Ticker was not resolved through SEC mapping; showing local library matches.
Threads
All Filings
SEC Comment Letters
Company Responses
Letter Text
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2026-02-19
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2026-04-22
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2026-03-02
Allegiant Travel CO (ALGT) (CIK 0001362468)
↓
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2026-01-20
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2026-01-14
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
↓
Company responded
2026-01-15
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2026-01-14
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2026-01-14
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2025-12-04
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Altimmune, Inc. (ALT) (CIK 0001326190)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2025-09-25
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
Filing - SEC Comment Letter to Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
UPLOAD · 2025-09-25
Generating summary...
↓
Company responded
2025-10-10
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
References: September 25, 2025
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2025-09-29
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2025-09-30
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Response Received
8 company response(s)
High - file number match
SEC wrote to company
2025-01-17
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
↓
Company responded
2025-03-31
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: January 17, 2025
↓
Company responded
2025-04-18
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: April 11, 2025
↓
Company responded
2025-04-25
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: April 23, 2025
↓
Company responded
2025-06-26
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: June 18, 2025
↓
Company responded
2025-07-25
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: July 1, 2025
↓
Company responded
2025-08-29
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: August 4, 2025
↓
Company responded
2025-09-08
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: September 5, 2025
↓
Company responded
2025-09-11
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-07-25
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
↓
Company responded
2024-08-08
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
↓
Company responded
2025-07-07
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
↓
Company responded
2025-09-10
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
References: July
29, 2025
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-09-05
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
ALUMIS INC. (ALMS) (CIK 0001847367)
Response Received
1 company response(s)
High - file number match
↓
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
10 company response(s)
High - file number match
Company responded
2007-06-08
Altimmune, Inc. (ALT) (CIK 0001326190)
References: March 20,
2007 | March 20, 2007
↓
SEC wrote to company
2007-06-26
Altimmune, Inc. (ALT) (CIK 0001326190)
References: June 1, 2007
↓
Company responded
2007-06-29
Altimmune, Inc. (ALT) (CIK 0001326190)
References: June 1, 2007
↓
Company responded
2007-07-10
Altimmune, Inc. (ALT) (CIK 0001326190)
References: June
26, 2007
↓
Company responded
2008-05-07
Altimmune, Inc. (ALT) (CIK 0001326190)
References: May 2,
2008 | May 2, 2008
↓
Company responded
2010-01-05
Altimmune, Inc. (ALT) (CIK 0001326190)
References: December 22,
2009
↓
Company responded
2010-01-22
Altimmune, Inc. (ALT) (CIK 0001326190)
References: December 22, 2009
↓
Company responded
2010-02-18
Altimmune, Inc. (ALT) (CIK 0001326190)
References: February 3, 2010
↓
Company responded
2010-02-26
Altimmune, Inc. (ALT) (CIK 0001326190)
References: December 22, 2009 | January
22, 2010
↓
Company responded
2019-08-19
Altimmune, Inc. (ALT) (CIK 0001326190)
References: August 16, 2019
↓
Company responded
2025-08-12
Altimmune, Inc. (ALT) (CIK 0001326190)
References: August 8, 2025
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Awaiting Response
0 company response(s)
High
Aeluma, Inc. (ALMU) (CIK 0001828805)
Response Received
1 company response(s)
High - file number match
↓
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-08-04
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
1 company response(s)
High - file number match
↓
Company responded
2025-07-31
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: July 21, 2025
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-07-29
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-07-01
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-06-24
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-06-20
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-06-18
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-06-17
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
High
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
4 company response(s)
High - file number match
Company responded
2012-04-03
AIR LEASE CORP (AL) (CIK 0001487712)
References: March 22, 2012
↓
Company responded
2012-04-24
AIR LEASE CORP (AL) (CIK 0001487712)
References: April 10, 2012
↓
↓
Company responded
2025-05-07
AIR LEASE CORP (AL) (CIK 0001487712)
References: April 30, 2025
↓
Company responded
2025-05-28
AIR LEASE CORP (AL) (CIK 0001487712)
References: April 30, 2025 | May 7,
2025
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Response Received
5 company response(s)
High - file number match
SEC wrote to company
2015-11-25
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
↓
Company responded
2015-12-09
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: November 25, 2015
↓
Company responded
2017-12-11
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: November 27, 2017
↓
Company responded
2018-01-19
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: December 11, 2017 | January 8, 2018
↓
Company responded
2024-08-22
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: August 12, 2024
↓
Company responded
2025-05-22
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: May 9, 2025
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-05-09
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2025-05-06
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2025-05-07
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-04-23
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2025-03-11
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
↓
Company responded
2025-04-23
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
ALUMIS INC. (ALMS) (CIK 0001847367)
Response Received
1 company response(s)
High - file number match
↓
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-04-16
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-04-11
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-04-07
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2025-03-21
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
↓
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Response Received
9 company response(s)
High - file number match
SEC wrote to company
2023-02-21
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
↓
Company responded
2023-04-20
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: February 21, 2023
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2023-04-20
Generating summary...
↓
Company responded
2023-05-08
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2023-05-08
Generating summary...
↓
Company responded
2023-05-15
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: May 8, 2023
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2023-05-15
Generating summary...
↓
Company responded
2023-06-26
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: June 8, 2023
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2023-06-26
Generating summary...
↓
Company responded
2023-07-26
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: July 17, 2023
↓
Company responded
2023-08-14
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
↓
Company responded
2023-10-05
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
↓
Company responded
2023-10-30
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
↓
Company responded
2025-04-03
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: February 21, 2025
ALUMIS INC. (ALMS) (CIK 0001847367)
Response Received
1 company response(s)
Medium - date proximity
↓
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2025-04-01
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2025-04-01
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
1 company response(s)
High - file number match
↓
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Awaiting Response
0 company response(s)
High
Aeluma, Inc. (ALMU) (CIK 0001828805)
Response Received
7 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
2025-03-11
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
1 company response(s)
Medium - date proximity
↓
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
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-02-21
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
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
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2023-07-19
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Filing - SEC Comment Letter to ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
UPLOAD · 2023-07-19
Generating summary...
↓
Company responded
2023-10-13
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Filing - Correspondence from ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP · 2023-10-13
Generating summary...
↓
Company responded
2025-01-10
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
References: December 17, 2024
Filing - Correspondence from ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP · 2025-01-10
Generating summary...
↓
Company responded
2025-02-07
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
References: December 17, 2024
Filing - Correspondence from ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP · 2025-02-07
Generating summary...
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-02-03
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Response Received
20 company response(s)
High - file number match
Company responded
2008-01-25
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2008-01-25
Generating summary...
↓
SEC wrote to company
2008-04-08
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2008-04-08
Generating summary...
↓
Company responded
2010-04-09
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: April 1, 2010
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2010-04-09
Generating summary...
↓
Company responded
2012-05-08
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2012-05-08
Generating summary...
↓
Company responded
2015-05-12
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: April 30, 2015
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-05-12
Generating summary...
↓
Company responded
2015-06-10
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-06-10
Generating summary...
↓
Company responded
2015-06-23
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: May 27, 2015
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-06-23
Generating summary...
↓
Company responded
2015-09-30
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-09-30
Generating summary...
↓
Company responded
2015-10-22
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-10-22
Generating summary...
↓
Company responded
2015-11-05
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: September 24, 2015
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2015-11-05
Generating summary...
↓
Company responded
2017-06-13
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2017-06-13
Generating summary...
↓
Company responded
2017-06-19
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: May 30, 2017
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2017-06-19
Generating summary...
↓
Company responded
2018-04-27
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: April 11, 2018
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2018-04-27
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
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2022-05-11
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
↓
Company responded
2025-01-30
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: December 19, 2024
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2025-01-30
Generating summary...
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-11-22
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
↓
Company responded
2024-12-23
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
References: November 22, 2024
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-12-16
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2024-12-19
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-12-10
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2024-12-10
Generating summary...
↓
Company responded
2024-12-17
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Awaiting Response
0 company response(s)
High
ALUMIS INC. (ALMS) (CIK 0001847367)
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)
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-11-18
Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
Filing - SEC Comment Letter to Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
UPLOAD · 2024-11-18
Generating summary...
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-11-13
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2024-11-14
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-10-29
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-10-09
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Filing - SEC Comment Letter to Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
UPLOAD · 2024-10-09
Generating summary...
↓
Company responded
2024-10-10
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
References: October 9, 2024
Filing - Correspondence from Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP · 2024-10-10
Generating summary...
↓
Company responded
2024-10-17
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
References: October 16, 2024
↓
Company responded
2024-10-18
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Filing - Correspondence from Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP · 2024-10-18
Generating summary...
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-10-16
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Filing - SEC Comment Letter to Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
UPLOAD · 2024-10-16
Generating summary...
↓
Company responded
2024-10-18
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Filing - Correspondence from Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP · 2024-10-18
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)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2024-10-07
Generating summary...
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-06-07
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2024-06-25
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2024-06-25
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2024-10-03
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-09-19
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
↓
Company responded
2024-09-30
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
References: September 19, 2024
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-25
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
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)
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-09-18
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
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
↓
Company responded
2024-09-12
Altair Engineering Inc. (ALTR) (CIK 0001701732)
References: June 30, 2022 | September 5, 2024
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
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
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-08-29
Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
Filing - SEC Comment Letter to Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
UPLOAD · 2024-08-29
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)
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
1 company response(s)
High - file number match
↓
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-08-16
Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-08-12
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2024-02-15
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
↓
Company responded
2024-05-06
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: February 15, 2024
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2024-05-06
Generating summary...
↓
Company responded
2024-06-28
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: December 3, 2023 | February 15, 2024 | May 24, 2024
↓
Company responded
2024-07-01
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: February 15, 2024 | May 24, 2024
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2024-07-01
Generating summary...
↓
Company responded
2024-07-19
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: July 16, 2024 | June 28, 2024 | May 24, 2024
↓
Company responded
2024-07-19
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: July 16, 2024
↓
Company responded
2024-07-30
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2024-07-30
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-05-24
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: February 15, 2024
↓
Company responded
2024-07-30
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2024-07-30
Generating summary...
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
↓
Company responded
2024-07-30
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: July 17, 2024
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-29
Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
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)
Filing - SEC Comment Letter to ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
UPLOAD · 2024-07-22
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)
Filing - SEC Comment Letter to Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
UPLOAD · 2024-07-17
Generating summary...
↓
Company responded
2024-07-22
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
References: July 17, 2024
Filing - Correspondence from Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP · 2024-07-22
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)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-16
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2024-07-16
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-16
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
References: June 28, 2024
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2024-06-14
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2024-06-14
Generating summary...
↓
Company responded
2024-06-26
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: June 14, 2024
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2024-06-26
Generating summary...
↓
Company responded
2024-07-03
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: July 2, 2024
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2024-07-03
Generating summary...
↓
Company responded
2024-07-08
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2024-07-08
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-07-02
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2024-07-02
Generating summary...
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)
ALUMIS INC. (ALMS) (CIK 0001847367)
Response Received
4 company response(s)
High - file number match
Company responded
2024-06-14
ALUMIS INC. (ALMS) (CIK 0001847367)
References: May 8, 2024
↓
↓
Company responded
2024-06-18
ALUMIS INC. (ALMS) (CIK 0001847367)
References: June 17, 2024
↓
↓
ALUMIS INC. (ALMS) (CIK 0001847367)
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2024-06-07
ALUMIS INC. (ALMS) (CIK 0001847367)
References: May 30, 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)
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-06-03
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-05-24
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2024-05-24
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
1 company response(s)
High - file number match
↓
ALUMIS INC. (ALMS) (CIK 0001847367)
Awaiting Response
0 company response(s)
High
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)
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)
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)
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)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2024-02-27
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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
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
Filing - Correspondence from ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP · 2023-11-17
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)
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)
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-12-21
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2023-12-27
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
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
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2023-09-29
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2023-10-20
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: September 29, 2023
↓
Company responded
2023-11-29
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: November 3, 2023
↓
Company responded
2023-12-14
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
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)
↓
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-11-08
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2023-11-27
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-11-21
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2023-11-22
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Allakos Inc. (ALLK) (CIK 0001564824)
Response Received
1 company response(s)
High - file number match
↓
Company responded
2023-11-17
Allakos Inc. (ALLK) (CIK 0001564824)
Filing - Correspondence from Allakos Inc. (ALLK) (CIK 0001564824)
CORRESP · 2023-11-17
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)
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)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-11-13
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-11-13
Generating summary...
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-11-03
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
1 company response(s)
High - file number match
↓
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-10-27
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
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)
Filing - SEC Comment Letter to Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
UPLOAD · 2023-10-23
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)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-10-13
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2023-10-17
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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)
↓
Company responded
2023-09-28
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
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)
↓
↓
Company responded
2023-09-27
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Filing - Correspondence from Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP · 2023-09-27
Generating summary...
Aeluma, Inc. (ALMU) (CIK 0001828805)
Response Received
3 company response(s)
High - file number match
↓
Company responded
2023-08-03
Aeluma, Inc. (ALMU) (CIK 0001828805)
References: July 21, 2023
↓
↓
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)
↓
Company responded
2023-09-25
ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-09-21
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Filing - SEC Comment Letter to ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
UPLOAD · 2023-09-21
Generating summary...
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-09-06
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - SEC Comment Letter to ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
UPLOAD · 2023-09-06
Generating summary...
↓
Company responded
2023-09-07
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2023-09-07
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-25
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-08-25
Generating summary...
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-25
ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
Filing - SEC Comment Letter to ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
UPLOAD · 2023-08-25
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)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-09
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-08-08
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2023-08-08
Generating summary...
↓
Company responded
2023-08-08
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2023-08-08
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)
Filing - SEC Comment Letter to Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654)
UPLOAD · 2023-07-28
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)
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
1 company response(s)
High - file number match
↓
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-07-17
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-07-17
Generating summary...
ATLANTICA INC (ALDA) (CIK 0001062506)
Awaiting Response
0 company response(s)
High
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)
↓
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-07-03
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2023-07-07
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2023-06-01
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2023-06-13
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: June 1, 2023
↓
Company responded
2023-06-27
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: June 22, 2023
↓
Company responded
2023-07-06
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: July 3, 2023
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-06-12
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2023-06-30
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2023-06-30
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
ATLANTICA INC (ALDA) (CIK 0001062506)
Awaiting Response
0 company response(s)
High
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-06-22
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
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)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-06-08
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-06-08
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Response Received
3 company response(s)
High - file number match
↓
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
Filing - Correspondence from AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP · 2023-05-15
Generating summary...
