081) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 1:00 p.m. Eastern Standard Time on June 25, 2020 or as soon as practicable thereafter. We request that we be notified of such effectiveness by a telephone call to Lisa Jacobs of Shearman & Sterling LLP at (212) 848-7678. [Signature Page Follows] Very truly yours, ALBEMARLE CORPORATION ALBEMARLE WODGINA PTY LTD By: /s/ Karen G. Narwold Name: Karen G. Narwold Title: Executive Vice President, Chief Administrative Officer, Corporate Secretary and General Counsel [Signature Page to Acceleration Request]
2020-06-18 - UPLOAD - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
United States securities and exchange commission logo
June 18, 2020
Karen G. Narwold
EVP, Chief Administrative Officer and General Counsel
Albemarle Corporation
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
Re:Albemarle Corporation
Registration Statement on Form S-4
Filed June 10, 2020
File No. 333-239081
Dear Ms. Narwold:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Lisa Jacobs
2020-06-17 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
ALE Group Holding Limited
Unit 1005, 10/F, Tower A, New Mandarin
Plaza,
14 Science Museum Road, Tsim Sha Tsui,
Hong Kong
June 17, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade and Services
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Cara Wirth, Lilyanna Peyser
Re:
ALE Group Holding Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted June 8, 2020
CIK No. 0001806905
Dear Ms. Wirth and Ms. Peyser:
ALE Group Holding Limited
(the “Company”, “ALE,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated June 15, 2020 regarding our Amendment No. 2 to Draft Registration Statement
on Form F-1 submitted on June 8, 2020. For ease of reference, we have repeated the Commission’s comments in this response
and numbered them accordingly. An amended Registration Statement on Form F-1 filed publicly accompanying this Response Letter is
referred to as Form F-1.
Amendment No. 2 to Draft Registration
Statement on Form F-1 Submitted June 8, 2020
Related Party Transactions, Material
Transactions with Related Parties, page 76
1.
We note your response to our prior comment 1 in our letter dated May 20, 2020. Please amend your disclosure to describe the nature and extent to the Memorandum of Understanding with Forbes China.
Response: The Company
acknowledges the Staff’s comment and has included revised disclosure on page 76 of Form F-1.
1
We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very truly yours,
/s/ Poon Tak Ching Anthony
Poon Tak Ching Anthony
CEO
cc:
Joan Wu
Hunter Taubman Fischer & Li LLC
2
2020-06-15 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
United States securities and exchange commission logo
June 12, 2020
Michael D. Kandris
Co-President and Co-Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-3
Filed June 4, 2020
File No. 333-238939
Dear Mr. Kandris:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3
Exhibits
1.We note that your forum selection provision identifies the Court of Chancery as the
exclusive forum for certain litigation, including any "derivative action." Please revise
your prospectus to clearly describe this provision and to describe any risks or other
impacts on investors. Risks may include, but are not limited to, increased costs to bring a
claim and that these provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable. Also disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
FirstName LastNameMichael D. Kandris
Comapany NamePacific Ethanol, Inc.
June 12, 2020 Page 2
FirstName LastName
Michael D. Kandris
Pacific Ethanol, Inc.
June 12, 2020
Page 2
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder. If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing document states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Larry A. Cerutti, Esq.
2020-06-15 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
June 15, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted June 8, 2020
CIK No. 0001806905
Dear Mr. Poon:
We have reviewed your amended draft registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
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 our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted June 8, 2020
Related Party Transactions, Material Transactions with Related Parties, page 76
1.We note your response to our prior comment 1 in our letter dated May 20, 2020. Please
amend your disclosure to describe the nature and extent of the Memorandum of
Understanding with Forbes China.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
June 15, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
June 15, 2020
Page 2
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-06-10 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP 1 filename1.htm CORRESP ALBEMARLE CORPORATION 4250 Congress Street, Suite 900 Charlotte, North Carolina 28209 (980) 299-5700 ALBEMARLE WODGINA PTY LTD (ACN 630 509 303) Level 3, 25 National Circuit Forrest, ACT 2603, Australia +61 2 6225 3000 Karen G. Narwold Executive Vice President, Chief Administrative Officer, Corporate Secretary and General Counsel Albemarle Corporation June 10, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Albemarle Corporation Albemarle Wodgina Pty Ltd Registration Statement on Form S-4 Filed with the Securities and Exchange Commission on the Date Hereof Ladies and Gentlemen: Albemarle Corporation, a Virginia corporation (“Albemarle”), and Albemarle Wodgina Pty Ltd, a proprietary limited company incorporated under the laws of Australia and a wholly owned subsidiary of Albemarle (“Wodgina” and together with Albemarle, the “issuers”), filed a registration statement on Form S-4 on June 10, 2020 (the “Registration Statement”), with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of $200,000,000 aggregate principal amount of Albemarle’s Floating Rate Notes due 2022 (the “2022 Exchange Notes”) and $300,000,000 of Wodgina’s 3.450% Senior Notes due 2029 (the “2029 Exchange Notes” and, together with the 2022 Exchange Notes, the “Exchange Notes”), in connection with the offers by Albemarle to exchange its 2022 Exchange Notes and by Wodgina to exchange its 2029 Exchange Notes (the “Exchange Offers”) for all outstanding unregistered Floating Rate Notes due 2022 (the “2022 Restricted Notes”) and all outstanding unregistered 3.450% Senior Notes due 2029 (the “2029 Restricted Notes” and, together with the 2022 Restricted Notes, the “Restricted Notes”), respectively. The 2029 Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Albemarle. The associated filing fee for the Registration Statement in the amount of $64,900.00 is on deposit with the Securities and Exchange Commission. The issuers make the following representations in connection with the Registration Statement: 1. The issuers are registering the Exchange Offers in accordance with interpretations by the staff of the Securities and Exchange Commission (the “Commission”) enunciated in interpretive letters such as those addressed to Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993) and Brown & Wood LLP (available February 7, 1997). 2. Albemarle, with respect to the 2022 Exchange Notes, and Wodgina, with respect to the 2029 Exchange Notes, and their respective affiliates have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers and to the best of Albemarle and Wodgina’s information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business, and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes to be received in the Exchange Offers. Each tendering holder will be required to represent the foregoing in the letter of transmittal constituting part of the Exchange Offers (the “Letter of Transmittal”) (see paragraph 5 below). 3. Albemarle, with respect to the 2022 Exchange Notes, and Wodgina, with respect to the 2029 Exchange Notes, will make each person participating in the Exchange Offers aware, through the prospectus included in the Registration Statement (the “Prospectus”), that any person who uses the Exchange Offers to participate in a distribution of the Exchange Notes (1) cannot rely on the position of the Commission staff enunciated in the Exxon Capital Letter or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. See “The Exchange Offers—Resale of Exchange Notes” in the Prospectus. Each of Albemarle and Wodgina acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act. 4. Albemarle, with respect to the 2022 Exchange Notes, and Wodgina, with respect to the 2029 Exchange Notes, will make each person participating in the Exchange Offers aware, through the Prospectus, that any broker-dealer who acquired Restricted Notes for its own account and as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for the Restricted Notes pursuant to the Exchange Offers, may be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus, as supplemented and amended from time to time, in connection with any resale of the Exchange Notes. See “Plan of Distribution” in the Prospectus. 5. Albemarle and Wodgina will include in the Letter of Transmittal the following provisions (see pages 4 and 5 of Exhibit 99.1 to the Registration Statement): “The undersigned specifically represent(s) to Albemarle or Wodgina, as applicable, that: • it is not an affiliate of Albemarle or Wodgina within the meaning of Rule 405 of the Securities Act or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable; • it is not participating, and it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; • if it is a broker-dealer, it has not entered into any arrangement or understanding with Albemarle or Wodgina or any of their respective affiliates to distribute the Exchange Notes; • it is acquiring the Exchange Notes in the ordinary course of its business; and • it is not acting on behalf of any person or entity that could not truthfully make these representations. If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it acknowledges and represents that (i) such outstanding Restricted Notes were acquired by it as a result of market-making activities or other trading activities and (ii) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.” [Signature Page Follows] Very truly yours, Albemarle Corporation By: /s/ Karen G. Narwold Name: Karen G. Narwold Title: Executive Vice President, Chief Administrative Officer, Corporate Secretary and General Counsel Albemarle Wodgina Pty Ltd By: /s/ Karen G. Narwold Name: Karen G. Narwold Title: Director
2020-05-22 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP
1
filename1.htm
May 22, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ronald Alper
Re: Foley Trasimene Acquisition Corp.
Registration Statement on Form S-1
Filed May 8, 2020, as amended
File No. 333-238135
Dear Mr. Alper:
Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby
join in the request of Foley Trasimene Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 26, 2020, or as soon thereafter
as practicable.
Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that, as of the date hereof, approximately 1,000 copies of the Preliminary Prospectus
dated May 21, 2020 have been distributed to prospective underwriters and dealers, institutional investors, retail investors
and others.
The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC
as Representative of the Several Underwriters
By:
/s/ Frank J. McGee
Name:
Frank J. McGee
Title:
Managing Director
BOFA SECURITIES, INC.
as Representative of the Several Underwriters
By:
/s/ Michael Liloia
Name:
Michael Liloia
Title:
Director
[Signature Page to Underwriters’
Acceleration Request Letter]
2020-05-22 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP
1
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Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
May
22, 2020
VIA EMAIL & EDGAR
Ronald Alper
Staff Attorney
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561
Re:
Foley Trasimene Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-238135)
Dear Mr. Alper:
Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-238135) be accelerated by the Securities and Exchange Commission (the “Commission”)
to 4:00 PM. Washington D.C. time on May 26, 2020 or as soon as practicable thereafter.
The Company is aware of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.
The Company acknowledges that should the
Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the
Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.
We request that we be notified of such effectiveness
by a telephone call to Alexander Lynch of Weil, Gotshal & Manges LLP at (212) 310-8971 and that such effectiveness also be
confirmed in writing.
Very truly yours,
Foley Trasimene Acquisition Corp.
By:
/s/ Michael L. Gravelle
Name:
Michael L. Gravelle
Title:
General Counsel and Corporate Secretary
cc:
Weil, Gotshal & Manges LLP
Alexander D. Lynch, Esq.
Davis Polk & Wardwell LLP
Derek J. Dostal, Esq.
Deanna L. Kirkpatrick, Esq.
2020-05-20 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
United States securities and exchange commission logo
May 20, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 6, 2020
CIK No. 0001806905
Dear Mr. Poon:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted May 6, 2020
Prospectus Summary, page 1
1.We note that you have entered into a Memorandum of Understanding with Forbes China.
We also note your disclosure that Mr. Lee Sze Wai, CEO of Forbes China, will become a
director of the Company upon the closing of the offering. Please describe the
consideration you gave to including this information pursuant to Item 4(a) of Form F-1
and corresponding Part I, Item 7(B) of Form 20-F.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
May 20, 2020 Page 2
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
May 20, 2020
Page 2
2.We note your response to prior comment 1 in our letter dated April 13, 2020, that Forbes
China does not agree to publicly disclose the full text of the Memorandum of
Understanding. Regardless of Forbes China's position regarding the disclosure of the
agreement, please confirm, if true, that the memorandum of understanding is not a
material contract to your business that is required to be filed as an exhibit pursuant to Item
8 of Form F-1 and Item 601(b)(10) of Regulation S-K and discussed in your prospectus
pursuant to Item 4 of Form F-1.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affects Results of Operations, page 36
3.We note your disclosure regarding the impacts of COVID-19 in the Management's
Discussion and Analysis section on page 36, which appears to be identical to the
disclosure contained in the Risk Factors section on page 13. Please expand your disclosure
in the Management's Discussion and Analysis section to further describe, and quantify to
the extent possible, any known trends and uncertainties that have had, or that you
reasonably expect will have, a material impact on your business, revenue or results of
operations. Refer to Item 303(a) of Regulation S-K, Release No. 33-8350 and CF
Disclosure Guidance: Topic No. 9.
Results of Operations, page 40
4.We note your responses to prior comments 4 and 11 in our letter dated April 13, 2020.
We also note the removal of your disclosure in the Management's Discussion and
Analysis section that previously stated revenue decreased primarily due to fee adjustments
for accounting and financial reporting services during the year ended March 31,
2019. Please tell us if you reduced the amount owed by any of your clients and if so,
quantify the amount of the reduction in your results of operations discussion.
Additionally, please tell us how you accounted for such adjustments, including your
consideration of ASC 606-10-32-7 in determining transaction price.
Exhibit Index, page II-5
5.We note that you entered into employment agreements with each of your CEO and CFO
on March 16, 2020. Please file each agreement as a separate exhibit. Please refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
May 20, 2020 Page 3
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
May 20, 2020
Page 3
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu
2020-05-18 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP
1
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767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
May 18, 2020
VIA EDGAR TRANSMISSION
Mr. Ronald Alper
Office of Real Estate & Construction
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549-3561
Re: Foley Trasimene Acquisition Corp.
Registration Statement on Form S-1
Filed May 8, 2020
File No. 333-238135
Dear Mr. Alper:
On behalf of our client, Foley Trasimene
Acquisition Corp., a Delaware corporation (the “Company”), set forth below is the Company’s response to the comment
of the Staff communicated in its letter addressed to the Company, dated May 15, 2020. In connection with such response, we will
be filing, electronically via EDGAR, Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1
of the Company (File No. 333-238135). If requested, we will send to the Staff courtesy copies of Amendment No. 1, including copies
marked to show the changes effected by Amendment No. 1.
For ease of reference, the Staff’s
comment is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all
references to page numbers in such responses are to page numbers in Amendment No. 1. Capitalized terms used in this letter but
not otherwise defined herein shall have the meaning ascribed to such term in the Amendment No. 1.
Mr. Alper
Securities and Exchange Commission
May 18, 2020
Page 2
Form S-1 filed May 8, 2020
General
1. We note revised disclosure on pages 16 and 132 regarding forward purchase agreements with Cannae and THL. Please revise to
clarify the material terms of the $300 million of commitments. Advise us of the purpose of the commitments, including whether it
is expected that a business combination will be entered into with a company owned by or affiliated with Cannae or THL. We also
note the disclosure on page 132 that affiliates of Cannae and THL will have ownership interests in Trasimene Capital FT, LP, and
that they will indirectly own shares held by Trasimene. Please revise the beneficial ownership and related party transaction disclosure
to clarify the anticipated holdings of Cannae and THL, as well as their relationships with you through "a portion of the founder
shares and private placement warrants" or otherwise.
The Company has
revised the disclosure on pages 16 and 133, to reflect the material terms of the $300 million
of forward purchase commitments by Cannae Holdings and THL.
The Company also
supplementally advises the Staff that the purpose of the forward purchase commitments is to provide additional capital to fund
the initial business combination or to provide additional working capital after the initial business combination. The Company further
advises the Staff that it does not expect to enter into a business combination with a company owned by or affiliated with Cannae
Holdings or THL.
In addition, the
Company has revised the disclosure throughout Amendment No. 1, including pages 131 and 134, to provide additional information regarding
the limited partnership interest that Cannae Holdings, LLC, an affiliate of Cannae Holdings, and THL FTAC, LLC, an affiliate of
Thomas H. Lee Partners, L.P. has in Trasimene Capital FT, LP. The Company also supplementally advises the Staff as follows:
· Cannae Holdings, Inc., through Cannae Holdings, LLC is expected to have an approximate 29%
limited partnership interest in Trasimene Capital FT, LP.
· THL, through THL FTAC, LLC, is expected to have an approximate 29% limited partnership interest
in Trasimene Capital FT, LP.
· As a result of each entity’s limited partnership investment, Cannae Holdings and
THL are each expected to have an indirect economic interest in 20% of the aggregate founder shares and private placement
warrants held by our sponsors after this offering, but each of Cannae Holdings and THL will not have any voting or dispositive power
over such securities.
Mr. Alper
Securities and Exchange Commission
May 18, 2020
Page 3
Should any questions arise in connection
with the filing or this response letter, please contact the undersigned at (212) 310-8971.
Sincerely yours,
/s/ Alexander D. Lynch
Alexander D. Lynch
Weil, Gotshal & Manges LLP
cc: Michael L. Gravelle
General Counsel and Corporate Secretary
Foley Trasimene Acquisition Corp.
2020-05-15 - UPLOAD - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
United States securities and exchange commission logo
May 15, 2020
Michael L. Gravelle
General Counsel and Corporate Secretary
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, Nevada 89134
Re:Foley Trasimene Acquisition Corp.
Registration Statement on Form S-1
Filed May 8, 2020
File No. 333-238135
Dear Mr. Gravelle:
We have reviewed your registration statement and have the following comment. In our
comment, 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 comment applies 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 this comment, we may have additional comments.
Form S-1 filed May 8, 2020
General
1.We note revised disclosure on pages 16 and 132 regarding forward purchase agreements
with Cannae and THL. Please revise to clarify the material terms of the $300 million of
commitments. Advise us of the purpose of the commitments, including whether it
is expected that a business combination will be entered into with a company owned by or
affiliated with Cannae or THL. We also note the disclosure on page 132 that affiliates of
Cannae and THL will have ownership interests in Trasimene Capital FT, LP, and that they
will indirectly own shares held by Trasimene. Please revise the beneficial ownership and
related party transaction disclosure to clarify the anticipated holdings of Cannae and THL,
as well as their relationships with you through "a portion of the founder shares and private
placement warrants" or otherwise.
FirstName LastNameMichael L. Gravelle
Comapany NameFoley Trasimene Acquisition Corp.
May 15, 2020 Page 2
FirstName LastName
Michael L. Gravelle
Foley Trasimene Acquisition Corp.
May 15, 2020
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Alexander D. Lynch
2020-04-24 - UPLOAD - ALLIENT INC (ALNT) (CIK 0000046129)
April 24, 2020
Michael R. Leach
Chief Financial Officer
Allied Motion Technologies Inc.
495 Commerce Drive
Amherst, NY 14228
Re:Allied Motion Technologies Inc.
Form 10-K for the fiscal year ended December 31, 2019
Filed March 11, 2020
File No. 0-04041
Dear Mr. Leach:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-04-20 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
April 20, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK 0001725332)
Registration Statement No. 333-237629 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
Safe-T Group Ltd. (the
“Registrant”) hereby withdraws its request submitted on April 17, 2020 for acceleration of the effectiveness
of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”) on April 21, 2020, at 5:00 p.m., Eastern Time.
Further, pursuant to Rule 461 of the Securities Act, the Registrant
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that it will become effective
on April 20, 2020, at 5:00 p.m. Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.
Very truly yours,
Safe-t group LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2020-04-20 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
April 19, 2020
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc
555 California St, #4925
San Francisco, CA 94104
Re:APPlife Digital Solutions Inc.
Registration Statement on Form S-1
Filed April 13, 2020
File No. 333-237652
Dear Mr. Reid:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Chase Chandler
2020-04-20 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis APPlife Digital Solutions, Inc. 555 California St. #4925 San Francisco, CA 94104 April 20, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services Attn: Michael Crispino, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions, Inc. Registration Statement on Form S-1 Filed April 13, 2020 File No. 333-237652 Ladies and Gentlemen: The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on April 22, 2020, at 5:30 p.m., Eastern Daylight Time, or as soon thereafter as is practicable. In connection with this request, the Registrant acknowledges that: should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Very truly yours, APPlife Digital Solutions, Inc. /s/ Matthew Reid Matthew Reid Chief Executive Officer
2020-04-20 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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April 20, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK: 0001725332)
Registration Statement No. 333-237629 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
A.G.P./Alliance Global Partners, as representative
of the underwriters, hereby withdraws its request submitted on April 17, 2020 for acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities Act of 1933, as amended
(the “Securities Act”) on April 21, 2020 at 5:00 p.m., Eastern Time.
Further, pursuant to Rule 461 of the Securities
Act, we hereby request acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 5:00 p.m. Eastern Time, April 20, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Securities Act,
please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution.
By:
A.G.P./ALLIANCE GLOBAL PARTNERS
By:
/s/ Thomas Higgins
Name: Thomas Higgins
Title: Managing Director, Investment Banking
2020-04-17 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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April 17, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK: 0001725332)
Registration Statement No. 333-237629 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), A.G.P./Alliance Global Partners, as representative of the underwriters, hereby requests acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 5.00 p.m. Eastern Time, April 21, 2020,
or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the proposed
form of preliminary prospectus as appears to be reasonable to secure adequate distribution.
By:
A.G.P./ALLIANCE GLOBAL PARTNERS
By:
/s/ Thomas Higgins
Name: Thomas Higgins
Title: Managing Director, Investment Banking
2020-04-17 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
April 17, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK 0001725332)
Registration Statement No. 333-237629 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
Safe-T Group Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on April 21, 2020, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.
Very truly yours,
Safe-t group LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2020-04-17 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
April 17, 2020
Howard N. Morof
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-38263
Dear Mr. Morof:
We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
2020-04-16 - CORRESP - ALLIENT INC (ALNT) (CIK 0000046129)
CORRESP
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April 16, 2020
Ms. Jenn Do
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Allied Motion Technologies Inc.
Form 10-K for the fiscal year ended December 31, 2019
Filed March 11, 2020
File No. 0-04041
Dear Ms. Do:
In connection with your review of the Allied
Motion Technologies Inc. (the “Company”) Form 10-K for the year ended December 31, 2019, we respectfully submit the
following response to the comment included in your letter dated April 9, 2020. The Staff’s comment is restated in bold with
our response to the comment following immediately thereafter.
Form 10-K for the fiscal year ended
December 31, 2019
Controls and Procedures, page 59
1. Please
amend your filing to disclose a statement as to whether internal control over financial
reporting was effective as of December 31, 2019. Refer to Item 308(a)(3) of Regulation
S-K for guidance.
Response: The Company intends to
revise the “Item 9A. Controls and Procedure” section of its Form 10-K for the fiscal year ended December 31, 2019 by
amending and replacing the language with the proposed language set forth on Exhibit A hereto in order to disclose management’s
conclusion that the Company’s internal control over financial reporting was effective as of December 31, 2019. The Company
intends to file Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2019 pursuant to Exchange Act Rule 12b-15.
Such amendment will (i) set forth the complete text of Item 9A as amended and (ii) be accompanied by new certifications by the
principal executive and principal financial officer of the Company under Exchange Act Rule 13a-14(a), updated as appropriate.
* * * * *
The Company acknowledges that it is responsible
for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Securities & Exchange Commission
April 16, 2020
Page 2 of 4
If you need additional information, please
contact me at (716) 242-8634.
Sincerely,
/s/ Michael R. Leach
Michael R. Leach
Chief Financial Officer
cc: Michael C. Donlon
Exhibit A
PROPOSED CHANGES TO FORM 10-K FOR THE PERIOD
ENDED DECEMBER 31, 2019
(additions underlined; deletions in strikethrough
text)
Item 9A. Controls and Procedures.
Conclusion regarding the effectiveness
of disclosure controls and procedures.
Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer (principal accounting officer), evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of December 31, 2019. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on management’s evaluation
of our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded
that, as of such date, our disclosure controls and procedures were effective.
Management's report on internal control
over financial reporting.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal
Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December
31, 2019.
Deloitte & Touche LLP, an independent
registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K
and, as part of their audit, has issued a report, included herein under Item 8, on the The effectiveness of our
internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in its attestation report which is included below.
Our system of internal control over financial
reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements
in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial
Reporting
During the quarter ended December 31, 2019,
there have been no changes in our internal control over financial reporting that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the stockholders and the Board of Directors
of Allied Motion Technologies Inc.
Opinion on Internal Control over Financial
Reporting
We have audited the internal control over
financial reporting of Allied Motion Technologies Inc. and subsidiaries (the “Company”) as of December 31, 2019, based
on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework
(2013) issued by COSO.
We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as
of and for the year ended December 31, 2019, of the Company and our report dated March 11, 2020 (not presented herein) expressed
an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s
adoption of a new accounting standard.
Basis for Opinion
The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal
Control over Financial Reporting
A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Williamsville, New York
March 11, 2020
2020-04-16 - UPLOAD - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
April 15, 2020
Shachar Daniel
Chief Executive Officer
Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
Re:Safe-T Group Ltd.
Registration Statement on Form F-1
Filed April 10, 2020
File No. 333-237629
Dear Mr. Daniel:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Oded Har-Even, Esq.
2020-04-15 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP 1 filename1.htm CORRESP Altair Engineering Inc. 1820 E Big Beaver Road Troy, Michigan 48083 April 15, 2020 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Knapp Christine Dietz Re: Altair Engineering Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 2, 2020 File No. 001-38263 Dear Ladies and Gentlemen: This letter is submitted by Altair Engineering Inc. (the “Company”) in connection with the Staff’s comment letter dated March 26, 2020. We appreciate the Staff’s taking the time to discuss certain of the comments with us on April 7, 2020 and the Staff’s agreement to extend the date on which a response was due until April 23, 2020. The Staff’s comments have been retyped below in italics, and are followed by our responses: Form 10-K for the year ended December 31, 2019 Selected Financial Data Key Metrics, page 41 1. SEC Comment: We note your adjustment for “acquisition related deferred revenue” included in the non-GAAP measure “Modified Adjusted EBITDA” as well as in various non-GAAP measures in your Form 8-K furnished on February 27, 2020. Considering your deferred revenue was adjusted to fair value at the time of acquisition pursuant to GAAP, please tell us how you considered whether these non-GAAP measures that include this adjustment are substituting an individually tailored recognition and measurement method for a GAAP measure. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G. Company Response: The Company respectfully acknowledges the Staff’s comment. The Company made an adjustment to non-GAAP revenue and Adjusted EBITDA for acquisition related deferred revenue due to the acquisition of Datawatch Corporation, given the substantially greater size of the acquisition compared to other recent business acquisitions by Altair. In the past, the Company has not disclosed comparable adjustments April 15, 2020 Page 2 for such items, as it did not consider those adjustments material in light of the smaller relative size of those acquisitions. When the Company made the adjustment in connection with the Datawatch acquisition, the Company did not consider the adjustment for acquisition related deferred revenue to be a substitution of an individually tailored recognition for a GAAP measure. We are aware that other registrants within the technology industry use a similar non-GAAP measure; however, we will remove adjustments for acquisition related deferred revenue in future filings. Management’s Discussion and Analysis of Financial Condition and Results of Operations Foreign currency fluctuations, page 46 2. SEC Comment: Revise to disclose the net effects of currency fluctuations on GAAP Net Income. Refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. Company Response: The Company respectfully acknowledges the Staff’s comment and will include disclosure of the net effects of currency fluctuations on GAAP Net Income within its MD&A in future filings. Non-GAAP financial measures, page 56 3. SEC Comment: We note your discussion of Adjusted EBITDA and Modified Adjusted EBITDA without a corresponding discussion of GAAP Net income (loss). Please revise to include a discussion of GAAP Net income (loss) for each period presented. Refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. Company Response: The Company respectfully acknowledges the Staff’s comment and will include a discussion of GAAP Net Income (loss) within its MD&A in future filings. Consolidated Financial Statements Note 3. Revenue from contracts with customers, page 86 4. SEC Comment: Revise to disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of the end of the reporting period as well as an explanation of when you expect to recognize such revenue. Refer to ASC 606-10-50-13. Company Response: The Company respectfully acknowledges the Staff’s comment and proposes to include in its future filings the following disclosure (reflected below for the Company’s next Form 10-Q filing) in Note 3, Revenue from contracts with customers. In considering this disclosure, please note that as of December 31, 2019, a large majority of the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied was included within deferred revenue which was disclosed in Note 3 of the December 31, 2019 Form 10-K. -2- April 15, 2020 Page 3 Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue not yet recognized was $xxx as of March 31, 2020, of which we expect to recognize approximately xx% of the revenue over the next 12 months and the remainder thereafter. 5. SEC Comment: We note your disclosure on page 87 that when estimating standalone selling price you “consider all information that is reasonably available.” Please tell us and revise to further explain the specific methods, inputs, estimates and assumptions used in determining the standalone selling price. Refer to ASC 606-10-50-20. Company Response: The Company respectfully acknowledges the Staff’s comment. The Company recognizes a large majority of its revenue, including software and maintenance, using standalone selling prices determined based on a range of historical observable prices for goods and services sold separately (historical transactions). Certain software contracts include training and consulting services, where the Company uses other observable inputs such as peer data, industry data and price lists to estimate standalone selling price. The Company proposes to include in its future filings the following disclosure in Note 3, Revenue from contracts with customers, Significant Judgments: In instances where standalone selling price was not determined based on the range of historical observable prices for goods and services sold separately, the Company used an adjusted market assessment approach to estimate the standalone selling price. In such cases the Company has considered market conditions and other observable inputs, such as internal price lists, peer data, and industry data for a similar or identical product. **** All disclosure changes in response to the staff’s comments will be addressed in future fillings made pursuant to the Securities Act of 1933 and/or the Securities Exchange Act of 1934. We believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding the foregoing, please feel free to contact the undersigned at 248-614-2400, ext. 246, or our counsel, Peter Ehrenberg of Lowenstein Sandler, LLP, at 212-204-8697. -3- April 15, 2020 Page 4 Very truly yours ALTAIR ENGINEERING INC. By: /s/ Howard Morof Name: Howard Morof Title: Chief Financial Officer -4-
2020-04-13 - UPLOAD - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
April 13, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re:ALE Group Holding Ltd
Draft Registration Statement on Form F-1
Submitted March 17, 2020
CIK 0001806905
Dear Mr. Poon:
We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted March 17, 2020
Prospectus Summary, page 1
1.Please tell us what consideration you gave to summarizing the material terms of the
memorandum of understanding with Forbes China in your prospectus and filing it as an
exhibit.
2.We note that you believe one of your competitive advantages is that you have long term
cooperation relationships with third party professional providers. Please describe the
nature of these cooperation relationships, and the basis for your belief that this reflects
both on your credibility and commitment towards providing quality services to your
clients.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
April 13, 2020 Page 2
FirstName LastNameAnthony Poon
ALE Group Holding Ltd
April 13, 2020
Page 2
Risk Factors, page 8
3.Please provide risk factor disclosure about your principal shareholders’ significant control
over the company, and state whether they will continue to control the company after this
offering. Discuss the types of corporate matters that your principal shareholders will have
the ability to control and clarify that minority shareholders will have little ability to
influence the direction of the company as a result of this voting control.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 38
4.We note that revenue decreased 19% due to fee adjustments for accounting and financial
reporting services and discontinued services, offset by an increase in taxation and
secretarial services during the year ended March 31, 2019. Please quantify all factors
contributing to changes in revenue pursuant to Part I, Item 5.B of Form 20-F and Section
III.D of SEC Release No. 33-6835.
5.We note per page 9 that you have experienced fluctuations in revenue and cost structure
from the types, complexity, number, size, timing and duration of client engagements; the
utilization of revenue-generating professionals; and billing rates and fee arrangements,
including the ability to successfully reach milestones, and expect that these fluctuations
will continue to occur in the future. Please provide a discussion of the extent to which
changes in revenue are attributable to changes in these items. Refer to Part I, Item 5.B of
Form 20-F.
Plan of Distribution, page 91
6.We note that investors in the offering will be required to complete a subscription
agreement. Please file the form of subscription agreement as an exhibit. Please refer to
Item 601(b)(10) of Regulation S-K.
Consolidated Statement of Operations, page F-4
7.We note that you present salaries and employee benefits as general and administrative
expenses in your consolidated statement of operations. It appears that these costs are
directly attributable to revenue and therefore are required to be included in costs and
expenses applicable to revenues (cost of services) pursuant to Rule 5-03.2(a) of
Regulation S-X. Please advise.
Statement of Consolidated Cash Flows , page F-6
8.We note that you have classified “Loan to a director” and “Repayments of loans from a
Director” as cash flows from financing activities. These cash flows should be classified as
cash flows from investing activities. Please see ASC 230-10-45-12a and 13a for further
guidance and revise accordingly.
FirstName LastNameAnthony Poon
Comapany NameALE Group Holding Ltd
April 13, 2020 Page 3
FirstName LastName
Anthony Poon
ALE Group Holding Ltd
April 13, 2020
Page 3
Note 6: Accrued expenses and other payables, page F-18
9.We note per page 61 that you request prepayment from the majority of clients that you
provide secretarial services and recognize these amounts as deferred revenue; however,
there is no deferred revenue recorded on the balance sheet for the periods presented.
Please advise.
Index to Consolidated Financial Statements
Note 8. Related party transactions and balances, page F-21
10.We note a loan receivable from your CFO, Mr. Raymond Wai Man Yip, in the amount of
$2,452,841 HKD as of September 30, 2019 that was wholly settled by March 2020.
Please disclose the manner of settlement pursuant to ASC 850-10-50-1(d).
Revenue Recognition, page F-29
11.We note in your revenue recognition policy under ASC 606 on page F-30 that you have
no variable consideration. We also note per your discussion in MD&A that revenue
decreased primarily for fee adjustments. Please tell us the nature of these adjustments
and your consideration of ASC 606-10-32-7 in determining transaction price.
You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-3307
if you have questions regarding comments on the financial statements and related
matters. Please contact Jacqueline Kaufman at 202-551-3797 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-04-09 - CORRESP - Altair Engineering Inc. (ALTR) (CIK 0001701732)
CORRESP 1 filename1.htm CORRESP April 8, 2020 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Knapp Christine Dietz Re: Altair Engineering Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 2, 2020 File No. 001-38263 Dear Ladies and Gentlemen: This letter is submitted by Altair Engineering Inc. (the “Company”) in connection with the Staff’s comment letter dated March 26, 2020. On April 7, 2020, representatives of the Company spoke with the Staff and requested an extension of the date on which a response would be required. We appreciate the Staff’s agreeing that the Company’s response will not be due until April 23, 2020, two weeks after the initial due date. Thank you for your cooperation. Very truly yours ALTAIR ENGINEERING INC. By: /s/ Howard Morof Name: Howard Morof Title: Chief Financial Officer cc: Brian Gayle Peter H. Ehrenberg
2020-04-09 - UPLOAD - ALLIENT INC (ALNT) (CIK 0000046129)
April 9, 2020
Michael R. Leach
Chief Financial Officer
Allied Motion Technologies Inc.
495 Commerce Drive
Amherst, NY 14228
Re:Allied Motion Technologies Inc.
Form 10-K for the fiscal year ended December 31, 2019
Filed March 11, 2020
File No. 0-04041
Dear Mr. Leach:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2019
Controls and Procedures, page 59
1.Please amend your filing to disclose a statement as to whether internal control over
financial reporting was effective as of December 31, 2019. Refer to Item 308(a)(3) of
Regulation S-K for guidance.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Jenn Do at (202) 551-3743 or Tracey McKoy at (202) 551-3772 with
any questions.
FirstName LastNameMichael R. Leach
Comapany NameAllied Motion Technologies Inc.
April 9, 2020 Page 2
FirstName LastName
Michael R. Leach
Allied Motion Technologies Inc.
April 9, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2020-04-01 - CORRESP - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
CORRESP
1
filename1.htm
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
April 1, 2020
VIA EDGAR
Jacqueline Kaufman
Office of Trade & Services
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed March 25, 2020
File No. 333-237387
Dear Ms. Kaufman:
Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m. Washington D.C. time on April 3, 2020, or as soon thereafter as practicable.
Please call Daniel Nussen
of Winston & Strawn LLP at (213) 615-1972 to provide notice of the effectiveness of the Registration Statement.
[Signature Page Follows]
Very truly yours,
ALTA EQUIPMENT GROUP INC.
By:
/s/ Ryan Greenawalt
Name: Ryan Greenawalt
Title: Chief Executive Officer
cc: Daniel Nussen, Winston & Strawn LLP
2020-04-01 - UPLOAD - ALTA EQUIPMENT GROUP INC. (ALTG, ALTG-PA) (CIK 0001759824)
April 1, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed March 25, 2020
File No. 333-237387
Dear Mr. Greenawalt:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-03-26 - UPLOAD - Altair Engineering Inc. (ALTR) (CIK 0001701732)
March 26, 2020
Howard N. Morof
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re:Altair Engineering Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-38263
Dear Mr. Morof:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Selected Financial Data
Key Metrics, page 41
1.We note your adjustment for “acquisition related deferred revenue” included in the non-
GAAP measure “Modified Adjusted EBITDA" as well as in various non-GAAP measures
in your Form 8-K furnished on February 27, 2020. Considering your deferred revenue
was adjusted to fair value at the time of acquisition pursuant to GAAP, please tell us how
you considered whether these non-GAAP measures that include this adjustment are
substituting an individually tailored recognition and measurement method for a GAAP
measure. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations and Rule 100(b) of Regulation G.
FirstName LastNameHoward N. Morof
Comapany NameAltair Engineering Inc.
March 26, 2020 Page 2
FirstName LastName
Howard N. Morof
Altair Engineering Inc.
March 26, 2020
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Foreign currency fluctuations, page 46
2.Revise to disclose the net effects of currency fluctuations on GAAP Net Income. Refer to
Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.
Non-GAAP financial measures , page 56
3.We note your discussion of Adjusted EBITDA and Modified Adjusted EBITDA without a
corresponding discussion of GAAP Net income (loss). Please revise to include a
discussion of GAAP Net income (loss) for each period presented. Refer to Question
102.10 of the Non-GAAP Compliance and Disclosure Interpretations.
Consolidated Financial Statements
Note 3. Revenue from contracts with customers , page 86
4.Revise to disclose the aggregate amount of the transaction price allocated to the
performance obligations that are unsatisfied as of the end of the reporting period as well as
an explanation of when you expect to recognize such revenue. Refer to ASC 606-10-50-
13.
5.We note your disclosure on page 87 that when estimating standalone selling price you
“consider all information that is reasonably available.” Please tell us and revise to further
explain the specific methods, inputs, estimates and assumptions used in determining the
standalone selling price. Refer to ASC 606-10-50-20.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 or Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2020-02-28 - UPLOAD - Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
February 28, 2020
Kent Wilson
Chief Executive Officer
Alpine 4 Technologies Ltd.
4742 North 24th Street, Suite 300
Phoenix, AZ 85016
Re:Alpine 4 Technologies Ltd.
Registration Statement on Form S-1 filed February 18, 2020
File No. 333-23474
Dear Mr. Wilson:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed February 18, 2020
General
1.We note your acquisitions of Excel Fabrication, LLC, Morris Sheet Metal Corp, and
American Precision Fabricators. Please tell us how you considered the guidance in Rules
8-04 and 8-05 of Regulation S-X in assessing whether audited financial statements of
these acquired businesses and the related pro forma financial statements reflecting these
acquisitions should be included in this filing pursuant to Item 11 and provide your
supporting calculations. Alternatively, revise the filing to include the required
information.
2.In a related matter, tell us how you have complied with the requirements of Items 2.01 and
9.01 of Form 8-K as they relate to your acquisitions of Excel Fabrication, LLC, Morris
Sheet Metal Corp, and American Precision Fabricators.
FirstName LastNameKent Wilson
Comapany NameAlpine 4 Technologies Ltd.
February 28, 2020 Page 2
FirstName LastName
Kent Wilson
Alpine 4 Technologies Ltd.
February 28, 2020
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram at (202) 551 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2020-02-24 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
filename1.htm
Safe-T Group Ltd.
8 Abba Eban Ave.
Herzliya, 4672526 Israel
February 24, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
Safe-T Group Ltd. (CIK: 0001725332)
Registration Statement No. 333-236030 on Form F-3 (the “Registration Statement”)
Ladies and Gentlemen:
Safe-T Group Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on February 26, 2020 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.
The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.
Very truly yours,
SAFE-T GROUP LTD.
By:
/s/ Shachar Daniel
Shachar Daniel
Chief Executive Officer
2020-02-03 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
CORRESP
1
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PACIFIC
ETHANOL, INC.
400
Capitol Mall, Suite 2060
Sacramento,
CA 95814
February
3, 2020
VIA
EDGAR CORRESPONDENCE
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
DC 20549
Attention:
Ada D. Sarmento, Staff Attorney
Re: Pacific
Ethanol, Inc.
Registration
Statement on Form S-1 (File No. 333-235990)
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the
“Company”) hereby requests acceleration of the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-235990) (the “Registration Statement”), so that it may be declared
effective at 4:00 p.m. Eastern time on February 5, 2020, or as soon as practicable thereafter.
The
Company hereby confirms that it is aware of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel,
Larry A. Cerutti of Troutman Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com.
The Company hereby authorizes Mr. Cerutti of Troutman Sanders LLP to orally modify or withdraw this request for acceleration.
Very truly yours,
PACIFIC ETHANOL, INC.
By:
/s/
CHRISTOPHER W. WRIGHT
Christopher
W. Wright
Vice
President, General Counsel & Secretary
2020-01-28 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
January 27, 2020
Neil M. Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-1
Filed January 21, 2020
File No. 333-235990
Dear Mr. Koehler:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Larry A. Cerutti, Esq.
2020-01-27 - CORRESP - Alector, Inc. (ALEC) (CIK 0001653087)
CORRESP 1 filename1.htm CORRESP Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 BofA Securities, Inc. One Bryant Park New York, New York 10036 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 January 27, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chris Edwards Re: Alector, Inc. Registration Statement on Form S-1 (File No. 333-236094) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Alector, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on January 29, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature page follows] Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BOFA SECURITIES, INC. COWEN AND COMPANY, LLC Acting severally on behalf of themselves and the several Underwriters MORGAN STANLEY & CO. LLC By: /s/ Kalli Dircks Name: Kalli Dircks Title: Executive Director GOLDMAN SACHS & CO. LLC By: /s/ Lyla Bibi Maduri Name: Lyla Bibi Maduri Title: Managing Director BOFA SECURITIES, INC. By: /s/ Charles W. Newton IV Name: Charles W. Newton IV Title: Managing Director COWEN AND COMPANY, LLC By: /s/ David Bohn Name: David Bohn Title: Managing Director [Signature Page to Acceleration Request]
2020-01-27 - CORRESP - Alector, Inc. (ALEC) (CIK 0001653087)
CORRESP 1 filename1.htm CORRESP January 27, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Chris Edwards Re: Alector, Inc. Registration Statement on Form S-1 (File No. 333-236094) Acceleration Request Requested Date: Wednesday, January 29, 2020 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alector, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-236094) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael E. Coke at (650) 565-3596 or Melissa S. Rick at (650) 849-3059. [Signature page follows] Sincerely, ALECTOR, INC. /s/ Arnon Rosenthal Arnon Rosenthal, Ph.D. Chief Executive Officer Enclosures cc (w/o enclosures): Stephanie Yonker, Ph.D., Alector, Inc. Kenneth A. Clark, Wilson Sonsini Goodrich & Rosati, P.C. Michael E. Coke, Wilson Sonsini Goodrich & Rosati, P.C. Melissa S. Rick, Wilson Sonsini Goodrich & Rosati, P.C. Alan F. Denenberg, Davis Polk & Wardwell LLP Stephen Salmon, Davis Polk & Wardwell LLP
2016-08-09 - UPLOAD - AIR LEASE CORP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 August 9 , 2016 Via E -mail Mr. Gregory B. Willis Chief Financial Officer Air Lease Corp 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corp Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 File No. 1-35121 Dear Mr. Willis : We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities la ws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely, /s/ W. John Cash W. John Cash Branch Chief Office of Manufacturing and Construction
2016-08-03 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm BEIJING BRUSSELS CENTURY CITY HONG KONG LONDON NEWPORT BEACH NEW YORK 400 South Hope Street Los Angeles, California 90071-2899 TELEPHONE (213) 430-6000 FACSIMILE (213) 430-6407 www.omm.com SAN FRANCISCO SEOUL SHANGHAI SILICON VALLEY SINGAPORE TOKYO WASHINGTON, D.C August 3, 2016 VIA EDGAR AND FEDERAL EXPRESS W. John Cash Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 Comment Letter Dated June 7, 2016 Response Letter Dated July 8, 2016 Comment Letter Dated July 29, 2016 File No. 1-35121 Dear Mr. Cash: On behalf of Air Lease Corporation, a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated July 29, 2016 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”). For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Division of Corporation Finance Securities and Exchange Commission August 3, 2016 Form 10-K Business Aircraft Acquisition Strategy, page 7 1. We note your response to our prior comment number one. Based on the proposed disclosure enhancements you provided in your response, it appears you have determined how you intend to record maintenance right assets when a related lease ends. We note you will disclose “the amortization of the net maintenance right asset included in depreciation expense.” Please explain to us your full prospective accounting policy for maintenance right assets/liabilities that arise as a result of acquisition accounting under ASC 805, including your end-of-lease accounting for these assets and liabilities. Please be advised, it does not appear to us that it would be appropriate to combine maintenance rights with the value of your rental fleet and amortize them over the remaining useful life of your aircraft. Response: The Company’s contemplated accounting policy for maintenance right assets/liabilities which the Company intends to adopt with respect to its financial statements for its year ended December 31, 2016 and disclose in its Annual Report on Form 10-K for the year ended December 31, 2016 is as follows: MAINTENANCE RIGHTS The Company identifies, measures and accounts for maintenance right assets and liabilities associated with its acquisitions of aircraft with in-place leases. A maintenance right asset represents the fair value of the Company’s contractual right under a lease to receive an aircraft in an improved maintenance condition as compared to the maintenance condition on the acquisition date. A maintenance right liability represents the Company’s obligation to pay the lessee for the difference between the lease end contractual maintenance condition of the aircraft and the actual maintenance condition of the aircraft on the acquisition date. The Company’s aircraft are typically subject to triple-net leases pursuant to which the lessee is responsible for maintenance, which is accomplished through one of two types of provisions in its leases: (i) end of lease return conditions (“EOL Leases”) or (ii) periodic maintenance payments (“MR Leases”). EOL Leases Under EOL Leases, the lessee is obligated to comply with certain return conditions which require the lessee to perform lease end maintenance work or make cash compensation payments at the end of the lease to bring the aircraft into a specified maintenance condition. Division of Corporation Finance Securities and Exchange Commission August 3, 2016 Maintenance right assets in EOL Leases represent the difference in value between the contractual right to receive an aircraft in an improved maintenance condition as compared to the maintenance condition on the acquisition date. Maintenance right liabilities exist in EOL Leases if, on the acquisition date, the maintenance condition of the aircraft is greater than the contractual return condition in the lease and the Company is required to pay the lessee in cash for the improved maintenance condition. Maintenance right assets, net will be recorded as a component of flight equipment subject to operating leases on the Company’s balance sheet. When the Company has recorded maintenance right assets with respect to EOL Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry in the contractually specified maintenance condition without any cash payment to the Company by the lessee, the maintenance right asset is relieved and an aircraft improvement is recorded to the extent the improvement is substantiated and deemed to meet the Company’s capitalization policy; (ii) the lessee pays the Company cash compensation at lease expiry in excess of the value of the maintenance right asset, the maintenance right asset is relieved and any excess is recognized as end of lease income; or (iii) the lessee pays the Company cash compensation at lease expiry that is less than the value of the maintenance right asset, the cash is applied to the maintenance right asset and the balance of such asset is relieved and recorded as an aircraft improvement to the extent the improvement is substantiated and meets the Company’s capitalization policy. Any aircraft improvement will be depreciated over a period to the next scheduled maintenance event in accordance with the Company’s policy with respect to major maintenance and included in depreciation of flight equipment on the Company’s income statement. When the Company has recorded maintenance right liabilities with respect to EOL Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry in the contractually specified maintenance condition without any cash payment by the Company to the lessee, the maintenance right liability is relieved and end of lease income is recognized; (ii) the Company pays the lessee cash compensation at lease expiry of less than the value of the maintenance right liability, the maintenance right liability is relieved and any difference is recognized as end of lease income; or (iii) the Company pays the lessee cash compensation at lease expiry in excess of the value of the maintenance right liability, the maintenance right liability is relieved and the excess amount is recorded as an aircraft improvement. MR Leases Under MR Leases, the lessee is required to make periodic payments to the Company for maintenance based upon usage of the aircraft. When qualified major maintenance is performed during the lease term, the Company is required to reimburse the lessee for the costs associated with such maintenance. At the end of lease, the Company is entitled to retain any cash receipts in excess of the required reimbursements to the lessee. Maintenance right assets in MR Leases represent the right to receive an aircraft in an improved condition relative to the actual condition on the acquisition date. The aircraft is improved by the performance of qualified major maintenance paid for by the lessee who is reimbursed by the Company from the periodic maintenance payments that it receives. Maintenance right assets, net will be recorded as a component of flight equipment subject to operating leases on the Company’s balance sheet. Division of Corporation Finance Securities and Exchange Commission August 3, 2016 When the Company has recorded maintenance right assets with respect to MR Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry and no qualified major maintenance has been performed by the lessee since the acquisition date, the maintenance right asset is offset by the amount of the associated maintenance payment liability and any excess is recorded as end of lease income; or (ii) the Company has reimbursed the lessee for the performance of qualified major maintenance, the maintenance right asset is relieved and an aircraft improvement is recorded. There are no maintenance right liabilities for MR Leases. When flight equipment is sold, maintenance rights are released from the balance sheet as part of the disposition gain or loss. The Company respectfully advises the Staff that maintenance right assets/liabilities and the related depreciation of the ultimate aircraft improvements do not represent a material balance on its balance sheet or income statement, which would warrant a separate line item disclosure. However, the Company plans on disclosing the related maintenance right asset and liability activity in the footnotes to the financial statements. The Company will continue to monitor the relative significance of maintenance right asset and liability balances for individual line-item disclosures. 2. With regard to your accounting for maintenance right assets at the end of the lease term, please tell us, and disclose in future filings, your accounting policy for planned major maintenance. Response: The Company acknowledges the Staff’s comment and, in its Annual Report on Form 10-K for the year ended December 31, 2016 and future filings, the Company will include its accounting policy for planned major maintenance as follows: Major aircraft improvements and modifications incurred during an off-lease period are capitalized and depreciated over the remaining life of the flight equipment. In addition, costs paid by the Company for scheduled maintenance and overhauls are capitalized and depreciated over a period to the next scheduled maintenance or overhaul event. Miscellaneous repairs are expensed when incurred. Division of Corporation Finance Securities and Exchange Commission August 3, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, 2015, page 49 3. We note your response to our prior comment number two. Please revise the titles of Non-GAAP financial measures you present to more clearly convey what they represent, such as “adjusted net income before income taxes” and “adjusted diluted earnings per share before income taxes” or other similar titles. Response: The Company acknowledges the Staff’s comment and the Company will revise the titles of the Non-GAAP financial measures that it presents in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 and future filings to more clearly convey what such measures represent. Critical Accounting Policies Lease Revenue, page 88 4. We note your response to our prior comment number three. Please expand your accounting policy disclosures in future filings to provide the policy information discussed in your response. Response: The Company acknowledges the Staff’s comment and, in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 and future filings, the Company will expand its disclosure to provide the policy information discussed in the Company’s prior response to the Staff. We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter. Sincerely, /s/ John-Paul Motley John-Paul Motley of O’Melveny & Myers LLP cc: Gregory B. Willis, Air Lease Corporation Carol C. Forsyte, Air Lease Corporation
2016-07-29 - UPLOAD - AIR LEASE CORP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 July 29 , 2016 Via E -mail Mr. Gregory B. Willis Chief Financial Officer Air Lease Corp 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corp Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 Response Letter Dated July 8, 2016 File No. 1-35121 Dear Mr. Willis : We have reviewed your response 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 within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. 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 filing and the information you provid e in response to these comments, we may have additional comments. Business Aircraft Acquisition Strategy, page 7 1. We note your response t o our prior comment number one. Based on the proposed disclosure enhancements you provided in your response, it appears you have determined how you intend to record maintenance right assets when a related lease ends. We note you w ill disclose “the amortization of the net maintenance right asset included in depreciation expense .” Please explain to us your full prospective accounting policy for maintenance right assets/liabilities that arise as a result of acquisition accounting und er ASC 805, including your end -of-lease accounting for these assets and liabilities. Please Mr. Gregory B. Willis Air Lease Corp. July 29 , 2016 Page 2 be advised, it does not appear to us that it would be appropriate to combine maintenance rights with the value of your rental fleet and amortize them over the rem aining useful life of your aircraft. 2. With regard to your accounting for maintenance right assets at the end of the lease term, please tell us, and disclose in future filings, your accounting policy f or planned major mainten ance. Management’s Discus sion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, 2015, page 49 3. We note your response t o our prior comment number two. Please revise the titles of Non-GAAP financial measures you present to more clearly convey what they represent, such as “adjusted net income before income taxes” and “adjusted diluted earnings per share before income taxes” or other similar titles. Critical Accounting Policies Lease Revenue, page 54 4. We note your response to our prior comment number three. Please expand your accounting policy disclosures in future filings to provide the policy information discussed in your response. You may contact Staff Accountants, Kevin Stertzel at (202) 551 -3723 , or Anne McConnell, at (202) 551 -3709 if you have questions regarding comments on the financial statements and related ma tters. Please contact me at (202) 551 -3768 with any other questions. Sincerely, /s/ W. John Cash W. John Cash Branch Chief Office of Manufacturing and Construction
2016-07-08 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm BEIJING BRUSSELS CENTURY CITY HONG KONG LONDON NEWPORT BEACH NEW YORK 400 South Hope Street Los Angeles, California 90071-2899 TELEPHONE (213) 430-6000 FACSIMILE (213) 430-6407 www.omm.com SAN FRANCISCO SEOUL SHANGHAI SILICON VALLEY SINGAPORE TOKYO WASHINGTON, D.C July 8, 2016 VIA EDGAR AND FEDERAL EXPRESS W. John Cash Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 File No. 1-35121 Dear Mr. Cash: On behalf of Air Lease Corporation, a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated June 7, 2016 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”). For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Division of Corporation Finance Securities and Exchange Commission July 8, 2016 Form 10-K Business Aircraft Acquisition Strategy, page 7 1. We note your disclosure that you look to supplement your order pipeline with opportunistic purchases of aircraft in the secondary market. Please address the following: § Tell us and disclose the amount of used aircraft you acquired during each period presented. § Tell us whether any aircraft you acquired in the secondary market were on-lease at the time of acquisition and, if so, tell us and disclose the number of such aircraft. § To the extent you acquire used aircraft with leases in-place, tell us and disclose your accounting policy for acquired maintenance rights assets/liabilities, both at the date of acquisition and post-acquisition. Response: The Company acquires aircraft through three acquisition channels, which include (i) directly from Original Equipment Manufacturers (OEMs), (ii) from an airline through a sale-and-leaseback transaction, and (iii) from other owners of aircraft. Aircraft acquired through the first two channels are not subject to an existing lease and represent a vast majority of all of the Company’s aircraft purchases. Aircraft acquired from other owners of aircraft are typically subject to an existing lease. The table below summarizes the amount and quantity of used aircraft purchased during the periods presented. The table also identifies the amount and quantity of used aircraft purchased that were subject to an existing lease. ($ amounts in 000’s) 2015 2014 2013 Purchase amount of used aircraft acquired $ 178,036 $ - $ 209,214 Number of used aircraft acquired 8 - 6 Purchase amount of used aircraft acquired subject to an existing lease $ - $ - $ 151,826 Number of used aircraft acquired subject to an existing lease - - 3 Purchase amount of new aircraft $ 2,827,745 $ 2,240,037 $ 1,481,508 Number of new aircraft acquired 43 36 34 Total aircraft purchases $ 3,005,781 $ 2,240,037 $ 1,690,722 Net book value of flight equipment subject to operating lease $ 10,813,475 $ 8,953,804 $ 7,613,135 Number of aircraft in fleet 240 213 193 2 Division of Corporation Finance Securities and Exchange Commission July 8, 2016 When the Company has purchased an aircraft with an in-place lease, the Company has not had an accounting policy that addresses acquired maintenance rights assets/liabilities. The Company understands that a maintenance right asset represents the fair value of the contractual right under the related lease agreement to receive an aircraft in an improved condition as compared to its condition as of the date of acquisition. A maintenance right liability represents a future obligation of the Company to make a payment to the lessee for the improved aircraft condition as of the date of acquisition as compared to the contractual right under the related lease agreement as of the date of acquisition. The Company has evaluated the impact of recording maintenance rights assets/liabilities on its portfolio of aircraft subject to operating lease. At December 31, 2015, had the Company separately recognized maintenance right assets/liabilities, the Company believes the maintenance right asset would have been immaterial (less than 1% of consolidated assets). In addition, the Company believes the cumulative pre-tax adjustment to depreciation expense through December 31, 2015 would have been immaterial (less than 0.5% of the Company’s 2015 income before taxes). Furthermore, the Company anticipates that the cumulative pre-tax adjustment would remain immaterial for the foreseeable future. In the Company’s 10-K for the year ending December 31, 2016, the Company will (i) separately disclose the amount and number of used aircraft purchased along with the amount and number of used aircraft purchased with existing leases, and (ii) adopt an accounting policy addressing maintenance rights assets/liabilities. This will allow the Company sufficient time to modify its accounting systems and control environment to properly track and account for maintenance rights assets/liabilities. Due to the relative insignificance of the related balances, the Company will separately disclose in the footnotes to the financial statements, (i) the net maintenance right asset included as a component of flight equipment on the balance sheet, and (ii) the amortization of the net maintenance right asset included in depreciation expense on the income statement. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, 2015, page 49 2. We note here and elsewhere in your exchange act filings, you present Non-GAAP financial measures that you identify as “Adjusted net income”, “Adjusted diluted earnings per share”, and “Adjusted net margin” that add-back income tax expense in their determinations. Please explain to us why you add-back income tax expense in your calculations of these Non-GAAP financial measures, including what information you are trying to convey to investors and why you believe these measures are useful. Response: As noted in the Company’s disclosure in its Form 10-K and other filings, the Company believes “Adjusted net income,” “Adjusted diluted earnings per share,” and “Adjusted margin” (collectively, the “Non-GAAP Measures”) provide alternative measures in evaluating the operating performance of the Company’s ongoing operations. Specifically, the Company adds back provision for income taxes in its calculation of the Non-GAAP Measures because the Company believes it provides a more meaningful analysis to investors of operating, market and industry trends by excluding the full impact of income tax expenses, which expense can change from period-to-period for reasons irrespective of operating, market or industry trends. Also, management uses the Non-GAAP Measures in its review of the Company’s financial performance and believes these measures are helpful for the same reasons, i.e. because removing the impact of income tax expenses allows management to better evaluate the operating performance of the Company and trends in the Company’s performance without the sometimes inconsistent timing of income tax expense relative to operating results. 3 Division of Corporation Finance Securities and Exchange Commission July 8, 2016 Further, the Company believes it is common for companies to present non-GAAP financial measures that add back income tax expense as performance measures, such as EBITDA and Adjusted EBITDA, for similar reasons that the Company adds back income tax expense to calculate its Non-GAAP Measures. The Company’s formulation of adjusted net income is substantially similar to the commonly accepted formulation of EBITDA, except the Company does not add back interest expense and depreciation of aircraft because it believes these expense items can reflect trends in the Company’s ongoing operating performance unique to an aircraft leasing company with significant debt obligations. As such, the Company believes that adding back income tax expense to calculate its Non-GAAP Measures provides investors with a meaningful view of the Company’s performance from ongoing operations. Critical Accounting Policies Lease Revenue, page 88 We note your accounting policy disclosure regarding the recognition of maintenance reserves revenue, whereby you recognize revenue when you determine that a “Qualifying Event” will occur outside the non-cancellable lease term. Please tell us how your accounting policy for maintenance reserves revenue recognition contemplates and addresses extensions to existing lease agreements with aircraft lessees. Response: The Company accounts for a change in the minimum non-cancellable lease term determined at the lease inception of a lease, as a new lease under ASC Topic 840. Lease extension options are typically not included in the originally determined minimum non-cancellable lease term, as it is not reasonably assured that the lessee will exercise the extension option. Accordingly, consideration provided to a lessee in connection with the origination of a new lease is accounted for as a lease incentive. As a matter of policy, the Company capitalizes and amortizes lease incentives over the minimum non-cancellable term of a new lease. In the scenario whereby a lease that contains maintenance reserve provisions is extended, the Company conducts an analysis to determine if any maintenance reserve payments have previously been recorded as maintenance revenue under the initial lease. The Company then considers the new lease term to determine if the Company is able to maintain its assertion of virtual certainty surrounding the ultimate reimbursement of the maintenance reserves collected under the initial lease, which have been recorded as revenue. Any maintenance reserves that no longer meet the virtual certainty criteria as a function of the new lease term are deemed to be consideration provided by the lessor to the lessee, and are accounted for as lease incentives, which are then capitalized and amortized over the new minimum non-cancellable lease term. 4 Division of Corporation Finance Securities and Exchange Commission July 8, 2016 During the period from 2013 through 2015, the Company recorded lease incentives on three leases amounting to $2.9 million relating to maintenance reserve balances on extended leases. The Company is currently amortizing this balance over the new minimum lease term. Attached as Exhibit A to this letter is a letter from the Company that contains certain acknowledgements by the Company in connection with this letter. We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter. Sincerely, /s/ John-Paul Motley John-Paul Motley of O’Melveny & Myers LLP cc: Gregory B. Willis, Air Lease Corporation Carol C. Forsyte, Air Lease Corporation 5 Exhibit A Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 June 8, 2016 VIA EDGAR AND FEDERAL EXPRESS W. John Cash Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Air Lease Corporation Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 File No. 1-35121 Dear Mr. Cash: This letter is submitted by Air Lease Corporation, a Delaware corporation (the “Company”), in connection with the letter submitted today on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter delivered on June 7, 2016, regarding the above referenced Form 10-K. In connection therewith, the Company hereby acknowledges that: § the Company is responsible for the adequacy and accuracy of the disclosure in the filing; § Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and § the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact me at 310-553-0555 or gwillis@airleasecorp.com with any questions or comments. Sincerely, /s/ Gregory B. Willis Gregory B. Willis Chief Financial Officer Air Lease Corporation
2016-06-10 - UPLOAD - AIR LEASE CORP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 -XQH 7, 2016 Via E-mail Mr. Gregory B. Willis Chief Financial Officer Air Lease Corp 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corp Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 File No. 1-35121 Dear Mr. Willis: We have reviewed your filing 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 within ten business days by amending your filing, by providing the requested information, or by advisi ng us when you will provide the requested response. 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 filing and the information you provide in response to these comments, we may have additional comments. Business Aircraft Acquisition Strategy, page 7 1. We note your disclosure that you look to supplement your order pipeline with opportunistic purchases of aircraft in the sec ondary market. Please address the following: xTell us and disclose the amount of used aircraft you acquired during each period presented. xTell us whether any aircraft you acquired in the secondary market were on-lease at the time of acquisition and, if so, tell us and disclose the number of such aircraft. Mr. Gregory B. Willis Air Lease Corp.-XQH 7, 2016 Page 2 xTo the extent you acquire used aircraft with leases in-place, tell us and disclose your accounting policy for acquired maintenance rights assets/liabilities, both at the date of acquisition and post-acquisition. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended December 31, 2015, page 49 2. We note here and elsewhere in your exchange act filings, you present Non-GAAP financial measures that you identify as “Adjusted net income” ,“Adjus ted diluted earnings per share”, and “Adjusted net margin” that add -back income tax expense in their determinations. Please explain to us why you add-back income tax expense in yourcalculations of these Non-GAAP financial meas ures, including what information you are trying to convey to investors and why you believe these measures are useful. Critical Accounting Policies Lease Revenue, page 54 3. We note your accounting policy disclosure regarding the recognition of maintenance reserves revenue, whereby you recognize revenue when you determine that a “Qualifying Event” will occur outside the non -cancellable lease term. Please tell us how your accounting policy for maintenance reserves revenue recognition contemplates and addresses extensions to existing lease agreements with aircraft lessees. Closing Comments We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: xthe company is responsible for the adequacy and accuracy of the disclosure in the filing; xstaff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Mr. Gregory B. Willis Air Lease Corp.-XQH 7, 2016 Page 3 xthe company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Staff Accountants, Kevi n Stertzel at (202) 551-3723, or Anne McConnell, at (202) 551-3709 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3768 with any other questions. Sincerely, /s/ W. John Cash W. John Cash Branch Chief Office of Manufacturing and Construction
2015-05-05 - UPLOAD - AIR LEASE CORP
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE May 5 , 2015 Via E -mail Mr. Gregory B. Willis Chief Financial Officer Air Lease Corp. 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corp. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 26, 2015 File No. 1-35121 Dear Mr. Willis : We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely, /s/ W. John Cash W. John Cash Branch Chief
2015-04-17 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm BEIJING BRUSSELS CENTURY CITY HONG KONG LONDON NEWPORT BEACH NEW YORK 400 South Hope Street Los Angeles, California 90071-2899 TELEPHONE (213) 430-6000 FACSIMILE (213) 430-6407 www.omm.com SAN FRANCISCO SEOUL SHANGHAI SILICON VALLEY SINGAPORE TOKYO WASHINGTON, D.C April 17, 2015 VIA EDGAR AND FEDERAL EXPRESS FOIA Confidential Treatment Request Confidential Treatment Request Pursuant to 17 C.F.R. § 200.83 and the Freedom of Information Act W. John Cash Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Air Lease Corp. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 26, 2015 File No. 1-35121 Dear Mr. Cash: On behalf of Air Lease Corp., a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated April 3, 2015 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”). For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. Form 10-K General 1. You indicate on page 80 of the 10-K that Alitalia contributed 11% of your rental flight equipment revenue in 2012. Alitalia offers on its website flights serving Sudan. You state, on page 4 of the 10-K, that you provide aircraft to airline customers in markets including Latin America and the Middle East, regions that include Cuba and Syria. Cuba, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, if any, since your letter to us dated March 11, 2011, whether through subsidiaries, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, information or technology you have provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control. Response: The Company respectfully advises the Staff that it has had no direct contact with Cuba, Sudan and Syria, the governments of Cuba, Sudan and Syria, or entities controlled by these governments regarding any commercial agreements, arrangements, services or products since the Company’s letter to the Staff dated March 11, 2011, nor does the Company anticipate having any such contact while current U.S. economic sanctions and export controls remain in place. As noted in the Company’s letter to the Staff dated March 11, 2011 and the Company’s response to comment 2 below, the Company’s form aircraft lease agreement prohibits the use or operation of aircraft in violation of any law applicable to the parties to the lease agreement. The agreement further prohibits the lessee from causing aircraft to be flown or transported to any country to which the export and/or use of the aircraft is not permitted under the laws applicable to the parties to the lease agreement including, the various regulations administered from time to time by the Office of Foreign Assets Control of the U.S. Treasury Department. Since March 11, 2011, the Company believes that indirect contacts with the referenced countries would be limited to operation by an airline of aircraft leased from the Company or its affiliates on routes to or from such countries in accordance with the lease, and the laws applicable to the parties to the lease agreement. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. 2. Please tell us whether your agreements with Alitalia and other customers, entered into since your March 2011 letter, prohibit the use of aircraft leased from you on routes serving Cuba, Sudan or Syria and, if not, whether to the best of your knowledge, understanding and belief your aircraft are used or will be used on such routes. Response: The Company’s form aircraft lease agreement prohibits the use or operation of aircraft in violation of any law applicable to the parties to the lease agreement. The agreement further prohibits the lessee from causing aircraft to be flown or transported to any airport or jurisdiction if so doing would violate any law applicable to the parties to the lease agreement. Four of the Company’s aircraft on lease to Alitalia-Societá Aerea Italiana S.P.A. (“Alitalia”), organized in Italy, were subject to already existing leases at the time they were acquired by the Company. The Alitalia leases contain provisions substantially similar to the provisions from the Company’s form aircraft lease agreement described above and require the lessee (i) to comply with all laws applicable to the parties to the lease, including all laws applicable to the Company, (ii) to ensure that the aircraft is not used for any illegal purpose and (iii) to not cause or permit the aircraft to proceed to, or remain at, any country to which the export and/or use of Airbus aircraft is not permitted under any sanction orders or legislation promulgated by any country having jurisdiction over the Company. The Company also has two aircraft on lease with WestJet and Air Canada, each organized in Canada. The Company’s lease with WestJet permits operations of the aircraft to and from Cuba for the purpose of temporary sojourn that is not otherwise prohibited by applicable law. The Company’s lease with Air Canada provides that the lessee cannot take any action that would cause the Company to violate any law then applicable provided that such action is not prohibited or sanctioned under the Foreign Extraterritorial Measures Act (Canada) or similar laws. Item 8. Financial Statements and Supplementary Data Note 12. Investments, page 88 3. Please tell us and revise future filings to disclose the amount of gains you recognized on the sale of aircraft to Blackbird or any related party and the amount due from Blackbird or any related party at each balance sheet date. Refer to ASC 850-10-50-1 and Rule 4-08(k) of Regulation S-X. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. Response: The Company respectfully submits that during the year ended December 31, 2014, we recognized $9.0 million of gains on the sale of aircraft to Blackbird. As of December 31, 2014, $0.43 million was due from Blackbird to the Company. The Company confirms that it will revise future filings to disclose the amount of gains recognized on the sale of aircraft to Blackbird or any related party and the amount due from Blackbird or any related party at each balance sheet date. 4. In regard to your investment in Blackbird, please provide the following additional information: · Provide your consideration as to whether Blackbird is a VIE and, if applicable, how you determined the primary beneficiary; · Explain how you determined you have significant influence; · Tell us the material terms of the aircraft sales agreements with Blackbird, including if the aircraft you sold were subject to lease. Also, to the extent the gains you recognized related to the aircraft you sold to Blackbird were disproportionate to the gains you recognized related to other aircraft sold, explain why; and · Tell us the material terms of the management services agreement with Blackbird. Response: The Company respectfully submits that it has evaluated its investment in Blackbird Capital I, LLC (“Blackbird”) and made the following determinations: The Company determined that Blackbird is a VIE as it meets the condition described in ASC 810-10-15-14(b)(1) that its equity at risk holders lack the power to direct the activities that most economically impact Blackbird. Specifically, the activities that most significantly impact the economic success of Blackbird include: · *** · *** · *** · *** *** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. · *** The activities stated above specifically pertain to the aircraft assets owned by wholly owned subsidiaries consolidated by Blackbird. The Board of Managers of Blackbird has full power and discretion to manage the day-to-day operations. The Board of Managers has delegated day-to-day management of Blackbird to the Company as servicer. However, the activities that most significantly impact the economic success of the entity (as outlined above) require approval of the Board of Managers. *** All the activities that most significantly impact the economic success of Blackbird, listed above, require approval of the Board of Managers. The Company determined that because the Company is not required to hold equity in order to remain as servicer, the decision making rights of the servicer do not arise through ownership of the equity investment but rather are afforded to the servicer through the servicing agreement. Additionally, the Company determined that the decision making rights of the Board of Managers provide the equity holders with substantive participating rights; however, because approval of the Board of Managers is necessary to effect any decisions, such participating rights are not held by a single equity holder. As such the Company determined that the condition in ASC 810-10-15-14(b)(1) is met as there is no single equity holder that has a unilateral ability to exercise substantive participating rights over the manager and therefore the equity holders lack the power through voting rights to direct the activities of Blackbird that most significantly impact Blackbird’s economic performance. In determining whether or not the Company is the primary beneficiary, the Company noted that while the day-to-day management of Blackbird is performed by the Company as servicer, the Board of Managers has ultimate decision making authority with respect to all of the activities that most significantly impact the economic success of Blackbird. Furthermore, *** Board of Managers, approval *** is required to effect any decisions. Although the Company is both the servicer and an equity holder, all decisions regarding the activities that most significantly impact the economic success of Blackbird require the approval of the Board of Managers. Therefore the Company determined that it is not the primary beneficiary of Blackbird. · The legal structure of Blackbird is more akin to a limited partnership and therefore is subject to the guidance in ASC 323-30-S99-1 which states that if an entity holds more than 3-5% partnership interest in a limited partnership, it is deemed to have significant influence over that partnership and is required to apply the equity method of accounting. Accordingly, as the Company holds 9.5% interest in Blackbird, acts as the servicer for the operations ***, the *** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. Company has significant influence and accounts for its investment in Blackbird using the equity method of accounting. · The Company respectfully submits that the terms of the aircraft sales agreements with Blackbird are substantially similar to sales agreements entered into with unrelated third parties and that the five aircraft sold to Blackbird during the year ended December 31, 2014 were all sold subject to lease. The Company evaluated the terms of the aircraft sales agreements with Blackbird noting the conditions of ASC 840-20-40 and 860-10-40-5 were met and the transactions were appropriately accounted for as sales. The Company evaluated the gains recognized related to the aircraft sold to Blackbird and determined that such gains were not disproportionate to the gains recognized related to other aircraft sold. This determination was made as the Company noted the sales price for the aircraft sold to Blackbird were agreed on by both parties, in line with third party appraisals and the gain amounts and percentages to be in line with aircraft sold to third parties. · The Company respectfully submits that under the management services agreement we will provide general day to day management of Blackbird ***. In exchange for these services the Company receives a market based servicer fee ***. The Company may earn an incentive fee ***. The servicer fee and incentive fee were evaluated based upon the scope of services provided and compared to selling, general and administrative expense levels of other aircraft leasing companies and fees paid by similar entities and concluded that our fees were within a range of fees observed in the market. Attached as Exhibit A to this letter is a letter from the Company that contains certain acknowledgements by the Company in connection with this letter. We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter. Sincerely, /s/ John-Paul Motley John-Paul Motley of O’Melveny & Myers LLP cc: Gregory B. Willis, Air Lease Corp. *** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Division of Corporation Finance Securities and Exchange Commission April 17, 2015 ALC CTR 001 CONFIDENTIAL TREATMENT REQUESTED BY AIR LEASE CORP. Exhibit A Air Lease Corp. 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 April 17, 2015 VIA EDGAR AND FEDERAL EXPRESS W. John Cash Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Air Lease Corp. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 26, 2015 File No. 1-35121 Dear Mr. Cash: This letter is submitted by Air Lease Corp., a Delaware corporation (the “Company”), in connection with the letter submitted today on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 3, 2015, regarding the above referenced Form 10-K. In connection therewith, the Company hereby acknowledges that: · the Company is responsible for the adequacy and accuracy of the disclosure in the filing; · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and · the Company may not a
2015-04-03 - UPLOAD - AIR LEASE CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
April 3 , 2015
Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp.
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Re: Air Lease Corp.
Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 1-35121
Dear Mr. Willis :
We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comm ents 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 filing and the information you provide in
response to these comments, we may have additi onal comments.
Form 10 -K for Fiscal Year Ended December 31, 2014
General
1. You indicate on page 80 of the 10 -K that Alitalia contributed 11% of your rental fl ight
equipment revenue in 2012. Alitalia offers on its website flights serving Sudan. You
state, on page 4 of the 10 -K, that you provide aircraft to airline customers in markets
including Latin America and the Middle East, regions that include Cuba and Syria.
Cuba, Sudan and Syria are designated by the Department of State as state sponsors of
terro rism, and are subject to U.S. economic sanctions and export controls. Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, if any, since your letter to us dated March 11, 2011, whether
Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 2
through subsidiaries, partners, customers, joint ventures or other d irect or indirect
arrangements. You should describe any services, information or technology you have
provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities they control.
2. Please tell us whether your agreements with Alitalia and other customers, entered into
since your March 2011 letter, prohibit the use of aircraf t leased from you on routes
serving Cuba, Sudan or Syria and, if not, whether to the best of your knowledge,
understanding and belief your aircraft are used or will be used on such routes.
Item 8. Financial Statements and Supplementary Data
Note 12. Inv estments, page 88
3. Please tell us and revise future filing s to disclose the amount of gains you recognized on
the sale of aircraft to Blackbird or any related party and the amount due from Blackbird
or any related party at each balance sheet date. Refer to ASC 850 -10-50-1 and Rule 4 -
08(k) of Regulation S -X.