↓
Alkermes plc. (ALKS) (CIK 0001520262)
Response Received
1 company response(s)
Medium - date proximity
↓
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
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2023-03-13
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
↓
Company responded
2023-05-12
ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
References: March 13, 2023
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-05-09
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-05-09
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2023-05-08
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-05-08
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-05-08
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2023-05-08
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)
↓
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2023-04-17
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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
↓
Company responded
2023-04-10
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
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)
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)
Filing - SEC Comment Letter to Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
UPLOAD · 2022-12-01
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
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
↓
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
↓
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
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-27
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-12-08
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2022-12-22
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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)
Filing - SEC Comment Letter to ALLETE INC (ALE) (CIK 0000066756)
UPLOAD · 2022-12-19
Generating summary...
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-16
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2008-07-30
Allegiant Travel CO (ALGT) (CIK 0001362468)
↓
↓
↓
↓
↓
Company responded
2022-11-14
Allegiant Travel CO (ALGT) (CIK 0001362468)
References: November 7, 2022
↓
Company responded
2022-12-14
Allegiant Travel CO (ALGT) (CIK 0001362468)
References: December 7, 2022
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
↓
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
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-12-07
Allegiant Travel CO (ALGT) (CIK 0001362468)
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)
↓
Company responded
2022-10-28
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2022-11-14
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-11-07
Allegiant Travel CO (ALGT) (CIK 0001362468)
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
Filing - Correspondence from AlTi Global, Inc. (ALTI) (CIK 0001838615)
CORRESP · 2022-09-27
Generating summary...
↓
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
2 company response(s)
High - file number match
↓
Company responded
2022-07-27
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: July 22, 2022
↓
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
1 company response(s)
High - file number match
↓
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)
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
High
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
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)
Filing - SEC Comment Letter to Altair Engineering Inc. (ALTR) (CIK 0001701732)
UPLOAD · 2022-07-01
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)
↓
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)
↓
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)
↓
Company responded
2021-09-30
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
Company responded
2021-10-18
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
↓
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)
↓
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)
↓
Company responded
2022-06-28
ALE Group Holding Ltd (ALEH) (CIK 0001806905)
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)
Filing - SEC Comment Letter to Allakos Inc. (ALLK) (CIK 0001564824)
UPLOAD · 2022-05-25
Generating summary...
↓
Company responded
2022-05-26
Allakos Inc. (ALLK) (CIK 0001564824)
Filing - Correspondence from Allakos Inc. (ALLK) (CIK 0001564824)
CORRESP · 2022-05-26
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)
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-03-29
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - SEC Comment Letter to ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
UPLOAD · 2022-03-29
Generating summary...
↓
Company responded
2022-05-24
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2022-05-24
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
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Response Received
8 company response(s)
High - file number match
↓
Company responded
2022-02-04
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: January 18, 2022
↓
Company responded
2022-03-14
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: February 25, 2022
↓
Company responded
2022-04-04
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: March 30, 2022
↓
Company responded
2022-04-19
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: April 12, 2022
↓
Company responded
2022-05-02
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: April 28, 2022
↓
Company responded
2022-05-02
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: April 28, 2022
↓
Company responded
2022-05-10
Alvotech (ALVO, ALVOW) (CIK 0001898416)
References: May 9, 2022
↓
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)
↓
Company responded
2022-05-10
Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
References: May 3, 2022 | May 9, 2022
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Awaiting Response
0 company response(s)
High
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
Alvotech (ALVO, ALVOW) (CIK 0001898416)
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)
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-04-12
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2022-04-12
Generating summary...
↓
Company responded
2022-04-14
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2022-04-14
Generating summary...
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Awaiting Response
0 company response(s)
High
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-04-12
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2022-04-12
Generating summary...
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)
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Awaiting Response
0 company response(s)
High
Alvotech (ALVO, ALVOW) (CIK 0001898416)
Awaiting Response
0 company response(s)
High
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2022-02-18
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2022-02-18
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2022-02-18
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2022-02-18
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
↓
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)
Filing - Correspondence from Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP · 2022-02-08
Generating summary...
↓
Company responded
2022-02-09
Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
Filing - Correspondence from Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
CORRESP · 2022-02-09
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)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2022-01-20
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2022-01-20
Generating summary...
Aeluma, Inc. (ALMU) (CIK 0001828805)
Response Received
4 company response(s)
High - file number match
↓
Company responded
2021-10-15
Aeluma, Inc. (ALMU) (CIK 0001828805)
References: September 24, 2021
↓
Company responded
2021-11-19
Aeluma, Inc. (ALMU) (CIK 0001828805)
References: October 28, 2021
↓
Company responded
2021-12-21
Aeluma, Inc. (ALMU) (CIK 0001828805)
References: December
2, 2021
↓
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2022-01-14
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2022-01-14
Generating summary...
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2022-01-14
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - Correspondence from Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP · 2022-01-14
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)
Filing - SEC Comment Letter to Allego N.V. (ALLG, ALLGF) (CIK 0001874474)
UPLOAD · 2022-01-12
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)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2021-10-14
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2021-12-16
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2021-12-16
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
References: December 16, 2021
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-12-16
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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)
↓
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)
↓
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)
Aeluma, Inc. (ALMU) (CIK 0001828805)
Awaiting Response
0 company response(s)
High
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-11-15
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2021-11-17
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Response Received
5 company response(s)
High - file number match
SEC wrote to company
2021-09-20
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2021-09-29
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
References: September 20, 2021
↓
Company responded
2021-10-12
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
↓
Company responded
2021-10-18
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
References: October 14, 2021
↓
Company responded
2021-11-02
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
References: November 1, 2021
↓
Company responded
2021-11-04
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-11-02
Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
Filing - SEC Comment Letter to Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
UPLOAD · 2021-11-02
Generating summary...
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-11-01
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Aeluma, Inc. (ALMU) (CIK 0001828805)
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
2021-10-25
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
2021-10-14
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)
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2021-08-20
Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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)
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)
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2021-06-10
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2021-06-28
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
↓
Company responded
2021-06-28
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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)
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
11 company response(s)
High - file number match
SEC wrote to company
2021-05-20
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2021-05-20
Generating summary...
↓
Company responded
2021-05-25
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: May 19, 2021 | May 6, 2021
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-05-25
Generating summary...
↓
Company responded
2021-05-27
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-05-27
Generating summary...
↓
Company responded
2021-05-28
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-05-28
Generating summary...
↓
Company responded
2021-06-03
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: June 2, 2021 | May 28, 2021
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-03
Generating summary...
↓
Company responded
2021-06-07
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: June 4, 2021
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-07
Generating summary...
↓
Company responded
2021-06-09
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-09
Generating summary...
↓
Company responded
2021-06-10
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-10
Generating summary...
↓
Company responded
2021-06-10
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-10
Generating summary...
↓
Company responded
2021-06-10
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-10
Generating summary...
↓
Company responded
2021-06-14
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-14
Generating summary...
↓
Company responded
2021-06-15
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-06-15
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-06-04
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2021-06-04
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-06-02
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: May 28, 2021
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2021-06-02
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2021-04-20
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2021-04-20
Generating summary...
↓
Company responded
2021-05-10
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: April 20, 2021
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2021-05-10
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
↓
↓
↓
↓
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-04-22
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Filing - SEC Comment Letter to Alfi, Inc. (ALFIQ) (CIK 0001833908)
UPLOAD · 2021-04-22
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)
Filing - SEC Comment Letter to ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
UPLOAD · 2021-04-20
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)
↓
Company responded
2021-04-13
Aldeyra Therapeutics, Inc. (ALDX) (CIK 0001341235)
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)
Filing - SEC Comment Letter to ALLSTATE CORP (ALL, ALL-PB, ALL-PH, ALL-PI, ALL-PJ) (CIK 0000899051)
UPLOAD · 2021-03-26
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)
Filing - SEC Comment Letter to Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
UPLOAD · 2021-03-16
Generating summary...
↓
Company responded
2021-03-17
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
References: March 16, 2021
Filing - Correspondence from Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP · 2021-03-17
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
↓
Company responded
2021-03-23
Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
Filing - Correspondence from Alignment Healthcare, Inc. (ALHC) (CIK 0001832466)
CORRESP · 2021-03-23
Generating summary...
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)
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2021-03-17
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2021-03-17
Generating summary...
↓
Company responded
2021-03-17
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2021-03-17
Generating summary...
Alfi, Inc. (ALFIQ) (CIK 0001833908)
Awaiting Response
0 company response(s)
High
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)
Filing - SEC Comment Letter to AlTi Global, Inc. (ALTI) (CIK 0001838615)
UPLOAD · 2021-02-18
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)
Filing - Correspondence from Alpine 4 Technologies Ltd. (ALPP) (CIK 0001606698)
CORRESP · 2021-02-05
Generating summary...
AlTi Global, Inc. (ALTI) (CIK 0001838615)
Awaiting Response
0 company response(s)
Medium
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)
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2021-01-25
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2021-01-25
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)
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
1 company response(s)
High - file number match
↓
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)
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)
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)
↓
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)
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)
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2020-11-25
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - SEC Comment Letter to ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
UPLOAD · 2020-11-25
Generating summary...
↓
Company responded
2020-12-07
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-12-07
Generating summary...
↓
Company responded
2020-12-07
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-12-07
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)
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-11-06
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2020-11-06
Generating summary...
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)
↓
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2009-11-27
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2009-11-27
Generating summary...
↓
Company responded
2009-12-02
Allot Ltd. (ALLT) (CIK 0001365767)
References: November 25, 2009
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2009-12-02
Generating summary...
↓
Company responded
2010-01-11
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2010-01-11
Generating summary...
↓
Company responded
2010-01-11
Allot Ltd. (ALLT) (CIK 0001365767)
References: November 25, 2009
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2010-01-11
Generating summary...
↓
Company responded
2010-01-11
Allot Ltd. (ALLT) (CIK 0001365767)
References: January 6, 2010
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2010-01-11
Generating summary...
↓
Company responded
2014-11-13
Allot Ltd. (ALLT) (CIK 0001365767)
References: October 30, 2014
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2014-11-13
Generating summary...
↓
Company responded
2020-10-30
Allot Ltd. (ALLT) (CIK 0001365767)
References: October 19, 2020
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)
↓
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)
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Response Received
4 company response(s)
Medium - date proximity
SEC wrote to company
2020-09-23
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Filing - SEC Comment Letter to Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
UPLOAD · 2020-09-23
Generating summary...
↓
Company responded
2020-09-25
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Filing - Correspondence from Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP · 2020-09-25
Generating summary...
↓
Company responded
2020-10-02
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Filing - Correspondence from Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP · 2020-10-02
Generating summary...
↓
Company responded
2020-10-13
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
Filing - Correspondence from Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP · 2020-10-13
Generating summary...
↓
Company responded
2020-10-13
Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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)
Filing - SEC Comment Letter to ALE Group Holding Ltd (ALEH) (CIK 0001806905)
UPLOAD · 2020-10-08
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)
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)
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
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Response Received
4 company response(s)
Medium - date proximity
SEC wrote to company
2020-06-24
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - SEC Comment Letter to ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
UPLOAD · 2020-06-24
Generating summary...
↓
Company responded
2020-06-26
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
References: June 24, 2020
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-06-26
Generating summary...
↓
Company responded
2020-07-02
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
References: June 1, 2020
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-07-02
Generating summary...
↓
Company responded
2020-07-14
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-07-14
Generating summary...
↓
Company responded
2020-07-14
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - Correspondence from ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP · 2020-07-14
Generating summary...
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)
Filing - SEC Comment Letter to ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
UPLOAD · 2020-06-18
Generating summary...
↓
Company responded
2020-06-23
ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
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
↓
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)
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-06-02
ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
Filing - SEC Comment Letter to ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
UPLOAD · 2020-06-02
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)
Filing - SEC Comment Letter to Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
UPLOAD · 2020-05-15
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)
↓
Company responded
2020-04-20
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
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)
Filing - SEC Comment Letter to Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
UPLOAD · 2020-04-16
Generating summary...
↓
Company responded
2020-04-17
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2020-04-17
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Filing - Correspondence from Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP · 2020-04-17
Generating summary...
↓
Company responded
2020-04-20
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
↓
Company responded
2020-04-20
Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
Filing - Correspondence from Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP · 2020-04-20
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
↓
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)
Filing - SEC Comment Letter to ALE Group Holding Ltd (ALEH) (CIK 0001806905)
UPLOAD · 2020-04-13
Generating summary...
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)
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2019-07-23
Allot Ltd. (ALLT) (CIK 0001365767)
References: June 28, 2019
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2019-07-23
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2019-06-28
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2019-06-28
Generating summary...
↓
Company responded
2019-07-10
Allot Ltd. (ALLT) (CIK 0001365767)
References: June 28, 2019
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2019-07-10
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
2 company response(s)
High - file number match
↓
↓
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2019-03-21
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2018-11-16
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
↓
Company responded
2018-12-26
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
References: November 16, 2018
↓
Company responded
2019-02-11
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
2019-02-05
APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
2 company response(s)
High - file number match
↓
↓
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2018-05-29
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2018-05-14
Allegiant Travel CO (ALGT) (CIK 0001362468)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2018-05-08
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2018-05-08
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2018-04-11
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2018-04-11
Generating summary...
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2018-01-23
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2018-01-10
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2017-11-28
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2017-10-10
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2017-08-08
Allegiant Travel CO (ALGT) (CIK 0001362468)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2017-06-27
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2017-06-27
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2017-05-30
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2017-05-30
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
1 company response(s)
High - file number match
↓
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
4 company response(s)
Medium - date proximity
↓
↓
Company responded
2017-03-29
Altimmune, Inc. (ALT) (CIK 0001326190)
References: March 2, 2017
↓
↓
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2016-10-17
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2016-10-17
Generating summary...
↓
Company responded
2016-10-20
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
References: October 17, 2016
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2016-10-20
Generating summary...
↓
Company responded
2016-12-06
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - Correspondence from Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP · 2016-12-06
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2016-10-06
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2016-10-06
Generating summary...