4. In regard to your investment in Blackbird, please provide the following additional
information:
Provide your consideration as to whether Blackbird is a VIE and, if applicable,
how you determined the primary beneficiary;
Explain how you determined you have significant influence;
Tell us the material terms of the aircraft sales agreements with Blackbird,
including if the aircraft you sold were subject to lease. Also, to the extent the
gains you recogni zed related to the aircraft you sold to Blackbird were
disproportionate to the gains you recognized related to other a ircraft sold, explain
why; and
Tell us the material terms of the management services agreement with Blackbird.
Closing Comments
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange A ct rules require. Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.
Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 3
In responding to our comments, please provide a written statement from the co mpany
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Staff Accountants, Kevin Stertzel at (202) 551-3723 , or Anne
McConnell, at (202) 551 -3709 if you have questions regarding comments on the financial
statements and related matters. Please contact Daniel Leslie, Staff Attorney at (202) 551 -3876 ,
or me at (202) 551 -3768 with any other questions.
Sincerely,
/s/ W. John Cash
W. John Cash
Branch Chief
2013-06-13 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm June 13, 2013 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Pamela Long Ms. Era Anagnosti Re: Air Lease Corporation Registration Statement on Form S-4 (File No. 333-188716) Acceleration Request Requested Date: June 14, 2013 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Air Lease Corporation (the “Company”) hereby respectfully requests that the above-referenced registration statement on Form S-4, as amended (the “Registration Statement”), be declared effective on the “Requested Date” set forth above, or as soon thereafter as is practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Company hereby authorizes each of Judith T. Kitano and Katherine H. Ku of Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf. In connection with this acceleration request, the Company hereby acknowledges that: · should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; U.S. Securities and Exchange Commission June 13, 2013 Page 2 of 3 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the proposed public offering of the registered securities. We request that we be notified of the effectiveness of the Registration Statement by telephone call to Ms. Kitano at (213) 683-9252 or Ms. Ku at (213) 683-9243. Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560. * * * U.S. Securities and Exchange Commission June 13, 2013 Page 3 of 3 Please direct any questions or comments regarding this acceleration request to Ms. Kitano at (213) 683-9252 or Ms. Ku at (213) 683-9243. Very truly yours, AIR LEASE CORPORATION /s/ Gregory B. Willis By: Gregory B. Willis Title: Senior Vice President and Chief Financial Officer cc: Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Judith T. Kitano, Munger, Tolles & Olson LLP Katherine H. Ku, Munger, Tolles & Olson LLP
2013-06-13 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm MUNGER, TOLLES & OLSON LLP 355 SOUTH GRAND AVENUE THIRTY-FIFTH FLOOR LOS ANGELES, CALIFORNIA 90071-1560 June 13, 2013 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: Ms. Pamela Long Ms. Era Anagnosti Re: Air Lease Corporation Registration Statement on Form S-4 File No. 333-188716, initially filed on May 20, 2013 Amendment No. 1, filed on June 4, 2013 Amendment No. 2, filed on June 11, 2013 Ladies and Gentlemen: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) conveyed by telephone conference on June 12, 2013 relating to the above-referenced Amendment No. 2 (“Amendment No. 2”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 11, 2013. Amendment No. 2 amended the Registration Statement filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013, as amended by Amendment No. 1, filed on June 4, 2013. In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Defined terms used but not defined in this letter shall have the respective meanings ascribed to such terms in Amendment No. 2. MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 13, 2013 Page 2 1. In the event the exchange offer is extended, confirm that the Company will disclose in the notice of such extension updated information regarding the amount of cash or new notes the Company anticipates paying in respect of accrued and unpaid interest if the exchange offer expires on the new expiration date. RESPONSE TO COMMENT 1 The Company supplementally confirms to the Staff that, in the event the exchange offer is extended, the Company will disclose in the notice of such extension updated information regarding the amount of cash or the principal amount of new notes that the Company anticipates paying in respect of the Accrued Interest Adjustment Amount for $1,000 original face amount of old notes and $1,000 currently remaining principal amount of old notes validly tendered (and not properly withdrawn) and accepted for exchange, if the extended exchange offer expires on the new anticipated expiration date. Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter. Thank you for your assistance. Respectfully submitted, /s/ Katherine H. Ku Katherine H. Ku cc: Gregory B. Willis, Senior Vice President and Chief Financial Officer Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Judith T. Kitano, Munger, Tolles & Olson LLP
2013-06-11 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm MUNGER, TOLLES & OLSON LLP 355 SOUTH GRAND AVENUE THIRTY-FIFTH FLOOR LOS ANGELES, CALIFORNIA 90071 June 11, 2013 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: Ms. Pamela Long Ms. Era Anagnosti Re: Air Lease Corporation Registration Statement on Form S-4 File No. 333-188716, initially filed on May 20, 2013 Amendment No. 1, filed on June 4, 2013 Amendment No. 2, filed on June 11, 2013 Ladies and Gentlemen: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated June 6, 2013 relating to the above-referenced Amendment No. 1 (“Amendment No. 1”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 4, 2013. Amendment No. 1 amended the Registration Statement (the “Registration Statement”) filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013. The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are also providing four (4) blacklined copies, complete with exhibits, of Amendment No. 2, marked to show changes from Amendment No. 1 filed on June 4, 2013. In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response. Defined terms used but not defined in this letter shall have the meanings ascribed to such terms in Amendment No. 1. Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of Amendment No. 2. Prospectus Cover Page 1. We note your response to comment three in our letter dated May 29, 2013 related to the definition of “BXRAT.” Please include a summary of your response in an appropriate section of the filing. RESPONSE TO COMMENT 1 The Company has revised the disclosure on the prospectus cover page and on pages 6 and 34 to reflect the Staff’s comment. 2. Please revise to disclose the amount of cash or new notes anticipated to be paid as accrued and unpaid interest for each $1,000 original face amount of old notes that is tendered if the exchange offer expires, as expected, on June 20, 2013. RESPONSE TO COMMENT 2 The Company has revised the disclosure on the prospectus cover page and on pages 7 and 34 to reflect the Staff’s comment. 3. To the extent the offer period is extended, it appears as though the exchange offer consideration for the accrued and unpaid interest could change. Given the potential variability of consideration offered if the offer period is extended, please advise as to how the presentation of the exchange offer consideration complies with Rule 14e-1(b). RESPONSE TO COMMENT 3 The Company respectfully submits that the exchange offer consideration for any and all of its outstanding 7.375% Senior Unsecured Notes due January 30, 2019 (the “old notes”) is fixed in the form and amount disclosed in the Company’s preliminary prospectus included in Amendment No. 2 (the “Prospectus”). A holder of old notes who validly tenders (and does not properly withdraw) $1,000 currently remaining principal amount of old notes will receive, assuming the Company accepts such notes for exchange, $1,053.24 principal amount of its 5.625% Senior Notes due 2017 (the “new notes”). Expressed in terms of original face amount, a holder of old notes who validly tenders (and does not validly withdraw) $1,000 2 original face amount of old notes will receive, assuming the Company’s acceptance, $978.15 principal amount of new notes (the difference being due to scheduled principal prepayments on the old notes). The form and amount of the exchange consideration for the old notes were negotiated, and established by the terms and conditions of the Note Purchase Agreement (the “Original Purchase Agreement”), dated as of January 20, 2012, as amended by means of an Amendment to Note Purchase Agreement (the “NPA Amendment”), effective as of April 29, 2013 (collectively, the “Amended Note Purchase Agreement”). The terms and conditions of the Amended Note Purchase Agreement also establish a negotiated mechanism for settlement of the Accrued Interest Adjustment Amount, or the difference (which may be positive or negative) between accrued and unpaid interest on the old notes and accrued and unpaid interest that the new notes will carry with them at the time of settlement. The payment of accrued interest on the old notes is required by the terms of such securities. Offsetting the amount of accrued interest on new notes being issued avoids the overpayment of interest on such new notes that would occur if the Company issued such new notes with interest accrued from April 1, 2013 and did not offset such interest. The old notes and new notes have different interest payment dates and different coupons. For this reason, there are potential settlement dates where more interest will have accrued on new notes than is payable on old notes—in other words, when the Accrued Interest Adjustment Amount is negative. In that circumstance, recipients of new notes issued in the exchange offer will owe the Company the absolute value of the Accrued Interest Adjustment Amount. The holders of old notes party to the Amended Note Purchase Agreement negotiated the following mechanism for settlement of the Accrued Interest Adjustment Amount, as reflected in the terms and conditions of such agreement and as disclosed in Amendment No. 2 (the “Interest Mechanism”): · When the Accrued Interest Adjustment Amount is positive, the Company may at its option settle the Accrued Interest Adjustment Amount by paying cash or by issuing new notes in a principal amount determined by the Interest Formula (defined below) in respect thereof. · When the Accrued Interest Adjustment Amount is negative, the recipients of new notes will settle the Accrued Interest Adjustment Amount through reduction of the principal amount of new notes they otherwise would receive as exchange consideration for old notes tendered by them, by the principal amount of new notes determined by the Interest Formula. This mechanism avoids the need for such recipients to come out of pocket to pay the Company the absolute value of the Accrued Interest Adjustment Amount in cash. 3 The Interest Mechanism will remain fixed throughout the exchange offer. While application of the Interest Mechanism for settling the Accrued Interest Adjustment Amount may increase or decrease the principal amount of new notes finally issued to participants at the completion of the exchange offer, the Interest Mechanism is not, in substance, a change to the exchange consideration for the old notes. It is simply a mechanism to settle accrued and unpaid interest that otherwise would be paid by the Company or to the Company in cash. The negotiated terms of the Amended Note Purchase Agreement also established the formula, which is disclosed in Amendment No. 2 (the “Interest Formula”), for calculating the principal amount of new notes with which the Company or recipients of new notes may settle the Accrued Interest Adjustment Amount under the Interest Mechanism. The Interest Formula is an arithmetic formula for which the only extrinsic inputs are the amount of accrued and unpaid interest on $1,000 currently remaining principal amount of old notes and the amount of accrued and unpaid interest on $1,000 principal amount of new notes. The interest rates and interest payment dates for the old notes and new notes and the currently anticipated settlement date for the exchange offer needed to calculate such accrued interest amounts are disclosed in Amendment No. 2. No reference to the fluctuating trading price of a security is required to complete the calculation under the Interest Formula. While the principal amount of new notes yielded by the Interest Formula will change if the expiration date of the exchange offer (and, accordingly, the settlement date) changes, the Interest Formula itself is fixed and will not change. In sum, the Company believes that the Interest Formula and Interest Mechanism do not constitute modifications to the exchange consideration for old notes that could require extensions of the exchange offer under Rule 14e-1(b) under the Securities Exchange Act of 1934, as amended, and therefore do not require the particular methods of presentation developed to facilitate timely investment decisions in differently structured tender or exchange offers in which the exchange consideration itself for a security fluctuates with trading prices. The Interest Formula and Interest Mechanism simply provide means for calculating and settling the Accrued Interest Adjustment Amount. Moreover, to the extent the Staff views the Interest Formula and Interest Mechanism as modifying the exchange consideration for old notes in the event of an extension of the exchange offer, the Company believes that the holders of the old notes have the sophistication and ability to analyze the Interest Mechanism and Interest Formula, calculate the Accrued Interest Adjustment Amount and the outcome of the Interest Formula based on data disclosed in Amendment No. 2, and make informed decisions whether or not to tender the old notes (or withdraw previously tendered old notes) in the time periods described in the Prospectus. As discussed with the Staff, the holders of the old notes, all of whom the Company believes are direct parties to the Original Purchase Agreement and all of whom the Company believes were provided copies of and are bound by the Amendment, are institutional investors. Investors of this nature can be expected to have experience with tender offers and exchange offers in which the exchange consideration itself for a security (as opposed to the settlement of accrued and unpaid interest in the Company’s exchange offer) is determined by use of formulae which reference fluctuating market prices for securities. The Company notes again that the Interest Formula does not require reference to the 4 trading price of a security and can be calculated solely by reference to data disclosed in Amendment No. 2. For these reasons, the Company believes that the current presentation of the Interest Formula and Interest Mechanism is consistent with Rule 14e-1(b). The Exchange Offer, page 5 Material differences in the terms of the old notes and the new notes, page 10 4. We note your added disclosure in response to comment five in our letter dated May 29, 2013. Please revise your disclosure to briefly identify some of the most material differences discussed on page 73 of the registration statement. RESPONSE TO COMMENT 4 The Company has revised the disclosure on page 14 to reflect the Staff’s comment. The Exchange Offer, page 31 Expiration date; extensions and amendments; termination, page 33 5. We note your revised disclosure in response to comment 11 in our letter dated May 29, 2013. Further revise your disclosure to state that in the event of a material change or waiver of a material condition, you will extend the exchange offer consistent with Rule 162 under the Securities Act and Rule 13e-4 under the Exchange Act. RESPONSE TO COMMENT 5 The Company has revised the disclosure on page 36 to reflect the Staff’s comment. [Remainder of page intentionally left blank] 5 Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No. 2. Thank you for your assistance. Respectfully submitted, /s/ Katherine H. Ku Katherine H. Ku Encls. cc: Gregory B. Willis, Senior Vice President and Chief Financial Officer (w/o encls.) Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (w/o encls.) Judith T. Kitano, Munger, Tolles & Olson LLP (w/o encls.) 6
2013-06-06 - UPLOAD - AIR LEASE CORP
June 6, 2013
Via E -mail
Gregory B. Willis
Senior Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No.1 to Registration Statement on Form S-4
Filed June 4, 2013
File No. 333-188716
Dear Mr. Willis :
We have reviewed your amendment and have the following comments.
Prospectus Cover Page
1. We note your response to comment three in our letter dated May 29, 2013 related to the
definition of “BXRAT.” Please include a summary of your response in an appropriate
section of the filing.
2. Please revise to disclose the amount of cash or new note s anticipated to be paid as
accrued and unpaid interest for each $1,000 original face amount of old notes that is
tendered if the exchange offer expires, as expected, on June 20, 2013.
3. To the extent the offer period is extended, it appears as though the exchange offer
conside ration for the accrued and unpaid interest could change. Given the potential
variability of consideration offered if the offer period is extended, please advise as to how
the presentation of the exchange offer consideration complies with Rule 14e -1(b).
The Exchange Offer, page 5
Material differences in the terms of the old notes and the new notes, page 10
4. We note your added disclosure in response to comment five in our letter dated May 29,
2013. Please revise your disclosure to briefly identify some of the most material
differences discussed on page 73 of the registration statement.
Gregory B. Willis
Air Lease Corporation
June 6, 2013
Page 2
The Exchange Offer, page 31
Expiration date; extensions and amendments; termination, page 33
5. We note your revised disclosure in response to comment 11 in our letter dated May 29,
2013. Further revise your disclosure to state that in the event of a material change or
waiver of a material condition, you will extend the exchange offer consistent wit h Rule
162 under the Securities Act and Rule 13e -4 under the Exchange Act .
Please contact Era Anagnosti, Staff Attorney, at (202) 551 -3369 or, in her absence, me at
(202) 551 -3760 with any questions.
Sincerely,
/s/ Pamela Long
Pamela Long
Assistant Director
cc: Katherine H. Ku, Esq. (via e -mail)
Munger, Tolles & Olson LLP
2013-06-03 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm Munger, Tolles & Olson LLP 355 S. Grand Avenue Los Angeles, California 90071 June 3, 2013 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: Ms. Pamela Long Ms. Era Anagnosti Re: Air Lease Corporation Registration Statement on Form S-4 File No. 333-188716, initially filed on May 20, 2013 Amendment No. 1, filed on June 3, 2013 Ladies and Gentlemen: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated May 29, 2013 relating to the above-referenced registration statement (the “Registration Statement”) filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013. The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No.1”), marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4) blacklined copies, complete with exhibits, of Amendment No. 1, marked to show changes from the Registration Statement filed on May 20, 2013. In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but not MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 2 defined in this letter shall have the meanings ascribed to such terms in the Registration Statement. Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of Amendment No. 1. General Prospectus Cover Page 1. We note that you have elected to commence the exchange offer early, pursuant to Rule 162 under the Securities Act. Although a preliminary prospectus used to commence an exchange offer early must include the legend required by Item 501(b)(10) of Regulation S-K, the language in the legend must be appropriately tailored and thus may not state that the prospectus is not complete. For an example of language that may be used in the “red herring” legend in an early commencement exchange offer, please see Question 2 in Part I.E. of the Third Supplement (July 2001) to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations, which is available on our website at http://www.sec.gov/interps/telephone/phonesupplement3.htm. RESPONSE TO COMMENT 1 The Company has revised the prospectus cover page to reflect the Staff’s comment. 2. Since the holders of old notes which are accepted for exchange, may receive a cash payment equal to the Accrued Interest Adjustment Amount, please disclose the maximum amount of cash which may be offered for these securities. In addition, in an appropriate section of the filing please disclose how you will finance such payment, including the payment of the Cash Rounding Amount discussed on page 6. RESPONSE TO COMMENT 2 The Company has revised the disclosure on the prospectus cover page and on pages 6, 10 and 33 to reflect the Staff’s comment. 3. Here or in an appropriate section of the filing, briefly explain what BXRAT “equals 1.053241” means. RESPONSE TO COMMENT 3 The Company supplementally advises the Staff as follows: The Company issued the currently outstanding 7.375% Senior Unsecured Notes due January 30, 2019 (the “old notes”) pursuant to the terms and conditions of a Note Purchase Agreement, dated as of January 20, 2012 (the “Original Purchase Agreement”). MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 3 The Original Purchase Agreement was amended by means of an Amendment to Note Purchase Agreement, effective as of April 29, 2013 (the “NPA Amendment”). The defined term “Adjusted Exchange Ratio” in the NPA Amendment establishes that “BXRAT” (or exchange ratio) equals the value of 1.053241. This value represents the ratio at which the parties to the NPA Amendment agreed that $1 principal amount of old notes would be exchanged for $1 principal amount of 5.625% Senior Notes due 2017, prior to any adjustment for the Accrued Interest Adjustment Amount. It is a negotiated exchange ratio. Forward-Looking Statements, page iii 4. Please remove your references to Section 27A of the Securities Act and Section 21E of the Exchange Act. These provisions do not apply to tender offers. Refer to Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act. RESPONSE TO COMMENT 4 The Company has revised the “Forward-Looking Statements” section on page 2 to reflect the Staff’s comment. The Exchange Offer, page 5 5. Please include a separate section to explain any material differences in the rights of the note holders as a result of the exchange. See Item 4(a)(4) of Form S-4. RESPONSE TO COMMENT 5 The Company has revised the disclosure on pages 10 and 73-83 to reflect the Staff’s comment. Amended Note Purchase Agreement, page 6 6. Please refer to the last paragraph of your disclosure under “Purpose of the exchange offer” on page 29. Briefly disclose here that the old noted will accrue additional interest at a rate of 0.50% per annum if the exchange offer is not completed by the Target Registration Date. Please revise your page 29 disclosure to clarify whether the rate of the additional interest will continue to accrue until maturity of the old notes in the event that the exchange offer is not consummated. RESPONSE TO COMMENT 6 The Company has revised the disclosure on pages 7 and 31 to reflect the Staff’s comment. MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 4 The New Notes, page 9 Special Interest, page 9 7. To the extent known, please disclose how long you expect the Non-Rating Period to last. RESPONSE TO COMMENT 7 The Company acknowledges the Staff’s comment and advises the Staff that, at this time, the Company does not know, and cannot reasonably estimate, whether or when the Non-Rating Period will end. The Company has revised the disclosure accordingly on pages 11 and 44. The Exchange Offer, page 29 Purpose of the exchange offer, page 29 8. We note that the Note Purchase Agreement dated January 20, 2012, as well as the April 29, 2013 amendment were not incorporated by reference or filed as exhibits to the registration statement. Please file these documents as exhibits with your next amendment or otherwise tell us why you are not required to do so. RESPONSE TO COMMENT 8 The Company acknowledges the Staff’s comment and respectfully advises the Staff that, consistent with Item 601(b)(4)(iii)(A) of Regulation S-K, the aggregate principal amount of old notes originally issued by the Company ($155,000,000) represented at that time, and currently represents, less than 10 percent of the Company’s consolidated assets. In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has filed as Exhibit 4.4 to Amendment No. 1 an Agreement Regarding Disclosure of Long-Term Debt Instruments, pursuant to which the Company agrees to furnish, upon the Commission’s request, any instrument with respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed 10 percent of the total consolidated assets of the Company. In addition, the Company hereby supplementally provides copies of the Original Purchase Agreement, the NPA Amendment and the global note for the old notes. Expiration date; extensions and amendments; termination, page 31 9. In the second paragraph on page 32, briefly disclose the consequences of default if you fail to conform to your obligations under the exchange offer covenant, or otherwise cross reference the section of the filing where you make such disclosure. RESPONSE TO COMMENT 9 The Company has revised the disclosure on page 34 to reflect the Staff’s comment. MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 5 10. Please advise us as to how oral notice of any termination or amendment is reasonably calculated to reach registered holders of the outstanding notes or otherwise satisfies the requirements of Rule 14e-1(d). RESPONSE TO COMMENT 10 The Company acknowledges the Staff’s comment and has revised the disclosure on pages 34 and 39 accordingly. 11. Please revise your disclosure to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change. RESPONSE TO COMMENT 11 The Company has revised the disclosure on the prospectus cover page and on pages 6 and 33-35 to reflect the Staff’s comment. 12. In the penultimate paragraph on page 32, we note that you reserve the right to delay acceptance for exchange of any old notes tendered pursuant to the exchange offer. Please clarify in what circumstances you will delay acceptance and confirm that any such delay will be consistent with Rule 14e-1(c). For example, if you are referring to the right to delay acceptance only due to an extension of the exchange offer, please make this clear. RESPONSE TO COMMENT 12 The Company has revised the disclosure on page 35 to reflect the Staff’s comment. Conditions to the exchange offer, page 36 13. Please refer to the last paragraph on page 37 relating to your failure to exercise any of the rights described in this section. This language implies that once a condition is triggered, you must decide whether or not to assert it. Please note that when a condition is triggered and you decide to proceed with the offer anyway, the staff believes that this constitutes a waiver of the triggered condition. Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language suggests, simply fail to assert a triggered condition and effectively waive it without officially doing so. Please confirm your understanding supplementally, or revise your disclosure. MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 6 RESPONSE TO COMMENT 13 The Company respectfully acknowledges the Staff’s comment and supplementally confirms its understanding that waiver of a material condition, as described in the Staff’s comment, may require extension of the exchange offer and circulation of new disclosure to holders of the old notes. Fees and expenses, page 38 14. Please disclose the amount of fees payable to Jefferies LLC. RESPONSE TO COMMENT 14 The Company has revised the disclosure on page 41 to reflect the Staff’s comment. The Description of Notes, page 41 15. You disclose that the new notes will be issued under the March 16, 2012 indenture. We note, however, that you have filed as Exhibit 4.2 the Form of Supplemental Indenture relating to the new notes. Please describe here the material terms of the supplemental indenture and tell us whether you expect to file this document in final form prior to effectiveness of the registration statement. RESPONSE TO COMMENT 15 The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), will enter into the Supplemental Indenture, the form of which was filed as Exhibit 4.2 to the Registration Statement, on the settlement date following expiration of the exchange offer. The Supplemental Indenture will establish the following terms of the new notes, which will differ from the terms of the currently outstanding 5.625% Senior Notes due 2017 (the “existing notes”): ¡ the aggregate principal amount of the new notes to be issued; ¡ the date of issuance of the new notes; and ¡ the date from which interest on the new notes will accrue. The Supplemental Indenture will otherwise establish that the new notes will bear the same rate of interest as the existing notes, payable on the same dates on which interest is payable on the existing notes, and that the new notes will have such other terms and provisions as are reflected in the form of note attached as Exhibit A to the Senior Notes Indenture, dated March 16, 2012, MUNGER, TOLLES & OLSON LLP U.S. Securities and Exchange Commission June 3, 2013 Page 7 between the Company and the Trustee, which is incorporated by reference as Exhibit 4.1 to the Registration Statement. The Company will file the final form of the Supplemental Indenture as an exhibit to a Current Report on Form 8-K on the settlement date. The Company has revised the disclosure on page 43 to reflect the filing of the form of the Supplemental Indenture as an exhibit to the Registration Statement. Exhibit 5.1 – Option of Munger, Tolles & Olson LLP 16. It appears that the assumptions in paragraphs (c) and (d) represent facts readily ascertainable by counsel. In this regard, we note that the Exchange Securities will be issued under the Original Indenture and that the supplemental indenture will be executed prior to the registration statement being declared effective. Please advise or have counsel revise its opinion accordingly. RESPONSE TO COMMENT 16 A revised opinion of counsel, which reflects the Staff’s comment regarding paragraph (c), has been filed as Exhibit 5.1 to Amendment No. 1. Counsel to the Company respectfully acknowledges the Staff’s comment with respect to paragraph (d) of its opinion—that “the Original Indenture has been, and the Supplemental Indenture will have been, duly authorized, executed and delivered by the Trustee and the Indenture will constitute the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms”—but submits that paragraph (d) represents a legal conclusion with respect to the actions of the Trustee, rather than a fact readily ascertainable by counsel. Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No. 1. Thank you for your assistance. Respectfully submitted, /s/ Katherine H. Ku Katherine H. Ku Encls. cc: Gregory B. Willis, Senior Vice President and Chief Financial Officer (w/o encls.) Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (w/o encls.) Judith T. Kitano, Munger, Tolles & Olson LLP (w/o encls.)
2013-05-29 - UPLOAD - AIR LEASE CORP
May 29, 2013
Via E -mail
Gregory B. Willis
Senior Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Re: Air Lease Corporation
Registration Statement on Form S-4
Filed May 20, 2013
File No. 333-188716
Dear Mr. Johns on:
We have limited our review of your registration statement to those issues we have
addressed in our 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 . Where 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.
General
Prospectus Cover Page
1. We note that you have elected to commence the exchange offer early, pursuant to Rule
162 under the Securities Act. Although a preliminary prospectus used to commence an
exchange offer early must include the legend required by Item 501(b)(10) of Regulation
S-K, the language in the legend must be appropriately tailored and thus may not state that
the prospectus is not complete. For an example of language that may be used in the “red
herring” legend in an early commencement exchange offer, please see Question 2 in Part
I.E. of the Third Supplement (July 2001) to the Division of Corporation Finance’s
Manual of Publicly Available Telephone Interpretations, which is available on our
website at http://www.sec.gov/interps/telephone/phonesupplement3.htm .
2. Since the holders of old notes which are accepted for exchange, may receive a cash
Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 2
payment equal to the Accrued Interest Adjustment Amount, please disclose the maxim um
amount of cash which may be offered for these securities. In addition, in an appropriate
section of the filing please disclose how you will finance such payment, including the
payment of the Cash Rounding Amount discussed on page 6.
3. Here or in an appr opriate section of the filing, briefly explain what BXRAT “equals
1.053241” means.
Forward -Looking Statements, page iii
4. Please remove your references to Section 27A of the Securities Act and Section 21E of
the Exchange Act. These provisions do not apply to tender offers. Refer to Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act .
The Exchange Offer , page 5
5. Please include a separate section to explain any material differences in the rights of the
note holders as a result of the exchange. See Item 4(a)(4) of Form S -4.
Amended Note Purchase Agreement, page 6
6. Please refer to the last paragraph of your disclosure under “Purpose of the exchange
offer” on page 29. Briefly disclose h ere that the old noted will accrue additional interest
at a rate of 0.50% per annum if the exchange offer is not completed by the Target
Registration Date. Please revise your page 29 disclosure to clarify whether the rate of the
additional interest will c ontinue to accrue until maturity of the old notes in the event that
the exchange offer is not consummated.
The New Notes, page 9
Special Interest, page 9
7. To the extent known, please disclose how long you expect the Non -Rating Period to last.
The Exchan ge Offer, page 29
Purpose of the exchange offer, page 29
8. We note that the Note Purchase Agreement dated January 20, 2012, as well as the April
29, 2013 amendment were not incorporated by reference or filed as exhibits to the
registration statement. Ple ase file these documents as exhibits with your next amendment
or otherwise tell us why you are not required to do so.
Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 3
Expiration date; extensions and amendments; termination, page 31
9. In the second paragraph on page 32, briefly disclose the consequences of default if you
fail to conform to your obligations under the exchange offer covenant, or otherwise cross
reference the section of the filing where you make such disclosure.
10. Please advise us as to how oral notice of any termination or amendment is reas onably
calculated to reach registered holders of the outstanding notes or otherwise satisfies the
requirements of Rule 14e -1(d).
11. Please revise your disclosure to indicate that, in the event of a material change in the
offer, including the waiver of a mate rial condition, you will extend the offer period if
necessary so that at least five business days remain in the offer following notice of the
material change.
12. In the penultimate paragraph on page 32, we note that you reserve the right to delay
acceptance for exchange of any old notes tendered pursuant to the exchange offer. Please
clarify in what circumstances you will delay acceptance and confirm that any such delay
will be consistent with Rule 14e -1(c). For example, if you are referring to the right to
delay acceptance only due to an extension of the exchange offer, please make this clear.
Conditions to the exchange offer, page 36
13. Please refer to the last paragraph on page 37 relating to your failure to exercise any of the
rights described in this section. This language implies that once a condition is triggered,
you must decide whether or not to assert it. Please note that when a condition is triggered
and you decide to proc eed with the offer anyway, the staff believes that this constitutes a
waiver of the triggered condition. Depending on the materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer
and recirc ulate new disclosure to security holders. You may not, as this language
suggests, simply fail to assert a triggered condition and effectively waive it without
officially doing so. Please confirm your understanding supplementally, or revise your
disclosur e.
Fees and expenses, page 38
14. Please disclose the amount of fees payable to Jefferies LLC.
The Description of Notes, page 41
15. You disclose that the new notes will be issued under the March 16, 2012 indenture. We
note, however, that you have filed as Exhibit 4.2 the Form of Supplemental Indenture
relating to the new notes. Please describe here the material terms of the supplemental
indenture and tell us whether you expect to file this document in final form prior to
Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 4
effectiveness of the registration statement.
Exhibit 5.1 – Opinion of Munger, Tolles & Olson LLP
16. It appears that the assumptions in paragraphs (c) and (d) repre sent facts readily
ascertainabl e by counsel. In this regard, we note that the Exchange Securities will be
issued under the Original Indenture and that the supplemental indenture will be execut ed
prior to the registration statement being declared effective. Please advise or have counsel
revise its opinion accordingly.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequat e time for us to review any amendment prior to the requested effective date of the
registration statement.
Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 5
Please contact Era Anagnosti, Staff Attorney, at (202) 551 -3369 or, in her absence, me at
(202) 551 -3760 with any questions.
Sincerely,
/s/ Era Anagnosti
for Pamela Long
Assistant Director
cc: Katherine H. Ku, Esq. (via e -mail)
Munger, Tolles & Olson LLP
2012-04-25 - UPLOAD - AIR LEASE CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
April 25, 2012
Via Facsimile
Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012
File No. 1-35121
Dear Mr. Willis:
We have completed our review of your f iling. We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States. We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
Sincerely,
/s/ W. John Cash W. John Cash B r a n c h C h i e f
2012-04-24 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm [Air Lease Corporation Letterhead] April 24, 2012 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: W. John Cash Branch Chief Re: Air Lease Corporation Form 10-K for the Fiscal Year Ended December 31, 2011 File No. 001-35121 Dear Mr. Cash: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to your letter dated April 10, 2012 with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 9, 2012. In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Financial Statements Note 1. Summary of Significant Accounting Policies Rental of flight equipment, page 65 1. We note your response to your prior comment. Please provide us with additional information regarding your lease agreements that contain nonperformance-related default covenants, material adverse change clauses and cross-default provisions. Please specifically address the following: U.S. Securities and Exchange Commission April 24, 2012 Page 2 · Tell us how you evaluated each provision based on the guidance found in ASC 840-10-25-14 and tell us whether any of your agreements include provisions that fail to meet the criteria in this paragraph. · To the extent that any of your agreements include covenants or provisions that are subjectively determinable or otherwise do not meet the criteria of ASC 840-10-25-14, tell us whether you have included the maximum amount the lessee could be required to pay in determining minimum lease payments for purposes of applying ASC 840-10-25-1(d) and explain how you determined such amounts. RESPONSE TO COMMENT 1 The Company respectfully submits that it is not our general practice to include nonperformance related default provisions within our leases. Nonperformance related default provisions are sometimes contained in leases that are acquired from other lessors and our leases. We review each lease at delivery to determine proper classification and such review includes an examination of any nonperformance default provisions, such as: · Material adverse change clauses; · Cross-default provisions; · Litigation-related clauses; and · No substantial transfer or disposition of assets. If a nonperformance default provision is identified , we evaluate it to determine whether it meets the criteria in ASC 840-10-25-14. Any nonperformance default provision that does not meet such criteria is considered to be subjective and the maximum amount that could be due and payable by the lessee in the event of a default is included in the calculation of minimum lease payments as set forth in such lease. To illustrate this process, in the following paragraphs we discuss and analyze two examples of nonperformance default provisions contained in some of our leases: a cross-default provision and a material adverse change clause. Although the specific wording may differ from lease to lease, the following provision is representative of the nature of “cross-default provisions” in certain of our leases: “The occurrence of any of the following will constitute an Event of Default and repudiatory breach of this Agreement by Lessee: (xvi) Cross-default: (a) any Financial Indebtedness of Lessee (in an aggregate amount of US$XXX or more or its equivalent in other currencies) is not paid when due U.S. Securities and Exchange Commission April 24, 2012 Page 3 (subject to any applicable grace periods) or becomes due and payable prior to its stated maturity by reason of default of Lessee or the security for any such Financial Indebtedness becomes enforceable; or (b) any judgment or order is made against Lessee for an amount in excess of US$XXX or more (or its equivalent in other currencies) is not stayed or complied with or an adequate bond has not been provided as soon as practicable and in any event within 90 days; In evaluating cross-default provisions, we determined that (a) they were customary in financing arrangements, (b) the events are objectively determinable based on a stated dollar amount, (c) the predefined criteria was established for the determination of an event of default, and (d) it is reasonable to assume that the event of default will not occur, based on our knowledge of the lessee’s operations and the industry. Since each provision met the criteria in ASC 840-10-25-14, we did not consider the provision in calculating the minimum lease payments. The “material adverse change” clauses, which also differ in wording from lease to lease, typically state: “Lessee represents and warrants to Lessor as of the execution of this Agreement, as of the Delivery Date and as of each Rent Payment Date (other than in respect of….below) hereunder that: (xv) Material Adverse Change: there has been no material adverse change in the financial condition of the Lessee since the date to which the accounts most recently provided to Lessor were prepared and Lessee is not in default under any agreement that could have a material adverse effect upon its financial conditions or its business or its ability to perform its obligations under this Agreement and the other Operative Documents;” Given the subjective nature of this material adverse change clause, which does not meet the criteria in ASC 840-10-25-14, we examined the default remedy provided in the applicable leases to determine the maximum amount that the lessee could be required to pay should such an event occur. None of our leases have assessable penalties or liquidated damages for default. Since the term of most of our leases containing subjective clauses is short in comparison to the remaining useful life (usually 20-25 years), the remedy is less than 90% of the fair market value of the leased aircraft. Thus, to date, these nonperformance-related default covenants, material adverse change clauses and cross-default provisions have not had an impact on our lease classification assessment. * * * * * U.S. Securities and Exchange Commission April 24, 2012 Page 4 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any comments or questions regarding the foregoing to the undersigned at (310) 553-0555. Respectfully submitted, /s/ Gregory B. Willis Gregory B. Willis Senior Vice President and Chief Financial Officer cc: Steven F. Udvar-Házy, Chairman and Chief Executive Officer John L. Plueger, President and Chief Operating Officer Grant A. Levy, Executive Vice President, General Counsel and Secretary
2012-04-10 - UPLOAD - AIR LEASE CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
April 10, 2012
Via Facsimile
Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012 File No. 1-35121
Dear Mr. Willis:
We have reviewed your response and have th e 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2011
Financial Statements
Note 1 – Summary of Significant Accounting Policies
Rental of flight equipment, page 65
1. We note your response to our prior comment . Please provide us with additional
information regarding your l ease agreements that contain nonperformance related default
covenants, material adverse change clau ses and cross-defaul t provisions. Please
specifically address the following:
Mr. Gregory B. Willis
Air Lease Corporation April 10, 2012 Page 2
Tell us how you evaluated each provisi on based on the guidance found in ASC
840-10-25-14 and tell us whether any of your agreements include provisions that
fail to meet the criter ia in this paragraph.
To the extent that any of your agreements include covenants or provisions that are
subjectively determinable or otherwise do not meet the criteria of ASC 840-10-
25-14, tell us whether you have included the maximum amount the lessee could
be required to pay in determining mi nimum lease payments for purposes of
applying ASC 840-10-25-1(d) and explain how you dete rmined such amounts.
You may contact Kevin Stert zel at (202) 551-3723, or A nne McConnell at (202) 551-
3709, if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3768 with any other questions. S i n c e r e l y , /s/ W. John Cash W. John Cash B r a n c h C h i e f
2012-04-03 - CORRESP - AIR LEASE CORP
CORRESP 1 filename1.htm [Air Lease Corporation Letterhead] April 3, 2012 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Attention: W. John Cash Branch Chief Re: Air Lease Corporation Form 10-K for the Fiscal Year Ended December 31, 2011 File No. 001-35121 Dear Mr. Cash: On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to your letter dated March 22, 2012 with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 9, 2012. In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response. Financial Statements Note 1. Summary of Significant Accounting Policies Rental of flight equipment, page 65 1. We note that you lease flight equipment principally under operating leases. We further note that your flight equipment is potentially subject to physical destruction. Please tell us whether any of your leases contain nonperformance related default covenants. To the extent that any of your leases contain such covenants, please tell us the specific terms of the covenants and explain to us how you consider them in the minimum lease payments you use to determine lease classification. Please also tell us whether any of your leases contain material adverse change clauses, cross-default provisions, or other subjective default clauses and explain to us how you consider those provisions in your lease classification analysis. Please refer to ASC 840-10-25-14 and ASC 840-10-25-1(d) for guidance. RESPONSE TO COMMENT 1 The Company respectfully submits that we are principally engaged in the leasing of commercial aircraft throughout the world. As of December 31, 2011, our fleet consisted of 102 aircraft with a weighted-average remaining lease term of 6.6 years. We acquired this fleet of 102 aircraft from 24 separate owners and operators of aircraft, 51 of which were subject to existing operating leases originated by 12 different aircraft lessors. A portion of the aircraft that we acquired subject to existing operating leases contained nonperformance related default covenants, material adverse change clauses and cross-default provisions. In determining lease classification the Company reviews all necessary criteria under ASC 840-10-25. To date, these nonperformance related default covenants, material adverse change clauses and cross-default provisions have not had an impact on our lease classification assessment, as the minimum lease payments due under the leases do not equal or exceed 90% of the fair market value of the equipment on an undiscounted basis. Furthermore, we do not expect our leases to be classified as capital leases as the weighted-average remaining lease term on our fleet was 6.6 years, as compared to the 25 year useful life of an aircraft. The Company does not typically include subjective nonperformance related default covenants in the lease contracts that we originate. However, we continue to evaluate all lease contracts for these types of provisions and their impact on lease classification. * * * * * We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any comments or questions regarding the foregoing to the undersigned at (310) 553-0555. 2 Respectfully submitted, /s/ Gregory B. Willis Gregory B. Willis Senior Vice President and Chief Financial Officer cc: Steven F. Udvar-Házy, Chairman and Chief Executive Officer John L. Plueger, President and Chief Operating Officer Grant A. Levy, Executive Vice President, General Counsel and Secretary 3
2012-03-22 - UPLOAD - AIR LEASE CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
March 22, 2012
Via Facsimile
Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012
File No. 1-35121
Dear Mr. Willis:
We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2011
Financial Statements
Note 1 – Summary of Significant Accounting Policies
Rental of flight equipment, page 65
1. We note that you lease flight equipment prin cipally under operating leases. We further
note that your flight equipment is potentially subject to physical de struction. Please tell
us whether any of your leases contain nonperfor mance related default covenants. To the
extent that any of your leases contain such c ovenants, please tell us the specific terms of
the covenants and explain to us how you cons ider them in the minimum lease payments
Mr. Gregory B. Willis
Air Lease Corporation March 22, 2012 Page 2
you use to determine lease classification. Pleas e also tell us whether any of your leases
contain material adverse change clauses, cross-default provisions , or other subjective
default clauses and explain to us how you consider those provisions in your lease
classification analysis. Please refer to ASC 840-10-25-14 and ASC 840-10-25-1(d) for
guidance.
Closing Comments
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Kevin Stert zel at (202) 551-3723, or A nne McConnell at (202) 551-
3709, if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3768 with any other questions. S i n c e r e l y , /s/ W. John Cash W. John Cash B r a n c h C h i e f
2011-09-02 - CORRESP - AIR LEASE CORP
CORRESP
1
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corresp
September 2, 2011
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Jay Ingram
Hagen Ganem
Re:
Air Lease Corporation
Registration Statement on Form S-1 (File No. 333-173817)
Acceleration Request
Requested
Date: September 2, 2011
Requested Time: 5:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
Air Lease Corporation (the “Company”) hereby respectfully requests that the
above-referenced registration statement on Form S-1 (the “Registration Statement”) be
declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable, or at such later time as the Company or its counsel may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”).
The Company hereby authorizes each of Robert B. Knauss, Mark H. Kim and Katherine Ku of
Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf.
U.S. Securities and Exchange Commission
September 2, 2011
Page 2 of 3
In connection with this acceleration request, the Company hereby acknowledges that:
•
should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;
•
the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and
•
the Company may not assert comments that it has received from the Staff
and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the
registration of the securities covered by the Registration Statement.
We request that we be notified of the effectiveness of the Registration Statement by telephone
call to Mr. Knauss at (213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective
to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South
Grand Avenue, 35th Floor, Los Angeles, California 90071-1560.
* * *
U.S. Securities and Exchange Commission
September 2, 2011
Page 3 of 3
Please direct any questions or comments regarding this acceleration request to Mr. Knauss at
(213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Very truly yours,
AIR LEASE CORPORATION
By:
/s/
Grant A. Levy
Grant A. Levy
Title:
Executive Vice President, General
Counsel
and Secretary
cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer
John L. Plueger, President and Chief Operating Officer
Robert B. Knauss, Munger, Tolles & Olson LLP
Mark H. Kim, Munger, Tolles & Olson LLP
2011-09-02 - CORRESP - AIR LEASE CORP
CORRESP
1
filename1.htm
corresp
[Munger,
Tolles & Olson LLP Letterhead]
September 2, 2011
WRITER’S DIRECT LINE
(213) 683-9243
(213) 683-4043 FAX
Katherine.Ku@mto.com
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attention: Jay Ingram
Hagen Ganem
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-173817, initially filed on April 29, 2011
Amendment No. 1 filed on July 11, 2011
Amendment No. 2 filed on July 28, 2011
Amendment No. 3 filed on August 12, 2011
Amendment No. 4 filed on August 22, 2011
Amendment No. 5 filed on September 2, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter with respect
to the above-referenced registration statement (the “Registration Statement”) filed with
the U.S. Securities and Exchange Commission (the “Commission”) on Form S-1 (File No.
333-173817) on April 29, 2011, as amended on July 11, 2011 and August 22, 2011 (the Registration
Statement as amended on August 22, 2011, “Amendment No. 4”) and as amended by exhibits-only
filings on July 28, 2011 and on August 12, 2011.
Munger, Tolles & Olson LLP
September 2, 2011
Page 2
The Company is concurrently filing via EDGAR Amendment No. 5 to the Registration Statement
(“Amendment No. 5”), marked in accordance with Rule 310 of Regulation S-T.
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in Amendment No. 5. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comments
correspond to the pagination of Amendment No. 5.
General
1.
We note your response to comment three in our letter dated July 25, 2011.
Please remove from your registration statement the resale of Class A common stock
underlying the Class B common stock as we do not believe it is appropriate for you to
register such transaction at this time. Please also revise your disclosure wherever
necessary to clarify that the Class B common stock is convertible into Class A common
stock once transferred to a third party unaffiliated with Société Générale S.A, which
wholly owns the selling stockholder of the Class B common stock, Genefinance S.A.
RESPONSE TO COMMENT 1
The Company has revised the disclosure on the cover page, the front and back cover pages of
the prospectus, and pages 9, 131, 136, 154, 158, 163, 169, and F-6 to reflect the Staff’s comment.
Selling stockholders, page 131
2.
We note your response to comment two in our letter dated July 25, 2011. Please
briefly describe the transaction(s) pursuant to which Genefinance S.A. acquired its
Class B common stock. Also, identify the natural persons who have voting and/or
dispositive authority over the shares owned by American Funds Insurance Series —
Growth Fund covered by footnote 5 and the shares owned by the Fidelity entities covered
by footnote 28. Please ensure that your disclosure is consistent with the guidance we have rendered on this topic in Question 240.04 of our
Regulation S-K Compliance and Disclosure Interpretations.
Munger, Tolles & Olson LLP
September 2, 2011
Page 3
RESPONSE TO COMMENT 2
The
Company has revised the disclosure on pages 131, 138, and 143 to reflect the Staff’s
comment.
Please do not hesitate to contact Rob Knauss at (213) 683-9137, Mark Kim at (213) 683-9144, or
me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No.
5. Thank you for your assistance.
Respectfully submitted,
/s/
Katherine Ku
Katherine Ku
Encls.
cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)
John L. Plueger, President and Chief Operating Officer (w/o encls.)
Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)
Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)
Mark H. Kim, Munger, Tolles & Olson LLP (w/o encls.)
2011-09-01 - UPLOAD - AIR LEASE CORP
September 1, 2011 Via E-mail John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 4 to Form S-1 Filed August 22, 2011 File No. 333-173817 Dear Mr. Plueger: We have reviewed the above-captioned f iling and have the following comments. General 1. We note your response to comment three in ou r letter dated July 25, 2011. Please remove from your registration statement the resa le of Class A common stock underlying the Class B common stock as we do not believe it is appropriate for you to register such transaction at this time. Please also revise your disclosure wherever necessary to clarify that the Class B common stock is convertible into Class A common stock once transferred to a third party unaffiliated with Société Générale S.A, which wholly owns the selling stockholder of the Class B common stock, Genefinance S.A. Selling stockholders, page 131 2. We note your response to comment two in our letter dated July 25, 2011. Please briefly describe the transaction(s) pursuant to which Genefinance S.A. acquired its Class B common stock. Also, identify the natural pe rsons who have voting and/or dispositive authority over the shares owned by American Funds Insu rance Series – Growth Fund covered by footnote 5 and the shares owned by the Fidelity entities covered by footnote 28. Please ensure that your disclosure is co nsistent with the guida nce we have rendered on this topic in Question 240.04 of our Re gulation S-K Compliance and Disclosure Interpretations. John L. Plueger Air Lease Corporation September 1, 2011 Page 2 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Mark H. Kim, Esq. Munger, Tolles & Olson LLP (via E-mail)
2011-08-22 - CORRESP - AIR LEASE CORP
CORRESP
1
filename1.htm
corresp
[Munger, Tolles & Olson LLP Letterhead]
August 22, 2011
VIA EDGAR AND OVERNIGHT DELIVERY
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attention:
Jay Ingram
Hagen Ganem
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-173817, initially filed on April 29, 2011
Amendment No. 1 filed on July 11, 2011
Amendment No. 2 filed on July 28, 2011
Amendment No. 3 filed on August 12, 2011
Amendment No. 4 filed on August 22, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter with respect
to the above-referenced registration statement (the “Registration Statement”) filed with
the U.S. Securities and Exchange Commission (the “Commission”) on Form S-1 (File No.
333-173817) on April 29, 2011, as amended on July 11, 2011 (the Registration Statement as amended
on July 11, 2011, “Amendment No. 1”) and as amended by exhibits-only filings on July 28,
2011 and on August 12, 2011.
The Company is concurrently filing via EDGAR Amendment No. 4 to the Registration Statement
(“Amendment No. 4”), marked in accordance with Rule 310 of
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
August 22, 2011
Page 2
Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4)
blacklined copies, complete with exhibits, of Amendment No. 4, marked to show changes from
Amendment No. 1 filed on July 11, 2011.
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in Amendment No. 4. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comments
correspond to the pagination of Amendment No. 4.
General
1.
We note that on June 6, 2011, subsequent to filing this registration statement, you
issued to certain institutional investors $120 million in aggregate principal amount of
senior unsecured notes. Please address the impact of the public offering of the securities
covered by this registration statement, which began when the Form S-1 was filed, on the
private offering referenced in your Item 15 disclosure. If you do not believe the public
offering constitutes general solicitation or general advertising with regard to the note
offering, please explain. Refer generally to SEC Release No. 33-8828 (Aug. 3, 2007).
RESPONSE TO COMMENT 1
The Company respectfully submits that the public offering by certain of its stockholders of
shares of Common Stock included in Amendment No. 4 (the “Secondary Public Offering”) does
not constitute a general solicitation or general advertising with regard to the offering and
issuance by the Company of $120 million in aggregate principal amount of senior unsecured notes
with a 5% coupon for a five-year term (the “Notes”) to certain institutional investors (the
“Notes Offering”). Consequently, the Notes Offering constituted a valid private placement
under the exemptions from registration provided pursuant to Section 4(2) of the Securities Act of
1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, and is
not subject to integration with the Secondary Public Offering.
Commission Release No. 33-8828 (Aug. 3, 2007) states that, while the filing of a registration
statement is generally viewed as a general solicitation of investors, such a filing “does not,
per se, eliminate a company’s ability to conduct a concurrent private offering.”
Release No. 33-8828, at 55. Rather, whether the filing of a registration statement constitutes a
general solicitation should be evaluated based on “whether the investors in the private placement
were solicited by the registration statement or through some other means that would otherwise not
foreclose the availability of the Section 4(2) exemption.” Id. In Release No. 33-8828,
the Staff noted as examples of permissible communications with potential investors, contact that
takes place “through a substantive, pre-existing relationship with the company or direct contact by
the company or its agents outside of the public offering effort.” Id., at 56. Similarly,
“if the company is able to solicit interest in a concurrent private placement by contacting
prospective investors who (1) were not identified or contacted through the marketing of the public
offering
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
August 22, 2011
Page 3
and (2) did not independently contact the issuer as a result of the general solicitation by
means of [a] registration statement, then the private placement could be conducted in accordance
with Section 4(2) while the registration statement for a separate public offering was pending.”
Id.
In February 2011, prior to the filing of the Registration Statement, J.P. Morgan Securities
LLC (“J.P. Morgan”), acting on behalf of the Company, directly contacted seven potential
institutional investors (the “Potential Investors”) with which J.P. Morgan had pre-existing
relationships and which J.P. Morgan believed might be interested in a private placement of debt
securities by the Company. Each Potential Investor was selected by J.P. Morgan based on J.P.
Morgan’s familiarity with the market for the nature of the debt offering that the Company was
contemplating. Based on the substantial investment- and insurance-related businesses in which the
Potential Investors were engaged and J.P. Morgan’s guidance, the Company believed that each
Potential Investor was a “qualified institutional buyer” within the meaning of Rule 144A
promulgated under the Act (“Qualified Institutional
Buyer”). Among the Potential Investors were two major
insurance companies, QIB A and QIB B. In March 2011, the Company
decided not to undertake the contemplated debt offering.
The Registration Statement for the Secondary Public Offering was initially filed on April 29,
2011. In May 2011, QIB A contacted J.P. Morgan, inquiring whether
the Company continued to have interest in conducting an offering of debt securities, as previously
contemplated. J.P. Morgan circulated to QIB A and QIB B (the “Notes Holders”) a private placement memorandum expressly stating
that it was intended only for Qualified Institutional Buyers willing and able to conduct an
independent investigation of the risk of ownership of the debt securities. On June 6, 2011,
QIB A, five insurance companies for which QIB A acts as investment manager, and QIB B executed a note purchase
agreement with the Company for the issuance of the Notes. Each of these purchasers is a Qualified
Institutional Buyer. Each purchaser represented that it was purchasing the Notes for its own
account or for the account of one or more pension or trust funds and not with a view to the
distribution thereof and affirmed its understanding that the Notes were not registered under the
Act. In addition, each purchaser of the Notes represented that the Notes could be resold only if
registered under the Act or an exemption from registration were available for such resale.
As described above,
QIB A initiated the discussions with J.P.
Morgan and the Company concerning the Notes Offering, based on a substantive, pre-existing
relationship with the Company that had developed during earlier consideration of a potential
transaction. Further, discussions with the Potential Investors regarding that potential
transaction had been initiated by J.P. Morgan by means of direct communications with that limited
group of sophisticated investors. Neither the Notes Holders nor the Potential Investors were
identified by the Company or, to the knowledge of the Company, by J.P. Morgan through marketing
activities for any public offering of Common Stock. In addition, to the knowledge of the Company,
QIB A did
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U.S. Securities and Exchange Commission
August 22, 2011
Page 4
not contact J.P. Morgan by reason of any registration statement for the public offering of
Common Stock. Communications with the Notes Holders by the Company and J.P. Morgan were not
related to and did not otherwise occur in connection with the Secondary Public Offering, which
relates to shares of Common Stock being offered by the Company’s stockholders, rather than the debt
securities that were offered and issued by the Company in the Notes Offering. Accordingly, the
Company respectfully submits that the Notes Offering constituted a valid private placement as
contemplated in Release No. 33-8828.
The Staff indicated in Release No. 33-8828 that, “notwithstanding the availability of the
information in [a] registration statement, companies may continue to conduct concurrent private
placements without those offerings necessarily being integrated with [an] ongoing public offering”
and, specifically, that the guidance in the release “d[id] not affect the ability of issuers to
continue to rely on the views expressed by the [Staff]” in Black Box Incorporated (June 26,
1990) and Squadron, Ellenoff, Plesent & Lehrer (Feb. 28, 1992). Release No. 33-8828, at
54. In those interpretative letters, the Staff took the position that “simultaneous registered
offerings and unregistered offerings to a limited number of first-tier institutional investors in
connection with structured financings” will not be integrated where the unregistered offering is
“offered to . . . persons who would be qualified institutional buyers for purposes of Rule 144A and
. . . no more than two or three large institutional accredited investors.” Squadron, Ellenoff,
Plesent & Lehrer, 1992 WL 55818, *1 (Feb. 28, 1992). The Company respectfully submits that the
Notes Offering and its consummation after the initial filing of the Registration Statement are
consistent with the rationale of Black Box Incorporated and Squadron, Ellenoff.
QIB A, the five insurance companies for which it serves as investment
manager, and QIB B are Qualified Institutional Buyers. Given the
sophisticated “nature and number of the offerees,” 1992 WL 55818, at *1, and their ability to fend
for themselves when evaluating a potential investment, it is consistent with the purposes of the
Act and the protection of potential investors that the Notes Offering not be integrated with the
Secondary Public Offering.
In light of the facts described above, the Company respectfully submits that the Secondary
Public Offering did not constitute a general solicitation or general advertising with respect to
the Notes Offering, and that the Notes Offering constitutes a valid private placement as
contemplated by Commission Release No. 33-8828 and the guidance previously provided by the Staff in
the Black Box Incorporated and Squadron, Ellenoff, Plesent & Lehrer Commission
No-Action Letters.
Selling stockholders, page 129
2.
We note your response to comment four in our letter dated May 19, 2011. Please
specifically describe the transaction(s) in which Genefinance S.A. acquired its Class B
common stock. In addition, with respect to your disclosure in footnotes 5, 9, 11, 13, 22,
23, 28, 33, 34, 37, 38, 39, 50, 51, 61, 69, and 70, we have the following comments:
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
August 22, 2011
Page 5
•
Where you have not identified the natural persons who have voting and/or dispositive
authority over the shares owned by the selling stockholders, please do so. See, e.g.,
Question 240.04 of our Regulation S-K Compliance and Disclosure Interpretations
available on our website.
•
Where you identify natural persons as potentially being deemed beneficial owners of
the subject shares, please revise your disclosure to clarify whether this means that
such natural persons have voting and/or dispositive authority over those shares.
RESPONSE TO COMMENT 2
The Company respectfully submits that the disclosure on page 131 describes the transaction
in which the shares of Class B Non-Voting Common Stock currently held by Genefinance S.A. were
initially offered and sold, and the shares of Class A Common Stock underlying such Class B
Non-Voting Common Stock were initially offered, by the Company.
Footnote 5 of the selling stockholders table in Amendment No. 4 concerns the stockholder
American Funds Insurance Series — Growth Fund (the “Fund”). The Fund has advised the
Company that it has previously disclosed its beneficial ownership of securities, as a selling
security holder, without being required to identify natural persons who have voting and/or
dispositive authority over such securities. See Sterling Financial Corporation
Registration Statement on Form S-1 (File No. 333-169579), n.3 of selling shareholders table
(declared effective on Nov. 12, 2010). The Fund has noted that Capital Research and Management
Company, which serves as the investment adviser to the Fund through its division Capital World
Investors, is an investment adviser registered under the Investment Advisers Act of 1940, as
amended, and accordingly makes appropriate public filings with the Commission. In addition, the
Fund has indicated that disclosure concerning its voting and investment policies is publicly
available through filings made by it. Nevertheless, the Fund has agreed with the Company to revise
the disclosure in footnote 5, as reflected on page 138. Accordingly, the Fund has advised the
Company that it believes that footnote 5 adequately discloses the beneficial ownership of the
shares it holds.
The
Company has revised the disclosure on pages 138–139, 141,
and 143–150 to
reflect the Staff’s other comments.
3.
We note your reference to “Other Selling Stockholders” in your selling stockholder
table and your disclosure in footnote (92) thereto. Please clarify whether the number of
shares attributed to “Other Selling Stockholders” includes the shares of Class A common
stock underlying the Class B common stock and supplementally explain the basis for omitting
the identity of these selling stockholders at the time of effectiveness. If you are
relying on a staff interpretation, please identify the guidance by number and location.
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U.S. Securities and Exchange Commission
August 22, 2011
Page 6
RESPONSE TO COMMENT 3
The Company has revised the disclosure on page 154 to reflect the Staff’s comment, and is
reducing the number of shares of Class A Common Stock included in Amendment No. 4 by an aggregate
of 4,041,407 shares to 61,810,867 shares. The Company has omitted the identity of the selling
stockholders with respect to an aggregate of 2,504,339 shares of Class A Common Stock that are
included in Amendment No. 4, including 1,829,339 shares of Class A Common Stock to be issued upon
the conversion of the Class B Non-Voting Common Stock, because questionnaires confirming the
identities and the intent of these stockholders either have not been, or cannot be, furnished to
the Company at this time. The Company respectfully submits that a registrant that is not eligible
to use Rule 430B(b) under the Act, such as the Company, “may omit from the prospectus in the resale
registration statement at the time of effectiveness the identities of, and amount of securities to
be sold by,” unknown selling stockholders. Securities Act Rules Compliance and Disclosure
Interpretation (“CDI”) Question 220.03. The Staff has advised that the registrant sh
2011-07-25 - UPLOAD - AIR LEASE CORP
July 25, 2011 Via E-mail John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 1 to Form S-1 Filed July 11, 2011 File No. 333-173817 Dear Mr. Plueger: We have reviewed the above-captioned f iling and have the following comments. General 1. We note that on June 6, 2011, subsequent to fili ng this registration statement, you issued to certain institutional investors $120 million in aggregate principal amount of senior unsecured notes. Please address the impact of the public offering of the securities covered by this registration statement, whic h began when the Form S-1 was filed, on the private offering referenced in your Item 15 disclosure. If you do not believe the public offering constitutes general solicitation or general advertising with regard to the note offering, please explain. Refer generally to SEC Re lease No. 33-8828 (Aug. 3, 2007). Selling stockholders, page 129 2. We note your response to comment four in our letter dated May 19, 2011. Please specifically describe the tran saction(s) in which Genefina nce S.A. acquired its Class B common stock. In addition, with respect to your disclosure in f ootnotes 5, 9, 11, 13, 22, 23, 28, 33, 34, 37, 38, 39, 50, 51, 61, 69, and 70, we have the following comments: Where you have not identified the natural pe rsons who have voting and/or dispositive authority over the shares owned by the selling stockholders, please do so. See, e.g., Question 240.04 of our Regula tion S-K Compliance and Disc losure Interpretations available on our website. John L. Plueger Air Lease Corporation July 25, 2011 Page 2 Where you identify natural persons as potential ly being deemed beneficial owners of the subject shares, please revise your disclo sure to clarify whether this means that such natural persons have voting and/or dispositive authority over those shares. 3. We note your reference to “Other Selling Stoc kholders” in your se lling stockholder table and your disclosure in footnote (92) thereto. Please clarify whether the number of shares attributed to “Other Selling Stockholders” in cludes the shares of Class A common stock underlying the Class B common stock and suppl ementally explain the basis for omitting the identity of these selling st ockholders at the time of effec tiveness. If you are relying on a staff interpretation, please identify the guidance by numbe r and location. Item 15. Recent sales of unregis tered securities, page II-2 4. Please provide the disclosure required by Item 701 of Regula tion S-K with respect to the transaction(s) in which Genefinance S.A. acquired its Class B common stock. Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Mark H. Kim, Esq. Munger, Tolles & Olson LLP (via E-mail)
2011-07-11 - CORRESP - AIR LEASE CORP
CORRESP
1
filename1.htm
corresp
[Munger, Tolles & Olson LLP Letterhead]
July 11, 2011
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
VIA EDGAR AND OVERNIGHT DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attention:
Jay Ingram
Hagen J. Ganem
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-173817, initially filed on April 29, 2011
Amendment No. 1 filed on July 11, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter with respect
to the above-referenced registration statement (the “Registration Statement”) filed with
the U.S. Securities and Exchange Commission (the “Commission”) on Form S-1 (File No.
333-173817) on April 29, 2011 and amended on July 11, 2011 (the Registration Statement as amended,
“Amendment No. 1”).
The Company is concurrently filing via EDGAR Amendment No. 1, marked in accordance with Rule
310 of Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4)
blacklined copies, complete with exhibits, of Amendment No. 1, marked to show changes from the
Registration Statement filed on April 29, 2011.
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U.S. Securities and Exchange Commission
July 11, 2011
Page 2
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in the Registration Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s
comments correspond to the pagination of Amendment No. 1.
General
1.
We note that you are registering the resale of the Class A Common Stock underlying
the Class B Non-Voting Common Stock, and we have the following comments:
•
Please explain your rationale for registering at this time the resale of
the underlying Class A Common Stock. In this regard, we note that the
overlying Class B Non-Voting Common Stock is not convertible until it is
transferred to a third party unaffiliated with Société Générale S.A. and that
Société Générale S.A. wholly-owns Genefinance S.A., which presently owns all
of your outstanding Class B Non-Voting Common Stock.
•
Given that the Class B Non-Voting Common Stock is not convertible until it
is transferred, please provide us with your analysis as to whether the
primary offering of the underlying Class A Common Stock either occurred
simultaneously with the primary offering of the overlying Class B Non-Voting
Common Stock or will occur only after a third party unaffiliated with Société
Générale S.A. acquires ownership of the Class B Non-Voting Common Stock.
•
Please identify, and describe the facts that support the availability of,
the exemption(s) from registration covering the sale of the underlying Class
A Common Stock upon a transferee’s conversion of the Class B Non-Voting
Common Stock.
RESPONSE TO COMMENT 1
As
discussed in further detail below, the Company respectfully submits that the primary offering of
the shares of Class A Common Stock underlying outstanding shares of its Class B
Non-Voting Common Stock occurred at the time that shares of the Class B Non-Voting Common
Stock were issued to Société Générale S.A. (“Société Générale”). The Company’s
issuance of shares of Class A Common Stock upon the conversion of shares of Class B
Non-Voting Common Stock is exempted from the registration requirements of Section 5 of
the Securities Act of 1933, as amended (the “Securities Act”), under Section
3(a)(9), Section 4(2) and/or Regulation D thereof or promulgated thereunder. The Company
is registering at this time the resale of these
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U.S. Securities and Exchange Commission
July 11, 2011
Page 3
underlying shares of Class A Common Stock by the converting
holder or converting holders, consistent
with certain of its contractual obligations.
Primary Offering of Class A Common Stock. The Company respectfully submits that the
primary offering of the Class A Common Stock underlying outstanding shares of its Class B
Non-Voting Common Stock occurred concurrently with the primary offering of the Class B
Non-Voting Common Stock. Section 2(a)(3) of the Securities Act defines the term “offer”
to “include every attempt or offer to dispose of, or solicitation of an offer to buy, a
security or interest in a security, for value.” Section 2(a)(3) also provides that the
“issue or transfer of a right or privilege . . . giving the holder of such security the
right to convert such security into another security of the same issuer . . . , which
right cannot be exercised until some future date, shall not be deemed to be an offer or
sale of such other security.” The Staff has advised that the offer of a convertible
security constitutes a concurrent offer of the underlying security when the overlying
security is convertible within one year of its issuance. See Securities Act
Sections Compliance and Disclosure Interpretation (“CDI”) Question 103.04 (“Because the
securities are convertible or exercisable within one year, an offering of both the
overlying security and underlying security is deemed to be taking place.”). Each share
of Class B Non-Voting Common Stock is convertible into a share of Class A Common Stock
once transferred to a third party not affiliated with Société Générale. By the terms of
the Class B Non-Voting Common Stock, such transfer could have occurred, and thus the
Class B Non-Voting Common Stock could have been converted, within one year of the
issuance of the stock to Société Générale. Accordingly, the offering by the Company of
the interest in the underlying Class A Common Stock occurred simultaneously with the
offer and sale of the overlying Class B Non-Voting Common Stock.
Exemptions for Conversion of Class B Non-Voting Common Stock. The Company believes
that issuance of shares of Class A Common Stock upon the conversion of shares of Class B
Non-Voting Common Stock is exempted from the registration requirements of Section 5 of
the Securities Act under Section 3(a)(9), Section 4(2) and/or Regulation D thereof or
promulgated thereunder.
Section 3(a)(9) of the Securities Act exempts from the registration requirements of
Section 5 “any security exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or given directly or
indirectly for soliciting such exchange.” Upon a conversion of shares of Class B
Non-Voting Common Stock by a security holder, the Company will issue shares of Class A
Common Stock to such existing security holder and no commission or other remuneration
will be paid or given directly or indirectly for soliciting such security exchange.
In addition, Section 4(2) of the Securities Act and/or Regulation D promulgated
thereunder exempts from the registration requirements of Section 5 a
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U.S. Securities and Exchange Commission
July 11, 2011
Page 4
transaction by an issuer not involving a public offering. The issuance by the
Company of shares of Class A Common Stock upon conversion of the Class B Non-Voting
Common Stock may qualify for this exemption, particularly where, as is likely here, (1)
there would be one or very few converting holders, (2) such converting holder or holders
would be accredited investors within the meaning of Rule 501 under the Securities Act or
would, either alone or with his purchaser representative(s), have such knowledge and
experience in financial and business matters that he was capable of evaluating the merits
and risks of the prospective investment, (3) any information required to be provided to
such converting holder or converting holders pursuant to Rule 502(b) would be furnished
to such holder or holders, (4) neither the Company nor any person acting on its behalf
would offer or sell the underlying shares of Class A Common Stock by any form of general
solicitation or general advertising, and (5) the Company would exercise reasonable care
to assure that the converting holder or converting holders were not underwriters within
the meaning of Section 2(a)(11) of the Securities Act.
Rationale for Registering Underlying Class A Common Stock. The Class B Non-Voting
Common Stock was offered and sold as part of a private placement of the Company’s Common
Stock and two warrants exercisable for an aggregate of 482,625 shares of Common Stock
(the “Warrants”) in June and July 2010, pursuant to the exemptions from
registration provided by Rule 144A, Regulation S and Regulation D promulgated under the
Securities Act (the “Private Placement”). In connection with the Private
Placement, the Company entered into a certain Registration Rights Agreement (the
“Rights Agreement”), dated as of June 4, 2010, with the initial purchaser and
placement agent, FBR Capital Markets & Co. Consistent with the rights afforded by the
Rights Agreement, the Company is registering for resale the shares of Class A Common
Stock underlying the Class B Non-Voting Common Stock, in addition to the Class B
Non-Voting Common Stock, thereby enabling the converting holder or converting holders to
resell the shares of Class A Common Stock following conversion. The Staff’s guidance
states that an issuer may file a registration statement for the resale of common stock
issuable, but not yet issued, on conversion of privately placed convertible securities.
See Securities Act Sections CDI Question 139.10 (affirming that an issuer may use Form S-3
to register the resale of common stock issuable upon conversion of outstanding
convertible securities). The Company accordingly included both the overlying Class B
Non-Voting Common Stock and the underlying Class A Common Stock in the Registration
Statement.
2.
We note that your Class B Non-Voting Common Stock is not currently listed on any
national securities exchange or market system yet the selling stockholders wish to
sell their shares at the market or at negotiated prices. Schedule A, paragraph 16,
and Item 501(b)(3) of Regulation S-K require you to include in the registration
statement either a price range or a formula or method used to calculate the price.
As such, please disclose the price at which the selling
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U.S. Securities and Exchange Commission
July 11, 2011
Page 5
stockholders of your Class B
Non-Voting Common Stock will sell their shares. Please also revise your disclosure
throughout your prospectus to reflect that your Class B Non-Voting Common Stock will
be sold at the stated fixed price unless and until a trading market develops for the
stock.
RESPONSE TO COMMENT 2
The
Company respectfully submits that it is impracticable at this time to state a price to the public for the shares of
Class B Non-Voting Common Stock in the absence of a trading market for that class of
stock. However, the Company treats the Class A Common Stock and the Class B Non-Voting
Common Stock equally and identically, except with respect to voting rights and conversion
rights, and the Class B Non-Voting Common Stock, once convertible, converts to Class A
Common Stock on a one-to-one basis. The Company therefore anticipates that the Class B
Non-Voting Common Stock will be sold at a privately negotiated price that is based,
entirely or in part, upon the market price of shares of the Class A Common Stock. The
Company has revised the disclosure on page 167 accordingly.
3.
Given the nature of the resale offerings and their size relative to the number of
shares of Class A Common Stock and Class B Non-Voting Common Stock currently held by
non-affiliates, the subject transactions may be indirect primary offerings to the
public. Please provide us with a detailed analysis as to why the proposed offerings
are appropriately characterized as transactions eligible to be made under Rule
415(a)(1)(i) of Regulation C. Please refer to Question 612.09 of our Securities Act
Rules Compliance and Disclosure Interpretations available on our website.
RESPONSE TO COMMENT 3
The Company respectfully submits that the resale offerings of shares of its Common
Stock included in the Registration Statement are appropriately characterized as
transactions eligible to be made under Rule 415(a)(1)(i) of Regulation C, and are not
indirect primary offerings.
Rule 415(a)(1)(i) provides that “[s]ecurities may be registered for an offering to
be made on a continuous or delayed basis in the future, [p]rovided, [t]hat . . . [t]he
registration statement pertains only to . . . [s]ecurities which are to be offered or
sold solely by or on behalf of a person or persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary.” The
shares of the
Company’s Common Stock included in the Registration Statement are being offered or
sold solely by stockholders of the Company, not by the Company, a subsidiary of the
Company, or a person of which the Company is a subsidiary. Moreover, the Company will
receive none of the proceeds from the sale of any such shares of Common Stock.
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U.S. Securities and Exchange Commission
July 11, 2011
Page 6
In addition to the question of who receives the proceeds of an offering, the Staff
has taken the position that whether a purported secondary offering is in fact a primary
offering requires consideration of “how long the selling shareholders have held the
shares, the circumstances under which they received them, their relationship to the
issuer, the amount of shares involved, whether the sellers are in the business of
underwriting securities, and finally, whether under all the circumstances it appears that
the seller is acting as a conduit for the issuer.” Securities Act Rule CDI Question
612.09. The Company respectfully submits that analysis of these and other factors
confirms that the resale offerings of shares of its Common Stock constitute genuine
secondary offerings and not primary offerings, for the following reasons:
Length of Time the Selling Stockholders Have Held the Shares. As of July 14, 2011,
more than one year will have passed since the sales by the Company of all outstanding
shares of Common Stock that are included in the Registration Statement and of the
Warrants for which the underlying shares are also
included in the Registration Statement. An aggregate of 875,000 shares of Common Stock
were sold and issued by the Company from February 5, 2010 through April 20, 2010. On
June 4, 2010, the main closing date of the Private Placement, the Company sold and issued
56,944,444 shares of its Common Stock, as well as the Warrants, to qualified
institutional buyers and accredited investors pursuant to Rule 144A and Regulation D,
respectively, promulgated under the Securities Act, and in transactions outside of the
United States pursuant to Regulation S promulgated under the Securities Act. In
addition, an aggregate of 7,550,205 shares of Common Stock were sold and issued by the
Company in related overallotment option closings on June 18, 2010, June 30, 2010, July 7,
2010, and July 13, 2010. Selling stockholders who are executive officers or directors of
the Company and certain stockholders affiliated with such individuals are subject to
various lock-up agreements that were entered into in connection with the Private
Placement and the Company’s subsequent initial public offering of its Class A Common
Stock. In aggregate, these lock-up arrangements prohibit these stockholders from selling
shares included in the Registration Statement until October 15, 2
2011-05-19 - UPLOAD - AIR LEASE CORP
May 19, 2011 John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067 Re: Air Lease Corporation Registration Statement on Form S -1 Filed April 29, 2011 File No. 333 -173817 Dear Mr. Plueger : We have limited our review of your registration statement to those issues we have addressed in our 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. Where 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. General 1. We note that you are registering the resale of the Class A Common St ock underlying the Class B Non -Voting Common Stock, and we have the following comments: • Please explain your rationale for registering at this time the resale of the underlying Class A Common Stock. In this regard, we note that the overlying Class B Non- Voting Common Stock is not convertible until it is transferred to a third party unaffiliated with Société Générale S.A. and that Société Générale S.A. wholly -owns Genefinance S.A., which presently owns all of your outstanding Class B Non- Voting Common Stock. John L. Plueger Air Lease Corporation May 19, 2011 Page 2 • Given that the Class B Non- Voting Common Stock is not convertible until it is transferred, please provide us with your analysis as to whether the primary offering of the underlying Class A Common Stock either occurred simultaneously with the primary offering of the overlying Class B Non- Voting Common Stock or will occur only after a third party unaffiliated with Société Générale S.A. acquires ownership of the Class B Non -Voting Common Stock. • Please identify , and describe the facts that support the av ailability of, the exemption (s) from registration covering the sale of the underlying Class A Common Stock upon a transferee’s conversion of the Class B Non- Voting Common Stock. 2. We note that your Class B Non- Voting Common Stock is not currently listed on any national securities exchange or market system yet the selling stockholders wish to sell their shares at the market or at negotiated prices. Schedule A, paragraph 16, and Item 501(b)(3) of Regulation S -K require you to include in the registration statement either a price range or a formula or method used to calculate the price. As such, please disclose the price at which the selling stockholders of your Class B Non- Voting Common Stock will sell their shares. Please also revise your disclosure throughout your prospectus to reflect that your Class B Non -Voting Common Stock will be sold at the stated fixed price unless and until a trading market develops for the stock. 3. Given the nature of the resale offerings and their size relative to the number of shares of Class A Common Stock and Class B Non- Voting Common Stock currently held by non - affiliates, the subject transactions may be indirect primary offerings to the public. Please provide us with a detailed analysis as to why the proposed offerings are appropriately characterized as transactions eligible to be made under Rule 415(a)(1)(i) of Regulation C. Please refer to Question 612.09 of our Securities Act Rules Compliance and Di sclosure Interpretations available on our website. Selling stockholders, page 130 4. Please complete your disclosure under this heading in the following manner: • Provide the disclosure required by Item 507 of Regulation S -K by, among other things, indicating the number of shares and, if greater than one percent, the percentage of outstanding common stock each selling stockholder will hold upon completion of the offerings assuming all of the shares covered by the re gistration statement are sold. • Identify each selling stockholder and indicate which, if any, selling stockholder is a broker -dealer or an affiliate of a broker -dealer. John L. Plueger Air Lease Corporation May 19, 2011 Page 3 • Identify the natural persons who have voting and/or dispositive authority over the common stock beneficially owned by a ny legal entities. Please refer to Question 140.02 of our Regulation S -K Compliance and Disclosure Interpretations available on our website. • Describe the transactions pursuant to which each selling stockholder acquired its shares and indicate the dates on which each transaction took place. Item 17. Undertakings, page II -6 5. Please provide the undertaking required by Item 512(a)(5)(ii) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsibl e for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknow ledging that: • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. John L. Plueger Air Lease Corporation May 19, 2011 Page 4 Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Hagen Ganem, Staff Attorney, at (202) 551- 3330 or me at (202) 551- 3397 with any questions. Sincerely, Jay Ingram Legal Branch Chief cc: Robert B. Knauss , Esq. Mark H. Kim, Esq. Munger, Tolles & Olson LLP (via facsimile at (213) 683- 5137)
2011-04-08 - CORRESP - AIR LEASE CORP
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[COMPANY LETTERHEAD]
April 8, 2011
VIA EDGAR AND FACSIMILE
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Ms. Jennifer Hardy
Re:
Air Lease Corporation
Registration Statement on Form S-1 (File No. 333-171734); and
Registration Statement on Form 8-A (File No. 001-35121)
Acceleration Request
Requested Date: April 8, 2011
Requested Time: 5:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
Air Lease Corporation (the “Company”) hereby respectfully requests that the
above-referenced registration statement on Form S-1 (the “Registration Statement”) be
declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable, or at such later time as the Company or its counsel may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Company
also requests that the above-referenced registration statement on Form 8-A filed with the
Commission on April 4, 2011 (the “Form 8-A”) be declared effective concurrently with the
Registration Statement.