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2016-09-15
Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Filing - SEC Comment Letter to Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
UPLOAD · 2016-09-15
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2016-07-29
AIR LEASE CORP (AL) (CIK 0001487712)
References: July 8, 2016
↓
Company responded
2016-08-03
AIR LEASE CORP (AL) (CIK 0001487712)
References: July 29, 2016 | July 8, 2016 | June 7, 2016
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2016-07-08
AIR LEASE CORP (AL) (CIK 0001487712)
References: June 7, 2016
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2015-12-23
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2015-12-16
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2015-12-16
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2015-09-24
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: May 27,
2015
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2015-09-24
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2015-05-27
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2015-05-27
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2015-04-30
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2015-04-30
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
1 company response(s)
Medium - date proximity
↓
Company responded
2015-04-17
AIR LEASE CORP (AL) (CIK 0001487712)
References: April 3, 2015 | March 11, 2011
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2014-11-24
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2014-11-24
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2014-10-30
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2014-10-30
Generating summary...
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2014-01-15
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Response Received
9 company response(s)
High - file number match
SEC wrote to company
2008-12-09
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
↓
Company responded
2008-12-17
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
↓
Company responded
2009-01-22
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: December 9, 2008
↓
Company responded
2009-02-24
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: February 20, 2009
↓
Company responded
2010-12-08
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
↓
Company responded
2011-01-12
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: December 2, 2010
↓
Company responded
2011-02-18
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: February 11, 2011
↓
Company responded
2011-03-10
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: February 28, 2011
↓
Company responded
2013-12-09
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: December 2, 2013
↓
Company responded
2013-12-17
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
References: December 2, 2013
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2013-12-02
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
3 company response(s)
High - file number match
↓
Company responded
2013-10-10
Altimmune, Inc. (ALT) (CIK 0001326190)
References: October 1, 2013
↓
Company responded
2013-10-22
Altimmune, Inc. (ALT) (CIK 0001326190)
References: October 16, 2013
↓
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2013-10-16
Altimmune, Inc. (ALT) (CIK 0001326190)
References: October 11, 2013
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
4 company response(s)
High - file number match
↓
Company responded
2013-06-03
AIR LEASE CORP (AL) (CIK 0001487712)
References: May 29, 2013
↓
Company responded
2013-06-11
AIR LEASE CORP (AL) (CIK 0001487712)
References: June 6, 2013 | May 29, 2013
Filing - Correspondence from AIR LEASE CORP (AL) (CIK 0001487712)
CORRESP · 2013-06-11
Generating summary...
↓
↓
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2013-06-06
AIR LEASE CORP (AL) (CIK 0001487712)
References: May 29,
2013 | May 29, 2013
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2013-02-04
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2013-02-04
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2013-01-22
Allot Ltd. (ALLT) (CIK 0001365767)
References: December 11, 2012 | December 28, 2012
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2013-01-22
Generating summary...
↓
Company responded
2013-01-28
Allot Ltd. (ALLT) (CIK 0001365767)
References: January 22, 2013
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2013-01-28
Generating summary...
↓
Company responded
2013-01-28
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2013-01-28
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2012-12-12
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2012-12-12
Generating summary...
↓
Company responded
2012-12-19
Allot Ltd. (ALLT) (CIK 0001365767)
References: December 11,
2012
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2012-12-19
Generating summary...
↓
Company responded
2012-12-28
Allot Ltd. (ALLT) (CIK 0001365767)
References: December 11, 2012
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2012-12-28
Generating summary...
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2012-10-15
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2012-09-06
Allegiant Travel CO (ALGT) (CIK 0001362468)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2012-05-16
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2012-05-16
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2012-05-02
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2012-05-02
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2012-02-29
Allot Ltd. (ALLT) (CIK 0001365767)
References: January 6, 2012
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2012-02-29
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2012-01-06
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2012-01-06
Generating summary...
↓
Company responded
2012-02-03
Allot Ltd. (ALLT) (CIK 0001365767)
References: January 6, 2012
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2012-02-03
Generating summary...
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
4 company response(s)
High - file number match
Company responded
2011-07-11
AIR LEASE CORP (AL) (CIK 0001487712)
Filing - Correspondence from AIR LEASE CORP (AL) (CIK 0001487712)
CORRESP · 2011-07-11
Generating summary...
↓
SEC wrote to company
2011-07-25
AIR LEASE CORP (AL) (CIK 0001487712)
References: May 19, 2011
↓
Company responded
2011-08-22
AIR LEASE CORP (AL) (CIK 0001487712)
References: May 19, 2011
↓
Company responded
2011-09-02
AIR LEASE CORP (AL) (CIK 0001487712)
Filing - Correspondence from AIR LEASE CORP (AL) (CIK 0001487712)
CORRESP · 2011-09-02
Generating summary...
↓
Company responded
2011-09-02
AIR LEASE CORP (AL) (CIK 0001487712)
References: July 25, 2011
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-09-01
AIR LEASE CORP (AL) (CIK 0001487712)
References: July 25, 2011
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
Medium
AIR LEASE CORP (AL) (CIK 0001487712)
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2011-02-10
AIR LEASE CORP (AL) (CIK 0001487712)
Filing - SEC Comment Letter to AIR LEASE CORP (AL) (CIK 0001487712)
UPLOAD · 2011-02-10
Generating summary...
↓
↓
Company responded
2011-02-22
AIR LEASE CORP (AL) (CIK 0001487712)
References: February 10, 2011
↓
Company responded
2011-03-11
AIR LEASE CORP (AL) (CIK 0001487712)
References: February 10, 2011 | February 22, 2011 | March 7, 2011
↓
Company responded
2011-03-25
AIR LEASE CORP (AL) (CIK 0001487712)
References: March 11, 2011 | March 21, 2011 | March 7, 2011
↓
↓
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-03-23
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-03-21
AIR LEASE CORP (AL) (CIK 0001487712)
References: March 7, 2011
AIR LEASE CORP (AL) (CIK 0001487712)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-03-07
AIR LEASE CORP (AL) (CIK 0001487712)
References: February 10, 2011
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-02-28
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2011-02-11
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Allot Ltd. (ALLT) (CIK 0001365767)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2011-01-03
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2011-01-03
Generating summary...
↓
Company responded
2011-01-05
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2011-01-05
Generating summary...
↓
Company responded
2011-01-05
Allot Ltd. (ALLT) (CIK 0001365767)
References: January 3, 2011
Filing - Correspondence from Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP · 2011-01-05
Generating summary...
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2010-12-02
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2010-04-20
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2010-04-20
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2010-04-02
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2010-04-02
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2010-01-29
Allot Ltd. (ALLT) (CIK 0001365767)
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2010-01-29
Generating summary...
Allot Ltd. (ALLT) (CIK 0001365767)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2010-01-06
Allot Ltd. (ALLT) (CIK 0001365767)
References: December 18, 2009 | November 25, 2009
Filing - SEC Comment Letter to Allot Ltd. (ALLT) (CIK 0001365767)
UPLOAD · 2010-01-06
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2009-12-16
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2009-10-16
Allegiant Travel CO (ALGT) (CIK 0001362468)
↓
↓
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
3 company response(s)
High - file number match
↓
Company responded
2009-10-14
Altimmune, Inc. (ALT) (CIK 0001326190)
References: September 17, 2009
↓
Company responded
2009-11-16
Altimmune, Inc. (ALT) (CIK 0001326190)
References: November 6,
2009 | October 14, 2009 | September 17, 2009
↓
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2009-11-23
Allegiant Travel CO (ALGT) (CIK 0001362468)
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Allegiant Travel CO (ALGT) (CIK 0001362468)
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2008-09-24
Allegiant Travel CO (ALGT) (CIK 0001362468)
↓
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2009-04-30
Allegiant Travel CO (ALGT) (CIK 0001362468)
References: September
24, 2008
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2009-03-03
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2009-03-03
ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Filing - SEC Comment Letter to ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
UPLOAD · 2009-03-03
Generating summary...
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2008-10-06
Allegiant Travel CO (ALGT) (CIK 0001362468)
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
High
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2008-04-08
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2008-04-08
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
Medium
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
2 company response(s)
Medium - date proximity
SEC wrote to company
2007-07-11
Altimmune, Inc. (ALT) (CIK 0001326190)
References: June 26, 2007
Filing - SEC Comment Letter to Altimmune, Inc. (ALT) (CIK 0001326190)
UPLOAD · 2007-07-11
Generating summary...
↓
Company responded
2007-07-12
Altimmune, Inc. (ALT) (CIK 0001326190)
References: June
26, 2007 | June 26, 2007
↓
Company responded
2007-07-13
Altimmune, Inc. (ALT) (CIK 0001326190)
References: July 11, 2007
Filing - Correspondence from Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP · 2007-07-13
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2007-06-01
Altimmune, Inc. (ALT) (CIK 0001326190)
References: March 20, 2007
Filing - SEC Comment Letter to Altimmune, Inc. (ALT) (CIK 0001326190)
UPLOAD · 2007-06-01
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
1 company response(s)
Medium - date proximity
↓
Allegiant Travel CO (ALGT) (CIK 0001362468)
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2006-06-13
Allegiant Travel CO (ALGT) (CIK 0001362468)
↓
↓
↓
↓
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2006-11-21
Allegiant Travel CO (ALGT) (CIK 0001362468)
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2006-09-07
Allegiant Travel CO (ALGT) (CIK 0001362468)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2006-08-21
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2006-08-21
Generating summary...
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2006-07-18
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
References: June 15, 2006 | June 28, 2006
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2006-07-18
Generating summary...
↓
Company responded
2006-07-28
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2006-07-28
Generating summary...
Allegiant Travel CO (ALGT) (CIK 0001362468)
Awaiting Response
0 company response(s)
High
SEC wrote to company
2006-07-20
Allegiant Travel CO (ALGT) (CIK 0001362468)
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2006-06-15
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - SEC Comment Letter to AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UPLOAD · 2006-06-15
Generating summary...
↓
Company responded
2006-06-28
AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Filing - Correspondence from AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP · 2006-06-28
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Response Received
4 company response(s)
High - file number match
↓
↓
↓
Company responded
2005-07-28
Altimmune, Inc. (ALT) (CIK 0001326190)
Filing - Correspondence from Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP · 2005-07-28
Generating summary...
↓
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2006-02-03
Altimmune, Inc. (ALT) (CIK 0001326190)
Filing - SEC Comment Letter to Altimmune, Inc. (ALT) (CIK 0001326190)
UPLOAD · 2006-02-03
Generating summary...
Altimmune, Inc. (ALT) (CIK 0001326190)
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2006-02-03
Altimmune, Inc. (ALT) (CIK 0001326190)
Filing - SEC Comment Letter to Altimmune, Inc. (ALT) (CIK 0001326190)
UPLOAD · 2006-02-03
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
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)
Filing - SEC Comment Letter to ALEXANDERS INC (ALX) (CIK 0000003499)
UPLOAD · 2005-10-20
Generating summary...
↓
Company responded
2005-10-26
ALEXANDERS INC (ALX) (CIK 0000003499)
References: October 20, 2005
Filing - Correspondence from ALEXANDERS INC (ALX) (CIK 0000003499)
CORRESP · 2005-10-26
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
Filing - Correspondence from ALAMO GROUP INC (ALG) (CIK 0000897077)
CORRESP · 2005-10-12
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)
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)
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-04-22 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2026-03-27 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | Las Vegas, NV | N/A | Read Filing View |
| 2026-03-02 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | Las Vegas, NV | 377-09102 | Read Filing View |
| 2026-02-19 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 333-293420 | Read Filing View |
| 2026-01-20 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2026-01-15 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2026-01-14 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 333-292595 | Read Filing View |
| 2026-01-14 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-292660 | Read Filing View |
| 2026-01-14 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2025-12-04 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2025-12-03 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | N/A | Read Filing View |
| 2025-10-10 | Company Response | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | N/A | Read Filing View |
| 2025-09-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2025-09-29 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 333-290521 | Read Filing View |
| 2025-09-25 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2025-09-11 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-09-10 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | N/A | Read Filing View |
| 2025-09-08 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-09-05 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-08-29 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-08-19 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 001-32587 | Read Filing View |
| 2025-08-15 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-08-12 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | N/A | Read Filing View |
| 2025-08-08 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 001-32587 | Read Filing View |
| 2025-08-07 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 001-41421 | Read Filing View |
| 2025-08-06 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-08-04 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | 333-289135 | Read Filing View |
| 2025-08-04 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-07-31 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | N/A | Read Filing View |
| 2025-07-29 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2025-07-25 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-07-21 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 001-41421 | Read Filing View |
| 2025-07-09 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 333-288510 | Read Filing View |
| 2025-07-07 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | N/A | Read Filing View |
| 2025-07-01 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-06-26 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-06-24 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2025-06-20 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 377-08114 | Read Filing View |
| 2025-06-18 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-06-17 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2025-05-30 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | 001-35121 | Read Filing View |
| 2025-05-28 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | N/A | Read Filing View |
| 2025-05-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | N/A | Read Filing View |
| 2025-05-09 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2025-05-07 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2025-05-07 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | N/A | Read Filing View |
| 2025-05-06 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-286837 | Read Filing View |
| 2025-04-30 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | 001-35121 | Read Filing View |
| 2025-04-25 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-04-23 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-04-23 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-22 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-22 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 333-286660 | Read Filing View |
| 2025-04-18 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-04-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 001-41306 | Read Filing View |
| 2025-04-11 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-04-07 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 005-94815 | Read Filing View |
| 2025-04-04 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | Atlanta, GA | N/A | Read Filing View |
| 2025-04-03 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | N/A | Read Filing View |
| 2025-04-02 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-01 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-01 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Hod-hasharon, L3 | N/A | Read Filing View |
| 2025-04-01 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Hod-hasharon, L3 | 333-286174 | Read Filing View |
| 2025-04-01 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | 333-286168 | Read Filing View |
| 2025-03-31 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | 333-272825 | Read Filing View |
| 2025-03-31 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-03-25 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-25 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-24 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-24 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | Atlanta, GA | 333-285788 | Read Filing View |
| 2025-03-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | N/A | Read Filing View |
| 2025-03-11 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | South San Francisco, CA | 333-285620 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-03-05 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 333-285355 | Read Filing View |
| 2025-03-05 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | 333-285469 | Read Filing View |
| 2025-02-26 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2025-02-21 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 001-41306 | Read Filing View |
| 2025-02-19 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 377-07730 | 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 |
| 2025-02-07 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | N/A | Read Filing View |
| 2025-02-03 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2025-01-30 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2025-01-17 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-01-17 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2025-01-10 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | N/A | Read Filing View |
| 2024-12-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-12-23 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2024-12-19 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2024-12-19 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-12-17 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | 333-272825 | Read Filing View |
| 2024-12-17 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-12-16 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-283721 | Read Filing View |
| 2024-12-10 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 333-283575 | Read Filing View |
| 2024-12-03 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 005-94550 | 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 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-11-22 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2024-11-18 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2024-11-14 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2024-11-13 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | 333-283041 | Read Filing View |
| 2024-11-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2024-10-29 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-10-18 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-18 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-17 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-16 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-10-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2024-10-10 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-09 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-10-07 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-10-03 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-09-30 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-09-25 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2024-09-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-09-19 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-09-18 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | 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 | 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 |
| 2024-08-29 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-08-29 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-08-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2024-08-23 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 333-281684 | Read Filing View |
| 2024-08-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2024-08-16 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2024-08-12 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2024-08-08 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | Cayman Islands | N/A | Read Filing View |
| 2024-07-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-07-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-07-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-29 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2024-07-25 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2024-07-22 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2024-07-22 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 333-280815 | Read Filing View |
| 2024-07-19 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-07-19 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2024-07-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | Fort Mill, SC | 333-278994 | Read Filing View |
| 2024-07-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | Fort Mill, SC | 333-276630 | Read Filing View |
| 2024-07-08 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-07-03 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-07-02 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 333-279920 | Read Filing View |
| 2024-07-01 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-06-28 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | 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 |
| 2024-06-26 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-06-18 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-17 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | Read Filing View |
| 2024-06-14 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-14 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 333-279920 | Read Filing View |
| 2024-06-07 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-07 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 333-279902 | 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 |
| 2024-06-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 377-07242 | Read Filing View |
| 2024-05-30 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | Read Filing View |
| 2024-05-24 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-276630 | Read Filing View |
| 2024-05-24 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-278994 | 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 (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2024-05-14 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | 333-279152 | Read Filing View |
| 2024-05-08 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | Read Filing View |
| 2024-05-06 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | 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 |
| 2024-04-09 | 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 | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 001-41160 | Read Filing View |
| 2024-02-22 | Company Response | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | N/A | Read Filing View |
| 2024-02-15 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-276630 | 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) | NV | 000-56144 | Read Filing View |
| 2024-01-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | 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 |
| 2023-12-28 | SEC Comment Letter | Allogene Therapeutics, Inc. (ALLO) (CIK 0001737287) | South San Francisco, CA | 001-38693 | Read Filing View |
| 2023-12-27 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-12-27 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | 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 |
| 2023-12-21 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | 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 |
| 2023-12-14 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-12-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-12-05 | 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 |
| 2023-11-29 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-11-27 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-11-22 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2023-11-21 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2023-11-17 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | 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 |
| 2023-11-15 | 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 |
| 2023-11-13 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-11-08 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-11-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-10-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-10-27 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-10-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2023-10-26 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2023-10-20 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-10-17 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-10-13 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-10-13 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-10-05 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-09-29 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-09-28 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | N/A | Read Filing View |
| 2023-09-28 | SEC Comment Letter | 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 |
| 2023-09-26 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2023-09-21 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-09-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2023-09-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2023-09-06 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2023-08-25 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-25 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | 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 |
| 2023-08-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-09 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-08 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2023-08-08 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2023-08-03 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2023-08-02 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-28 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-07-26 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-07-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-21 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2023-07-20 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2023-07-20 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2023-07-19 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-07-17 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-07-10 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2023-07-07 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-07-07 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-07-06 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-07-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-28 | SEC Comment Letter | ATLANTICA INC (ALDA) (CIK 0001062506) | Hobe Sound, FL | N/A | Read Filing View |
| 2023-06-27 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-26 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-06-22 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-22 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-06-13 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-12 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-12 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-06-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-06-01 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-05-19 | 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 |
| 2023-05-15 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-15 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-12 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-05-09 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-08 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2023-04-20 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-04-17 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-04-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-13 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-03-06 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-06 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-03-02 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-02-21 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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) | NV | 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) | NV | 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 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2022-12-27 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-22 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2022-12-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2022-12-15 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-14 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2022-12-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2022-12-01 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2022-12-01 | 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 |
| 2022-11-18 | 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 | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 |
| 2022-11-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 |
| 2022-09-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-09-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2022-09-01 | 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 |
| 2022-08-25 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | 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 |
| 2022-08-03 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-07-27 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-07-25 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-07-22 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2022-07-13 | 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 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 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 |
| 2022-05-31 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | 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 |
| 2022-05-26 | Company Response | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-25 | SEC Comment Letter | Allakos Inc. (ALLK) (CIK 0001564824) | San Carlos, CA | N/A | Read Filing View |
| 2022-05-24 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | 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 |
| 2022-05-13 | 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) | DE | N/A | Read Filing View |
| 2022-05-11 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-09 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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) | DE | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-02 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-02 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-28 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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) | DE | 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 |
| 2022-04-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-14 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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) | DE | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2022-04-04 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-04 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-03-30 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-03-29 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2022-03-14 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2022-02-25 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-02-18 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-02-18 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2022-02-04 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 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 |
| 2022-01-20 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-18 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-18 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-01-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-14 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | 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 |
| 2021-12-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-12-16 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-12-16 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-12-16 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-12-02 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-11-22 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-11-19 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2021-11-17 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2021-11-15 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2021-11-04 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-11-02 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2021-11-02 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-11-01 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-10-28 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | 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 |
| 2021-10-18 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-10-15 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-10-14 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-10-12 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-09-29 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-09-24 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2021-09-20 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-09-01 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-20 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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) | NV | N/A | Read Filing View |
| 2021-06-28 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-28 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-21 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-15 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-14 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-09 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-07 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-04 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-03 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-03 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-02 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-28 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-27 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-25 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-20 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-04-20 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-03-17 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2021-03-17 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-03-10 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2021-03-03 | 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 | 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 |
| 2021-02-09 | 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 |
| 2021-01-25 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-01-07 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2021-01-07 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | 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 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | 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 | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
| 2020-12-21 | Company Response | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-21 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | 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 | Company Response | ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913) | Charlotte, NC | N/A | Read Filing View |
| 2020-12-15 | SEC Comment Letter | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-11 | 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 |
| 2020-12-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-12-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2020-11-13 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2020-11-04 | Company Response | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-11-04 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-10-30 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 |
| 2020-10-20 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2020-10-13 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2020-10-13 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2020-10-02 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2020-09-25 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 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 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2020-07-14 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-07-14 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-07-02 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2020-06-26 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-06-24 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 | 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 |
| 2020-06-02 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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) | NV | N/A | Read Filing View |
| 2020-04-20 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 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 |
| 2020-04-16 | 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 | SEC Comment Letter | ALLIENT INC (ALNT) (CIK 0000046129) | Amherst, NY | N/A | Read Filing View |
| 2020-04-09 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, 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 |
| 2019-08-22 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-08-19 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-08-16 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-07-23 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-07-10 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-06-28 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-04-15 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-04-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-04-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-03-21 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2019-02-11 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2019-02-05 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-12-26 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-11-16 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-09-27 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-09-27 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-08-08 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-05-29 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-05-23 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-05-14 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-05-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-04-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-04-11 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-01-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2018-01-19 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2018-01-10 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-12-11 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-11-28 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-10-10 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-09-13 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-08-08 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-06-27 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-06-19 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-06-13 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-05-30 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-04-06 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-04-05 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-31 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-31 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-16 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-02 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2016-12-06 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-10-20 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-10-17 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-10-06 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-09-15 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-08-09 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-08-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-07-29 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-07-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-06-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-12-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-12-16 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-12-09 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-11-25 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-11-05 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-10-22 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-09-30 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-09-24 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-06-23 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-06-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-27 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-12 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-05 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-04-30 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-04-17 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-04-03 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2014-11-24 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2014-11-13 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2014-10-30 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2014-01-15 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-12-17 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-12-09 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-12-02 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-10-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-22 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-16 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-10 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-06 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-05-29 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-02-04 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-01-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-01-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-01-22 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-19 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-12 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-10-15 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-09-28 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-09-06 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-05-16 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-05-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-05-02 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-04-25 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-04-24 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-04-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-04-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-03-22 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-02-29 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-02-03 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-01-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-09-01 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-08-22 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-07-25 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-07-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-05-19 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-25 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-03-21 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-10 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-03-07 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-02-28 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-22 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-02-18 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-11 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-02-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-01-12 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-01-05 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-01-05 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-01-03 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-12-08 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2010-12-02 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2010-04-20 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-04-09 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-04-02 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-03-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-02-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-02-18 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-02-04 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-01-29 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-22 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-05 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-12-22 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-12-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-12-08 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-12-02 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2009-11-27 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2009-11-24 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-11-23 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-11-16 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-11-10 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-11-06 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-10-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-10-14 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-09-17 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-05-01 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-04-30 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-03-03 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2009-03-03 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2009-02-24 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2009-01-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-12-17 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-12-09 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-10-06 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-09-24 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-09-24 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-07-30 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-05-15 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-05-07 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-05-02 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-04-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2008-04-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2008-01-25 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2007-07-19 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-13 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-12 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-11 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-10 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-26 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-08 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-04-20 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-03-21 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-12-04 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-12-04 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-11-27 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-11-21 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-09-25 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-09-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-08-21 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-07-28 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-07-20 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-07-18 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-28 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-15 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-13 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-12-01 | Company Response | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-11-29 | SEC Comment Letter | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | 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 | SEC Comment Letter | 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 |
| 2005-09-26 | SEC Comment Letter | ALAMO GROUP INC (ALG) (CIK 0000897077) | Seguin, TX | N/A | Read Filing View |
| 2005-07-28 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | 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 |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-03-02 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | Las Vegas, NV | 377-09102 | Read Filing View |
| 2026-02-19 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 333-293420 | Read Filing View |
| 2026-01-14 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 333-292595 | Read Filing View |
| 2026-01-14 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-292660 | Read Filing View |
| 2025-09-29 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 333-290521 | Read Filing View |
| 2025-09-25 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2025-09-05 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-08-19 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 001-32587 | Read Filing View |
| 2025-08-08 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 001-32587 | Read Filing View |
| 2025-08-07 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 001-41421 | Read Filing View |
| 2025-08-04 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | 333-289135 | Read Filing View |
| 2025-08-04 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-07-29 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2025-07-21 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 001-41421 | Read Filing View |
| 2025-07-09 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 333-288510 | Read Filing View |
| 2025-07-01 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-06-24 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2025-06-20 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | 377-08114 | Read Filing View |
| 2025-06-18 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-06-17 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2025-05-30 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | 001-35121 | Read Filing View |
| 2025-05-09 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2025-05-06 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-286837 | Read Filing View |