U.S. Securities and Exchange Commission
April 8, 2011
Page 2 of 3
The Company hereby authorizes each of Robert B. Knauss, Mark H. Kim and Katherine Ku of
Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf.
In connection with this acceleration request, the Company hereby acknowledges that:
•
should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;
•
the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and
•
the Company may not assert comments that it has received from the Staff
and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the Registration Statement.
We request that we be notified of the effectiveness of the Registration Statement by telephone
call to Mr. Knauss at (213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective
to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South
Grand Avenue, 35th Floor, Los Angeles, California 90071-1560.
Under separate cover, J. P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as
representatives of the underwriters of the issuance of the securities being registered, are sending
the Commission a letter joining in this request for acceleration of the effective date of the
Registration Statement. The representatives will also provide you with information with respect to
the status of the Financial Industry Regulatory Authority’s review of the Registration Statement
prior to the effective date, including acknowledgment of their obligations under FINRA Rule 5110.
* * *
U.S. Securities and Exchange Commission
April 8, 2011
Page 3 of 3
Please direct any questions or comments regarding this acceleration request to Mr. Knauss at
(213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Very truly yours,
AIR LEASE CORPORATION
/s/ Grant A. Levy
By:
Grant A. Levy
Title:
Executive Vice President, General
Counsel and Secretary
cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer
John L. Plueger, President and Chief Operating Officer
Robert B. Knauss, Munger, Tolles & Olson LLP
Mark H. Kim, Munger, Tolles & Olson LLP
Joseph A. Hall, Davis Polk & Wardwell LLP
2011-04-08 - CORRESP - AIR LEASE CORP
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April 8, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734
Dear Sir/Madam:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of
Air Lease Corporation (the “Company”) for acceleration of the effective date of the above-captioned
Registration Statement so that it becomes effective at 5:00 P.M. Eastern Time on April 8, 2011, or
as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated April 4, 2011:
(i)
Dates of Distribution: April 4, 2011 through the date hereof
(ii)
Number of prospective Underwriters to whom the preliminary prospectus was furnished:
9
(iii)
Number of preliminary prospectuses furnished to investors: approximately 6,400
(iv)
Number of preliminary prospectuses distributed to others, including the Company, the
Company’s counsel, independent accountants and Underwriters’ counsel: approximately 185
We have and will, and we have been informed by the participating Underwriters that they have
and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.
The Underwriters have heretofore made all required filings with the Financial Industry
Regulatory Authority (“FINRA”) with respect to the offering (the “Offering”) of Class A Common
Stock contemplated by the Registration Statement, and are not aware of any objection that FINRA may
have to the amount of compensation to be allowed or paid to the Underwriters or any other
arrangements among the Company, the Underwriters and other broker dealers
Securities and Exchange Commission
April 8, 2011
participating in the Offering. However in view of the fact that the Company and the
Underwriters had not anticipated requesting acceleration of the effective date of the Registration
Statement until April 18, 2011, and are only doing so today in view of the uncertainty created by
the potential shut-down of the Federal Government at midnight tonight, the Underwriters have not at
this juncture received a statement (a “no-objections letter”) from FINRA expressing no objections
to such compensation and other arrangements. Rule 461(b)(6) under the Act provides that in
determining the date on which a registration statement shall become effective, the Securities and
Exchange Commission (the “Commission”) will consider, among other things, whether such a
no-objections letter has been issued in determining whether the statutory standards of Section 8(a)
of the Act have been met, and Rule 461(b) indicates that if such a no-objections letter has not
been issued, the Commission “may” refuse to accelerate the effective date of the registration
statement. We note that the Commission (or the Staff acting pursuant to delegated authority) is
not precluded by Rule 461 from declaring a registration statement effective in the absence of a
FINRA no-objections letter, and we believe that the exigent circumstances created by the potential
shut-down of the Federal Government provide ample justification for not requiring such a
no-objections letter prior to declaring the Company’s Registration Statement effective.
To ensure that an effectiveness declaration will not in any way contravene the public interest
or the protection of investors, we hereby confirm, as representatives of the several Underwriters,
that the Underwriters are fully aware of their obligations under FINRA Rule 5110 (Corporate
Financing Rule — Underwriting Terms and Arrangements), and in particular are aware that no FINRA
member or person associated with a FINRA member may participate in any manner in any public
offering of securities subject to FINRA Rule 5110 unless documents and information as specified
therein relating to the offering have been filed with and reviewed by FINRA. The Underwriters
hereby confirm that they will comply fully with FINRA Rule 5110, and in particular that they do not
intend to, and will not, enter into an underwriting agreement with the Company for the Offering or
confirm sales of the Class A Common Stock to investors in the Offering unless and until FINRA has
issued a no-objections letter with respect to the Offering.
Securities and Exchange Commission
April 8, 2011
Very truly yours,
J. P. MORGAN SECURITIES LLC
CREDIT SUISSE SECURITIES (USA) LLC
Acting severally on behalf of themselves and the several Underwriters
By:
J. P. MORGAN SECURITIES LLC
By:
/s/ Nurten Goksu Yolac
Name:
Nurten Goksu Yolac
Title:
Executive Director
By:
CREDIT SUISSE SECURITIES (USA) LLC
By:
/s/ Andrew Rosenburgh
Name:
Andrew Rosenburgh
Title:
Managing Director
2011-03-25 - CORRESP - AIR LEASE CORP
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[Munger, Tolles & Olson LLP Letterhead]
March 25, 2011
VIA EDGAR AND FEDERAL EXPRESS
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Ms. Jennifer Hardy
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Amendment No. 2 filed on February 22, 2011
Amendment No. 3 filed on March 7, 2011
Amendment No. 4 filed on March 11, 2011
Amendment No. 5 filed on March 25, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to the comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated March 21, 2011 relating to the above-referenced
registration statement (the “Registration Statement”) filed with the Commission on Form S-1
(File No. 333-171734) on January 14, 2011, amended by exhibits-only filings on February 14,
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 25, 2011
Page 2
2011 and March 7, 2011, and amended on February 22, 2011 and March 11, 2011 (the Registration Statement
as amended on March 11, 2011, “Amendment No. 4”).
The Company is concurrently filing via EDGAR Amendment No. 5 to the Registration Statement
(“Amendment No. 5”), marked in accordance with Rule 310 of Regulation S-T. For the
convenience of the Staff, we are supplementally providing five (5) blacklined copies, complete with
exhibits, of Amendment No. 5, marked to show changes from Amendment No. 4 filed on March 11, 2011.
In this letter, we have recited the comment from the Staff in italicized type and have
followed such comment with the Company’s response.
General
1.
We note your response to prior comment three in our letter dated March 7, 2011.
Please tell us whether or not to the best of your knowledge, understanding and belief
your aircraft are used or will be used on routes to Iran, Syria and/or Sudan by Air
Arabia and Etihad Airways.
RESPONSE TO COMMENT 1
The Company respectfully refers the Staff to its response to comment three set forth in its
letter to the Staff dated March 11, 2011. As stated in that response, the Air Arabia lease
requires the lessee (i) to comply with all applicable laws, including all laws applying to the
Company, (ii) to ensure that the aircraft is not used for any illegal purpose and (iii) to not
cause or permit the aircraft to proceed to, or remain at, any country to which the export and/or
use of Airbus aircraft is not permitted under any sanction orders or legislation promulgated by any
country having jurisdiction over the Company. The Etihad Airways lease prohibits the use or
operation of aircraft in violation of any applicable law, rule or regulation, and further prohibits
the lessee from causing or permitting the aircraft to be flown or transported to any airport or
jurisdiction if so doing would cause the Company to be in violation of the laws, rules, regulations
or decrees of the U.S. or to be in breach of any U.S. sanction. The Company is not aware of any
past or current violation of these contractual provisions, including any past or current violation
involving the use of the Airbus aircraft subject to these leases on routes to Iran, Syria and/or
Sudan.
* * * * *
The Company is supplementally providing the Staff, under separate cover, a draft of the
opinion of Munger, Tolles & Olson LLP that the Company anticipates filing as Exhibit 5.1 to its
next amendment to the Registration Statement.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 25, 2011
Page 3
The Company supplementally advises the Staff that it is currently in negotiations to amend the
Warehouse Loan Agreement filed as Exhibit 10.1 to the Registration Statement on January 14, 2011.
If that amendment (the “Warehouse Loan Agreement Amendment”) is executed prior to the time
that the Company files its next amendment to the Registration Statement, the Company anticipates
filing the Warehouse Loan Agreement Amendment as an exhibit to such amendment to the Registration
Statement and adding additional disclosure to the prospectus contained in such amendment describing
certain terms of the Warehouse Loan Agreement Amendment. The Company is supplementally providing
the Staff, under separate cover, marked pages from the prospectus contained in Amendment No. 5 that
reflect the additional disclosure that the Company anticipates it will add to the prospectus
contained in its next amendment to the Registration Statement if the Warehouse Loan Agreement
Amendment, as currently contemplated, is executed prior to the filing of such amendment.
The Company further supplementally advises the Staff that it is currently in negotiations to
issue $100–120 million of five-year bonds in a private placement with two qualified institutional
buyers. The bonds would bear interest at a fixed rate of approximately 6.00%. If the closing of
this bond issuance is completed prior to the time that the Company files its next amendment to the
Registration Statement, the Company anticipates disclosing the above terms of this issuance under “Management’s
discussion and analysis of financial condition and results of operations—Liquidity and capital
resources—Recent initiatives” (currently on page 55 of Amendment No. 5) and Note 13. Subsequent Events to the financial statements
(currently on page F-22 of Amendment No. 5).
Please do not hesitate to contact Rob Knauss at (213) 683-9137 or me at (213) 683-9144 with
any questions or comments regarding this response letter or Amendment No. 5. Thank you for your
assistance.
Respectfully submitted,
/s/ Mark H. Kim
Mark H. Kim
Encls.
cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)
John L. Plueger, President and Chief Operating Officer (w/o encls.)
Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)
Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)
Joseph A. Hall, Davis Polk & Wardwell LLP (w/o encls.)
2011-03-21 - UPLOAD - AIR LEASE CORP
March 21, 2011 John L. Plueger President & Chief Operating Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 600N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 4 to Registrati on Statement on Form S-1 Filed March 11, 2011 File No. 333-171734 Dear Mr. Plueger: We have reviewed your amended registra tion statement and response letter filed March 11, 2011 and have the following comment. After reviewing any amendment to your re gistration statement and the information you provide in response to the comment, we may have additional comments. General 1. We note your response to prior comment thr ee in our letter dated March 7, 2011. Please tell us whether or not to the best of your knowledge, understanding and belief your aircraft are used or will be used on routes to Iran, Syria and/or Sudan by Air Arabia and Etihad Airways. You may contact Kevin Stertzel at (202) 551-3723 or, in hi s absence, Anne McConnell, at (202) 551-3709 if you have ques tions regarding financial statem ents and related matters. You may contact Jennifer Hardy at (202) 551-3767 if you have questi ons regarding the comment on contacts with Iran, Syria and Sudan. Please contact Chambre Malone at (202) 551-3262 or, in her absence, me at (202) 551-3765 with any other questions. Sincerely, Pamela Long Assistant Director Mr. John L. Plueger Air Lease Corporation March 21, 2011 Page 2 cc: Robert B. Knauss, Esq. ( via facsimile at (213) 683-5137) Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071
2011-03-11 - CORRESP - AIR LEASE CORP
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[Munger,
Tolles & Olson LLP Letterhead]
March 11, 2011
VIA
EDGAR AND FEDERAL EXPRESS
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
U.S. Securities and Exchange Commission
Mark.Kim@mto.com
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Ms. Jennifer Hardy
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Amendment No. 2 filed on February 22, 2011
Amendment No. 3 filed on March 7, 2011
Amendment No. 4 filed on March 11, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated March 7, 2011 relating to the above-referenced
registration statement (the “Registration Statement”) filed with the Commission on Form S-1
(File No. 333-171734) on January 14, 2011, amended by
exhibits-only filings on February 14, 2011
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 2
and March 7, 2011, and amended on February 22, 2011 (the Registration Statement as amended on
February 22, 2011, “Amendment No. 2”).
The Company is concurrently filing via EDGAR Amendment No. 4 to the Registration Statement
(“Amendment No. 4”), marked in accordance with Rule 310 of Regulation S-T. For the
convenience of the Staff, we are supplementally providing five (5) blacklined copies, complete with
exhibits, of Amendment No. 4, marked to show changes from Amendment No. 2 filed on February 22,
2011.
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in the Registration Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s
comments correspond to the pagination of Amendment No. 4.
General
1.
We note that you have requested confidential treatment for portions of several
exhibits filed with your registration statement. We will send our comments on your
confidential treatment applications under separate cover. Please be advised that we
will not accept a request for acceleration until all comments on the confidential
treatment applications are resolved.
RESPONSE TO COMMENT 1
The Company respectfully acknowledges the Staff’s comment.
2.
We note from pages 1, 4, 75 and 77 of your Form S-1 that you lease aircraft to
airline customers in the Middle East and Africa. Iran and Syria, located in the Middle
East, and Sudan, located in Africa, are identified by the State Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.
We note that your Form S-1 does not include disclosure regarding contacts with Iran,
Syria or Sudan. Please describe to us the nature and extent of your past, current, and
anticipated contacts with the referenced countries, if any, whether through
subsidiaries, lessees, customers or other direct or indirect arrangements. In this
respect, we note from your Form S-1 and from your website that you lease planes to
Saudi Arabia’s Air Arabia and UAE’s Etihad Airways and note from each of these
company’s websites that they fly to cities in Iran, Syria and Sudan. Your response
should describe any services or products you have provided to Iran, Syria or Sudan
and any agreements, commercial arrangements, or other contacts you have had with the
governments of these countries or entities controlled by these governments.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 3
RESPONSE TO COMMENT 2
The Company respectfully advises the Staff that it has, and has had, no contact with Iran,
Syria or Sudan, the governments of Iran, Syria or Sudan, or entities controlled by these
governments regarding any commercial agreements, arrangements, services or products, nor does it
anticipate having any such contact while current U.S. economic sanctions and export controls remain
in place.
3.
Please tell us whether your agreements with Air Arabia, Etihad Airways and other
customers prohibit the use of aircraft leased from you on routes serving Iran, Syria
and/or Sudan and if not, whether to the best of your knowledge, understanding and belief
your aircraft are used or will be used on such routes.
RESPONSE TO COMMENT 3
The Company’s form aircraft lease agreement prohibits the use or operation of aircraft in
violation of any applicable law. The agreement further prohibits the lessee from causing aircraft
to be flown or transported to any airport or jurisdiction if so doing would violate any applicable
law. The one Airbus aircraft on lease to Air Arabia LLC (organized in the United Arab Emirates)
and the one Airbus aircraft on lease to Etihad Airways PJSC (also organized in the United Arab
Emirates) were subject to already existing leases at the time they were acquired by the Company.
The Air Arabia lease requires the lessee (i) to comply with all applicable laws, including all laws
applicable to the Company, (ii) to ensure that the aircraft is not used for any illegal purpose and
(iii) to not cause or permit the aircraft to proceed to, or remain at, any country to which the
export and/or use of Airbus aircraft is not permitted under any sanction orders or legislation
promulgated by any country having jurisdiction over the Company. The Etihad Airways lease was
amended and restated and contains provisions substantially similar to the provisions from the
Company’s form aircraft lease agreement described above.
Prospectus summary, page 1
Operations to date, page 2
Aircraft purchase commitments, page 2
4.
We note your response to comment 12 in our letter dated February 10, 2011.
However, please confirm to us that there are currently no significant probable
acquisitions for which historical financial statements could be required.
RESPONSE TO COMMENT 4
The Company respectfully refers the Staff to its response to comment 37 set forth in its
letter to the Staff dated February 22, 2011. Based on the principles supporting the analysis set
forth in the Company’s response to comment 37, the Company advises the Staff that it has
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 4
concluded that there are currently no significant probable acquisitions of aircraft for which
historical financial statements would be required.
Enter into strategic ventures, page 4
5.
We note your response to comment 15 in our letter dated February 10, 2011.
Please revise your disclosure in this section to include the information contained
in your response.
RESPONSE TO COMMENT 5
The
Company has revised the disclosure on pages 4 and 84 to reflect the Staff’s comment.
Increases in fuel costs could materially adversely affect our leases and by extension the
demand for our aircraft, page 34
6.
We note your discussion of the risk of fuel cost increases “that could occur in
the future” and your reference to the high cost of fuel in 2008. Please revise your
disclosure to discuss how your business has been, is or may be impacted by the
current rising oil prices, which have reportedly risen to levels not seen
since 2008. For example, we note recent news reports that the IATA has downgraded
its 2011 airline profitability forecast. Please further discuss the increasing
pressure on the world oil supply due to the ongoing unrest in Libya and the Middle
East and how those current conflicts may impact fuel costs, which may in turn
adversely impact demand for your aircraft.
RESPONSE TO COMMENT 6
The
Company has revised the disclosure on pages 8 and 34 to reflect the Staff’s comment.
Provisions in Delaware law and our restated certificate of incorporation and amended
and restated bylaws . . . , page 41
7.
We note your disclosure in the last paragraph on page 134. Please revise this
risk factor to also reference the forum selection clause in your amended and
restated bylaws.
RESPONSE TO COMMENT 7
The Company has revised the disclosure on page 42 to reflect the Staff’s comment.
Use of proceeds, page 43
8.
We note your response to comment 21 in our letter dated February 10, 2011.
Please revise your disclosure to include the factors you list in your response.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 5
RESPONSE TO COMMENT 8
The Company has revised the disclosure on page 44 to reflect the Staff’s comment.
Overview of the aircraft leasing industry, page
63
Worldwide airline industry outlook, page
64
9.
We note that you have shifted your discussion in this section from primarily
discussing the airline industry’s profitability to focusing on the growth rates for
passenger and cargo traffic. Please tell us what consideration you have given to
disclosing, in quantitative terms, that IATA’s current 2011 airline profitability
forecast represents a significant decrease from the actual reported 2010
airline industry net profits of approximately $16 billion. Please also tell us your
basis for concluding that this information is not material to potential investors in
your company.
RESPONSE TO COMMENT 9
The
Company has received a revised report from AVITAS that, among other
things, compares IATA’s March 2011 estimate
of 2010 airline profitability with its March 2011 airline profitability forecast, and has
reflected that revised report in the section of the prospectus titled “Overview of the aircraft
leasing industry—Worldwide airline industry outlook.”
Specifically, the disclosure on pages 68–70
has been revised to more fully address the topic of forecasted airline industry profitability. In
addition, the Company has also revised the disclosure on page 54.
Executive compensation, page 100
Elements of the executive compensation program, page
103
Annual bonus, page 103
10.
We note your response to comment 30 in our letter dated February 10, 2011 and
your revised disclosure in the third paragraph on page 103. We reissue the comment.
Please note that we are requesting disclosure of the company financial performance
targets and individual objectives applicable to each named executive officer with
respect to the annual bonuses awarded for 2010. Please refer to Items 402(a)(4),
(b)(2)(v) and (b)(2)(vii) of Regulation S-K. Please also disclose the actual
results with respect to each performance target and individual objective for each
named executive officer.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 6
RESPONSE TO COMMENT 10
The Company has revised the disclosure on page 107 to reflect the Staff’s comment.
11.
Please disclose when the annual bonuses were awarded to the named executive
officers and how the compensation committee determined when to grant the awards.
See Item 402(b)(2)(iv) of Regulation S-K.
RESPONSE TO COMMENT 11
The
Company has revised the disclosure on pages 107–108 to reflect the Staff’s comment.
Employment agreements and arrangements, page 110
12.
We note your disclosure in the second and third paragraphs on page 112
regarding the 2011 base salary increases for Mr. Levy and Mr. Chen. Please revise
your disclosures with respect to Mr. Levy and Mr. Chen on page 112 to specifically
disclose why their base salaries were increased for 2011.
RESPONSE TO COMMENT 12
The
Company has revised the disclosure on page 117 to reflect the Staff’s comment.
Certain material U.S. federal income tax considerations . . . , page 139
13.
We note your response to comment 34 in our letter dated February 10, 2011. Please
delete “certain” from the title of this section and in the first sentence as it implies
that you are only discussing some, but not all, of the material tax consequences.
RESPONSE TO COMMENT 13
The
Company has revised the disclosure on page 144 to reflect the Staff’s comment.
Consolidated Financial Statements
Consolidated Statement of Cash Flows, page F-6
14.
We note your response to comment 37 in our letter dated February 10, 2011.
However, in order for investors to fully understand why historical financial statements
have not been presented, we continue to believe that you should provide additional
disclosures in MD&A that better explain the transactions that resulted in the
acquisition of your current fleet, as noted in your response. It appears to us that
your disclosures should include: the number of aircraft you acquired subject to
existing
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
March 11, 2011
Page 7
leases; the number of owners and operators from who you acquired aircraft; and the size
ranges of your individual acquisition transactions.
RESPONSE TO COMMENT 14
The
Company has revised the disclosure on page 53 to reflect the Staff’s comment.
Note
1 - Summary of Significant Accounting Policies, page
F-7
c. Rental of Flight Equipment, page F-7
15.
We note your response to comment 39 in our letter dated February 10, 2011.
However, we continue to believe that you should provide additional disclosures under
critical accounting policies in MD&A that better explain when and how you determine
the portion of supplemental maintenance rent that you are virtually certain will not
be reimbursed to the lessee, as noted in your response.
RESPONSE TO COMMENT 15
The
Company has revised the disclosure on pages 61–63 to reflect the Staff’s comment.
Please do not hesitate to contact Rob Knauss at (213) 683-9137 or me at (213) 683-9144 with
any questions or comments regarding this response letter or Amendment No. 4. Thank you for your
assistance.
Respectfully submitted,
/s/
Mark H. Kim
Mark H. Kim
Encls.
cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)
John L. Plueger, President and Chief Operating Officer (w/o encls.)
Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)
Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)
Joseph A. Hall, Davis Polk & Wardwell LLP (w/o encls.)
2011-03-07 - UPLOAD - AIR LEASE CORP
March 7, 2011 John L. Plueger President & Chief Operating Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 600N Los Angeles, CA 90067 Re: Air Lease Corporation Amendment No. 2 to Registrati on Statement on Form S-1 Filed February 22, 2011 File No. 333-171734 Dear Mr. Plueger: We have reviewed your amende d registration statement and response letter filed February 22, 2011 and have the following comments. 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 re gistration statement and the information you provide in response to these comments, we may have additional comments. General 1. We note that you have requested confidential treatment for portions of several exhibits filed with your registration statement. We will send our comments on your confidential treatment applications under separate cover. Please be advised that we will not accept a request for acceleration until all comments on the confidential treatment applications are resolved. 2. We note from pages 1, 4, 75 and 77 of your Form S-1 that you lease aircraft to airline customers in the Middle East and Africa. Ir an and Syria, located in the Middle East, and Sudan, located in Africa, are identified by th e State Department as state sponsors of terrorism, and are subject to U.S. economic sa nctions and export controls. We note that your Form S-1 does not include disclosure re garding contacts with Iran, Syria or Sudan. Please describe to us the nature and extent of your past, curr ent, and anticipated contacts with the referenced countries, if any, whet her through subsidiaries, lessees, customers or other direct or indirect arra ngements. In this respect, we note from your Form S-1 and Mr. John L. Plueger Air Lease Corporation March 7, 2011 Page 2 from your website that you lease planes to Saudi Arabia’s Air Arabia and UAE’s Etihad Airways and note from each of these company’s websites that they fly to cities in Iran, Syria and Sudan. Your response should describe any services or products you have provided to Iran, Syria or Suda n and any agreements, commerci al arrangements, or other contacts you have had with the governments of these countries or entities controlled by these governments. 3. Please tell us whether your agreements w ith Air Arabia, Etihad Airways and other customers prohibit the use of aircraft leased from you on routes serving Iran, Syria and/or Sudan and if not, whether to the best of your knowledge, understanding and belief your aircraft are used or will be used on such routes. Prospectus summary, page 1 Operations to date, page 2 Aircraft purchase commitments, page 2 4. We note your response to comment 12 in our letter dated February 10, 2011. However, please confirm to us that there are curre ntly no significant probable acquisitions for which historical financial st atements could be required. Enter into strategic ventures, page 4 5. We note your response to comment 15 in our letter dated February 10, 2011. Please revise your disclosure in this section to include th e information contained in your response. Increases in fuel costs could materially advers ely affect our leases a nd by extension the demand for our aircraft, page 34 6. We note your discussion of the risk of fuel co st increases “that could occur in the future” and your reference to the high cost of fuel in 2008. Please revise your disclosure to discuss how your business has been, is or may be impacted by the current rising oil prices, which have reportedly risen to levels not seen sinc e 2008. For example, we note recent news reports that the IATA has downgrad ed its 2011 airline profitability forecast. Please further discuss the increasing pressure on the world oil supply due to the ongoing unrest in Libya and the Middle East and how those current conflicts may impact fuel costs, which may in turn adversel y impact demand for your aircraft. Mr. John L. Plueger Air Lease Corporation March 7, 2011 Page 3 Provisions in Delaware law and our restated certificate of incorporation and amended and restated bylaws . . . , page 41 7. We note your disclosure in the last paragraph on page 134. Pleas e revise this risk factor to also reference the forum selection clause in your amended and restated bylaws. Use of proceeds, page 43 8. We note your response to comment 21 in our letter dated February 10, 2011. Please revise your disclosure to include the factors you list in your response. Overview of the aircraft leasing industry, page 63 Worldwide airline i ndustry outlook, page 64 9. We note that you have shifted your discussion in this section from primarily discussing the airline industry’s profitability to focusi ng on the growth rates for passenger and cargo traffic. Please tell us what consideration you have given to disclosing, in quantitative terms, that IATA’s current 2011 airline prof itability forecast represents a significant decrease from the actual reported 2010 airline industry ne t profits of approximately $16 billion. Please also tell us your basis for concluding that this information is not material to potential investors in your company. Executive compensation, page 100 Elements of the executive compensation program, page 103 Annual bonus, page 103 10. We note your response to comment 30 in our letter dated February 10, 2011 and your revised disclosure in the third paragraph on page 103. We reissue the comment. Please note that we are requesting disclosure of th e company financial performance targets and individual objectives applicable to each named executive officer with respect to the annual bonuses awarded for 2010. Please refe r to Items 402(a)(4), (b)(2)(v) and (b)(2)(vii) of Regulation S-K. Please also disclose the actual results with respect to each performance target and individual objective for each named executive officer. 11. Please disclose when the annual bonuses were awarded to the named executive officers and how the compensation committee determined when to grant the awards. See Item 402(b)(2)(iv) of Regulation S-K. Mr. John L. Plueger Air Lease Corporation March 7, 2011 Page 4 Employment agreements and arrangements, page 110 12. We note your disclosure in the second and third paragraphs on page 112 regarding the 2011 base salary increases for Mr. Levy and Mr. Chen. Please revi se your disclosures with respect to Mr. Levy and Mr. Chen on pa ge 112 to specifically disclose why their base salaries were increased for 2011. Certain material U.S. federal income tax considerations . . . , page 139 13. We note your response to comment 34 in our letter dated February 10, 2011. Please delete “certain” from the title of this secti on and in the first sentence as it implies that you are only discussing some, but not all, of the material tax consequences. Consolidated Financial Statements Consolidated Statement of Cash Flows, page F-6 14. We note your response to comment 37 in our letter dated February 10, 2011. However, in order for investors to fully understand why historical financial statements have not been presented, we continue to believe that you should provide additional disclosures in MD&A that better explain the tr ansactions that resulted in the acquisition of your current fleet, as noted in your response. It appears to us that your disclosures should include: the number of aircraft you acquired subject to ex isting leases; the number of owners and operators from who you acquired aircraf t; and the size ranges of your individual acquisition transactions. Note 1 – Summary of Significant Accounting Policies, page F-7 c. Rental of Flight Equipment, page F-7 15. We note your response to comment 39 in our letter dated February 10, 2011. However, we continue to believe that you should provi de additional disclosures under critical accounting policies in MD&A that better explain when and how you determine the portion of supplemental maintenance rent that you are virtually certain will not be reimbursed to the lessee, as noted in your response. You may contact Kevin Stertzel at (202) 551-3723 or, in hi s absence, Anne McConnell, at (202) 551-3709 if you have questions regard ing comments on the financial statements and related matters. You may contact Jennifer Hardy at (202) 551-3767 if you have questions regarding comments on contacts with Iran, Syria a nd Sudan. Please contact Chambre Malone at (202) 551-3262 or, in her absence, me at (202) 551-3765 with any other questions. Mr. John L. Plueger Air Lease Corporation March 7, 2011 Page 5 Sincerely, Pamela Long Assistant Director cc: Robert B. Knauss, Esq. ( via facsimile at (213) 683-5137) Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071
2011-02-22 - CORRESP - AIR LEASE CORP
CORRESP
1
filename1.htm
corresp
[Munger, Tolles & Olson LLP Letterhead]
February 22, 2011
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
VIA EDGAR AND FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Pamela Long
Ms. Chambre Malone
Mr. Kevin Stertzel
Ms. Anne McConnell
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Amendment No. 2 filed on February 22, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated February 10, 2011 relating to the
above-referenced registration statement (the “Registration Statement”) filed with the
Commission on Form S-1 (File No. 333-171734) on January 14, 2011, and amended by an exhibits-only
filing on February 14, 2011 (the Registration Statement as amended, “Amendment No. 1”).
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 2
The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement
(“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T. For
the convenience of the Staff, we are supplementally providing four (4) blacklined copies, complete
with exhibits, of Amendment No. 2, marked to show changes from the Registration Statement filed on
January 14, 2011.
In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in the Registration Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s
comments correspond to the pagination of Amendment No. 2.
General
1.
We note that you have not provided a price range for your offering. Please revise your
filing to include a price range. Since the price range triggers a number of disclosure
matters, we will need sufficient time to process the amendment when it is included. Please
understand that its effect on disclosure throughout may cause us to raise issues on areas not
previously commented upon.
RESPONSE TO COMMENT 1
The Company respectfully acknowledges the Staff’s comment and confirms that it will include a
price range for the offering in a subsequent amendment to the Registration Statement. The Company
further acknowledges that it will need to provide the Staff with sufficient time to process the
amendment when the price range is included.
2.
As soon as practicable, please furnish to us a statement as to whether the amount of
compensation to be paid to the underwriters has been cleared by FINRA. Prior to the
effectiveness of your registration statement, please provide us with a copy of the clearance
letter or a call from FINRA informing us that FINRA has no additional concerns.
RESPONSE TO COMMENT 2
The Company respectfully acknowledges the Staff’s comment and confirms that it will furnish,
as soon as practicable, a statement as to whether the amount of compensation to be paid to the
underwriters has been cleared by the Financial Industry Regulatory Authority (“FINRA”).
The Company further acknowledges that, prior to the effectiveness of the Registration Statement, it
will need to provide a copy of the clearance letter from FINRA to the
Commission or cause FINRA to call the
Commission, in order to inform the Commission that FINRA has no additional concerns.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 3
3.
The preliminary prospectus you circulate must include all information required by U.S.
federal securities laws, except information you may exclude in reliance upon Rule 430A of
Regulation C. We may have additional comments after you fill in all blanks and file all
exhibits, including the legality opinion.
RESPONSE TO COMMENT 3
The Company respectfully acknowledges the Staff’s comment.
4.
Please monitor your requirement to provide updated financial information. Refer to Rule 3-12
of Regulation S-X.
RESPONSE TO COMMENT 4
The Company respectfully acknowledges the Staff’s comment.
5.
Please provide a currently dated, signed auditors’ consent with your next amendment.
RESPONSE TO COMMENT 5
The Company respectfully acknowledges the Staff’s comment and confirms that it has provided a
currently dated, signed auditors’ consent as Exhibit 23.1 to Amendment No. 2.
Industry and market data, page i
6.
We note that your disclosure contains market and industry information from a report prepared
by AVITAS. Please provide us with a copy of the AVITAS report, clearly marked to highlight
the portion or section that contains the information and cross-reference it to the appropriate
location in your filing. We may have additional comments after we review your response.
RESPONSE TO COMMENT 6
The Company respectfully acknowledges the Staff’s comment and is providing the Staff with a
copy of the AVITAS report under separate cover. The report is unmarked as the Company has
incorporated the entirety of the report as the “Overview of the aircraft leasing industry” section
of the Registration Statement.
7.
Please be advised that you are responsible for the information you disclose in your
prospectus. Therefore, please delete the disclaimer in the second sentence regarding the
accuracy and completeness of the market data.
RESPONSE TO COMMENT 7
The Company has revised the disclosure on page i to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 4
Prospectus summary, page 1
8.
We note your reference to market trends in your discussion. Throughout the prospectus,
please revise to state your basis or source for the statements you make with regard to market
information and trends. For example, you have not provided source information for the
statements in the second sentence of the fourth paragraph regarding demand for passenger
airline travel and market saturation, the statement regarding demand and growth in the second
paragraph on page three.
RESPONSE TO COMMENT 8
The
Company has revised the disclosure on pages 1, 3–4 and 7 to reflect the Staff’s comment.
9.
To the extent comments in this section affect other portions of the prospectus, please revise
the prospectus throughout accordingly.
RESPONSE TO COMMENT 9
The Company has revised the disclosure on pages 16, 75 and 79–80 to reflect the Staff’s
comment.
Our company, page 1
10.
We note your statement in the second paragraph that you owned 40 aircraft as of December 31,
2010. Please revise to disclose the number of used and new aircraft that comprise the 40
aircraft.
RESPONSE TO COMMENT 10
The Company has revised the disclosure on pages 1, 52 and 74 to reflect the Staff’s comment.
11.
You state in the second paragraph that all of the aircraft you currently own are leased or
are subject to lease. Please revise to disclose the number of aircraft actually leased and
explain what you mean by “subject to lease” (e.g. does this mean that you have entered into a
binding lease commitment but delivery of the aircraft has not yet occurred?).
RESPONSE TO COMMENT 11
The Company has revised the disclosure on pages 1 and 74 to reflect the Staff’s comment.
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 5
Operations to date, page 2
Current fleet, page 2
12.
We note that you anticipate your fleet will grow to over 100 aircraft at the end of 2011.
Based on the size of your fleet at the end of 2010 and your disclosed purchase commitments in
2011, please clarify how you intend to grow your fleet to over 100 aircraft at the end of
2011. If there are any other probable agreements to acquire aircraft, please disclose and
discuss the terms of those agreements.
RESPONSE TO COMMENT 12
The Company has revised the disclosure on pages 2, 3, 76 and 77 to reflect the Staff’s
comment.
Aircraft purchase commitments, page 2
13.
Please revise the first paragraph on page three to quantify the number of binding and
non-binding lease commitments for the aircraft to be delivered in 2011 and 2012.
RESPONSE TO COMMENT 13
The Company has revised the disclosure on pages 3 and 77 to reflect the Staff’s comment.
Our business and growth strategies, page 3
Capitalize on attractive market opportunities . . . page 3
14.
We note your statement in the fifth sentence. Please revise to disclose why you believe
narrowbody and certain widebody aircraft will continue to experience strong global airline
demand.
RESPONSE TO COMMENT 14
The Company has revised the disclosure on pages 3 and 79 to reflect the Staff’s comment.
Enter into strategic ventures, page 4
15.
Please revise to disclose whether you have any current plans to enter into strategic ventures
with third parties.
RESPONSE TO COMMENT 15
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 6
The Company supplementally advises the Staff that it currently has no binding commitment to
enter into a strategic venture with any third party and has no current plans to enter into any
material strategic ventures in the near term. Accordingly, the Company respectfully submits that
revision of the relevant disclosure would not result in meaningful disclosure to potential
investors in the Company.
Risks affecting us, page 7
16.