| 2025-04-30 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | 001-35121 | Read Filing View |
| 2025-04-23 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-04-22 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 333-286660 | Read Filing View |
| 2025-04-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 001-41306 | Read Filing View |
| 2025-04-11 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2025-04-07 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 005-94815 | Read Filing View |
| 2025-04-01 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Hod-hasharon, L3 | 333-286174 | Read Filing View |
| 2025-04-01 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | 333-286168 | Read Filing View |
| 2025-03-31 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | 333-272825 | Read Filing View |
| 2025-03-21 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | Atlanta, GA | 333-285788 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | South San Francisco, CA | 333-285620 | Read Filing View |
| 2025-03-11 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | 000-56144 | Read Filing View |
| 2025-03-05 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 333-285355 | Read Filing View |
| 2025-03-05 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | 333-285469 | Read Filing View |
| 2025-02-21 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 001-41306 | Read Filing View |
| 2025-02-19 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 377-07730 | 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 |
| 2025-02-03 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2025-01-17 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-12-19 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-12-17 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | 333-272825 | Read Filing View |
| 2024-12-16 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | 333-283721 | Read Filing View |
| 2024-12-10 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | 333-283575 | Read Filing View |
| 2024-12-03 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | 005-94550 | Read Filing View |
| 2024-11-27 | SEC Comment Letter | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Tel-aviv, L3 | 333-283429 | Read Filing View |
| 2024-11-22 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-11-18 | SEC Comment Letter | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | 377-07514 | Read Filing View |
| 2024-11-13 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | 333-283041 | Read Filing View |
| 2024-10-29 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-10-16 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-10-09 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-10-07 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | 001-12933 | Read Filing View |
| 2024-09-25 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2024-09-24 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | 001-38263 | Read Filing View |
| 2024-09-19 | SEC Comment Letter | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-09-18 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-09-16 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | 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 | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | Itasca, IL | 377-07366 | Read Filing View |
| 2024-08-29 | SEC Comment Letter | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | 001-35492 | Read Filing View |
| 2024-08-23 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | 333-281684 | Read Filing View |
| 2024-08-16 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | Read Filing View |
| 2024-08-12 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | 001-36407 | Read Filing View |
| 2024-07-29 | SEC Comment Letter | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | 377-07283 | Read Filing View |
| 2024-07-29 | SEC Comment Letter | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | 005-93922 | Read Filing View |
| 2024-07-25 | SEC Comment Letter | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | 333-280565 | 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 |
| 2024-07-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | Fort Mill, SC | 333-278994 | Read Filing View |
| 2024-07-16 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | Fort Mill, SC | 333-276630 | Read Filing View |
| 2024-07-02 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 333-279920 | 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 |
| 2024-06-17 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | Read Filing View |
| 2024-06-14 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 333-279920 | Read Filing View |
| 2024-06-07 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 333-279902 | Read Filing View |
| 2024-06-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 377-07242 | Read Filing View |
| 2024-05-30 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | Read Filing View |
| 2024-05-24 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-276630 | Read Filing View |
| 2024-05-24 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-278994 | Read Filing View |
| 2024-05-14 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | 333-279152 | Read Filing View |
| 2024-05-08 | SEC Comment Letter | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 377-07178 | 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 | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 001-41160 | Read Filing View |
| 2024-02-15 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 333-276630 | Read Filing View |
| 2024-01-17 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | 000-56144 | 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) | NV | 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 |
| 2023-12-21 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-12-19 | SEC Comment Letter | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2023-12-05 | 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 | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2023-11-13 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-11-08 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-11-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-10-27 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-10-26 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2023-10-13 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-09-29 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | 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 |
| 2023-09-21 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-09-06 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2023-08-25 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-25 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | 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 |
| 2023-08-09 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-08 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2023-07-21 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2023-07-20 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2023-07-19 | SEC Comment Letter | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-07-17 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2023-07-03 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-12 | SEC Comment Letter | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-06-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-06-01 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-05-09 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-08 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-03-20 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-13 | SEC Comment Letter | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-03-02 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-02-21 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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) | NV | 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 |
| 2022-12-27 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2022-12-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2022-12-08 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2022-12-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 |
| 2022-11-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 |
| 2022-08-25 | SEC Comment Letter | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | 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 |
| 2022-07-27 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-07-22 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | 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 |
| 2022-05-12 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2022-05-09 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-03 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | 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 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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) | DE | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-12 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2022-03-30 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-03-29 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2022-02-25 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | 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 |
| 2022-01-18 | SEC Comment Letter | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2021-12-16 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-12-02 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2021-11-15 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-11-02 | SEC Comment Letter | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2021-11-01 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-10-28 | SEC Comment Letter | Aeluma, Inc. (ALMU) (CIK 0001828805) | 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 | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2021-09-20 | SEC Comment Letter | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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) | NV | N/A | Read Filing View |
| 2021-06-10 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-04 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-03 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-02 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-20 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-04-20 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-03-17 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 |
| 2021-01-25 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-01-07 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | 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 |
| 2020-11-25 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2020-11-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2020-11-04 | SEC Comment Letter | ALIMERA SCIENCES INC (ALIM) (CIK 0001267602) | Alpharetta, GA | N/A | Read Filing View |
| 2020-10-20 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 |
| 2020-09-23 | SEC Comment Letter | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2020-06-24 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-06-02 | SEC Comment Letter | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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) | NV | 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 |
| 2020-03-26 | 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 |
| 2019-08-22 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-08-16 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-07-23 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-06-28 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-04-15 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-03-21 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2019-02-05 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-11-16 | SEC Comment Letter | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-08-08 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-05-29 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-05-14 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-05-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-04-11 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-01-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2018-01-10 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-11-28 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-10-10 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-08-08 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-06-27 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-05-30 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-04-05 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-02 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2016-10-17 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-10-06 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-09-15 | SEC Comment Letter | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-08-09 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-07-29 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-06-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-12-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-12-16 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-11-25 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-09-24 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-27 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-05 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-04-30 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-04-03 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2014-11-24 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2014-10-30 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2014-01-15 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-12-02 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-10-16 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-06-06 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-05-29 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-02-04 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-01-22 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-12 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-10-15 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-09-06 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-05-16 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-05-02 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-04-25 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-04-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-03-22 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-02-29 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-01-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-09-01 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-07-25 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-05-19 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-23 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-03-21 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-07 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-02-28 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-11 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-10 | SEC Comment Letter | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-01-03 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-12-02 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2010-04-20 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-04-02 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-03-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-02-04 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-01-29 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-06 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2009-12-22 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-12-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-11-27 | SEC Comment Letter | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2009-11-23 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-11-06 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-10-16 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-09-17 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-04-30 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-03-03 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2009-03-03 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-12-09 | SEC Comment Letter | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-10-06 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-09-24 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-07-30 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-05-15 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-05-02 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-04-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2008-04-08 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2007-07-19 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-11 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-26 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-01 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-03-21 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-11-21 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-09-07 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-08-21 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-07-20 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-07-18 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-15 | SEC Comment Letter | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-13 | SEC Comment Letter | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-02-03 | SEC Comment Letter | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-11-29 | SEC Comment Letter | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-10-24 | 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 |
| 2005-06-27 | 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 |
|---|---|---|---|---|---|
| 2026-04-22 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2026-03-27 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | Las Vegas, NV | N/A | Read Filing View |
| 2026-01-20 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | San Francisco, CA | N/A | Read Filing View |
| 2026-01-15 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2026-01-14 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2025-12-04 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2025-12-03 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | N/A | Read Filing View |
| 2025-10-10 | Company Response | Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) | Grand Cayman, E9 | N/A | Read Filing View |
| 2025-09-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | Boston, MA | N/A | Read Filing View |
| 2025-09-11 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-09-10 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | N/A | Read Filing View |
| 2025-09-08 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-08-29 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-08-15 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-08-12 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | N/A | Read Filing View |
| 2025-08-06 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-07-31 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg, N4 | N/A | Read Filing View |
| 2025-07-25 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-07-07 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | New York, NY | N/A | Read Filing View |
| 2025-06-26 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-05-28 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | N/A | Read Filing View |
| 2025-05-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | Cambridge, MA | N/A | Read Filing View |
| 2025-05-07 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2025-05-07 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | Los Angeles, CA | N/A | Read Filing View |
| 2025-04-25 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-04-23 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-22 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-18 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-04-04 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | Atlanta, GA | N/A | Read Filing View |
| 2025-04-03 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | New York City, NY | N/A | Read Filing View |
| 2025-04-02 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-01 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | South San Francisco, CA | N/A | Read Filing View |
| 2025-04-01 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Hod-hasharon, L3 | N/A | Read Filing View |
| 2025-03-31 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2025-03-25 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-25 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-24 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-24 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | Goleta, CA | N/A | Read Filing View |
| 2025-03-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | Gaithersburg, MD | 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 |
| 2025-02-07 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | 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 |
| 2025-01-10 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | Aktau | N/A | Read Filing View |
| 2024-12-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | Ogden, UT | N/A | Read Filing View |
| 2024-12-23 | Company Response | Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) | Kuala Lumpur | N/A | Read Filing View |
| 2024-12-19 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | Natick, MA | N/A | Read Filing View |
| 2024-12-17 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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) | DE | N/A | Read Filing View |
| 2024-11-14 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2024-11-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2024-10-18 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-18 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-17 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2024-10-10 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | N/A | Read Filing View |
| 2024-10-03 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-09-30 | Company Response | Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) | N/A | 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 |
| 2024-08-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2024-08-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2024-08-08 | Company Response | Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) | Cayman Islands | N/A | Read Filing View |
| 2024-07-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-07-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2024-07-19 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-07-19 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-07-08 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-07-03 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-07-01 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-06-28 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2024-06-26 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-06-25 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2024-06-18 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-14 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | N/A | Read Filing View |
| 2024-06-07 | Company Response | ALUMIS INC. (ALMS) (CIK 0001847367) | DE | 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 (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2024-05-06 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | 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 |
| 2024-02-22 | 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) | NV | 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 |
| 2023-12-27 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 |
| 2023-12-14 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-12-06 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2023-11-29 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-11-27 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-11-22 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 | 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 |
| 2023-11-15 | 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 |
| 2023-10-30 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-10-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2023-10-20 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-10-17 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-10-13 | Company Response | ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) | NV | N/A | Read Filing View |
| 2023-10-05 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2023-09-26 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2023-09-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | 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 |
| 2023-09-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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 |
| 2023-08-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-08-08 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2023-08-03 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2023-08-02 | Company Response | Altair Engineering Inc. (ALTR) (CIK 0001701732) | Troy, MI | N/A | Read Filing View |
| 2023-07-26 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-07-20 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-07-07 | Company Response | Alexander & Baldwin, Inc. (ALEX) (CIK 0001545654) | Honolulu, HI | N/A | Read Filing View |
| 2023-07-06 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-30 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-06-27 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-06-26 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-06-13 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | 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 | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-05-15 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2023-05-12 | Company Response | ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) | DE | N/A | Read Filing View |
| 2023-05-08 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2023-04-20 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2023-04-17 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2023-04-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-06 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2023-03-06 | Company Response | Allied Corp. (ALID) (CIK 0001575295) | Kelowna, A1 | N/A | Read Filing View |
| 2023-02-16 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | 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 |
| 2022-12-22 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2022-12-15 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Arnhem, P7 | N/A | Read Filing View |
| 2022-12-14 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2022-12-13 | Company Response | ALLETE INC (ALE) (CIK 0000066756) | Duluth, MN | 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 | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | 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 |
| 2022-09-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-09-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-09-01 | Company Response | AlTi Global, Inc. (ALTI) (CIK 0001838615) | New York, NY | N/A | Read Filing View |
| 2022-08-10 | 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 |
| 2022-07-27 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2022-05-24 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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) | DE | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alight, Inc. / Delaware (ALIT) (CIK 0001809104) | Lincolnshire, IL | N/A | Read Filing View |
| 2022-05-10 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-06 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2022-05-02 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-05-02 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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) | DE | N/A | Read Filing View |
| 2022-04-19 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-14 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2022-04-04 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-04-04 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2022-03-14 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | N/A | Read Filing View |
| 2022-02-18 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-02-18 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | 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 |
| 2022-02-04 | Company Response | Alvotech (ALVO, ALVOW) (CIK 0001898416) | Luxembourg | 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 |
| 2022-01-20 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-18 | Company Response | Allego N.V. (ALLG, ALLGF) (CIK 0001874474) | Wilmington, DE | N/A | Read Filing View |
| 2022-01-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-14 | Company Response | Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) | DE | N/A | Read Filing View |
| 2022-01-14 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | 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 |
| 2021-12-21 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-12-16 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-12-16 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-11-19 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-11-17 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 |
| 2021-11-04 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-11-02 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-10-18 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-10-18 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-10-15 | Company Response | Aeluma, Inc. (ALMU) (CIK 0001828805) | DE | N/A | Read Filing View |
| 2021-10-12 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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 |
| 2021-09-29 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | N/A | Read Filing View |
| 2021-09-01 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2021-08-20 | Company Response | Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) | DE | 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) | NV | N/A | Read Filing View |
| 2021-06-28 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-28 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2021-06-22 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-15 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-14 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-09 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-07 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-06-03 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-28 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-27 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-25 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2021-05-10 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | 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 |
| 2021-03-17 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 |
| 2021-01-07 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | 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 | Alpha Investment Inc. (ALPC) (CIK 0001616736) | Columbus, OH | N/A | Read Filing View |
| 2020-12-21 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-12-15 | 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 |
| 2020-12-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-12-07 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-12-02 | Company Response | ALE Group Holding Ltd (ALEH) (CIK 0001806905) | Kowloon, K3 | N/A | Read Filing View |
| 2020-11-13 | 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 | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | 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 |
| 2020-10-13 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2020-10-13 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2020-10-06 | Company Response | ALLEGRO MICROSYSTEMS, INC. (ALGM) (CIK 0000866291) | Manchester, NH | N/A | Read Filing View |
| 2020-10-02 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | 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 | Company Response | Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) | DE | N/A | Read Filing View |
| 2020-09-23 | Company Response | ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419) | Grand Forks, ND | N/A | Read Filing View |
| 2020-09-23 | Company Response | Allegion plc (ALLE) (CIK 0001579241) | Dublin 2, L2 | 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 |
| 2020-07-14 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-07-14 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-07-02 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | N/A | Read Filing View |
| 2020-06-26 | Company Response | ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) | DE | 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) | NV | N/A | Read Filing View |
| 2020-04-20 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2020-04-17 | 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 |
| 2020-02-24 | Company Response | Alarum Technologies Ltd. (ALAR) (CIK 0001725332) | Herzliya, L3 | N/A | Read Filing View |
| 2019-08-19 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-07-10 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2019-04-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-04-11 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2019-02-11 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-12-26 | Company Response | APPlife Digital Solutions Inc (ALDS) (CIK 0001755101) | NV | N/A | Read Filing View |
| 2018-09-27 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-09-27 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2018-05-23 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2018-04-27 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2018-01-19 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-12-11 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2017-09-13 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2017-06-19 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-06-13 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2017-04-06 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-31 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-31 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2017-03-16 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2016-12-06 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-10-20 | Company Response | Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) | DE | N/A | Read Filing View |
| 2016-08-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2016-07-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2015-12-09 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2015-11-05 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-10-22 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-09-30 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-06-23 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-06-10 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-05-12 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2015-04-17 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2014-11-13 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-12-17 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-12-09 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2013-10-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-22 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-10-10 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-13 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-06-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2013-01-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2013-01-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-28 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-12-19 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2012-09-28 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2012-05-08 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2012-04-24 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-04-03 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2012-02-03 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-09-02 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-08-22 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-07-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-04-08 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-25 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-03-10 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-22 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-02-18 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-02-11 | Company Response | AIR LEASE CORP (AL) (CIK 0001487712) | DE | N/A | Read Filing View |
| 2011-01-12 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2011-01-05 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2011-01-05 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-12-08 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2010-04-09 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2010-02-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-02-18 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-01-22 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-11 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2010-01-05 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-12-08 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-12-02 | Company Response | Allot Ltd. (ALLT) (CIK 0001365767) | Israel | N/A | Read Filing View |
| 2009-11-24 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-11-16 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-11-10 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-10-14 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2009-05-01 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2009-02-24 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2009-01-22 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-12-17 | Company Response | ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) | N/A | N/A | Read Filing View |
| 2008-09-24 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2008-05-07 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2008-01-25 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2007-07-13 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-12 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-07-10 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-29 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-06-08 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2007-04-20 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2006-12-04 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-12-04 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-11-27 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-09-25 | Company Response | Allegiant Travel CO (ALGT) (CIK 0001362468) | NV | N/A | Read Filing View |
| 2006-07-28 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2006-06-28 | Company Response | AUTOLIV INC (ALV, ALIV) (CIK 0001034670) | DE | N/A | Read Filing View |
| 2005-12-01 | Company Response | ALCON INC (ALC) (CIK 0001167379) | Fort Worth, TX | N/A | Read Filing View |
| 2005-10-26 | 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 |
| 2005-07-28 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-07-26 | Company Response | Altimmune, Inc. (ALT) (CIK 0001326190) | DE | N/A | Read Filing View |
| 2005-04-19 | Company Response | ALASKA AIR GROUP, INC. (ALK) (CIK 0000766421) | Seattle, WA | N/A | Read Filing View |
2026-04-22 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
VIA EDGAR
April 22, 2026
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Allarity Therapeutics,
Inc.
Registration Statement on Form S-3
File No. 333-293420
Acceleration Request
Requested Date: April
24, 2026
Requested Time: 4:00 p.m., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Allarity Therapeutics, Inc. (the “Company”) hereby requests the Securities and
Exchange Commission take appropriate action to cause the above-referenced registration statement (the “Registration Statement”)
to become effective on April 24, 2026, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Venable LLP, request by telephone that such Registration Statement be declared effective at some other time. 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, Venable LLP, by calling William N. Haddad at (212) 503-9812 or, in his absence, Arif
Soto at (212) 503-0874.
Very truly yours,
ALLARITY THERAPEUTICS, INC.