Please revise this section to briefly describe key risks and how those risks affect your
company. Your disclosure in this section should be equally prominent as the section
describing your competitive strengths. For example, the use of bulleting and bold type is
helpful for highlighting and distinguishing between the key risks.
RESPONSE TO COMMENT 16
The Company has revised the disclosure on pages 7–8 to reflect the Staff’s comment.
Summary financial information and data, page 10
17.
We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA that you
identify as performance measures. In your disclosures, you indicate that you believe these
measures provide useful information regarding your ability to “service long-term debt and
other fixed obligations” and your ability to “fund expected growth with internally generated
funds”. Based on these disclosures, it is not clear to us how or why you do not believe that
these non-GAAP measures are also liquidity measures. If they are liquidity measures, please
also reconcile them to net cash provided by/used in operating activities and disclose
operating, investing and financing cash flows with equal or greater prominence. If they are
not liquidity measures, please explain why and clarify your current disclosures. This comment
is also applicable to non-GAAP disclosures in selected financial data and MD&A.
RESPONSE TO COMMENT 17
The
Company has revised the disclosure on pages 11–14, 48–51 and 58 to reflect the Staff’s
comment.
Risk factors, page 12
The death, incapacity or departure of key officers . . . page 14
18.
Please revise the risk factor to disclose that you only have employment agreements with Mr.
Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment agreements with
your other senior officers.
RESPONSE TO COMMENT 18
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 7
The Company has revised the disclosure on page 17 to reflect the Staff’s comment.
Our substantial indebtedness incurred to acquire our aircraft requires significant debt service
payments, page 17
19.
The focus of this risk factor is not centered upon your debt service payments, as indicated
in the risk factor heading. Please revise the risk factor to elaborate on the risk that
significant debt service payments pose to your company. Please also discuss the consequences
that could occur if you are unable to make the debt service payments.
RESPONSE TO COMMENT 19
The Company has revised the disclosure on page 20 to reflect the Staff’s comment.
SARS, H1N1 and other epidemic diseases . . . page 32
20.
Please revise this risk factor heading to describe the impact of the risk to your company.
Please similarly revise the next risk factor heading relating to natural disasters.
RESPONSE TO COMMENT 20
The Company has revised the disclosure on page 35 to reflect the Staff’s comment.
Use of Proceeds, page 40
21.
Please state the approximate amount of proceeds intended to be used for each purpose
specified. We also note your disclosure that you will have broad discretion in the use of
proceeds and that the amount and timing of what you actually spend for intended uses of
proceeds may vary significantly. Please note that you may reserve the right to change your
uses of proceeds, provided that such reservation is due to certain contingencies that are
discussed specifically and the alternatives to such use in that event are indicated. Please
see Item 504 of Regulation S-K and Instruction 7 thereto.
RESPONSE TO COMMENT 21
The Company acknowledges the Staff’s comment but respectfully advises the Staff that it is
unable to state the approximate amount of proceeds intended to be used for each purpose specified
(i.e., the acquisition of commercial aircraft and general corporate purposes) because the amount of
cash required for the acquisition of commercial aircraft and general corporate cash needs will vary
depending upon a variety of factors that are unknown at this time, particularly since the Company
was recently organized and is currently in a growth phase. Such factors include the number and
purchase price of aircraft that the Company will ultimately acquire; the types, amounts and terms of
debt and equity financing and credit support the Company will be able to obtain; the number,
pricing and duration of leases the Company executes with customers; and the operating costs of the
Company. The Company respectfully submits that to disclose an
Munger, Tolles & Olson LLP
U.S. Securities and Exchange Commission
February 22, 2011
Page 8
approximate amount of proceeds intended to be used for each purpose specified would imply a level
of specificity that does not currently exist and would not result in meaningful disclosure to
potential investors in the Company.
Management’s Discussion and Analysis of Financial Condition . . . page 47
Liquidity and Capital Resources, page 48
22.
Please expand your disclosures to provide a detailed discussion of the significant and most
restrictive financial and non-financial elements of the loan covenants, related to your
various debt instruments, including, if applicable, actual versus required ratios/amounts.
RESPONSE TO COMMENT 22
The Company respectfully advises the Staff that the Company does not believe that it is, or
that it is reasonably likely that the Company will become, non-compliant with any of its debt
covenants. In addition, the Company respectfully advises the Staff that there are currently
significant cushi
2011-02-11 - CORRESP - AIR LEASE CORP
CORRESP
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MUNGER, TOLLES & OLSON LLP
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FACSIMILE (415) 512-4077
WRITER’S DIRECT LINE
(213) 683-9144
(213) 683-5144 FAX
Mark.Kim@mto.com
February 14, 2011
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re:
Air Lease Corporation
Registration Statement on Form S-1
File No. 333-171734, initially filed on January 14, 2011
Amendment No. 1 filed on February 14, 2011
Ladies and Gentlemen:
On behalf of Air Lease Corporation, pursuant to the provisions of the
Securities Act of 1933, as amended, and Rule 101(a) of Regulation S-T, we are transmitting in
electronic format for filing Amendment No. 1 to the above-referenced Registration Statement on Form S-1.
If you have any questions regarding this transmittal, please contact Robert Knauss at (213)
683-9137 or the undersigned at (213) 683-9144.
Sincerely,
/s/ Mark H. Kim
Mark H. Kim
Enclosures
Cc:
Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o enclosures)
John L. Plueger, President and Chief Operating Officer (w/o enclosures)
Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o enclosures)
Robert B. Knauss, Munger, Tolles & Olson LLP (w/o enclosures)
2011-02-10 - UPLOAD - AIR LEASE CORP
February 10, 2011 John L. Plueger President & Chief Operating Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 600N Los Angeles, CA 90067 Re: Air Lease Corporation Registration Statement on Form S-1 Filed January 14, 2011 File No. 333-171734 Dear Mr. Plueger: We have reviewed your registration statem ent and have the following comments. In some of our comments, we may ask you to provi de 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 re gistration statement and the information you provide in response to these comments, we may have additional comments. General 1. We note that you have not provided a price ra nge for your offering. Please revise your filing to include a price range. Since the pr ice range triggers a nu mber of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its effect on disclosure throughout may cause us to raise issues on areas not previously commented upon. 2. As soon as practicable, please furnish to us a statement as to whether the amount of compensation to be paid to the underwriters has been cleared by FINRA. Prior to the effectiveness of your registration statement, please provide us with a copy of the clearance letter or a call from FINRA in forming us that FINRA has no additional concerns. Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 2 3. The preliminary prospectus you circulate must include all information required by U.S. federal securities laws, except informati on you may exclude in reliance upon Rule 430A of Regulation C. We may have additional comments after you fill in all blanks and file all exhibits, including the legality opinion. 4. Please monitor your requirement to provide updat ed financial information. Refer to Rule 3-12 of Regulation S-X. 5. Please provide a currently dated, signed auditors ’ consent with your next amendment. Industry and market data, page i 6. We note that your disclosure contains mark et and industry information from a report prepared by AVITAS. Please provide us w ith a copy of the AVITAS report, clearly marked to highlight the portion or secti on that contains the information and cross- reference it to the appropriate location in your filing. We may have additional comments after we review your response. 7. Please be advised that you are responsible for the info rmation you disclose in your prospectus. Therefore, please delete the disclaimer in the second sentence regarding the accuracy and completeness of the market data. Prospectus summary, page 1 8. We note your reference to market trends in your discussion. Thr oughout the prospectus, please revise to state your ba sis or source for the statements you make with regard to market information and trends. For example, you have not provided source information for the statements in the second sentence of the fourth paragra ph regarding demand for passenger airline travel and market saturation, the stat ement regarding demand and growth in the second paragraph on page three. 9. To the extent comments in this section a ffect other portions of the prospectus, please revise the prospectus throughout accordingly. Our company, page 1 10. We note your statement in the second paragraph that you owned 40 aircraft as of December 31, 2010. Please revise to disclose th e number of used and new aircraft that comprise the 40 aircraft. 11. You state in the second paragraph that all of the aircraft you currently own are leased or are subject to lease. Please revise to disclo se the number of aircraft actually leased and explain what you mean by “subject to lease” (e .g. does this mean that you have entered into a binding lease commitment but delivery of the aircraft has not yet occurred?). Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 3 Operations to date, page 2 Current fleet, page 2 12. We note that you anticipate your fleet will grow to over 100 aircraft at the end of 2011. Based on the size of your fleet at the end of 2010 and your disclosed purchase commitments in 2011, please clarify how you intend to grow your fleet to over 100 aircraft at the end of 2011. If there are any other probable ag reements to acquire aircraft, please disclose and discuss the terms of those agreements. Aircraft purchase commitments, page 2 13. Please revise the first paragraph on page thr ee to quantify the numb er of binding and non- binding lease commitments for the aircra ft to be delivered in 2011 and 2012. Our business and growth strategies, page 3 Capitalize on attractive market opportunities . . . page 3 14. We note your statement in the fifth sentence. Please revise to disclose why you believe narrowbody and certain widebody aircraft wi ll continue to expe rience strong global airline demand. Enter into strategic ventures, page 4 15. Please revise to disclose whether you have any current plans to enter into strategic ventures with third parties. Risks affecting us, page 7 16. Please revise this section to briefly descri be key risks and how those risks affect your company. Your disclosure in this section should be equally prominent as the section describing your competitive strengths. For ex ample, the use of bulleting and bold type is helpful for highlighting and distinguishing between the key risks. Summary financial inform ation and data, page 10 17. We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA that you identify as performance measures. In your disclosures, you indicate that you believe these measures provide useful information regarding your ability to “service long-term debt and other fixed obligations” and your ability to “fund expected growth with internally generated funds”. Based on thes e disclosures, it is no t clear to us how or why you do not believe that these non-GAAP meas ures are also liquidity measures. If they are liquidity measures, please also rec oncile them to net cash provided by/used in Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 4 operating activities and disclose operating, inve sting, and financing cash flows with equal or greater prominence. If they are not liquidi ty measures, please explain why and clarify your current disclosures. This comment is also applicable to non-GAAP disclosures in selected financial data and MD&A. Risk factors, page 12 The death, incapacity or departure of key officers . . ., page 14 18. Please revise the risk factor to disclose th at you only have employment agreements with Mr. Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment agreements with your other senior officers. Our substantial indebtedness incu rred to acquire our aircraft re quires significant debt service payments, page 17 19. The focus of this risk factor is not center ed upon your debt service payments, as indicated in the risk factor heading. Please revise th e risk factor to elaborate on the risk that significant debt service payments pose to your company. Please also discuss the consequences that could occur if you are una ble to make the debt service payments. SARS, H1N1 and other epidemic diseases . . . , page 32 20. Please revise this risk factor heading to desc ribe the impact of the risk to your company. Please similarly revise the ne xt risk factor heading rela ting to natural disasters. Use of Proceeds, page 40 21. Please state the approximate amount of proceeds intended to be used for each purpose specified. We also note your disclosure that you will have broad disc retion in the use of proceeds and that the amount and timing of wh at you actually spend for intended uses of proceeds may vary significantly. Please note that you may reserve the right to change your uses of proceeds, provided that such rese rvation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. Please see Item 504 of Regulation S-K and Instruction 7 thereto. Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 5 Management’s Discussion and Analysis of Financial Condition . . . , page 47 Liquidity and Capital Resources, page 48 22. Please expand your disclosures to provide a de tailed discussion of the significant and most restrictive financial and non-financial el ements of the loan c ovenants, related to your various debt instruments, including, if applicable, actual versus required ratios/amounts. 23. Please revise your liquidity disclo sures to address the following: • We note your disclosure regarding your ability to satisfy your current liquidity needs, please revise your disclosure to identify the time period that you believe you will be able to satisfy your liquidity needs. • Please address the potential risks and cons equences if you are unable to satisfy your existing aircraft purchase commitments. • We note your disclosure regarding an in creasing interest ra te when you convert current borrowing under your warehouse facility into a four year term loan, please revise your disclosure to clarify how that interest rate will be determined, including what the interest rate would be if the borrowing were converted now. Recent initiatives, page 49 24. Please file the agreements governing the se ven unsecured two-year and three-year revolving credit facilities as exhibits to your registration statement. Business, page 70 Our financing strategies, page 76 25. We note your statement in the third full paragraph on page 77. We also note your disclosure in the third full paragraph on page 48 that you have “commenced discussions” for government-sponsored financing. Pleas e revise your discussion on page 77 to indicate the length of the process for securing the govern ment-sponsored financing, at what stage you are in the process, how mu ch funding you expect to receive from the financing and whether you are subject to rejection for receipt of financing. Government regulation, page 83 26. Please disclose whether you believe you ar e in compliance with the government regulations you discuss in this section. Please also stat e whether you have registered your aircraft with the appropria te authorities and obtained Ce rtificates of Airworthiness for your aircraft. Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 6 Facilities, page 85 27. Please file your office lease agreements, if material, as exhibits to your registration statement. See Item 601(b)(10) (ii)(D) of Regulation S-K. Management, page 86 Backgrounds of our current executive officers and directors, page 86 28. Please revise the business descriptions of your directors and executive officers to ensure that you have provided each indi vidual’s business experience dur ing the past five years. Please account for any gaps during the past five years. For example, we note that it is unclear when Mr. Willis worked at ILFC. Please refer to Item 401(e)(1) of Regulation S-K. Executive compensation, page 95 How we determine compensation, page 96 Role of Independent Consultant, page 96 29. Please indicate whether the compensation committee has approved of the compensation consultant’s engagement in any separate work for your management or employees. Elements of the executive co mpensation program, page 97 Annual Bonus, page 97 30. Please revise to disclose the company financ ial metric performance targets and individual objectives for each named executive officer. Please disclose the targets necessary to obtain the target bonus amount and the maximum bonus amount for each named executive officer. Long-Term Incentive Awards, page 98 31. We note your disclosure in the first full para graph on page 99. Please revise to explain why Mr. Chen’s RSUs have a time-based vesting element that is different from the other named executive officers. 32. In the second full paragraph on page 100, pleas e disclose Mr. Chen’s performance targets for the performance bonus payable in July 2011. Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 7 Certain relationships and relate d party transact ions, page 121 33. Please file the agreements governing the loan transactions and stock purchase transactions with your officers and directors. Please refer to Item 601(b)(10)(ii)(A) of Regulation S-K. Certain U.S. federal income tax consid eration for non-U.S. holders, page 132 34. Please revise the heading and first paragraph of this section to indicate that you are discussing the “material” U.S. federal income tax considerations. 35. Please delete the disclaimer in the last pa ragraph stating that “th[e] summary is for general information only”. Investors are en titled to rely on the information you provide in your prospectus. Financial Statements General 36. We note your limited operating history and the financial statements you currently present. Please identify your fiscal year end in your fili ng and ensure that the financial statements you present meet the updating and audit requi rements of Rule 3- 12 of Regulation S-X based on your fiscal year end. Consolidated Statement of Cash Flows, page F-6 37. Based on your disclosure it appears that you acquired flight equipment under operating leases. Please disclose the material terms of the transaction in which you acquired your existing aircraft, including the parties involved. If you acquired a fleet of aircraft, subject to existing operating leases, please explain to us how and why you determined that this acquisition was not the acquisiti on of a business for which hist orical financial statements may be required by Rule 3-05 of Regulation S-X. Note 1 – Summary of Significant Accounting Policies, page F-7 38. Please expand your accounting policy disclosu res to include a discussion of the company’s consolidation policy. Note 1 – Summary of Significant Accounting Policies, page F-7 b. Rental of flight equipment, page F-7 39. We note that you record as rental revenue, th e portion of supplemental maintenance rent that you are “virtually certain will not be reimbursed to the lessee”. Please clarify when Mr. John L. Plueger Air Lease Corporation February 10, 2011 Page 8 and how you make this determination and di sclose the amount of supplemental revenue you recorded each period. Also, please clarify when and how you determine the amount of supplemental maintenance rent that may be required to be reimbursed to the lessee and confirm that these amounts are not recorded in revenues. g. Capitalized interest, page F-8 40. Please provide the disclosu res required by ASC 835-20-50. Note 3 – Debt financing, page F-10 i. Convertible notes, page F-12 41. Please better explain to us how you determined the fair values of the convertible notes and stock purchase agreement and how you de termined the amount of the beneficial conversion option. Also, please te ll us if the warrants, disclosed in note 4, were issued to the noteholders. If they were, please explain to us why their fair value was not recorded as a debt discount. Note 7 – Income taxes, page F-16 42. Please disclose the amount of taxable income required to be generated to fully realize your deferred tax asset. Note 8 – Commitments and contingencies, page F-18 43. Please disclose the dollar amount of aircraft purchase commitm ents for each of the next five fiscal years as re quired by ASC 440-10-50-4. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all appl
2005-12-01 - CORRESP - ALCON INC (ALC) (CIK 0001167379)
CORRESP
1
filename1.htm
December 1, 2005
Page 1 of 8
Alcon, Inc.
Bösch 69
P.O. Box 62
Hünenberg, Switzerland
Brian Cascio
Accounting Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 6010
Washington, DC 20549-6010
Ladies and Gentlemen:
On behalf of Alcon, Inc., a company incorporated in Switzerland (“Alcon”)(File No. 001-31269), set forth below are Alcon’s responses to the comments on the annual report on Form 20-F for the year ended December 31, 2004 filed by Alcon on March 15, 2005 (the “2004 Form 20-F”) and on the report on Form 6-K filed October 20, 2005 contained in the letter of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated November 18, 2005.
For the convenience of the Staff, each of the Staff’s comments is reproduced below in its entirety in bold and is followed by the corresponding response of Alcon. All page references below are to the respective document noted in the Staff’s comments.
December 1, 2005
Page 2 of 8
Form 20-F for the year ended December 31, 2004
Item 15. Controls and Procedures, page 92
Staff Comment No. 1
In future filings, please review your disclosure concerning changes in internal control over financial reporting to disclose any change in your internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, your internal control over financial reporting, consistent with the language of amended Item 308(c) of Regulation S-K.
Alcon’s Response
Item 15(d) of Form 20-F requires disclosure of:
“. . . any change in the issuer’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR240.13a-15 or 240.15d-15 that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.”
Since Alcon, Inc. is a foreign private issuer and is not required to report quarterly on internal controls and procedures, its disclosure addressed “the period covered by the annual report.” The Company believes that addressing the annual period, which included the last fiscal quarter, is responsive to the requirements of Item 15(d) of Form 20-F.
The Company will more closely conform its response in other respects and, if appropriate under the circumstances, proposes to use the following response in its 2005 Form 20-F:
“Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation performed above that occurred during the period covered by the annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.”
December 1, 2005
Page 3 of 8
Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices, page F-7
(m) Revenue Recognition, page F-9
Staff Comment No. 2
Refer to your disclosure on page 39 stating that you “sell lasers and other surgical equipment used to perform laser refractive surgeries, and in the United States, charge a technology fee for each surgery performed.” Please clarify in future filings and in your response how your revenue recognition policy for laser and other surgical equipment differs among customers, channels, products and geographical location. In addition, clarify the nature and accounting treatment for the technology fee charged for sales in the United States and whether this is in addition to the sales price of the equipment. The accounting treatment for your equipment that is used by customers to perform surgeries should also be disclosed.
Alcon’s Response
The noted information disclosed on page 39 was included to provide additional information in Management’s Discussion and Analysis (“MD&A”) about the refractive product line, which was acquired in 2000. The MD&A includes discussion about the different marketing of this product line in the United States compared to the International business segment. Note (1)(m) addresses the accounting for per procedure technology fees that are unique to this product line, which includes lasers, and discloses the accounting treatment for all surgical equipment sales. This product line accounted for only 1.6% of total revenues in 2004. If this product line becomes more significant, the Company will consider expanded discussion of the related accounting in future filings.
December 1, 2005
Page 4 of 8
Staff Comment No. 3
As a related matter, tell us and disclose in future filings how you determine the number of procedures performed in order to recognize revenue for technology fees.
Alcon’s Response
The refractive laser equipment electronically records the number of surgical procedures and transmits it to the Company over telephone lines when the equipment is powered up. As noted above, the refractive product line, which includes laser equipment, accounted for only 1.6% of total revenues in 2004. In future filings, Alcon will consider expanding the disclosure of revenue recognition for this product line if it becomes more significant.
December 1, 2005
Page 5 of 8
Staff Comment No. 4
We note that you have customer incentive programs, including discounts and rebates. Explain to us the specifics of these incentive programs, for example the classification of and accounting for these sales incentives. Tell us how these incentives are estimated at the time of shipment. Revise future filings to clarify. Refer to EITF 01-9 in your response, as applicable.
Alcon’s Response
In future filings, the Company proposes to add language to note (1)(m) Revenue Recognition that is substantively as follows:
“When the Company recognizes revenue from the sale of products, certain items, such as cash discounts, allowances and rebates, which are known and estimable at the time of sale, are recorded as a reduction of sales in accordance with Emerging Issues Task Force Issue No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).” To the extent the customer will, or is expected to, reduce its payment on the related invoice amounts, these items are reflected as a reduction of accounts receivable and sales.
In accordance with certain government rebate requirements (such as those under U.S. Medicaid and Medicare) and with certain contractual agreements, the Company is required to pay rebates to customers, their customers or government agencies under provisions that limit the amounts that may be paid for pharmaceuticals and surgical devices. The amount of accrued product rebates is included in other current liabilities.
The Company records a reduction of sales for estimated discounts, allowances and rebates in the period in which the related sales occur, based upon historical experience of amounts paid and amounts as a percentage of sales. The Company also considers the effects of changes in product pricing, in sales trends, in contract terms and in laws and regulations.”
December 1, 2005
Page 6 of 8
Form 6-K filed October 20, 2005
Condensed Consolidated Financial Statements (unaudited)
(13) Contingencies, page 13
Staff Comment No. 5
We see that a jury rendered a verdict against the company for $94.8 million on May 6, 2005 related to patent infringement litigation. Tell us and disclose in future filings how you considered the criteria in paragraph 8 of SFAS 5 in determining whether you should record an estimated loss from the litigation.
Alcon’s Response
An estimated loss from a loss contingency shall be accrued under Financial Accounting Standards Board Statement No. 5 (“FASB 5”) if both of the criteria in paragraph 8 are met. The criteria are that:
1.
the loss is probable of occurring, and
2.
the loss can be reasonably estimated.
Under FASB 5, to be probable, a loss must be “likely to occur.”
The case is still pending in the district court. That court could adopt the jury's verdict, modify it in any number of respects, or grant the relief requested by the Company and set it aside altogether. The Company has evaluated the litigation, and the Company’s outside counsel has stated, “it would be premature to attempt to predict the likely liability, if any, for this case.”
Thus, while a loss resulting from this case remains possible, the Company does not believe it is necessarily likely to occur. Therefore, under FASB 5, no loss accrual should be recorded.
In the normal course of business, the Company engages its auditors, KPMG LLP, to perform limited reviews of the quarterly financial statements voluntarily furnished to the Commission on Form 6-K. In performing their limited review of the Form 6-K furnished on October 20, 2005, KPMG LLP consulted with their National office with regard to the matters described in note 13, Contingencies.
In future filings, if the status of the litigation remains unchanged, the Company plans to add the following language:
December 1, 2005
Page 7 of 8
“After consulting with outside counsel, the Company has determined that a loss is less than probable. Accordingly, no provision for this matter has been recorded.”
If facts or conditions change in this matter, the Company again will consider at that time whether a loss should be recorded or disclosures should be expanded.
December 1, 2005
Page 8 of 8
The Company acknowledges that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you would like to discuss any of Alcon’s responses to the Staff’s comments, please contact Monte Smith at (817) 615-2853 or the undersigned at the referenced number or in writing at the Company’s U.S. offices located at 6201 South Freeway, Fort Worth, Texas 76134-2099.
Very truly yours,
/s/ Jeff Stratton
Jeff Stratton
Vice President, U.S. Operations Finance
& Corporate Controller
(817) 568-6248
FAX: (817) 568-7111
BY EDGAR
Copies to:
Jacqualyn Fouse
Monte W. Smith
Elaine Whitbeck, Esq.
John T. Gaffney, Esq.
Kevin Coen, Esq.
Kristin Lochhead
BY FAX
2005-12-01 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[LETTERHEAD OF PACIFIC ETHANOL, INC.]
December 1, 2005
VIA EDGAR CORRESPONDENCE
------------------------
Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 7010
Washington, DC 20549-7010
Re: Pacific Ethanol, Inc., Reg. No. 333-127714
------------------------------------------
Ladies and Gentlemen:
The Securities and Exchange Commission is hereby notified that Pacific
Ethanol, Inc. (the "Company") requests pursuant to Rule 461(a) of Regulation C
that Amendment No. 3 to Registration Statement on Form S-1 be declared effective
at 5:00 p.m. Eastern daylight time on December 1, 2005, or as soon as
practicable thereafter.
In connection with the above request, please be advised that the Company
hereby acknowledges the following:
o should the Securities and Exchange Commission (the "Commission") or
the staff of the Commission (the "staff"), acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the
filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
o the Company may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
Very truly yours,
PACIFIC ETHANOL, INC.
By: /s/ NEIL M. KOEHLER
---------------------------------
Neil M. Koehler
Chief Executive Officer
</TEXT>
</DOCUMENT>
2005-11-30 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
November 28, 2005
Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711
Re: Pacific Ethanol, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on November 22, 2005
File No. 333-127714
Dear Mr. Koehler:
We have limited our review of your filing to those issues we
have addressed on our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Summary, page 2
1. Include a recent developments section describing the Cascade
transaction and the potential effect to the common stock
shareholders. Include a discussion of the protective, dividend and
voting rights of the preferred shareholders and the potential
changes
to your board.
Risk Factors, page 9
We have entered into an agreement for an $84 million . . . , page
16
2. We note the disparity between the Registrant`s quoted stock
price
and the conversion price of the referenced preferred stock. Please
expand this risk factor to discuss the expected impact of this
transaction on the Registrant`s future EPS. It appears that the
impact will be material in the period of issuance. See the
guidance
in EITF 98-5 and EITF 00-27.
3. Please disclose the effect of the issuance of the preferred
stock
to the existing common stock shareholders. Discuss, for example:
* the dilutive impact related to the conversion rights;
* that the preferred stock is convertible at any time by the
holder;
* that the preferred stock ranks senior in liquidation and
dividend
preferences to the common stock;
* that the preferred shareholders are entitled to vote on an as-
converted basis and disclose whether the preferred shareholders
will
have voting rights at a higher rate than the common stock
shareholders;
* the protective provisions; and
* any potential change of control.
Please also revise your proxy statement to include this
disclosure.
Selling Security Holders, page 84
4. We note your disclosure regarding Cagan-McAFee. Supplementally,
please tell us about the Settlement Agreement, dated November 1,
2005, among the Company, Cagan-McAfee Capital Partners, LLC and
Chadbourn Securities, Inc.
5. We note your revised disclosure that each of the selling
shareholders "has represented to
that it is not acting as an underwriter in this offering."
Please
revise here to clarify that notwithstanding this representation,
certain selling shareholders may be deemed to be underwriters.
Description of Preferred Stock, page 96
6. Please describe the terms of the Series A preferred stock in
greater detail.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision. Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Al Pavot at (202) 551-3738 or Nili Shah at
(202) 551-3258 if you have questions regarding comments on the
financial statements and related matters. Please contact Brigitte
Lippmann at (202) 551-3713 or me at (202) 551-3767 with any other
questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Larry A. Cerutti, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, 14th floor
Costa Mesa, California 92626
??
??
??
??
Neil Koehler
Pacific Ethanol, Inc.
November 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>
2005-11-30 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[Letterhead of Rutan & Tucker, LLP]
LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com November 30, 2005
VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------
Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pacific Ethanol, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on November 22, 2005
File No. 333-127714
-----------------------------------------------------
Dear Ms. Hardy:
This letter responds to the comments of your letter dated November 28, 2005
relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter is
enclosed for your convenience.
The enclosed clean and marked-to-show-changes copies of Amendment No. 3 to
the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of November 28, 2005, together with the Company's responses
in regular font immediately following each reproduced comment. The Company's
responses in this letter correspond to the numbers you placed adjacent to your
comments in your letter of November 28, 2005. We have indicated below whether
the comment has been responded to in the Registration Statement or the reasons
why the Company believes a response is either inapplicable or inappropriate. The
page numbers referenced below correspond to the marked versions of the documents
enclosed herewith.
Prospectus Summary, page 2
--------------------------
1. INCLUDE A RECENT DEVELOPMENTS SECTION DESCRIBING THE CASCADE TRANSACTION
AND THE POTENTIAL EFFECT TO THE COMMON STOCK SHAREHOLDERS. INCLUDE A
DISCUSSION OF THE PROTECTIVE, DIVIDEND AND VOTING RIGHTS OF THE PREFERRED
SHAREHOLDERS AND THE POTENTIAL CHANGES TO YOUR BOARD.
<PAGE>
Jennifer Hardy, Esq.
November 30, 2005
Page 2
Additional disclosure has been added commencing on page 3 of the
Registration Statement to add a Recent Developments section describing the
Cascade transaction and the potential effects on the common stockholders. Also
included is a discussion of the protective, dividend and voting rights of the
preferred stockholders and the potential changes to the Company's board of
directors.
Risk Factors, page 9
--------------------
We have entered into an agreement for an $84 million . . . , page 16
--------------------------------------------------------------------
2. WE NOTE THE DISPARITY BETWEEN THE REGISTRANT'S QUOTED STOCK PRICE AND THE
CONVERSION PRICE OF THE REFERENCED PREFERRED STOCK. PLEASE EXPAND THIS RISK
FACTOR TO DISCUSS THE EXPECTED IMPACT OF THIS TRANSACTION ON THE
REGISTRANT'S FUTURE EPS. IT APPEARS THAT THE IMPACT WILL BE MATERIAL IN THE
PERIOD OF ISSUANCE. SEE THE GUIDANCE IN EITF 98-5 AND EITF 00-27.
Additional disclosure has been added on page 16 of the Registration
Statement to discuss the expected impact of this transaction on the Company's
future earnings per share as it relates to dilution. Please note that the
Company is unable to quantify the reduction in income available to common
stockholders that may result from the application of the guidance provided by
EITF 98-5 and EITF 00-27. The amount of any such reduction will depend on the
fair market value of the Company's common stock at the time of the closing of
the purchase and sale of the Series A Preferred Stock and will be based on the
$8 per common share effective purchase price of the Series A Preferred Stock (on
an as-converted basis). The Company has, however, included disclosure to discuss
this reduction generally.
3. PLEASE DISCLOSE THE EFFECT OF THE ISSUANCE OF THE PREFERRED STOCK TO THE
EXISTING COMMON STOCK SHAREHOLDERS. DISCUSS, FOR EXAMPLE:
o THE DILUTIVE IMPACT RELATED TO THE CONVERSION RIGHTS;
o THAT THE PREFERRED STOCK IS CONVERTIBLE AT ANY TIME BY THE HOLDER;
o THAT THE PREFERRED STOCK RANKS SENIOR IN LIQUIDATION AND DIVIDEND
PREFERENCES TO THE COMMON STOCK;
o THAT THE PREFERRED SHAREHOLDERS ARE ENTITLED TO VOTE ON AN
AS-CONVERTED BASIS AND DISCLOSE WHETHER THE PREFERRED SHAREHOLDERS
WILL HAVE VOTING RIGHTS AT A HIGHER RATE THAN THE COMMON STOCK
SHAREHOLDERS;
o THE PROTECTIVE PROVISIONS; AND
o ANY POTENTIAL CHANGE OF CONTROL.
<PAGE>
Jennifer Hardy, Esq.
November 30, 2005
Page 3
PLEASE ALSO REVISE YOUR PROXY STATEMENT TO INCLUDE THIS DISCLOSURE.
Additional disclosure has been added on page 16 of the Registration
Statement to discuss the effects on the Company's common stockholders of the
issuance of the Series A Preferred Stock.
In addition, the Company has revised its proxy statement to include
conforming disclosure.
Selling Security Holders, page 84
---------------------------------
4. WE NOTE YOUR DISCLOSURE REGARDING CAGAN-MCAFEE. SUPPLEMENTALLY, PLEASE TELL
US ABOUT THE SETTLEMENT AGREEMENT, DATED NOVEMBER 1, 2005, AMONG THE
COMPANY, CAGAN-MCAFEE CAPITAL PARTNERS, LLC AND CHADBOURN SECURITIES, INC.
The Settlement Agreement and Release (the "Settlement Agreement") dated
November 1, 2005 among the Company ("PEI"), Cagan-McAfee Capital Partners, LLC
("CMCP") and Chadbourn Securities, Inc. ("Chadbourn") relates to a dispute over
fees allegedly earned by CMCP and Chadbourn in connection with the Cascade
transaction. The factual recitals to the Settlement Agreement are as follows:
"A. PEI and CMCP are parties to that certain letter agreement dated
April 14, 2004 relating to certain financial advisory services to be
performed by CMCP and Chadbourn on behalf of PEI (the "Advisory
Agreement").
B. Although Chadbourn is not a signatory to the Advisory Agreement,
Chadbourn is an intended third-party beneficiary of the Advisory Agreement.
C. PEI is engaged in discussions with Cascade Investment, L.L.C.
("Cascade") regarding a potential investment by Cascade in PEI (the
"Cascade Investment").
D. Differences have arisen between PEI on the one hand, and CMCP and
Chadbourn on the other, as to what fees, if any, PEI would owe CMCP and/or
Chadbourn under the Advisory Agreement should Cascade complete the Cascade
Investment.
E. PEI on the one hand, and CMCP and Chadbourn on the other, wish to
settle all differences between them which arise out of or which in any way
are connected with or related to fees payable under the Advisory Agreement.
<PAGE>
Jennifer Hardy, Esq.
November 30, 2005
Page 4
F. Without acknowledging the validity of PEI's, CMCP's or Chadbourn's
differences, and in order for PEI on the one hand, and CMCP and Chadbourn
on the other, to settle all differences between them related to fees
payable under the Advisory Agreement, and in consideration of the mutual
covenants, agreements and promises set forth in this Agreement, and other
good and valuable consideration, each party to this Agreement agrees as
follows: . . ."
Pursuant to the terms of the Settlement Agreement, the Company paid
CMCP $150,000 on November 1, 2005 and agreed to pay the amount of $960,000
within five business days of the closing of the Cascade transaction. If the
Cascade transaction does not close by March 31, 2006, then the Advisory
Agreement will be reinstated.
5. WE NOTE YOUR REVISED DISCLOSURE THAT EACH OF THE SELLING SHAREHOLDERS "HAS
REPRESENTED TO THAT IT IS NOT ACTING AS AN UNDERWRITER IN THIS OFFERING."
PLEASE REVISE HERE TO CLARIFY THAT NOTWITHSTANDING THIS REPRESENTATION,
CERTAIN SELLING SHAREHOLDERS MAY BE DEEMED TO BE UNDERWRITERS.
Additional disclosure has been added on page 74 of the Registration
Statement to clarify that, notwithstanding the fact that each of the selling
security holders has represented to the Company that it is not acting as an
underwriter in the offering, certain selling security holders may be deemed
underwriters with respect to their respective shares of common stock offered for
resale under the Registration Statement.
Description of Preferred Stock, page 96
---------------------------------------
6. PLEASE DESCRIBE THE TERMS OF THE SERIES A PREFERRED STOCK IN GREATER
DETAIL.
Additional disclosure has been added commencing on page 91 of the
Registration Statement to describe the terms of the Series A Preferred Stock in
greater detail.
We trust that the foregoing is responsive to your comments in your letter
of comments dated November 28, 2005. If you have any questions, please call me
at (714) 641-3450 or my associate John T. Bradley, Esq. at (714) 662-4659.
<PAGE>
Jennifer Hardy, Esq.
November 30, 2005
Page 5
Sincerely yours,
RUTAN & TUCKER, LLP
/s/ LARRY A. CERUTTI
Larry A. Cerutti
LAC:jtb
cc: Brigitte Lippmann, Esq. (w/encl.)
Neil M. Koehler (w/encl.)
Ryan W. Turner (w/encl.)
William G. Langley (w/encl.)
</TEXT>
</DOCUMENT>
2005-11-29 - UPLOAD - ALCON INC (ALC) (CIK 0001167379)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 6010
November 18, 2005
VIA U.S. Mail and Facsimile (817) 551-4700
Jacqualyn A. Fouse
Chief Financial Officer
Alcon, Inc.
Bosch 69
6331 Hunenberg, Switzerland
Re: Alcon, Inc.
Form 20-F for the year ended December 31, 2004
Filed March 15, 2005
Form 6-K filed October 20, 2005
File No. 001-31269
Dear Ms. Fouse:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F for the year ended December 31, 2004
Item 15. Controls and Procedures, page 92
1. In future filings, please revise your disclosure concerning
changes in internal control over financial reporting to disclose
any
change in your internal control over financial reporting that
occurred during the last fiscal quarter that has materially
affected,
or that is reasonably likely to materially affect, your internal
control over financial reporting, consistent with the language of
amended Item 308(c) of Regulation S-K.
Consolidated Financial Statements
(1) Summary of Significant Accounting Policies and Practices, page
F-
7
(m) Revenue Recognition, page F-9
2. Refer to your disclosure on page 39 stating that you "sell
lasers
and other surgical equipment used to perform laser refractive
surgeries, and in the United States, charge a technology fee for
each
surgery performed." Please clarify in future filings and in your
response how your revenue recognition policy for laser and other
surgical equipment differs among customers, channels, products and
geographical location. In addition, clarify the nature and
accounting
treatment for the technology fee charged for sales in the United
States and whether this is in addition to the sales price of the
equipment. The accounting treatment for your equipment that is
used
by customers to perform laser surgeries should also be disclosed.
3. As a related matter, tell us and disclose in future filings how
you determine the number of procedures performed in order to
recognize revenue for technology fees.
4. We note that you have customer incentive programs, including
discounts and rebates. Explain to us the specifics of these
incentive
programs, for example the classification of and accounting for
these
sales incentives. Tell us how these incentives are estimated at
the
time of shipment. Revise future filings to clarify. Refer to
EITF
01-9 in your response, as applicable.