By:
/s/ Thomas H. Jensen
Name:
Thomas H. Jensen
Title:
Chief Executive Officer
cc: William N. Haddad, Venable LLP
Arif Soto, Venable LLP
2026-03-27 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm Allegiant Travel Company 1201 North Town Center Drive Las Vegas, Nevada 89144 March 27, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Allegiant Travel Company Registration Statement on Form S-4 File No. 333-294712 Request for Effectiveness Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Allegiant Travel Company (the “ Company ”) respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 (File No. 333-294712) (the “ Registration Statement ”), be accelerated by the U.S. Securities and Exchange Commission to 5:00 p.m., Eastern time, on March 31, 2026, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the U.S. Securities and Exchange Commission. The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, to Richard Oliver at (202) 371-7248 or Micah Kegley at (202) 371-7353, with such effectiveness to also be confirmed in writing to richard.oliver@skadden.com or micah.kegley@skadden.com. Sincerely, Allegiant Travel Company /s/ Robert B. Goldberg Robert B. Goldberg Senior Vice President, Senior Counsel cc: Richard Oliver, Skadden, Arps, Slate, Meagher & Flom LLP Micah Kegley, Skadden, Arps, Slate, Meagher & Flom LLP
2026-03-02 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468) File: 377-09102
March 2, 2026
Gregory Anderson
Chief Executive Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Draft Registration Statement on Form S-4
Filed February 25, 2026
CIK No. 0001362468
Dear Gregory Anderson:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days 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 Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Oliver, Esq., of Skadden, Arps, Slate, Meagher & Flom LLP
2026-02-19 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) File: 333-293420
February 19, 2026
Thomas Jensen
Chief Executive Officer
Allarity Therapeutics, Inc.
123 E Tarpon Ave
Tarpon Springs, FL 34689
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-3
Filed February 12, 2026
File No. 333-293420
Dear Thomas Jensen:
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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:William N. Haddad, Esq.
2026-01-20 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis January 20, 2026 United States Securities and Exchange Commission Division of Corporation Finance Attn: Jan Woo, Legal Branch Chief 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions, Inc. Amendment No 1. to Registration Statement on Form S-1 Filed December 17, 2025 File No. 333-292004 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 January 23, 2026, at 5:30 p.m., Eastern Standard Time, or as soon thereafter as is practicable. The Registrant authorizes Chase Chandler of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Chandler at (801) 303-5772 with any questions. Very truly yours, APPlife Digital Solutions, Inc. /s/ Michael Hill Michael Hill Chief Executive Officer
2026-01-15 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP 1 filename1.htm Alps Group Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia VIA EDGAR January 15, 2026 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas O'Leary Re: Alps Group Inc Registration Statement on Form F-1 File No. 333-292595 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alps Group Inc hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on January 20, 2026, or as soon as thereafter practicable. Very truly yours, /s/ Tham Seng Kong Dr. Tham Seng Kong Chief Executive Officer and Director
2026-01-14 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 333-292595
January 14, 2026
Tham Seng Kong
Chief Executive Officer
Alps Group Inc
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Group Inc
Registration Statement on Form F-1
Filed January 7, 2026
File No. 333-292595
Dear Tham Seng Kong:
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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.
2026-01-14 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) File: 333-292660
January 14, 2026
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-3
Filed January 9, 2025
File No. 333-292660
Dear Shantanu Gaur:
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:Jeffrey Letalien, Esq.
2026-01-14 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP VIA EDGAR January 14, 2026 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-292660 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to January 16, 2026 at 5:30 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Jeffrey Letalien at (212) 459-7203. If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203. Sincerely, ALLURION TECHNOLOGIES, INC. /s/ Brendan Gibbons Brendan Gibbons Chief Legal Officer cc: Shantanu Gaur, Allurion Technologies, Inc. Jeffrey Letalien, Goodwin Procter LLP
2025-12-04 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP 1 filename1.htm VIA EDGAR December 4, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Allarity Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-291906 Acceleration Request Requested Date: December 5, 2025 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Allarity Therapeutics, Inc. (the "Company") hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the "Registration Statement") to become effective on December 5, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective at some other time. 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, Venable LLP, by calling William N. Haddad at (212) 503-9812 or, in his absence, Arif Soto at (212) 503-0874. Very truly yours, ALLARITY THERAPEUTICS, INC. By: /s/ Thomas H. Jensen Name: Thomas H. Jensen Title: Chief Executive Officer cc: William N. Haddad, Venable LLP Arif Soto, Venable LLP
2025-12-03 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland 20878
December 3, 2025
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Re:
Altimmune, Inc.: Registration Statement on Form S-3/A, filed November 13, 2025 (File No. 333- 291329)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
" Act "), Altimmune, Inc. (the " Company ") hereby requests that the effective date of the above-referenced
registration statement (the " Registration Statement ") be accelerated to December 5, 2025, at 5:00 pm Eastern Time,
or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP (" Goodwin "), request by
telephone that such Registration Statement be declared effective at some other time. 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, by calling Justin Anslow at (212) 459-7126. We also respectfully request that a copy of the written
order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel,
Goodwin, Attention: Justin Anslow, by email at JAnslow@goodwinlaw.com.
If you have any questions regarding this request, please contact Justin
Anslow of Goodwin at (212) 459-7126.
Sincerely,
Altimmune, Inc.
/s/ Gregory Weaver
Gregory Weaver
Chief Financial Officer
cc:
Vipin K. Garg, Altimmune, Inc.
Joseph Theis, Esq., Goodwin Procter LLP
Justin Anslow, Esq., Goodwin Procter LLP
2025-10-10 - CORRESP - Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493)
CORRESP
1
filename1.htm
Skadden, Arps, Slate, Meagher & Flom (UK) llp
22 Bishopsgate
London
EC2N 4bq
________
TEL: (020) 7519-7000
FAX: (020) 7519-7070
www.skadden.com
AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
October 10, 2025
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
Via EDGAR and E-mail
Howard Efron
Isaac Esquivel
Pearlyne Paulemon
Dorine Yale
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Mail Stop 4546
RE:
Alussa Energy Acquisition Corp. II
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted August 29, 2025
CIK No. 0002041493
Ladies and Gentlemen:
This letter is submitted on
behalf of Alussa Energy Acquisition Corp. II (the “Company” or “Alussa”), in response to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated September 25, 2025 (the “Comment Letter”) with respect to Amendment No. 2 to the Draft
Registration Statement on Form S-1, as confidentially submitted to the Commission on August 29, 2025 (the “Amendment No. 2”).
We are concurrently submitting via EDGAR the Company’s initial filing of its registration statement on Form S-1 (the “Registration
Statement”).
For your convenience the text
of the Staff’s comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company’s
response. All references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the
page numbers and captions in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned
to them in the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff’s
comments as well as other updates.
Draft Registration Statement on Form S-1
Summary
Sponsor Information, page 12
1.
Please revise your table on page 12 and elsewhere as appropriate to discuss the arrangements under which your officers and directors will receive an indirect interest in founder shares through membership interests in the sponsor, including the number of founder shares they will indirectly own. Refer to Item 1602(b)(6) of Regulation S-K.
Response:
The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosures on pages 12 and 109 of the Registration Statement to address the Staff’s
comment.
2.
In your compensation table here and on pages 12 and 109, and on the cover page, please revise to include both the anti-dilution adjustment of the founder shares upon conversion at the time of the business combination and any other adjustment to maintain the 20% founder share interest in the event of a change in the size of the offering. Lastly, please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in an amount that constitutes a market standard for comparable transactions in connection with the business combination. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.
Response:
The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 12, 109 and the cover page of the Registration Statement to
address the Staff’s comment.
3.
We note your revised disclosures in response to prior comment 1, including your statements that transfers are not currently contemplated other than as set forth in the table. To the extent correct, please also revise to clarify that the transfer restriction provisions may be waived and the letter agreement may be amended.
Response:
The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 13, 14 and 111 of the Registration Statement to address the
Staff’s comment.
2
Risk Factors
We may engage one or more of our underwriters.
. ., page 47
4.
We note that you have engaged Santander US Capital Markets LLC to provide advisory services. Please expand to specifically discuss this engagement. Also file this agreement as an exhibit or advise. Refer to Item 601 of Regulation S-K.
Response:
The Company respectfully acknowledges the Staff’s
comment and advises the Staff that all material terms of the engagement letter with Santander US Capital Markets LLC to provide advisory
services are currently disclosed in the Registration Statement.
The Company was formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Therefore,
searching for and effecting a business combination with, a potential target, is the Company’s ordinary business. The services to
be provided by Santander US Capital Markets LLC pursuant to the terms of the engagement letter with Santander US Capital Markets LLC encompass
services to the Company in connection with the Business Combination. The Company believes that in light of the principal type of its business,
the engagement letter with Santander US Capital Markets LLC to provide advisory services will be entered into in the course of the Company’s
ordinary business and is, therefore, not material. The Company believes that the letter agreement does not fall into any of the categories
described in Item 601(b)(10)(ii)(A), (C) or (D) of Regulation S-K. Furthermore, the Company’s business is not substantially dependent
on this letter agreement, so it is not required to be filed under Item 601(b)(10)(ii)(B). As such, the filing of this letter agreement
would not provide prospective investors with meaningful additional insight into the Company’s business, risks or prospects. In light
of the foregoing, the Company respectfully submits that this agreement is not required to be filed as an exhibit to the Registration Statement.
* * *
3
Please contact me at +44 20 7519 7072 or via email
at Maria.Protopapa@skadden.com should you require further information.
Very truly yours,
/s/ Maria Protopapa
Maria Protopapa
cc:
Ole Slorer, Chief Executive Officer, Alussa Energy Acquisition Corp. II
Danny Tricot, Skadden, Arps, Slate, Meagher & Flom (UK) LLP
4
2025-09-30 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP 1 filename1.htm VIA EDGAR September 30, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Allarity Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-290521 Acceleration Request Requested Date: September 30, 2025 Requested Time: 5:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Allarity Therapeutics, Inc. (the " Company ") hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced registration statement (the " Registration Statement ") to become effective on September 30, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Venable LLP, request by telephone that such Registration Statement be declared effective at some other time. 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, Venable LLP, by calling William N. Haddad at (212) 503-9812 or, in his absence, Arif Soto at (212) 503-0874. Very truly yours, ALLARITY THERAPEUTICS, INC. By: /s/ Thomas H. Jensen Name: Thomas H. Jensen Title: Chief Executive Officer cc: William N. Haddad, Venable LLP Arif Soto, Venable LLP
2025-09-29 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) File: 333-290521
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> September 29, 2025 Thomas H. Jensen Chief Executive Officer Allarity Therapeutics, Inc. 123 E Tarpon Ave Tarpon Springs, FL 34689 Re: Allarity Therapeutics, Inc. Registration Statement on Form S-3 Filed September 25, 2025 File No. 333-290521 Dear Thomas H. Jensen: 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 Jimmy McNamara at 202-551-7349 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: William N. Haddad </TEXT> </DOCUMENT>
2025-09-25 - UPLOAD - Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) File: 377-07514
September 25, 2025
Ole Slorer
Chief Executive Officer
Alussa Energy Acquisition Corp. II
PO Box 500, 71 Fort Street
Grand Cayman KY1-1106
Cayman Islands
Re:Alussa Energy Acquisition Corp. II
Amendment No.2 to Draft Registration Statement on Form S-1
Submitted August 29, 2025
CIK No. 0002041493
Dear Ole Slorer:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our February 3, 2025 letter.
Amendment No.2 to Draft Registration Statement
Sponsor Information, page 12
1.Please revise your table on page 12 and elsewhere as appropriate to discuss the
arrangements under which your officers and directors will receive an indirect interest
in founder shares through membership interests in the sponsor, including the number
of founder shares they will indirectly own. Refer to Item 1602(b)(6) of Regulation S-
K.
In your compensation table here and on pages 12 and 109, and on the cover page,
please revise to include both the anti-dilution adjustment of the founder shares upon 2.
September 25, 2025
Page 2
conversion at the time of the business combination and any other adjustment to
maintain the 20% founder share interest in the event of a change in the size of the
offering. Lastly, please revise the table to reflect that in addition to the sponsor, an
affiliate of the sponsor may be paid a salary or fee in an amount that constitutes a
market standard for comparable transactions in connection with the business
combination. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.
3.We note your revised disclosures in response to prior comment 1, including your
statements that transfers are not currently contemplated other than as set forth in the
table. To the extent correct, please also revise to clarify that the transfer restriction
provisions may be waived and the letter agreement may be amended.
Risk Factors
We may engage one or more of our underwriters. . ., page 47
4.We note that you have engaged Santander US Capital Markets LLC to provide
advisory services. Please expand to specifically discuss this engagement. Also file this
agreement as an exhibit or advise. Refer to Item 601 of Regulation S-K.
Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Maria Protopapa
2025-09-11 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP
1
filename1.htm
VIA
EDGAR
September
11, 2025
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Conlon
Danberg
Lauren
Nguyen
Nudrat
Salik
Li
Xiao
Re:
Alps
Global Holding Pubco
Registration
Statement on Form F-4
File
No. 333-284035
Ladies
and Gentlemen:
Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Alps Global Holding Pubco
(the "Registrant") and Alps Life Sciences Inc. (the "Co-Registrant") hereby request that the effectiveness of
the above-referenced registration statement on Form F-4, as amended (the "F-4 Registration Statement"), be accelerated to,
and that the F-4 Registration Statement become effective at, 5:00 p.m., Eastern Time on September 12, 2025, or as soon thereafter
as practicable. If there is any change in the acceleration request set forth above, the Registrant and Co-Registrant will promptly notify
you of the change, in which case the Registrant and Co-Registrant may be making an oral request of acceleration of the effectiveness
of the F-4 Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Registrant and
Co-Registrant or by any attorney from their U.S. counsel, Law Offices of Jenny Chen-Drake.
Very
truly yours,
ALPS
GLOBAL HOLDING PUBCO
/s/
Tham Seng Kong
Tham
Seng Kong
Chief
Executive Officer of Alps Global Holding Pubco
Very
truly yours,
ALPS
LIFE SCIENCES INC.
/s/
Tham Seng Kong
Tham
Seng Kong
Group
Chief Executive Officer of Alps Life Sciences Inc.