Form 6-K filed October 20, 2005
Condensed Consolidated Financial Statements (unaudited)
(13) Contingencies, page 13
5. We see that a jury rendered a verdict against the company for
$94.8 million on May 6, 2005 related to patent infringement
litigation. Tell us and disclose in future filings how you
considered the criteria in paragraph 8 of SFAS 5 in determining
whether you should record an estimated loss from the litigation.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3676 if you have questions. In this regard, please do
not
hesitate to contact Martin James at (202) 551-3671 with any other
questions.
Sincerely,
Brian Cascio
Accounting Branch Chief
??
??
??
??
Ms. Fouse
Alcon, Inc.
November 18, 2005
Page 2
</TEXT>
</DOCUMENT>
2005-11-22 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[LETTERHEAD OF RUTAN & TUCKER, LLP]
LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com November 22, 2005
VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------
Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pacific Ethanol, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on November 1, 2005
File No. 333-127714
-----------------------------------------------------
Dear Ms. Hardy:
This letter responds to the comments of your letter dated November 10, 2005
relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter is
enclosed for your convenience.
The enclosed clean and marked-to-show-changes copies of Amendment No. 2 to
the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of November 10, 2005, together with the Company's responses
in regular font immediately following each reproduced comment. The Company's
responses in this letter correspond to the numbers you placed adjacent to your
comments in your letter of November 10, 2005. We have indicated below whether
the comment has been responded to in the Registration Statement or the reasons
why the Company believes a response is either inapplicable or inappropriate. The
page numbers referenced below correspond to the MARKED versions of the documents
enclosed herewith.
General
-------
1. PLEASE NOTE THAT THE FINANCIAL STATEMENTS MUST BE UPDATED IF THE
REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY NOVEMBER 14, 2005.
Financial statements and financial information with regard to the nine
months ended September 30, 2005 have been included in the Registration Statement
pursuant to Rule 3-12 of Regulation S-X.
<PAGE>
Jennifer Hardy, Esq.
November 22, 2005
Page 2
Use of Proceeds, page 22
------------------------
2. PLEASE DISCLOSE THE AMOUNT OF PROCEEDS YOU WILL RECEIVE UPON EXERCISE OF
ALL OF THE WARRANTS AND YOUR INTENDED USE OF THESE PROCEEDS.
The Company has included additional disclosure in the Use of Proceeds
section on page 18 of the Registration Statement to disclose the amount of
proceeds it will receive upon exercise of all of the warrants and its intended
use of such proceeds.
Selling Security Holders, page 66
---------------------------------
3. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 24. PLEASE CLARIFY WHETHER THERE ARE
ANY MATERIAL RELATIONSHIPS BETWEEN YOU OR YOUR AFFILIATES AND ANY OF THE
PLACEMENT AGENTS.
The Company has revised its disclosure in the Selling Security Holder
section on pages 78, 84 and 85 of the Registration Statement to clarify and/or
disclose the material relationships between the Company or its affiliates and
any of the placement agents.
Plan of Distribution, page 75
-----------------------------
4. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 28. IF A SELLING STOCKHOLDER IS AN
AFFILIATE OF A BROKER-DEALER, PROVIDE THE FOLLOWING REPRESENTATIONS IN THE
PROSPECTUS: (1) THE SELLER PURCHASED IN THE ORDINARY COURSE OF BUSINESS,
AND (2) AT THE TIME OF THE PURCHASE OF THE SECURITIES TO BE RESOLD, THE
SELLER HAD NO AGREEMENTS OR UNDERSTANDINGS, DIRECTLY OR INDIRECTLY, WITH
ANY PERSON TO DISTRIBUTE THE SECURITIES. WE NOTE THAT THIS LANGUAGE WAS
INCLUDED IN YOUR FIRST FILING.
The Company has revised its disclosure in the Selling Security Holder
section on page 79 of the Registration Statement to include the following:
"Each of the selling security holders, including the selling
security holders identified above, has represented to us that it
is not acting as an underwriter in this offering, any warrants it
received whose underlying shares are offered under this
prospectus, and other shares of common stock offered under this
prospectus, were received only in the ordinary course of
business, and at the time of such receipt and through the
effective date of the information contained in the selling
security holder table, it had no agreements or understandings,
directly or indirectly, with any person to distribute the
warrants, the underlying shares or other shares of common stock
offered under this prospectus."
<PAGE>
Jennifer Hardy, Esq.
November 22, 2005
Page 3
Financial Statements
--------------------
5. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 33. PLEASE PROVIDE A REVENUE
RECOGNITION ACCOUNTING POLICY DISCLOSURE IN THE FOOTNOTES TO THE 6/30/05
FINANCIAL STATEMENTS. SPECIFICALLY ADDRESS THE REGISTRANT'S VARIOUS,
MATERIAL REVENUE GENERATING TRANSACTIONS. ALSO, DISCLOSE THE PRIMARY
FACTORS CONSIDERED BY MANAGEMENT IN DETERMINING THAT THE KINERGY REVENUES
SHOULD BE RECORDED GROSS IN THE FINANCIAL STATEMENTS. STATE HEREIN HOW
MANAGEMENT HAS DETERMINED THAT THE REGISTRANT IS THE PRIMARY OBLIGOR IN THE
KINERGY TRANSACTIONS. IN THIS REGARD, PLEASE DISCLOSE WHETHER THE
REGISTRANT, AND NOT ITS SUPPLIERS, IS RESPONSIBLE FOR CUSTOMER CLAIMS
RESULTING FROM ERRORS IN SPECIFICATIONS, PRODUCT QUALITY, DELIVERY,
RETURNS/REFUND ISSUES.
The Company has provided additional disclosure in Note 1 of the financial
statements commencing on page F-11 to provide a revenue recognition accounting
policy disclosure. In addition, the Company has provided additional consistent
disclosure in Management's Discussion and Analysis of Financial Condition and
Results of Operations commencing on page 33 of the Registration Statement to
include a revenue recognition critical accounting policy.
Please be advised that we have included our final, executed legal opinion
as Exhibit 5.1 to the Registration Statement.
We trust that the foregoing is responsive to your comments in your letter
of comments dated November 10, 2005. If you have any questions, please call me
at (714) 641-3450 or my associate John T. Bradley, Esq. at (714) 662-4659.
Sincerely yours,
RUTAN & TUCKER, LLP
/s/ John T. Bradley for
Larry A. Cerutti
LAC:jtb
cc: Brigitte Lippmann, Esq. (w/encl.)
Neil M. Koehler (w/encl.)
Ryan W. Turner (w/encl.)
William G. Langley (w/encl.)
</TEXT>
</DOCUMENT>
2005-11-21 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
November 10, 2005
Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711
Re: Pacific Ethanol, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on November 1, 2005
File No. 333-127714
Dear Mr. Koehler:
We have limited our review of your filing to those issues we
have addressed on our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that the financial statements must be updated if
the
registration statement is not declared effective by November 14,
2005.
Use of Proceeds, page 22
2. Please disclose the amount of proceeds you will receive upon
exercise of all of the warrants and your intended use of these
proceeds.
Selling Security Holders, page 66
3. We note your response to prior comment 24. Please clarify
whether
there are any material relationships between you or your
affiliates
and any of the placement agents.
Plan of Distribution, page 75
4. We note your response to prior comment 28. If a selling
stockholder
is an affiliate of a broker-dealer, provide the following
representations in the prospectus: (1) the seller purchased in the
ordinary course of business, and (2) at the time of the purchase
of
the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities. We note that this language was included in your
first
filing.
Financial Statements
5. We note your response to prior comment 33. Please provide a
revenue
recognition accounting policy disclosure in the footnotes to the
6/30/05 financial statements. Specifically address the
Registrant`s
various, material revenue generating transactions. Also, disclose
the
primary factors considered by management in determining that the
Kinergy revenues should be recorded gross in the financial
statements.
State herein how management has determined that the Registrant is
the
primary obligor in the Kinergy transactions. In this regard,
please
disclose whether the Registrant, and not its suppliers, is
responsible
for customer claims resulting from errors in specifications,
product
quality, delivery, returns/refund issues.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Al Pavot at (202) 551-3738 or Nili Shah at
(202)
551-3258 if you have questions regarding comments on the financial
statements and related matters. Please contact Brigitte Lippmann
at
(202) 551-3713 or me at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Larry A. Cerutti, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, 14th floor
Costa Mesa, California 92626
??
??
??
??
Neil Koehler
Pacific Ethanol, Inc.
November 10, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>
2005-10-31 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[LETTERHEAD OF RUTAN & TUCKER, LLP]
October 31, 2005
LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com
VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------
Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pacific Ethanol, Inc.
Registration Statement on Form S-1
Filed on August 19, 2005
File No. 333-127714
-------------------
Dear Ms. Hardy:
This letter responds to the comments of your letter dated September 20,
2005 relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter
is enclosed for your convenience.
The enclosed clean and marked-to-show-changes copies of Amendment No. 1
to the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of September 20, 2005, together with the Company's
responses in regular font immediately following each reproduced comment. The
Company's responses in this letter correspond to the numbers you placed adjacent
to your comments in your letter of September 20, 2005. We have indicated below
whether the comment has been responded to in the Registration Statement or the
reasons why the Company believes a response is either inapplicable or
inappropriate. The page numbers referenced below correspond to the marked
versions of the documents enclosed herewith.
General
-------
1. PLEASE PROVIDE US YOUR ANALYSIS OF WHY THE $21 MILLION PRIVATE
PLACEMENT TO 63 INVESTORS WAS EXEMPT FROM REGISTRATION UNDER SECTION
4(2) OF THE SECURITIES ACT.
<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 2
The $21 million private placement to 63 accredited investors in March
2005 (the "Private Placement") was conducted by Pacific Ethanol California, Inc.
("PEI California"), which is now a wholly-owned subsidiary of the Company. PEI
California became a wholly-owned subsidiary in connection with the March 2005
share exchange transaction that occurred following the Private Placement.
RULE 506. Rule 506 of Regulation D of the Act provides in relevant
part, that:
"Offers and sales of securities by an issuer that satisfy the
conditions in paragraph (b) of this [Rule 506] shall be deemed
to be transactions not involving any public offering within
the meaning of Section 4(2) of the Act."
Accordingly, if the Private Placement satisfied the conditions in Rule
506(b), it will have been exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "Act").
RULE 506(b)(1). Rule 506(b)(1) provides, as general conditions, that to
qualify for exemption under Rule 506, offers and sales must satisfy all the
terms and conditions of Rules 501 and 502. Rule 501 provides various definitions
and terms used in Regulation D. Rule 502 provides general conditions to be met
under paragraphs (a)-(d) of that Rule.
RULE 502(a). Rule 502(a) essentially provides that an offering
occurring within six months of one or more other offerings will be integrated
for purposes of determining whether an exemption under Regulation D exists, and
that all integrated offerings must collectively meet all of the terms and
conditions of Regulation D for any of the offerings to be exempt from the
registration requirements imposed by Section 5 of the Act.
PEI California engaged in one other offering within six months of the
Private Placement in December 2004. In this offering, PEI California raised,
through a private placement of securities, an aggregate of approximately
$300,000 and issued 103,666 shares of common stock and warrants to purchase an
aggregate of 31,100 shares of common stock. Each of the criteria discussed below
with respect to the Private Placement are also applicable with respect to the
December 2004 private placement, except that no private placement memorandum was
circulated with respect to the December 2004 private placement. More
specifically, each investor in the December 2004 private placement was an
"accredited investor," and the company obtained representations and warranties
to his effect; PEI California did not accomplish the private placement through
any medium of general solicitation or general advertising; PEI California
obtained customary representations and warranties from the investors that they
were acquiring the securities for their own account and not with a view to the
resale or distribution thereof; PEI California made appropriate disclosures to
<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 3
the investors regarding the restricted nature of the securities to be purchased
by those investors and included standard restrictive legends on the securities
acquired by the investors; and the number of investors, while less than 35, was
in any event not relevant as each investor was an "accredited investor."
Other than the March 2005 offering, PEI California did not engage in
another offering with six months of December 2004.
RULE 502(b). Rule 502(b) essentially provides for information delivery
requirements to any purchaser that is not an "accredited investor," as defined
in Rule 501(a), if an issuer sells securities under Rules 505 or 506. Rule
502(b) also specifies the type of information to be furnished by the issuer to
the purchasers.
Each of the 63 investors in the Private Placement was an "accredited
investor," as defined in Rule 501(a). The securities purchase agreement executed
by each investor contained customary and appropriate representations and
warranties from each such investor regarding their status as an "accredited
investor." PEI California also circulated and obtained completed investor
questionnaires from each of the 63 investors further attesting to their status
as an "accredited investor." Accordingly, the information requirements of Rule
502(b) were not applicable to the Private Placement. However, in connection with
the Private Placement, PEI California did prepare and circulate to the investors
a private placement memorandum containing the information otherwise required to
be delivered under Rule 502(b).
RULE 502(c). Rule 502(c) essentially provides that the manner of
offering by the issuer or any person acting on its behalf shall not be
accomplished through the offer or sale of securities by any form of general
solicitation or general advertising, including, but not limited to, (1) any
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, and (2) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.
PEI California did not accomplish the offer or sale of the securities
sold in the Private Placement through any medium of general solicitation or
general advertising, including the media specifically enumerated in Rule 502(c).
RULE 502(d). Rule 502(d) essentially provides for various limitations
on resales of securities acquired in a Regulation D exempt offering. Rule 502(d)
provides that purchasers of such securities cannot resell the securities without
registration under the Act or an exemption therefrom. In addition, Rule 502(d)
provides that the issuer shall exercise reasonable care to assure that the
purchasers of the securities are not "underwriters" as defined in Section 2(11)
of the Act, and also provides the manner of demonstrating reasonable care by
enumerating three actions that the issuer should undertake and complete.
<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 4
PEI California exercised reasonable care to assure that the purchasers
of the securities are not "underwriters" as defined in Section 2(11) of the Act
by, among other things, obtaining customary representations and warranties from
each of the 63 investors in the Private Placement that they were acquiring the
securities for their own account and not with a view to the resale or
distribution thereof. In addition, PEI California disclosed to each such
investor prior to sale that, upon their sale, except as otherwise provided in
the registration rights agreement executed by PEI California and each investor,
such securities would not be registered under the Act and could therefore not be
resold unless they were first registered under the Act or unless an exemption
from registration was available. Finally, PEI California ensured that a legend
on each certificate representing securities and on each warrant to acquire
securities stated that such securities (and warrants) have not been registered
under the Act and further set forth customary and appropriate restrictions on
the transferability and sale of the securities.
RULE 506(b)(2). Rule 506(b)(2) provides, as a specific condition, that
to qualify for exemption under Rule 506, offers and sales must be limited to no
more than 35 purchasers of securities from the issuer in any offering intended
to be exempt under Rule 506 from the registration requirements of Section 5 of
the Act. The number of purchasers is, however, to be calculated in accordance
with Rule 501(e), which provides that "accredited investors" are not included in
the limited number of 35 purchasers. Rule 506(b)(1) also provides, as an
additional specific condition, that to qualify for exemption under Rule 506,
each purchaser who is not an "accredited investor" be capable of evaluating the
merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within
such description.
As noted above, each of the 63 investors in the Private Placement was
an "accredited investors," as defined in Rule 501(a). The securities purchase
agreement executed by each investor contained customary and appropriate
representations and warranties from each such investor regarding their status as
an "accredited investor." PEI California also circulated and obtained completed
investor questionnaires from each of the 63 investors further attesting to their
status as an "accredited investor."
Based upon the foregoing, the Company concluded that the Private
Placement was exempt from registration under Section 4(2) of the Act.
Cover
-----
2. DISCLOSE THE NUMBER OF SHARES THAT UNDERLIE OUTSTANDING WARRANTS.
The Company has included on the cover page the number of shares of
common stock that underlie outstanding warrants and that are being registered
for resale under the Registration Statement.
<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 5
Summary, page 1
---------------
3. WE NOTE THAT YOUR OPENING SENTENCE DISCUSSES YOUR OPERATIONS GOAL.
PLEASE CLARIFY UP FRONT WHETHER OR NOT YOU CURRENTLY PRODUCE ETHANOL
AND REVISE THIS SECTION TO DISCUSS YOUR CURRENT OPERATIONS PRIOR TO
YOUR OPERATIONS GOAL. PLEASE REVISE YOUR DISCLOSURE IN MD&A AND
BUSINESS TO COMPLY WITH THIS COMMENT.
The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the Company
does not currently produce ethanol and to discuss its current and expected
operations prior to its operations goal. In addition, the Company has revised
its disclosures in the MD&A and Business sections commencing on pages 32 and 48,
respectively, of the Registration Statement, to make conforming changes in these
regards.
4. TO AVOID CONFUSION IN THE SECOND PARAGRAPH, CLARIFY WHO "WE" IS SINCE
YOU STATE "WE" ENGAGED IN A TRANSACTION WITH PACIFIC ETHANOL, THE
REGISTRANT. BRIEFLY DISCLOSE WHAT THE BUSINESS OPERATIONS OF ACCESSITY,
YOUR PREDECESSOR, WERE.
The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the
transaction engaged in by the Company was a transaction with Pacific Ethanol
California, Inc. In addition, the Company has provided additional disclosure in
the Prospectus Summary on page 3 of the Registration Statement regarding the
business operations of Accessity, the Company's predecessor.
5. PLEASE IDENTIFY AND QUANTIFY ALL OF THE CONSIDERATION GIVEN AND
RECEIVED IN THE MARCH 2005 SHARE EXCHANGE TRANSACTION.
The Company has provided additional disclosure in the Prospectus
Summary on page 3 of the Registration Statement to identify and quantify all of
the consideration given and received in connection with the March 2005 share
exchange transaction.
Risk Factors, page 5
--------------------
6. TO THE EXTENT POSSIBLE, AVOID THE GENERIC CONCLUSION YOU MAKE IN
CERTAIN OF YOUR RISK FACTORS THAT THE RISK DISCUSSED WOULD ADVERSELY
AFFECT YOUR BUSINESS AND RESULTS OF OPERATIONS. INSTEAD, PLEASE REPLACE
THIS LANGUAGE WITH SPECIFIC DISCLOSURE OF HOW YOUR BUSINESS AND RESULTS
OF OPERATIONS WOULD BE AFFECTED, I.E., DEMAND, SALES, PROFITS,
REPUTATION, ETC.
The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to avoid generic conclusions
regarding, among other things, that certain of the risks discussed would
adversely affect the Company's business and results of operations. These
conclusions have been replaced with more specific disclosure of how the Company
may be affected by such risk factors.
<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 6
7. SOME RISK FACTORS INCLUDE LANGUAGE LIKE "WE CANNOT ASSURE" OR "THERE IS
NO ASSURANCE." SINCE THE RISK FACTORS SHOULD SET FORTH THE POTENTIAL
RISK AND NOT YOUR INABILITY TO ASSURE OR GUARANTEE, PLEASE REVISE.
The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude language such as
"we cannot assure" or "there can be no assurance" and to include the specific,
potential risk.
8. IT APPEARS THAT SEVERAL OF YOUR RISK FACTORS DISCLOSE GENERIC RISKS
THAT COULD APPLY TO ANY ETHANOL COMPANY. ITEM 503(C) OF REGULATION S-K
PROHIBITS PRESENTING RISKS THAT COULD APPLY TO ANY ISSUER OR ANY
OFFERING. WE CITE THE FOURTH, FIFTH, SIXTH, EIGHTH, NINTH, ELEVENTH AND
TWELFTH RISK FACTORS. PLEASE EITHER CLEARLY EXPLAIN HOW EACH OF THESE
RISK FACTORS APPLIES TO YOUR COMPANY OR DELETE IT.
The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude certain generic
risks that could apply to any issuer or any offering, consistent with Item
503(c) of Regulation S-K. However, the Company believes that certain of the
risks specifically cited in your comment letter are significant and particular
enough to the Company to be included in the Registration Statement. Accordingly,
the Company has revised its disclosure in the Risk Factors section commencing on
page ___ of the Registration Statement to more clearly explain how each of the
included risks applies to the Company.
9. PLEASE MOVE THE RISK FACTORS REGARDING KINERGY, PEI AND PBI'S BUSINESS
RISKS TO PRECEDE THE RISKS RELATED TO YOUR COMMON STOCK.
The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to move the risk factors
regarding the business risks of Kinergy and PEI California to precede the risks
related to the Company's common sto
2005-10-26 - CORRESP - ALEXANDERS INC (ALX) (CIK 0000003499)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Shearman & Sterling LLP
599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069
WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179
(212) 848-8244
October 26, 2005
BY EDGAR AND FEDERAL EXPRESS
Mr. Jorge Bonilla
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Alexander's, Inc.
Form 10-K For the Fiscal Year Ended December 31, 2004
Form 10-Q For the Quarterly Period Ended March 31, 2005
Form 10-Q For the Quarterly Period Ended June 30, 2005
File No. 1-06064
Dear Mr. Bonilla:
We refer to your letter dated October 20, 2005 regarding a comment on the
above-referenced filings of Alexander's, Inc. (the "Company"). We have set forth
below the Company's response to the comment in your letter. For your
convenience, we have included your comment in full before our response.
On behalf of the Company, we advise you as follows:
Form 10-Q for the Quarterly Period Ended June 30, 2005
------------------------------------------------------
Note 4 - 731 Lexington Avenue, page 8
-------------------------------------
1. You state that you are recognizing the sales of the condominium units using
the percentage of completion method. We note on your balance sheet that you
have significant receivables arising from the sale of condominiums. Please
tell us how you considered these receivables in recognizing gain on these
sales and how you applied the criteria outlined in paragraph 37 of SFAS 66.
RESPONSE:
The Company notes for the information of the Staff that the
"receivables arising from the sale of condominiums" represent the
difference between the sales price on the 22 units under contract for
sale and the cash deposits received for those units. The Company has
recognized
<PAGE>
2
net gains on sale of condominiums in accordance with
paragraph 37 of SFAS 66, which states that if individual units in
condominiums projects are being sold separately, profit shall be
recognized using the percentage of completion method if all of the
following criteria are met:
(A) Construction is beyond a preliminary stage
o At June 30, 2005, approximately 92% of the project had been completed
and of the 105 condominium units, 77 had been sold and all proceeds
collected and 22 were under binding sales contracts.
(B) The buyer is committed to the extent of being unable to require a refund
except for non delivery of the unit
o All deposits are non-refundable unless there is a material change in
the condominium offering plan or in the event the Company is unable to
deliver the units within a reasonable period of time, as defined.
(C) Sufficient units have already been sold to assure that the entire property
will not revert to rental property
o Of the 105 condominium units, 77 had been sold and closed and 22 were
under binding sales contract at June 30, 2005.
(D) Sales prices are collectible
o The Company had assessed the collectibility of the sales prices of the
22 units under sales contract at June 30, 2005 in accordance with
paragraph 4 of SFAS 66 and notes for the information of the Staff that
the initial and continuing investments (non-refundable down payments
made by purchasers) received on the 22 condominiums that had not
closed as of June 30, 2005 were in excess of 25% of the purchase
prices, thus giving the buyers a substantial incentive to complete the
acquisition of the condominium units under binding sales contracts. In
addition, these individuals were of high credit standing further
mitigating any chance of default (these facts were similar for the 77
units previously sold and, in each case, the entire purchase price was
collected). The Company also notes for the information of the Staff
that as of September 30, 2005, the sales of 21 of the 22 units had
closed and the receivables relating to those 21 units have been
collected in full.
(E) Aggregate sale proceeds and costs can be reasonably estimated.
o At June 30, 2005, 92% of the project had been completed and
substantially all of the remaining project costs have been contracted
for.
****
<PAGE>
3
In connection with responding to your comment, the Company hereby acknowledges
that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have any additional comments or questions, please contact the undersigned
at (212) 848-8244 or Joseph Macnow, the Company's Chief Financial Officer, at
(201) 587-1000.
Very truly yours,
/s/ Danielle Carbone
Danielle Carbone
cc: Joseph Macnow -- Alexander's, Inc.
Alan Rice -- Alexander's, Inc.
Thomas Flinn -- SEC
</TEXT>
</DOCUMENT>
2005-10-24 - UPLOAD - ALAMO GROUP INC (ALG) (CIK 0000897077)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 6010
October 24, 2005
Mr. Richard J. Wehrle
Vice President and Controller
Alamo Group Inc.
1502 East Walnut
Seguin, TX 78155
Re: Alamo Group Inc.
Form 10-K for the fiscal year ended December 31, 2004
Filed March 11, 2005
File No. 001-13854
Dear Mr. Wehrle:
We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.
Sincerely,
Martin F. James
Senior Assistant Chief
Accountant
</TEXT>
</DOCUMENT>
2005-10-20 - CORRESP - ALAMO GROUP INC (ALG) (CIK 0000897077)
CORRESP
1
filename1.htm
Correspondence
October 19, 2005
Mr. Brian Cascio
Accounting Branch Chief
Division of Corporation
Finance
Securities and Exchange
Commission
450 Fifth Street N.W.
Washington, DC 20459-6010
RE: Alamo Group Inc.
Form 10-K for the
year ended December 31, 2004
Filed March 11,
2005
Form 10-Q for the
quarter ended June 30, 2005
File No.
001-13854
Dear Mr. Cascio,
In connection with the
responses to our comments, the Company acknowledges that:
- the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;
- staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and
- the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
We
hope these responses will provide you with the information you need. Please
call me if you need any further information at (830) 372-9620.
Sincerely,
Richard J. Wehrle
Vice President and Controller
cc: Mr. Ronald A. Robinson, President and CEO of
Alamo Group Inc.
Mr. David Morris, Chairman of the Audit
Committee of Alamo Group Inc.
2005-10-20 - UPLOAD - ALEXANDERS INC (ALX) (CIK 0000003499)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 4561
October 20, 2005
Mr. Joseph Macnow
Executive Vice President and Chief Financial Officer
Alexander`s, Inc.
210 Route 4 East
Paramus, NJ 07652
Re: Alexander`s, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Quarterly Period Ended March 31, 2005
Form 10-Q for the Quarterly Period Ended June 30, 2005
File No. 1-06064
Dear Mr. Macnow:
We have reviewed your filings and have the following
comment.
We have limited our review to only the issue addressed below and
will
make no further review of your documents. In our comment, we ask
you
to provide us with information so we may better understand your
disclosure. Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-Q for the Quarterly Period Ended June 30, 2005
Note 4 - 731 Lexington Avenue, page 8
1. You state that you are recognizing the sales of the condominium
units using the percentage of completion method. We note on your
balance sheet that you have significant receivables arising from
the
sale of condominiums. Please tell us how you considered these
receivables in recognizing gain on these sales and how you applied
the criteria outlined in paragraph 37 of SFAS 66.
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please understand
that
we may have additional comments after reviewing your responses to
our
comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3414 if you have questions.
Sincerely,
Jorge Bonilla
Senior Staff Accountant
Mr. Joseph Macnow
Alexander's, Inc.
October 20, 2005
Page 1
</TEXT>
</DOCUMENT>
2005-10-12 - CORRESP - ALAMO GROUP INC (ALG) (CIK 0000897077)
CORRESP
1
filename1.htm
Prepared by E-Services - www.edgar2.com
October 12, 2005
Mr. Brian Cascio
Accounting Branch Chief
Division of Corporation
Finance
Securities and Exchange
Commission
450 Fifth Street N.W.
Washington, DC 20459-6010
RE: Alamo Group Inc.
Form 10-K for the
year ended December 31, 2004
Filed March 11,
2005
Form 10-Q for the
quarter ended June 30, 2005
File No.
001-13854
Dear Mr. Cascio,
We have received your letter
dated September 26, 2005 requesting additional information concerning comments
you had on the above referenced filings. I have listed each question below
followed by a response that has been bolded for your convenience.
We appreciate the opportunity
to provide additional information and to clarify any items that may be
unclear. We hope these answers will be sufficient in helping you understand
our disclosures.
Form
10-K for the fiscal Year Ended December 31, 2004
Management's
Discussion and Analysis of Financial Conditions and Results of Operations
Results
of Operations - Page 15
1. In future filings, where
changes in financial statement line items are the result of several factors
each significant factor should be separately quantified and discussed. For
example, you say that sales increased due to various price and volume factors,
including "higher prices for cattle and other agricultural commodities:,
"increased order rates.particularly in (the) Rhino and Schulte product lines,"
and European sales increased as a result of "aggressive marketing initiatives,
cross selling related products.and internal sales growth": and "the strength of
the exchange rate of the British Pound and the Euro compared to the U. S.
dollar further aided the results of the Company's foreign operations."
Additionally, we see that gross margins increased "mainly from higher sales
levels and improved operational efficiencies.offset by ongoing increases in
steel prices and fuel costs." However, you do not quantify the impact of each
of these factors. Apply throughout MD&A. Refer to SEC Release Nos.
33-8350, 34-48960 and FR-72.
Mr. Brian Cascio
Securities and Exchange
Commission
October 12, 2005
Page 2
When the Company is comparing various components that
affect sales, it is difficult to quantify for various reasons. The Company
stated that revenue grew due to "higher prices for cattle and other
agricultural commodities have led to growth in farm incomes." We factually know
that these commodity prices were up and historically each time it has increased
our incoming orders which translate to higher sales. As per the comments of
improved Rhino and Schulte product lines, aggressive marketing initiatives,
internal sales growth, higher sales levels, and cross- selling related
products, the Company does not want to reveal sales from acquisitions as well
as internal growth numbers from various products in order to protect
information that could be helpful to our competitors and detrimental to the
profitability of the Company. The majority of our competitors are privately
owned and do not publish financial information.
The increase from steel prices and fuel costs were
difficult to ascertain due to the fact that the Company sometimes buys these
commodities directly but more typically buys them individually from vendors who
build these increases in their unit prices making it very difficult and
cumbersome to extract and report on.
Note
10 to Stock Options, page 43
2.
Please revise your
disclosures in future filings to include all the disclosures required by SFAS
123. These disclosures should include:
- The weighted-average exercise
price of options granted, exercised, cancelled, outstanding at the beginning
and end of the year and exercisable at the end of the year;
- The weighted-average grant-date
fair value of options granted during the year; and
- For options outstanding at the
date of the latest statement of financial position presented, the range of
exercise prices (as well as the weighted-average exercise price) and the
weighted-average remaining contractual life of options outstanding and the
number and weighted-average exercise price of options currently exercisable.
The Company plans to follow FAS123 for the 12/31/05
10K filing and we will adhere to all disclosures required under that statement.
Mr. Brian Cascio
Securities and Exchange
Commission
October 12, 2005
Page 3
Form
10-Q for the Quarterly Period Ended June 30, 2005
Item
4. Controls and Procedures, page 19
3. In light of the fact that
significant control deficiencies existed as Rousseau Holdings, tell us in
reasonable detail the basis for the officers' conclusions that the company's
disclosure controls and procedures were nonetheless effective as of the end of
the period covered by the report. Additionally, please tell us whether the
control deficiencies are a material weakness.
The access control deficiencies noted at Rousseau
Holdings do not directly affect the Company's ability to record, process,
summarize or report information required to be disclosed in the reports that it
files under the Exchange Act within the time periods specified in the
Commission's rules and forms. Accordingly, management concludes that the
Company's disclosure controls and procedures were effective as of the end of
the period covered by the report. The size of Rousseau as it relates to the
consolidated Company is 5% of sales 8% of assets and 3% of pretax income.
Management believes the control deficiencies noted at Rousseau
Holdings do not constitute a material weakness because they pertain to Rousseau
only and do not result in more than a remote likelihood that a material
misstatement in consolidated financial statements would not be prevented or
detected.
4.
In this regard, also tell
us the specific steps that the company has taken, if any, to remediate the
control deficiencies.
Features and functions available within two computer
systems are being reviewed to determine how they can be used to implement
effective access controls. An implementation plan will be developed based on
the results of that review.
We
hope these responses will provide you with the information you need. Please
call me if you need any further information at (830) 372-9620.
Sincerely,
/s/ Richard J. Wehrle
Richard J. Wehrle
Vice President and Controller
cc: Mr. Ronald A. Robinson, President and CEO of
Alamo Group Inc.
Mr. David Morris,
Chairman of the Audit Committee of Alamo Group Inc.
2005-09-26 - UPLOAD - ALAMO GROUP INC (ALG) (CIK 0000897077)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 6010
September 26, 2005
Via U.S. Mail and Facsimile
Mr. Richard J. Wehrle
Vice President and Corporate Controller
Alamo Group Inc.
1502 East Walnut
Seguin, Texas 78155
Re: Alamo Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 11, 2005
File No. 001-13854
Dear Mr. Wehrle:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14
Results of Operations, page 15
1. In future filings, where changes in financial statement line
items
are the result of several factors each significant factor should
be
separately quantified and discussed. For example, you say that
sales
increased due to various price and volume factors, including
"higher
prices for cattle and other agricultural commodities", "increased
order rates...particularly in [the] Rhino and Schulte product
lines,"
and European sales increased as a result of "aggressive marketing
initiatives, cross selling related products...and internal sales
growth" and "the strength of the exchange rate of the British
Pound
and the Euro compared to the U.S. dollar further aided the results
of
the Company`s foreign operations." Additionally, we see that
gross
margins increased "mainly from higher sales levels and improved
operational efficiencies...offset by ongoing increases in steel
prices and fuel costs." However, you do not quantify the impact
of
each of these factors. Apply throughout MD&A. Refer to SEC
Release
Nos. 33-8350, 34-48960, and FR-72.
Note 10. Stock Options, page 43
2. Please revise your disclosures in future filings to include all
the disclosures required by SFAS 123. These disclosures should
include:
* the weighted-average exercise price of options granted,
exercised,
cancelled, outstanding at the beginning and end of the year, and
exercisable at the end of the year;
* the weighted-average grant-date fair value of options granted
during the year; and
* for options outstanding at the date of the latest statement of
financial position presented, the range of exercise prices (as
well
as the weighted-average exercise price) and the weighted-average
remaining contractual life. For each range, include the number,
weighted-average exercise price, and weighted-average remaining
contractual life of options outstanding and the number and
weighted-
average exercise price of options currently exercisable.
Form 10-Q for the Quarterly Period Ended June 30, 2005
Item 4. Controls and Procedures, page 19
3. In light of the fact that significant control deficiencies
existed
at Rousseau Holdings, tell us in reasonable detail the basis for
the
officers` conclusions that the company`s disclosure controls and
procedures were nonetheless effective as of the end of the period
covered by the report. Additionally, please tell us whether the
control deficiencies are a material weakness.
4. In this regard, also tell us the specific steps that the
company
has taken, if any, to remediate the control deficiencies.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010. Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.
Sincerely,
Brian Cascio
Accounting Branch Chief
??
??
??
??
Mr. Richard J. Wehrle
Alamo Group Inc.
September 26, 2005
Page 2
</TEXT>
</DOCUMENT>
2005-09-20 - UPLOAD - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
September 20, 2005
Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711
Re: Pacific Ethanol, Inc.
Registration Statement on Form S-1
Filed on August 19, 2005
File No. 333-127714
Dear Mr. Koehler:
We have limited our review of your filing to those issues we
have addressed on our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please provide us your analysis of why the $21 million private
placement to 63 investors was exempt from registration under
Section
4(2) of the Securities Act.
Cover
2. Disclose the number of shares that underlie outstanding
warrants.
Summary, page 1
3. We note that your opening sentence discusses your operations
goal.
Please clarify up front whether or not you currently produce
ethanol
and revise this section to discuss your current operations prior
to
your operations goal. Please revise your disclosure in MD&A and
Business to comply with this comment.
4. To avoid confusion in the second paragraph, clarify who "we" is
since you state "we" engaged in a transaction with Pacific
Ethanol,
the registrant. Briefly disclose what the business operations of
Accessity, your predecessor, were.
5. Please identify and quantify all of the consideration given and
received in the March 2005 share exchange transaction.
Risk Factors, page 5
6. To the extent possible, avoid the generic conclusion you make
in
certain of your risk factors that the risk discussed would
adversely
affect your business and results of operations. Instead, please
replace this language with specific disclosure of how your
business
and results of operations would be affected, i.e. demand, sales,
profits, reputation, etc.
7. Some risk factors include language like "We cannot assure" or
"There is no assurance." Since the risk factors should set forth
the
potential risk and not your inability to assure or guarantee,
please
revise.
8. It appears that several of your risk factors disclose generic
risks
that could apply to any ethanol company. Item 503(c) of
Regulation S-
K prohibits presenting risks that could apply to any issuer or any
offering. We cite the fourth, fifth, sixth, eighth, ninth,
eleventh
and twelfth risk factors. Please either clearly explain how each
of
these risk factors applies to your company or delete it.
9. Please move the risk factors regarding Kinergy, PEI and PBI`s
business risks to precede the risks related to your common stock.
The Market Price of Ethanol is Volatile..., page 13
10. Please reconcile your first statement with statements
throughout
the prospectus that the price of gasoline has the largest
influence on
the price of ethanol. Please discuss how recent events, including
the
large increase in the price of gasoline may impact your business,
including demand for ethanol.
MD&A Overview, page 23
11. Regarding the October 2005 PBI acquisition, please disclose
the
time frame in which you expect the ethanol production facility to
start generating revenue. Disclose also your current estimate of
the
cash required to satisfy the first year`s expected debt service
requirements on the related debt financing. See Item 303(a)(1) of
Regulation S-K.
12. We note the substantial decline in Kinergy`s gross margin --
from
3.9% in 2004, to 1.7% in the first quarter of 2005, and to .7% in
the
quarter ended 6/30/05. On pages 24, 28, and 38, this decline is
attributed to (1) inventory gains in prior periods and (2)
historical
increases in ethanol prices. However, given that the 6/30/05
inventory
balance is substantially higher than in prior periods, and given
the
significant increase in ethanol prices during the quarter ended
6/30/05, there is a concern that readers may not fully understand
why
the 6/30/05 gross margin is 59% lower than the first quarter and
82%
lower than 2004. Please provide a detailed disclosure to clarify
this
issue. Disclose the extent to which margins have been impacted by
changes in ethanol prices and by gains/losses resulting from the
unmatched purchase/sale commitments referenced on page 10.
13. Please tell us supplementally of the source or basis for your
statements in the fourth full paragraph on page 24. Please also
tell
us the source or basis for your statement on page 36 that "we
believe
that approximately 4.0 million tons... " and for your statements
on
page 39 regarding the demographics of certain areas in California.
Results of Operations, page 27
14. Please quantify each component that attributed to changes in
results of operations. For example, on page 28, quantify the
additional headcount and each component of expenses and on page
29,
quantify the decrease in sales of grain inventory. If material,
please disclose and quantify the other components of changes in
results of operations. For example disclose and quantify the
other
components of the increase in SG&A on page 28 and the decrease in
net
sales on page 29.
Liquidity and Capital Resources, page 30
15. On page 31, please quantify how much it will cost to complete
the
site preparation, acquisition of equipment and engineering
services at
the Madera County facility. Please disclose the estimated total
cost
to complete this production facility.
16. Please identify your "current and future available capital
resources."
Business, page 33
Overview of Ethanol Market, page 34
17. We note your citation of the "Renewable Fuels Association,"
"BBI
International" and "Rinker & Berger." Please tell us what
materials
or documents from these entities association you have relied upon
and
whether they are the most recent materials on the subject by the
authors. With respect to these materials, please tell us whether
they
have been made available to the public, without payment of
subscription or similar fees. Have any of these materials been
published in widely circulated media of general interest or among
industry participants? If so, please tell us when and where.
Unless
these materials have been used in widely circulated media of
general
interest or among industry participants, you must either adopt the
statements you attribute to them as your own or file signed
consents
for their use. We note that the BBI International study was
prepared
for ReEnergy. Tell us whether or not this study was prepared for
a
fee. If so, please file a consent by BBI International for the
use of
its statements and findings in the prospectus.
Kinergy Customers, page 37
18. Please identify any customers who accounted for 10% or more of
your sales pursuant to Item 101(c)(vii) of Regulation S-K.
Competition, page 41
19. Please disclose the principal methods of competition and
discuss
the negative factors pertaining to your competitive position
pursuant
to Item 101(c)(x) of Regulation S-K.
Certain Relationships and Related Transactions, page 57
20. Please separate the transactions between related parties of
Accessity and the current subsidiaries prior to the share exchange
from the related transactions among related parties of the
subsidiaries so that investors are clear as to what the
relationship
between Accessity and the current subsidiaries was prior to the
share
exchange agreement.
Selling Security Holders, page 66
21. Please disclose how each seller acquired the securities. For
example, disclose whether sellers acquired their shares in
connection
with the $21 million private placement, the share exchange
transaction, warrants, compensation or other transactions.
22. Please identify the number of shares being offered pursuant to
the
different transactions.
23. Please name all natural persons who share beneficial ownership
with Neuberger Berman, Chadbourn Securities, Fairmont Analytics,
Blair
Capital, and Sycamore Capital Partners.
24. Please disclose any affiliation between the sellers and
officers
and directors of the company. We note, for example, that Paul
Koehler,
the Turner and Illiquid Assets Trusts are sellers. Also disclose
if
there are any material relationships between you or your
affiliates
and any of the placement agents. If any of your officers or
directors
will receive or share in proceeds from the offering, please
provide
appropriate cover page disclosure.
25. We note your disclosure that some of the sellers are
transferees
of placement agents in certain private placement transactions of
PEI
California that occurred prior to the consummation of the Share
Exchange Transaction. Please identify these sellers and tell us
what
exemption from registration was relied on.
26. Please confirm that none of the sellers currently have open
positions in the common stock. If any of the sellers do have
short
positions, please indicate the size of the short position.
Supplementally confirm that you are aware of Telephone Interp.
A.65
(July 1997) on this matter, which is publicly available on our
website.
Private Placements Transactions through Which the Selling Security
Holders Obtained Beneficial Ownership of the Offered Shares, page
74
27. It appears that not all the private placement transactions are
described. Please describe these transactions and the replacement
warrants. Also describe in greater detail the terms of the
warrants.
Plan of Distribution, page 75
28. Please identify the sellers who are broker-dealers as
underwriters
and identify these sellers. Broker dealers and their affiliates
who
received the securities as compensation for underwriting
activities
need not be identified as underwriters. Accordingly, please
revise
the statement that "each of the selling security holders has
represented to us that it is not acting as an underwriter... ."
Financial Statements
Note 2, page F-7
29. Please disclose how PEI accounted for its acquisition of
Accessity. Please quantify the assets and liabilities acquired and
disclose whether Accessity had any business operations on 3/23/05.
Disclose whether the transaction was accounted for as a
recapitalization and whether any fair value purchase accounting
adjustments were recorded.
30. ReEnergy`s historical financial statements reflect no material
assets or operating activities. Similarly, according to page 2,
ReEnergy has no current "significant business operations or
plans."
Further, the transaction does not appear to constitute a business
combination as outlined in paragraph 9 of SFAS 141. Therefore, it
does
not appear appropriate to record goodwill in the ReEnergy
acquisition.
If the primary business purpose of the ReEnergy transaction was to
compensate ReEnergy`s members for a feasibility study on the
Visalia
project, then presumably the $972,250 purchase price should be
accounted for as a research and development expense in PEI`s
6/30/05
statement of operations. Please revise the financial statements
pursuant to SFAS 2.
Purchase Agreement, page F-14
31. We note the $48 million PBI acquisition that is expected to
close
October 2005. It appears that PBI historical financial statements,
and
pro forma data, are required pursuant to Article 3-05 of
Regulation S-
X. See also Item 11(e) of the Form Instructions.
Kinergy Statements of Income, page F-40
32. Please disclose related party transactions on the face of the
financial statements. See the guidance in Article 4-08(k) of
Regulation S-X.
Revenue Recognition, page F-42
33. It is not clear whether Kinergy`s revenue recognition
practices
comply with EITF 99-19. In this regard, we note certain features
in
its ethanol marketing agreement (filed with the 8/31/05 Form 8-K)
that
may be indicative of net revenue reporting. Article 1.1 defines
Kinergy`s marketing (incentive) fee as a fixed 1% of the
transaction
amount. Article 2.1(c) suggests that the supplier, not Kinergy,
assumes the credit risk. Article 2.1(e)(iii) appears to give the
supplier authority over Kinergy`s selection of customers. Article
2.1(f) prohibits Kinergy from purchasing ethanol without a
matching
sales commitment. Article 2.3(c) suggests that the supplier is the
primary obligor since they are obligated to provide an alternative
source of ethanol product in the event they cannot produce the
ethanol
due to production problems. Also, we note the disclosure on p. 39
that
"In the event that our suppliers ship ethanol directly to our
customers, risk of loss passes directly from our suppliers to our
customers and we do not assume any risk of loss." Given the
varying
features of Kinergy`s marketing transactions, it is not clear that
all
of the transactions should be reported as gross revenue in the
historical financial statements. Please provide us with an
analysis of
this issue as it applies to Kinergy`s annual financial statements
and
the Registrant`s 6/30/05 financial statements. Also, please
provide us
with copies of representative sales contracts used in transactions
with the 2 customers referenced on page 11 as comprising 29% of
2005
sales.
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
2005-06-27 - UPLOAD - ASTRO MED INC /NEW/ (ALOT) (CIK 0000008146)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Room 4561
June 24, 2005
Mr. Joseph P. O`Connell
Vice President, Treasurer and Chief Financial Officer
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
Re: Astro-Med, Inc.
Item 4.01 Form 8-K
Filed June 15, 2005
File No. 000-13200
Dear Mr. O`Connell:
We have reviewed your filing and have the following
comments.
We may ask you to provide us with more information so we may
better
understand your disclosure. Please be as detailed as necessary in
your explanation. After reviewing this information, we may or may
not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 8-K filed June 15, 2005
1. Revise to state whether during the two most recent fiscal years
and the subsequent interim period through the date of dismissal
(i.e.
June 9, 2005) there were any disagreements with the former
accountant
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its reports. See
Item 304(a)(1)(iv) of Regulation S-K.
2. We note your disclosure in paragraph four. Please note this
disclosure is not required until you have engaged a new
independent
accountant. If you choose to retain this disclosure, please
revise
the subsequent interim period to be the period through the date of
the dismissal, June 9, 2005.
3. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.
As appropriate, please respond to these comments within
five
business days or tell us when you will respond. Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T. Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Robert Benton, Review Accountant at (202) 551-3804 or me at
(202) 551-3226 if you have questions regarding these comments.
Sincerely,
Craig Wilson
Senior Assistant Chief
Accountant
??
??
??
??
Joseph P. O'Connell
Astro-Med, Inc.
June 24, 2005
Page 2
</TEXT>
</DOCUMENT>
2005-05-19 - UPLOAD - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0303
April 18, 2005
By facsimile (206) 623-7022 and U.S. Mail
William Gleeson, Esq.
Preston Gates Ellis LLP
925 Fourth Avenue Suite 2900
Seattle, Washington 98104-1158
RE: Alaska Air Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Amendment No. 1
File No. 001-08957
Filed April 4, 2005
Dear Mr.Gleeson:
We have reviewed your filing and have the following comments.
Letter to Stockholders
1. We note your response to comment 3. Because a solicitation
in opposition exists, however, the letter to Stockholders should be
amended to state that the execution of your proxy card will revoke
any previously executed proxies and to clarify that security
holders may revoke previously executed proxies by voting in person
at the meeting. You may wish to use a cross reference to provide
stockholders with more detailed information.
Questions and Answers, page 3
Why am I receiving this annual meeting information and proxy?
Page 3
2. We note your response and the related disclosure concerning
the steps that a nominee security holder must take in order to vote
his or her shares. Please expand the disclosure to explain the
purpose of a legal proxy and the steps the security holder should
take in order to obtain a legal proxy.
What if I change my mind after I submit my proxy? Page 3
3. Please revise to clearly describe how a verbal, or
telephonic, proxy may revoke an earlier writing, or advise.
How many votes must each of the stockholder proposals receive in
order to pass?
4. Please revise the proxy statement to include the substance of
the analysis provided in response to prior comment 11. In
particular, summarize the security holders must amend the certificate
of incorporation in order to change the Board`s purview in this area.
Proxy Card
5. Revise each of the security holder proposals on the proxy
card and the voting instruction form to provide a clearly designated
box, identical to those provided for proposal 1, so that security
holders may choose to vote for, against or abstain for each proposal.
Closing Comment
Please revise the filing in response to these comments.
Provide a cover letter keying your responses to these comments,
and file that letter electronically. Please provide any requested
supplemental information. If you believe that complying with the
comments is not appropriate, tell us why in your letter. We may
have comments after reviewing your revised materials and your
responses. Please direct questions to me at (202) 942-1762.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions
</TEXT>
</DOCUMENT>
2005-04-19 - CORRESP - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[Preston Gates & Ellis LLP Letterhead]
April 19, 2005
Julia E. Griffith, Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alaska Air Group, Inc.
Amendment No. 2 Preliminary Proxy Statement
Responses to your comment letter of April 18, 2005
File no. 001-08957
Dear Ms. Griffith:
On behalf of our client, Alaska Air Group, Inc. (the "Company"), we
supplement our letter of April 18, 2005 that set forth responses to the Staff's
comment letter dated April 18, 2005. In this letter, we focus only on your
comment no. 3. In connection with this letter, the Company is not further
revising its revised preliminary proxy materials submitted in April 9, 2005.
WHAT IF I CHANGE MY MIND AFTER I SUBMIT MY PROXY? PAGE 3
---------------------------------------------------------
3. COMMENT: Please revise to carefully describe how a verbal, or
telephonic, proxy may revoke an earlier writing, or advise.
RESPONSE: Our response in our letter of April 18, 2005 was as follows:
We have made it clear that a telephonic proxy may revoke an
earlier writing.
As we read your comment, we sense that you may have doubts that a
telephonic proxy may revoke an earlier dated written proxy. After
receipt of your letter, the Company confirmed that the technology
is such that records are kept so that a telephonic proxy would in
fact revoke an earlier written proxy. Other companies have
disclosure consistent with this position. For example, in
definitive material filed on March 10, 2005, Praxair stated:
Revocation of Proxy You may revoke your proxy at any time
before it is voted by filing with Praxair's Secretary a
written revocation, by timely delivery of a properly
completed, later-dated proxy (including by Internet or
telephone), or by voting in person at the Annual Meeting.
<PAGE>
We supplement that response as follows.
It may be that your comment has in mind a practice that ADP changed
last year. Until last year, ADP, acting as agent for brokers, would
not allow beneficial holders to use electronic means of giving
voting instructions, by telephone or Internet, in the event of a proxy
contest. Thus, where there was a contest, beneficial holders who
received voting instruction forms from ADP could only respond by mail
and could not give instructions by telephone or Internet. That is no
longer the case. Under ADP's former practice, in the event of a proxy
contest, a telephonic instruction could not revoke an earlier-dated
written vote. But now in a proxy contest, a telephonic instruction
will revoke an earlier-dated written vote. (In any case, the former
ADP rule against electronic voting would not have applied to the
current situation. It is our understanding that ADP, acting on behalf
of brokers, used to disable electronic voting only in the event that
there was a contest for purposes NYSE Rule 452. There was no contest
for purposes of Rule 452 last year, and based on our reading of the
insurgents' preliminary proxy material, there will be no Rule 452
contest this year. So even if ADP's rule still were in effect, it
would not apply to this situation.)
Record holders respond to Equiserve (the transfer agent) in order to
grant a proxy and Equiserve's system now allows, and in the past has
allowed, the use of electronic voting in addition to mail voting and
does not and did not have a rule disabling the use of electronic
voting in the event of a proxy contest. The issue of whether a
telephonic proxy will revoke an earlier-dated written proxy does not
now and has not in the past been an issue for record holders.
We hope that the foregoing adequately responds to the concerns of the
Staff. Please do not hesitate to contact me at (206) 370-5933 or Chris K. Visser
at (206) 370-8343 if you have any questions or further comments with respect to
the foregoing.
Please feel free to call me with any comments or questions. Time is very
short for us and whatever we can do to resolve issues today or tomorrow, we will
do.
Very truly yours,
Preston Gates & Ellis LLP
By /s/ William Gleeson
William Gleeson
cc: Peter Kraus
Shannon Alberts
Chris K. Visser
</TEXT>
</DOCUMENT>
2005-03-30 - UPLOAD - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 30, 2004
Via U.S. Mail and facsimile at 360-666-6483
Mr. Steve Nieman
15204 NE 181st Loop
Brush Prairie, Washington 98606
Re: Alaska Air Group, Inc. ("AAG")
Preliminary Proxy Statement on Schedule 14A
Filed November 17, 2004
Filed by Steve Nieman, Richard D. Foley and
Robert C. Osborne MD, et al.
File No. 001-08957
Dear Mr. Nieman:
We have reviewed your filings and have the following
comments. Where indicated, we think you should revise your
document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as
detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional comments.
Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.
Preliminary Schedule 14A
General
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff
to be certain that they have provided all information investors
require. Since the participants in the solicitation are in
possession of all facts relating to its disclosure, the participants
are responsible for the accuracy and adequacy of the disclosures
they have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the participants are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the participants may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.
2. We note you have defined Alaska Air Group, Inc. as "the
Company-AAG" on the first page of the proxy statement. As this page
will not be furnished to shareholders, be sure to define the term
elsewhere in the body of the proxy statement. Also, be sure to use
the term consistently throughout the document rather than referring
to Alaska Air Group, Inc. as the "Company" in certain instances and
as "the Company-AAG" in others. Revise accordingly.
3. We note that, throughout your proxy materials, you refer
readers to the Company-AAG`s proxy materials. Consider whether it
might be more helpful to readers to make specific references to the
sections of the materials that you are directing them to read. Note
that we believe reliance on Rule 14a-5(c) before AAG distributes the
information to security holders would be inappropriate.
Therefore, please confirm your understanding that you may not
disseminate your materials until AAG has filed and mailed definitive
proxy solicitation materials.
4. As you are aware, soliciting materials used prior to the
delivery of definitive proxy materials must be filed no later than
the date the materials are first sent or given to shareholders. Refer
to Rule 14a-12(b). It appears that you have not filed all of the
additional soliciting materials that appear on your website,
www.votepal.com, or the linked websites. Since it appears the
materials on these sites are posted under circumstances reasonably
calculated to result in the procurement, withholding or revocation
of a proxy, they should be filed as additional definitive
materials. Furthermore, the websites you maintain should contain
legends identifying the participants and encouraging security
holders to read the proxy statement. In addition, any future
written soliciting material, including any emails, postings to
your website and scripts to be used in soliciting proxies over
the telephone, should comply fully with the disclosure and filing
requirements of Rule 14a-12. This includes, for example, the
electronic mail you intend to use "to communicate with and contact
some of the shareholders of the Company-AAG, such as Institutional
holders." Refer to Rules 14a-12(b) and 14a-12(c)(2).
5. Rule 14a-3(a) requires that no solicitation be made unless it
is preceded or accompanied by a proxy statement containing all of
the information prescribed by Schedule 14A. Your proposed approach
of sending an email or postal mail version of the proxy statement
after you receive the proxy card is not in keeping with the rule.
Please revise.
6. Avoid issuing statements in your proxy statement that directly
or indirectly impugn the character, integrity or personal reputation
or make charges of illegal, improper or immoral conduct without
factual foundation. Disclose the factual foundation for such
assertions or delete the statements. Support for opinions or
beliefs should be self-evident, disclosed in the proxy statement
or provided to the staff on a supplemental basis, with a view
toward disclosure, by submitting a Schedule 14A that has been
annotated with support for each of the assertions made. In this
regard, note that the factual foundation for such assertions must
be reasonable. Refer to Rule 14a-9. The following statements
should be revised or deleted:
* Your implication that shareholders do not have the right to see
all communications by the Company-AAG when, in fact, they too could
make a FOIA request; see "We favor Open and Full Disclosure;"
* Your statement that "We believe that the shareowners have the
right to see all communications by the Company-AAG that is not
competitively sensitive in nature, such as management requests for
no-action letters, expensive resources such as LexisNexis
notwithstanding..." implies that management and others are keeping
information from shareholders;
* Your statement that over 90% of the Company-AAG`s shares are
held by institutional investors;
* Your statement that "...we can let words paint a picture of the
dedication of this management team, in our opinion, to exclude and
disregard any and all input by shareowners, most disheartening,
its employee shareowners"; and
* Your statement that "We cannot believe rational investors in the
Company-AAG will endorse the form of business philosophy that the
management of the Company-AAG has demonstrated in the recent
past."
Beginning of the Challengers` Remarks
7. We note that you make several statements regarding how AAG has
reacted and will react to your suggestion that all director
nominees be included on AAG`s proxy card. It is not appropriate to
make statements anticipating the decisions AAG will make with
regard to this proxy contest, particularly because you are implying
that they are required to abide by your request when, in fact, they
are not. You must delete these statements. Moreover, to the extent
you allude to a decision AAG made last year, you should include a
brief discussion of the reasons AAG provided for making such decision;
provide supplemental support for these statements and note whether
they were acting in accordance with their rights under
corporations and securities law. Revise throughout to delete or
revise these statements accordingly.
How We Plan to Solicit
8. We note that you will solicit proxies primarily through your
web-site, www.votepal.com. Please advise us as to how you plan on
verifying that any person from whom you have received a proxy has
previously been furnished with a proxy statement. See Rule 14a-
3(a).
How do I cast my Vote using the CHALLENGER`S Proxy Card?
9. You indicate here that worker 401(k) plan participants "will
have to vote via EquiServe to complete the requirement that the
Vanguard and the Fidelity trustees be notified of your voting
instructions." Please clarify what you mean by this and your
statement that follows, "you will need to obtain a legal proxy
from the Company-AAG or the trustee." We note that you have not
included a Voting Instruction Form with your proxy statement,
similar to AAG`s, such that plan participants may instruct the
trustees on how to vote the plan`s shares. Do you intend to mail
this form to participants who request it, or will it be available
only through your web site?
You May Vote in Person At the Meeting
10. You direct shareholders who hold shares in street name through
a bank or broker to "contact them to receive from them a legal
proxy." Please revise to clarify what you mean by this. Do you
mean to say that such beneficial shareholders should send
instructions to the broker or bank on how they would like to vote
their shares, to the extent they want to vote in favor of your
nominees? Please advise shareholders as to how they should make
brokers or banks aware of your solicitation and instruct them on
how they should arrange for proxy authority to be given to you.
Information About Challenger Nominees/Participants in the
Solicitation
11. Revise to provide information that fully complies with Item 7
of Schedule 14A and Item 401 of Regulation S-K for all six nominees
in the solicitation. For example, revise to include the dates of
employment for Dr. Osborne and a description of "business analyst"
for Mr. John Chevedden.
Shareholder Proposals
12. We note that you intend to make an additional twenty-three
proposals. Please confirm your understanding that each of those
proposals must comply with Items 18, 19 and 20 of Schedule 14A,
as applicable.
Further Matters
13. It is not clear what you mean when you say that "the
relationship between workers and the management of the Company-AAG
must be enhanced by providing flexibility through transparency
and teaming with customers and outside stockowners. Ownership-sharing
of productive capital assets represented by ownership of
ever-climbing fixed costs covering employee compensation and benefits.
These lower fixed hourly-wage costs could be supplemented by variable
payouts from capital ownership, such as a payout of profit sharing,
employee performance bonuses, stock options, dividends on stock, as
well as share price appreciation." Please revise to clarify what your
goals are, and what your nominees intend to do if they are elected to
further those goals.
Form of Proxy
14. Include instructions explaining how a shareholder can withhold
authority to vote for the listed director nominees. See Rule 14a-
4(b)(2)(ii).
15. Revise to provide the means by which a security holder may
elect to abstain from voting. See Rule 14a-4(b)(1) of Regulation
14A.
16. Advise us, with a view toward revised disclosure, whether or
not the participants intend to use proxies that have been executed
without a choice that has been specified by the security holder.
See Rule 14a-4(b)(1) of Regulation 14A.
Closing Comments
As appropriate, please amend your Schedule 14A and other
filings in response to these comments. You may wish to provide us
with marked copies of the amendments to expedite our review.
Please furnish a cover letter with your amendments that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.
Direct any questions to me at (202) 942-1762.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions
</TEXT>
</DOCUMENT>
2005-03-03 - UPLOAD - ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 2, 2005
Via U.S. Mail and facsimile at 360-666-6483
Mr. Steve Nieman
15204 NE 181st Loop
Brush Prairie, Washington 98606
Re: Alaska Air Group, Inc. ("AAG")
Preliminary Proxy Statement on Schedule 14A
Filed February 22, 2005
Filed by Steve Nieman, Richard D. Foley
and Robert C. Osborne MD
File No. 001-08957
Dear Mr. Nieman:
We have reviewed your filing and have the following comments.
1. We note you have defined Alaska Air Group, Inc. as "the
Company-AAG" on the first page of the proxy statement, and we do not
see the definition in the pages that will be sent to shareholders.
Please revise to include the definition in the pages that will be sent
to shareholders. You may wish to consider including it under "Annual
Meeting of Stockholders," for example.
2. We note your response to comment 3, which we believe was
inadvertently placed in your letter as the response to comment 4.
In reviewing your website at www.votepal.com, we note that the links
to other sites still appear. We further note that links under the
participant information pages appear to include soliciting
materials. Please confirm to us that all of the information contained
in these links has been filed as soliciting material, and that you will
continue to file links and postings as they are made available to
shareholders on the website.
Beginning of the Challengers` Remarks
3. In response to prior comment 7, please provide a brief
discussion of the reasons AAG provided for omitting your nominees
from its proxy card. Provide supplemental support for your
characterization of AAG`s reasons for omitting your nominees from
its proxy card, and note whether they were acting in accordance with
their rights under corporations and securities law.
How We Plan to Solicit
4. Please respond to prior comment 8. We note that you will
solicit proxies primarily through your web-site, www.votepal.com.
Please advise us as to how you plan on verifying that any person
from whom you have received a proxy has previously been furnished
with a proxy statement. See Rule 14a-3(a).
How do I cast my Vote using the CHALLENGER`S Proxy Card?
5. We note your response to comment 9. Please disclose, if true,
that you are aware of at least one bank or broker who will not
vote the group`s proxy card at the meeting.
6. Please disclose the possibility that if the shareholder uses
the CHALLENGER proxy card, rather than the company card, the votes on
that card may not be counted.
You May Vote in Person At the Meeting
7. You direct shareholders who hold shares in street name through
a bank or broker to "contact them to receive from them a legal
proxy." Please revise to clarify what you mean by this instruction.
Do you mean to say that such beneficial shareholders should send
instructions to the broker or bank on how they would like to vote
their shares, to the extent they want to vote in favor of your
nominees? Please advise shareholders as to how they should make
brokers or banks aware of your solicitation and instruct them on
how they should arrange for proxy authority to be given to you.
Further Matters
8. We note your response to our prior comment 12, but your
disclosure remains unclear. Please revise to clarify for
shareholders what it is you hope to achieve.
As appropriate, please amend your Schedule 14A, and
electronically submit a blacklined version of the Schedule 14A and
corresponding response letter to these comments on EDGAR. You may
wish to provide us with marked copies of the amendments to
expedite our review. Please furnish a cover letter with your
amendments that keys your responses to our comments and provides any
requested supplemental information. Detailed cover letters greatly
facilitate our review. Please understand that we may have additional
comments after reviewing your amendments and responses to our comments.
Please direct any questions to me at (202) 942-1762.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions
</TEXT>
</DOCUMENT>
2004-12-03 - CORRESP - Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MERITZ & MUENZ LLP
COUNSELORS AT LAW
2021 O Street, NW
Washington, DC 20036
___________
Telephone: (202) 787-1964
Facsimile: (202) 787-3909
E-mail: Lmuenz@comcast.net
December 3, 2004
Mr. Reginald Norris
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Accessity Corp. Preliminary Proxy Response to SEC Comments
Dear Mr. Norris:
In response to our discussion via telephone, on behalf of Accessity Corp.
("Accessity"), I hereby provide you with the following response:
Proposal 3 Approval of Subsidiary Transfer
------------------------------------------
1. SEC Comment: "In the front and the body of the Proxy, state the business
reasons for the subsidiary transfer."
Response: Added language to state the business purpose was to have Mr.
Siegel relinquish cash payments that otherwise would be due him under his
respective employment agreements with Accessity as a result of the
consummation of the Share Exchange. The applicable revisions appear on
pages 7, 95 and 140 as attached.
2. SEC Comment: "State any additional compensation that will be paid to Mr.
Siegel and/or Mr. Kart related to this transfer."
Response: Added language to state that the Subsidiary Transfer, in addition
to other stated compensation was in ". . . in full consideration for the
agreement of each of Messrs. Siegel and Kart to relinquish cash payments
that otherwise would be due to each of them under their respective
employment agreements with Accessity as a result of the consummation of the
Share Exchange." The applicable revisions appear on pages 2, 7 and 140 as
attached.
3. SEC Comment: "Clarify that the Board of Directors approved this proposal
Mr. Reginald Norris
<PAGE>
Securities and Exchange Commission
December 3, 2004
Page 2
without Mr. Siegel's influence and the support of disinterested directors."
Response: Added language to state that: ". . .the board of directors,
without any influence from Barry Siegel, by unanimous vote of a majority of
the disinterested directors, has determined that the Subsidiary Transfer
and the Subsidiary Sale are in the best interests of the holders of
Accessity's common stock." The applicable revisions appear on pages 3, 140
and 143 as attached.
4. SEC Comment: "Summarize the BearingPoint opinion."
Response: Please see pages 140 through 142 as attached.
Proposal 4 Approval of Subsidiary Sale
--------------------------------------
1. SEC Comment: "In the front of the Proxy, specify the sale price of $5,000."
Response: Added the purchase price of $5,000. The applicable revisions
appear on pages 1, 2 and 8 as attached.
2. SEC Comment: "Explain the business reasons for the sale to Mr. Siegel for
the price of $5,000."
Response: Added language to state: "Rather than discontinuing the
operations of Sentaur upon the consummation of the Share Exchange, the
disinterested members of Accessity's board of directors unanimously decided
to entertain offers from interested parties willing to pay Accessity a
nominal purchase price for Sentaur." The applicable revision appears on
page 143 as attached.
I hope that you find our response to your comments acceptable. It is my
understanding that you will contact me to advise me via telephone when we can
file the Definitive Proxy.
Please be advised that we will be inserting financial statements for the nine
months ended September 30, 2004 in place of the financial statements for the six
months ended June 30, 2004.
Mr. Reginald Norris
Thank you in advance for your prompt reply to this letter.
Respectfully yours,
Lawrence A. Muenz
Attachment
<PAGE>
PAGE 1
ACCESSITY CORP.
12514 WEST ATLANTIC BOULEVARD
CORAL SPRINGS, FLORIDA 33071
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 2004
--------------------
NOTICE IS HEREBY GIVEN that the 2004 annual meeting of the shareholders of
Accessity Corp. ("Accessity") is to be held on December 28, 2004, at the Coral
Springs Marriott Hotel, Golf Club and Convention Center, 11775 Heron Bay
Boulevard, Coral Springs, Florida 33076 at 10:00 a.m., local time, for the
following purposes:
1. To elect Bruce S. Udell as a Class III director of Accessity.
2. To consider and approve the issuance of shares of common stock of
Accessity to the shareholders of Pacific Ethanol, Inc., a California
corporation ("PEI") and the limited liability company members of
Kinergy Marketing, LLC ("Kinergy") and ReEnergy, LLC ("ReEnergy"),
in exchange for their ownership interests in such companies, and the
issuance of warrants to acquire shares of common stock of Accessity
to holders of issued and outstanding options and warrants to acquire
shares of common stock of PEI, pursuant to the Share Exchange
Agreement dated as of May 14, 2004, as amended on July 30, 2004 and
as of October 1, 2004 (as amended, the "Share Exchange Agreement"),
and the consummation of the transactions contemplated thereby
(collectively the "Share Exchange"). Upon consummation of the Share
Exchange, each of PEI, Kinergy and ReEnergy will become a
wholly-owned subsidiary of Accessity. A copy of the Share Exchange
Agreement is attached as APPENDIX A to the proxy statement
accompanying this notice.
3. To consider and approve the transfer of DriverShield CRM Corp., a
wholly-owned subsidiary of Accessity, to Barry Siegel, the current
Chairman of the Board, President and Chief Executive Officer of
Accessity, if the Share Exchange is approved by the shareholders.
4. To consider and approve the sale of Sentaur Corp., a wholly-owned
subsidiary of Accessity, to Barry Siegel, FOR THE SUM OF $5,000, if
the Share Exchange is approved by the shareholders.
5. To approve a new 2004 Stock Option Plan of Accessity, if the Share
Exchange is approved by the shareholders.
6. To consider and approve the reincorporation of Accessity in the
State of Delaware under the name "Pacific Ethanol, Inc." to occur
immediately prior to the consummation of the Share Exchange, if the
Share Exchange is approved by the shareholders.
7. To consider and approve an amendment to the articles of
incorporation of Accessity to change the name of Accessity to
"Pacific Ethanol, Inc." effective immediately prior to the
consummation of the Share Exchange, if the Share Exchange is
approved by the shareholder and the reincorporation of Accessity in
the State of Delaware does not occur.
8. To transact such other business as may properly come before this
annual meeting or any adjournment or postponement thereof.
The foregoing proposals are more fully described in the accompanying proxy
statement.
<PAGE>
PAGE 2
an aggregate of 1,188,487 shares of Accessity common stock at exercise
prices ranging from $0.0001 per share to $2.00 per share in exchange for
cancellation of outstanding options and warrants.
The Board of Directors of Accessity has also approved, subject to the
approval of the Share Exchange by Accessity shareholders:
o the transfer of DriverShield CRM Corp. ("DriverShield"), a
wholly-owned subsidiary of Accessity, to Barry Siegel, the current
Chairman of the Board, President and Chief Executive Officer of
Accessity, the issuance of up to 400,000 shares of Accessity common
stock to Barry Siegel and 200,000 shares of Accessity common stock
to Philip Kart, Accessity's current Chief Financial Officer AND the
execution of a consulting and noncompetition agreement between
Accessity and each of Barry Siegel and Philip Kart (COLLECTIVELY,
THE "SUBSIDIARY TRANSFER"), IN FULL CONSIDERATION FOR the agreement
of each of Messrs. Siegel and Kart to relinquish cash payments that
otherwise would be due to each of them under their respective
employment agreements with Accessity as a result of the consummation
of the Share Exchange;
o the sale of Sentaur Corp. ("Sentaur"), a wholly-owned subsidiary of
Accessity, to Barry Siegel FOR THE SUM OF $5,000 (the "Subsidiary
Sale");
o the 2004 Stock Option Plan of Accessity (the "2004 Plan");
o the reincorporation of Accessity in the State of Delaware under the
name "Pacific Ethanol, Inc." to occur immediately prior to the
consummation of the Share Exchange (the "Delaware Reincorporation");
and
o an amendment to the articles of incorporation of Accessity to change
the name of Accessity to "Pacific Ethanol, Inc." effective
immediately prior to the consummation of the Share Exchange, if the
Share Exchange is approved by the shareholders and the Delaware
Reincorporation does not occur (the "Corporate Name Change").
The Delaware Reincorporation will be effected through a merger of
Accessity with and into a wholly-owned Delaware subsidiary of Accessity named
Pacific Ethanol, Inc., to be formed for the purpose of effecting the
reincorporation (the "Delaware Reincorporation Subsidiary"). In lieu of
receiving common stock of the Delaware Reincorporation Subsidiary, Accessity
shareholders will have dissenters' rights. Accessity shareholders who properly
demand these rights will receive cash for the fair value of the Accessity common
stock that they held prior to the merger. The fair value would be determined by
a court or by agreement between Accessity and its shareholders who exercise
their dissenters' rights. If the proposal to reincorporate Accessity in the
State of Delaware is approved by the Accessity shareholders, but Accessity
receives demands for exercise of dissenters' rights that exceed 1% of the
outstanding shares of Accessity common stock, Accessity's board of directors may
elect not to proceed with the reincorporation. If the board of directors elects
not to proceed with the reincorporation or if the proposal is not approved by
Accessity's shareholders, Accessity will remain a New York corporation, provided
the Corporate Name Change is approved by the shareholders, Accessity and will
change its name to Pacific Ethanol, Inc. If, however, the Delaware
Reincorporation is approved, the Delaware Reincorporation Subsidiary will
succeed to the rights, properties and assets and assume the liabilities of
Accessity, and its financial statements will be substantially identical to
Accessity, the only difference being those appropriate to reflect Accessity's
new corporate identity, the Share Exchange and the Subsidiary Transfer. This new
company (i.e., Accessity Corp., a New York corporation, renamed Pacific Ethanol,
Inc. or the Delaware Reincorporation Subsidiary named Pacific Ethanol, Inc.),
which combines the operations of the Acquired Companies, is referred to in this
proxy statement as the "Combined Company." Accessity shareholders will vote on
the matters described in this
<PAGE>
PAGE 3
Accessity shareholders will vote on the matters described in this proxy
statement at the annual meeting of shareholders on the date set forth above. At
the annual meeting, you will be asked:
o to elect Bruce S. Udell as a Class III director of Accessity
(Proposal 1);
o to approve the issuance of shares of Accessity common stock and
options and warrants in the Share Exchange pursuant to the Share
Exchange Agreement and the consummation of the transactions
contemplated thereby (Proposal 2);
o to approve the Subsidiary Transfer (Proposal 3), if the Share
Exchange is approved by the shareholders;
o to approve the Subsidiary Sale (Proposal 4), if the Share Exchange
is approved by the shareholders;
o to approve the 2004 Plan (Proposal 5), if the Share Exchange is
approved by the shareholders;
o to approve the Delaware Reincorporation (Proposal 6), if the Share
Exchange is approved by the shareholders; and
o to approve the Corporate Name Change (Proposal 7), if the Share
Exchange is approved by the shareholders and the Delaware
Reincorporation does not occur.
Neither the Share Exchange nor the other matters described in this proxy
statement (other than the election of a Class III director) can be completed
unless the shareholders of Accessity approve the Share Exchange and the other
matters described in this proxy statement (other than the election of a Class
III director).
RECOMMENDATION OF ACCESSITY'S BOARD OF DIRECTORS
The board of directors of Accessity, by unanimous vote, has determined
that the Share Exchange is in the best interests of the holders of Accessity's
common stock. In addition, the board of directors, WITHOUT ANY INFLUENCE FROM
BARRY SIEGEL, by unanimous vote of the disinterested directors, has determined
that the Subsidiary Transfer and the Subsidiary Sale are in the best interests
of the holders of Accessity's common stock. The decisions of the board of
directors of Accessity to enter into the Subsidiary Transfer are based upon its
evaluation of a number of factors, including, among others, the written opinion
dated October 9, 2004, and confirmed in writing as of the date of this proxy
statement, of BearingPoint, Inc. ("BearingPoint") that, based upon and subject
to the matters set forth in the written opinion, as of such dates, the
Subsidiary Transfer is fair from a financial point of view to Accessity and the
shareholders of Accessity. See "Proposal 3--Approval of the Subsidiary
Transfer--Fairness Opinion." In addition, the board of directors of Accessity,
by unanimous vote, has determined that the approval of 1995 Plan amendment, the
2004 Plan, and the Delaware Reincorporation is in the best interests of the
shareholders of Accessity.
HOW TO VOTE
Shares held directly in your name as the "Shareholder of Record" may be
voted in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification. Even if you currently plan to
attend the annual meeting, we recommend that you also submit your proxy card as
described below so that your vote will be counted if you later decide not to
attend the annual meeting. Shares held through a broker or other nominee may be
voted in person by you only if you obtain a signed legal proxy from the record
holder giving you the right to vote the shares.
<PAGE>
PAGES 7 AND 8