2025-09-10 - CORRESP - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
CORRESP
1
filename1.htm
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-4499
(212)
818-8800
facsimile
direct
dial number
(212)
818-8881
(212)
818-8638
email
address
jgallant@graubard.com
September
10, 2025
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Calisa
Acquisition Corp.
Amendment
No. 2 to Registration Statement on Form S-1
Filed
July 7, 2025
File
No. 333-280565
Ladies
and Gentlemen:
On
behalf of Calisa Acquisition Corp. (the "Company"), we respond as follows to the Staff's comment letter, dated July
29, 2025, relating to the above-captioned Registration Statement on Form S-1 ("Registration Statement"). Captions and page
references herein correspond to those set forth in the amended filing of the Registration Statement, a copy of which has been marked
with the changes from the prior filing of the Registration Statement. Capitalized terms used but not defined in this letter have the
meanings ascribed to them in the Registration Statement.
Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.
Amendment
No. 2 to Registration Statement on Form S-1
Cover
Page
1. We
note here and throughout the registration statement that you have removed disclosure regarding
possible extensions of the time to complete a business combination. Please revise your registration
statement to include disclosure as to whether, and if so how, you may extend this time period,
and whether shareholders may redeem their shares in connection with any proposal to extend.
We
have revised the disclosure throughout the Registration Statement as requested.
Securities
and Exchange Commission
September
10, 2025
Page
2
Summary
Financial Data, page 29
2. It
appears your working capital, as adjusted, includes the $60,000,000 to be held in the trust
account. Please tell us how you determined it was appropriate to include this amount within
your working capital, as adjusted.
We
have revised the disclosure on page 29 of the Registration Statement to address the Staff's comment.
Dilution,
page 80
3. On
page 80, you state "[t]he calculations below do not take into account the fee payable
by us pursuant to the Business Combination Marketing Agreement, as that fee is contingent
upon our consummation of an initial business combination." This statement does not
appear to be consistent with your calculation, which reflects a reduction for the business
combination marketing fee. Please revise for consistency, or advise.
We
have revised the disclosure on page 80 of the Registration Statement as requested.
Index
to Financial Statements, page F-1
4. We
note you have provided unaudited interim financial statements as of and for the five months
ended May 31, 2025 and for the period from March 11, 2024 (Inception) to March 31, 2024.
Please amend your filing to include unaudited interim financial statements as of the end
of a fiscal quarter (e.g., March 31, 2025 or June 30, 2025) and for the period then ended
(e.g., three months ended March 31, 2025 or six months June 30, 2025.) Your revised filing
should also include a statement of operations, statement of changes in shareholders'
equity, and statement of cash flows for the comparable period of the preceding fiscal year
(e.g., March 11, 2024 (Inception) to March 31, 2024 or to June 30, 2024). Reference is made
to Rule 8-03 of Regulation S- X.
We
have revised the disclosure throughout the Registration Statement as requested.
Statements
of Changes in Shareholders' Equity, page F-5
5. Please
revise to provide a separate statement of changes in shareholders' equity that covers
the entire period from March 11, 2024 to December 31, 2024 that is labeled as audited. Reference
is made to Rule 8-02 of Regulation S-X.
We
have revised on page F-5 of the Registration Statement as requested.
Notes
to the Financial Statements
Note
8 - Segment Information, page F-14
6. We
note that the key measure of segment profit or loss reviewed by the CODM is general and administrative
expenses. Please tell us how you determined that general and administrative expenses reflects
a measure of profit or loss, and whether or not your CODM considers Net loss when evaluating
your single operating segment. Please refer to ASC 280-10-50.
We
have revised the disclosure on page F-14 of the Registration Statement as requested.
*************
Securities
and Exchange Commission
September
10, 2025
Page
3
If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/
Jeffrey M. Gallant
Jeffrey
M. Gallant
cc:
Hongfei
Zhang, CEO
2025-09-08 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP
1
filename1.htm
VIA
EDGAR
September
8, 2025
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Conlon
Danberg
Katherine
Bagley
Nudrat
Salik
Li
Xiao
Re:
Alps
Global Holding Pubco
Amendment
No. 7 to Registration Statement on Form F-4
Filed
August 29, 2025
File
No. 333-284035
Ladies
and Gentlemen:
On
behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "),
we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") in its letter dated September 5, 2025 (the " Comment Letter ") with
respect to the Amendment No. 7 to the Registration Statement on Form F-4 filed with the Commission on August 29, 2025 (" Amendment
No. 7 ") through EDGAR.
For
your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses.
The Company has revised Amendment No. 7 in response to the Staff's comments and is concurrently submitting Amendment No. 8 to the
Registration Statement on Form F-4 (" Amendment No. 8 ") with this letter, which reflects these revisions and updates
and clarifies certain other information. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 8.
Amendment
No. 7 to Registration Statement on Form F-4 filed August 29, 2025
Item
21 Exhibits and Financial Statements Schedules
Exhibit
23.2 and Exhibit 23.5, page II-2
1.
Please
provide a currently dated consent from your auditors. Refer to Item 601(b)(23)(i) of Regulation S-K.
Response:
In response to the Staff's comment, the Company has filed currently dated consents from its auditors as Exhibits 23.2 and 23.5
to this Amendment No. 8.
Very
truly yours,
/s/
Say Leong Lim
Say
Leong Lim
Chief
Executive Officer and
Chairman
of the Board of Directors of Globalink Investment Inc.
Very
truly yours,
/s/
Tham Seng Kong
Tham
Seng Kong
Chief
Executive Officer of Alps Global Holding Pubco
2025-09-05 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> September 5, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 7 to Registration Statement on Form F-4 Filed August 29, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: We have reviewed your amended registration statement and have the following comment. 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 4, 2025 letter. September 5, 2025 Page 2 Amendment No. 7 to Registration Statement on Form F-4 Filed August 29, 2025 Item 21. Exhibits and Financial Statements Schedules Exhibit 23.2 and Exhibit 23.5, page II-2 1. Please provide a currently dated consent from your auditors. Refer to Item 601(b)(23)(i) of Regulation S-K. Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-08-29 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP
1
filename1.htm
VIA
EDGAR
August
29, 2025
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Conlon
Danberg
Katherine
Bagley
Nudrat
Salik
Li
Xiao
Re:
Alps
Global Holding Pubco
Amendment
No. 6 to Registration Statement on Form F-4
Filed
July 25, 2025
File
No. 333-284035
Ladies
and Gentlemen:
On
behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "),
we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") in its letter dated August 4, 2025 (the " Comment Letter ") with respect
to the Amendment No. 6 to the Registration Statement on Form F-4 filed with the Commission on July 25, 2025 (" Amendment
No. 6 ") through EDGAR.
For
your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses.
The Company has revised Amendment No. 6 in response to the Staff's comments and is concurrently submitting Amendment No. 7 to
the Registration Statement on Form F-4 (" Amendment No. 7 ") with this letter, which reflects these revisions and updates
and clarifies certain other information. Capitalized terms used but not defined herein have the meanings set forth in Amendment No.
7.
Amendment
No. 6 to Registration Statement on Form F-4 filed July 25, 2025
Risk
Factors
If
certain December 2024 Redeeming Stockholders choose not to return the December 2024 Extension Overpayment Amount..., page 77
1.
We
note your disclosure here and elsewhere in the prospectus regarding the December 2024 Extension Overpayment Amount. Please revise
your disclosure to address the following items:
●
Given
that return of the December 2024 Extension Overpayment Amount is not guaranteed, please clearly disclose that your assumptions that
such payment will be received are not guaranteed, and revise your disclosure to show the estimated per share redemption price and
other related disclosures under the assumption that the December 2024 Extension Overpayment Amount is not returned. Please also disclose
the risks, if material, related to the overpayment and your request that shareholders return the funds.
Response:
In response to the Staff's comment, we revised the disclosure on the cover page, page 77 and page 165 of Amendment No.
7 to disclose that it is not guaranteed that we will receive such payment, and that upon the closing of the Business Combination
or collecting the Aggregate December 2024 Extension Overpayment Amount, whichever occurs first, Globalink intends to request Continental,
the trustee of the Trust Account, to release only the funds actually received from the December 2024 Extension Redeeming Stockholders
as of such date. As such, Globalink does not expect the per share redemption price payable to redeeming stockholders at the Special
Meeting would be affected by the portion of the Aggregate December 2024 Extension Overpayment Amount recovered. In response to the
Staff's comment, we expanded the risk factor titled " If certain December 2024 Redeeming Stockholders choose not to
return the December 2024 Extension Overpayment Amount to Continental, this shortfall will reduce the funds available in the Trust
Account for withdrawal by Globalink to cover its outstanding taxes " on page 78 of Amendment No. 7 to disclose the risks
related to the overpayment and the request that stockholders return the funds.
●
You
state that the Company was allowed to withdraw additional interest from the Trust Account to "cover income and franchise taxes."
Please quantify the amount of these taxes and explain whether they have already been paid from other sources or if they remain outstanding.
If they have been paid, please disclose the source of funds used for such payment. If they have not been paid, please disclose whether
you have sources of funds outside of the Trust Account available for such payment, and disclose the risks, if any, related to your
ability to pay the outstanding amount.
Response:
In response to the Staff's comment, we revised our disclosure on the cover page, page 78 and page 165 of Amendment No. 7 to
quantify the amount of these taxes, explain that the taxes remain outstanding, and disclose the source of funds intended to be used
for paying the outstanding taxes. We also included a risk factor titled " Globalink has not yet paid certain franchise and
income taxes and may be subject to penalties and interests, which could materially and adversely affect its financial
condition " on page 78 of Amendment No. 7 to disclose the risks related to Globalink's ability to pay the outstanding
amount.
●
Given
your disclosure that there was approximately $0.95 million of funds in the Trust Account as of July 8, 2025 and that the Aggregate
December 2024 Extension Overpayment Amount was approximately $0.56 million, please expand on your disclosure to explain the consequences
to existing stockholders if the December 2024 Extension Overpayment Amount is not returned in whole or in part. Specifically, please
disclose whether you intend to request Continental release additional funds from the Trust Account to cover the income and franchise
taxes that resulted in the overpayment. In this regard, we note that it appears Section 2 of the Trust Agreement provides distributions
to cover income or other tax obligations owed by the Company may only be made from interest earned on the funds in the Trust Account
and not the initial proceeds, and Section 1(k) of the Trust Agreement provides that the Trustee may not disburse any amounts from
the Trust Account in connection with a Business Combination in the event that the amount per share to be received by the redeeming
Public Shareholders is less than $10.15 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter).
Response:
In response to the Staff's comment, we revised our disclosure on the cover page, page 78 and page 165 of Amendment No.
7 to disclose that (i) Globalink intends to request Continental to release additional funds from the Trust Account to Globalink to
cover the income and franchise taxes that resulted in the previous overpayment, and (ii) Globalink does not intend to withdraw funds
from the Trust Account if such withdrawal would either cause the aggregate amount withdrawn from the Trust Account to exceed the
aggregate interests earned on the funds in the Trust Account, or result in the estimated redemption price per share payable to redeeming
public stockholders at the Special Meeting falling below $10.15 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter).
●
Please
address your proposed treatment of any portion of the December 2024 Extension Overpayment Amount received after the completion of
a Business Combination. Specifically, please disclose whether redeeming stockholders would have any beneficial interest in such repayments
or if you believe their interest would be limited to any amounts distributed by the Trustee at the time of the Business Combination.
Response:
In response to the Staff's comment, we revised our disclosure on the cover page, page 78 and page 165 of Amendment No. 7 to
clarify that Globalink intends to keep collecting the December 2024 Extension Overpayment Amount until the full amount is received,
or until immediately prior to the closing of the Business Combination, whichever occurs first. If a portion of the December 2024
Extension Overpayment Amount remains outstanding at Closing, Globalink will withdraw from the Trust Account only the portion of the
December 2024 Extension Overpayment Amount it has actually received. It will then use its working capital balance if available; and
if needed, it will issue promissory notes to Globalink's Sponsor or PGM to obtain additional cash to cover any remaining
outstanding taxes. Globalink believes that, regardless of to the extent to which the December 2024 Extension Overpayment Amount is
recovered, redeeming stockholders at the Special Meeting will receive the same amount per-share redemption price. Accordingly, their interests will not be impacted by the amount Globalink is able to recover at the Closing.
●
Please
disclose whether and to what extent you have had discussions with the Trustee regarding the December 2024 Extension Overpayment Amount.
To the extent material, please add risk factor disclosure addressing the possibility that the Trustee may disagree with your determinations
regarding the December 2024 Redemption Payment, your interpretation of the Trust Agreement, or your proposed application or treatment
of any portion of the December 2024 Extension Overpayment Amount you ultimately receive.
Response:
In response to the Staff's comment, we revised our disclosure on the cover page, page 79 and page 165 of Amendment No.
7 to disclose the discussions we had with the Trustee regarding the December 2024 Extension Overpayment Amount and included a risk
factor titled " Any disagreements with the Trustee regarding the December 2024 Redemption Payment or interpretation of the
Trust Agreement may adversely affect Globalink's ability to complete the business combination or satisfy redemption obligations "
on page 79 of Amendment No. 7 to address the possibility that the Trustee may disagree with Globalink's determinations regarding
the December 2024 Redemption Payment, interpretation of the Trust Agreement, or proposed application or treatment of any portion
of the December 2024 Extension Overpayment Amount that Globalink ultimately receives.
Financial
Statements of Cilo Cybin Holdings Limited, page F-104
2.
The independent auditor's report provided
on page F-119 for the year ended March 31, 2024 appears to be missing certain paragraphs including the opinion and basis for opinion
paragraphs included in the prior amendment. Please have your auditor revise as necessary to ensure the auditor report(s) cover all periods
included and are placed appropriately.
Response:
In response to the Staff's comment, we have revised our disclosure to include the opinion and basis for opinion paragraphs particularly
on pages F-115, F-116, and F-117 of Amendment No. 7 and have made corresponding updates to ensure the independent auditor's report
appropriately covers all periods presented.
Exhibits
2.
We
note your response to prior comment 2. The report date included in the auditor's consent for ALPS Global Holding Pubco is not
the same date as the report date of June 24, 2025 provided on page F-90. Please have your auditor revise as necessary.
Response:
In response to the Staff's comment, we have refiled the auditor's consent for ALPS Global Holding Pubco as Exhibit 23.2,
to align with the report date disclosed on page F-90.
Very
truly yours,
/s/
Say Leong Lim
Say
Leong Lim
Chief
Executive Officer and
Chairman of the Board of Directors of Globalink Investment Inc.
Very
truly yours,
/s/
Tham Seng Kong
Tham
Seng Kong
Chief
Executive Officer of Alps Global Holding Pubco
2025-08-19 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190) File: 001-32587
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 19, 2025 Gregory Weaver Chief Financial Officer Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, MD 20878 Re: Altimmune, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-32587 Dear Gregory Weaver: 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 Life Sciences </TEXT> </DOCUMENT>
2025-08-15 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP 1 filename1.htm ALUMIS INC. 280 East Grand Avenue South San Francisco, CA 94080 (650) 231-6625 August 15, 2025 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 Re: Alumis Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288510 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-288510) (the " Registration Statement ") to become effective on Tuesday, August 19, 2025, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Chadwick Mills 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 Chadwick Mills of Cooley LLP, counsel to the Registrant, at (650) 843-5654, or in his absence Christine Turner of Cooley LLP at (720) 566-4163. Very truly yours, ALUMIS INC. By: /s/ Martin Babler Name: Martin Babler Title: President & Chief Executive Officer cc: Kristin VanderPas, Cooley LLP Chadwick Mills, Cooley LLP Christine Turner, Cooley LLP
2025-08-12 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, Maryland 20878 August 12, 2025 VIA EDGAR Division of Corporate Finance Office of Life Sciences U. S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jenn Do Ms. Vanessa Robertson Re: Altimmune, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended March 31, 2025 File No. 001-32587 Dear Ms. Do and Ms. Robertson: On behalf of Altimmune, Inc. (“Altimmune” or the “Company”), this letter is in response to your letter dated August 8, 2025 to Altimmune (the “Comment Letter”), relating to Altimmune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Form 10-Q For Quarterly Period Ended March 31, 2025 (the “Q1 10-Q”). For ease of reference, the Staff’s comment is set forth in italic type immediately above the corresponding response submitted on behalf of Altimmune. Form 10-Q for the Quarterly Period Ended March 31, 2025 Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 13 Results of Operations, page 14 1. We note you have not broken out your research and development (R&D) expenses by product or category, unlike in the December 31, 2024 Form 10-K and the Forms 10-Q of 2024. Given R&D continues to account for most of your operating expenses and the expanded indications for pemvidutide, please provide revised disclosure to be included in future filings to quantify your direct R&D by product and indication for each period presented. As part of your response, please provide what this disclosure would have looked like had it been included in your March 31, 2025 Form 10-Q. Response: We note the Staff’s comment and will include the requested disclosure in future filings. We refer the Staff to our Quarterly Report on Form 10-Q for the second quarter of 2025, filed on August 12, 2025 (our “Q2 10-Q”), which included the research and development expenses split out by categories, product and indication consistent with the request in this Comment Letter. See Results of Operations. Comparison of the three months ended June 30, 2025 and 2024 (p. 17 of our Q2 10-Q); Comparison of the six months ended June 30, 2025 and 2024 (p. 19 of our Q2 10-Q . In addition, we have set forth below the requested revised disclosure for the Q1 10-Q: Three Months Ended March 31, 2025 2024 Increase (Decrease) Pemvidutide MASH $ 6,317 $ 8,737 $ (2,420) (28) % Alcohol-Associated Liver Disease 58 — 58 100 % Alcohol Use Disorder 316 — 316 100 % Other pemvidutide expenses 2,540 4,790 (2,250) (47) % Total pemvidutide expenses 9,231 13,527 (4,296) (32) % HepTcell — 1,025 (1,025) 100 % Non-project costs 6,596 6,935 (339) (5) % Total research and development expenses $ 15,827 $ 21,487 $ (5,660) (26) % The decrease in research and development expenses for MASH was primarily due to ongoing enrollment for the IMPACT Phase 2b trial in MASH during the first half of 2024. The decrease in other pemvidutide expenses was primarily due to a $1.6 million decrease in manufacturing expenses. These decreases were partially offset by the increase in expense associated with the start of the AUD and ALD trials. The decrease in research and development expenses for HepTcell was due to the termination of HepTcell in March 2024. If the Staff should have any questions, or would like further information, concerning any of the responses above, please do not hesitate to contact the undersigned at (617) 699-5876 or gweaver@altimmune.com. We thank you in advance for your attention to the above. Sincerely, Altimmune, Inc. /s/ Gregory Weaver Gregory Weaver Chief Financial Officer Cc: Joseph C. Theis, Goodwin Procter LLP
2025-08-08 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190) File: 001-32587
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 8, 2025 Gregory Weaver Chief Financial Officer Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, MD 20878 Re: Altimmune, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended March 31, 2025 File No. 001-32587 Dear Gregory Weaver: 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 our 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-Q for the Quarterly Period Ended March 31, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 13 Results of Operations, page 14 1. We note you have not broken out your research and development (R&D) expenses by product or category, unlike in the December 31, 2024 Form 10-K and the Forms 10-Q of 2024. Given R&D continues to account for most of your operating expenses and the expanded indications for pemvidutide, please provide revised disclosure to be included in future filings to quantify your direct R&D by product and indication for each period presented. As part of your response, please provide what this disclosure would have looked like had it been included in your March 31, 2025 Form 10-Q. 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. August 8, 2025 Page 2 Please contact Jenn Do at 202-551-3743 or Vanessa Robertson at 202-551-3649 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>
2025-08-07 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416) File: 001-41421
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 7, 2025 Linda Jonsdottir Chief Financial Officer Alvotech 9, Rue de Bitbourg L- 1273 Luxembourg Grand Duchy of Luxembourg Re: Alvotech Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-41421 Dear Linda Jonsdottir: 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 </TEXT> </DOCUMENT>
2025-08-06 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm AELUMA, INC. August 6, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-3, as amended (File No. 333-289135) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement") be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on Friday, August 8, 2025, or as soon thereafter as practicable. Very truly yours, Aeluma, Inc. By: /s/ Jonathan Klamkin Name: Jonathan Klamkin Title: Chief Executive Officer and Director cc: Louis Taubman, Esq. Hunter Taubman Fischer & Li LLC
2025-08-04 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805) File: 333-289135
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 4, 2025 Jonathan Klamkin Chief Executive Officer Aeluma, Inc. 27 Castilian Drive Goleta, California Re: Aeluma, Inc. Registration Statement on Form S-3 Filed July 31, 2025 File No. 333-289135 Dear Jonathan Klamkin: 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 Erin Donahue at 202-551-6063 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing </TEXT> </DOCUMENT>
2025-08-04 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 4, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 6 to Registration Statement on Form F-4 Filed July 25, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: 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 July 1, 2025 letter. August 4, 2025 Page 2 Amendment No. 6 to Registration Statement on Form F-4 filed July 25, 2025 Risk Factors If certain December 2024 Redeeming Stockholders choose not to return the December 2024 Extension Overpayment Amount..., page 77 1. We note your disclosure here and elsewhere in the prospectus regarding the December 2024 Extension Overpayment Amount. Please revise your disclosure to address the following items: Given that return of the December 2024 Extension Overpayment Amount is not guaranteed, please clearly disclose that your assumptions that such payment will be received are not guaranteed, and revise your disclosure to show the estimated per share redemption price and other related disclosures under the assumption that the December 2024 Extension Overpayment Amount is not returned. Please also disclose the risks, if material, related to the overpayment and your request that shareholders return the funds. You state that the Company was allowed to withdraw additional interest from the Trust Account to "cover income and franchise taxes." Please quantify the amount of these taxes and explain whether they have already been paid from other sources or if they remain outstanding. If they have been paid, please disclose the source of funds used for such payment. If they have not been paid, please disclose whether you have sources of funds outside of the Trust Account available for such payment, and disclose the risks, if any, related to your ability to pay the outstanding amount. Given your disclosure that there was approximately $0.95 million of funds in the Trust Account as of July 8, 2025 and that the Aggregate December 2024 Extension Overpayment Amount was approximately $0.56 million, please expand on your disclosure to explain the consequences to existing stockholders if the December 2024 Extension Overpayment Amount is not returned in whole or in part. Specifically, please disclose whether you intend to request Continental release additional funds from the Trust Account to cover the income and franchise taxes that resulted in the overpayment. In this regard, we note that it appears Section 2 of the Trust Agreement provides distributions to cover income or other tax obligations owed by the Company may only be made from interest earned on the funds in the Trust Account and not the initial proceeds, and Section 1(k) of the Trust Agreement provides that the Trustee may not disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be received by the redeeming Public Shareholders is less than $10.15 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter). Please address your proposed treatment of any portion of the December 2024 Extension Overpayment Amount received after the completion of a Business August 4, 2025 Page 3 Combination. Specifically, please disclose whether redeeming stockholders would have any beneficial interest in such repayments or if you believe their interest would be limited to any amounts distributed by the Trustee at the time of the Business Combination. Please disclose whether and to what extent you have had discussions with the Trustee regarding the December 2024 Extension Overpayment Amount. To the extent material, please add risk factor disclosure addressing the possibility that the Trustee may disagree with your determinations regarding the December 2024 Redemption Payment, your interpretation of the Trust Agreement, or your proposed application or treatment of any portion of the December 2024 Extension Overpayment Amount you ultimately receive. Financial Statements of Cilo Cybin Holdings Limited, page F-104 2. The independent auditor s report provided on page F-119 for the year ended March 31, 2024 appears to be missing certain paragraphs including the opinion and basis for opinion paragraphs included in the prior amendment. Please have your auditor revise as necessary to ensure the auditor report(s) cover all periods included and are placed appropriately. Exhibits 3. We note your response to prior comment 2. The report date included in the auditor's consent for ALPS Global Holding Pubco is not the same date as the report date of June 24, 2025 provided on page F-90. Please have your auditor revise as necessary. Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-07-31 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
<DOCUMENT> <TYPE>CORRESP <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> July 31, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Tara Harkins Lynn Dicker Re: Alvotech Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-41421 Ladies and Gentlemen: This letter provides the response to the comment provided by the staff (the Staff) of the Securities and Exchange Commission in its comment letter dated July 21, 2025 (the Comment Letter) with respect to Form 20-F for Fiscal Year Ended December 31, 2024, filed on March 27, 2025, of Alvotech (the Company). The Staffs comment is repeated in bold and italics and is followed by the Companys response. Form 20-F for Fiscal Year Ended December 31, 2024 Note 2.6 Revenue recognition, page F-14 We note your disclosure on pages 74-79 of your commercial partnerships that include licensing and other components. Please revise the notes to your financial statements in future filings to disclose the material terms of each of these arrangements, including your obligations under the agreements in accordance with IFRS 15. Response: The Company acknowledges the Staffs comment and will revise the notes to its financial statements in future filings to disclose the material terms of each of its material commercial partnership agreements, including the Companys obligations under these agreements, in accordance with IFRS 15. * * * * Please do not hesitate to contact me at +354 825 8464 or via e-mail at lindaj@alvotech.com if you have any questions. Very truly yours, _/s/__Linda Jonsdottir_____________ Linda Jonsdottir Chief Financial Officer cc: Robert Wessman, Alvotech Tanya Zharov, Alvotech Divakar Gupta, Cooley LLP Katie Kazem, Cooley LLP </TEXT> </DOCUMENT>
2025-07-29 - UPLOAD - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) File: 333-280565
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 29, 2025 Hongfei Zhang Chief Executive Officer Calisa Acquisition Corp 420 Lexington Ave., Suite 2446 New York, NY 10170 Re: Calisa Acquisition Corp Amendment No. 2 to Registration Statement on Form S-1 Filed July 7, 2025 File No. 333-280565 Dear Hongfei Zhang: 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 16, 2024 letter. Amendment No. 2 to Registration Statement on Form S-1 Cover Page 1. We note here and throughout the registration statement that you have removed disclosure regarding possible extensions of the time to complete a business combination. Please revise your registration statement to include disclosure as to whether, and if so how, you may extend this time period, and whether shareholders may redeem their shares in connection with any proposal to extend. Summary Financial Data, page 29 2. It appears your working capital, as adjusted, includes the $60,000,000 to be held in the trust account. Please tell us how you determined it was appropriate to include this amount within your working capital, as adjusted. July 29, 2025 Page 2 Dilution, page 80 3. On page 80, you state "[t]he calculations below do not take into account the fee payable by us pursuant to the Business Combination Marketing Agreement, as that fee is contingent upon our consummation of an initial business combination." This statement does not appear to be consistent with your calculation, which reflects a reduction for the business combination marketing fee. Please revise for consistency, or advise. Index to Financial Statements, page F-1 4. We note you have provided unaudited interim financial statements as of and for the five months ended May 31, 2025 and for the period from March 11, 2024 (Inception) to March 31, 2024. Please amend your filing to include unaudited interim financial statements as of the end of a fiscal quarter (e.g., March 31, 2025 or June 30, 2025) and for the period then ended (e.g., three months ended March 31, 2025 or six months June 30, 2025.) Your revised filing should also include a statement of operations, statement of changes in shareholders' equity, and statement of cash flows for the comparable period of the preceding fiscal year (e.g., March 11, 2024 (Inception) to March 31, 2024 or to June 30, 2024). Reference is made to Rule 8-03 of Regulation S- X. Statements of Changes in Shareholders' Equity, page F-5 5. Please revise to provide a separate statement of changes in shareholders' equity that covers the entire period from March 11, 2024 to December 31, 2024 that is labeled as audited. Reference is made to Rule 8-02 of Regulation S-X. Notes to the Financial Statements Note 8 - Segment Information, page F-14 6. We note that the key measure of segment profit or loss reviewed by the CODM is general and administrative expenses. Please tell us how you determined that general and administrative expenses reflects a measure of profit or loss, and whether or not your CODM considers Net loss when evaluating your single operating segment. Please refer to ASC 280-10-50. Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at 202-551- 3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jeffrey M. Gallant, Esq. </TEXT> </DOCUMENT>
2025-07-25 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP 1 filename1.htm VIA EDGAR July 24, 2025 Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Conlon Danberg Lauren Nguyen Nudrat Salik Li Xiao Re: Alps Global Holding Pubco Amendment No. 5 to Registration Statement on Form F-4 Filed June 27, 2025 File No. 333-284035 Ladies and Gentlemen: On behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "), we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated July 1, 2025 (the " Comment Letter ") with respect to the Amendment No. 5 to the Registration Statement on Form F-4 filed with the Commission on June 27, 2025 (the " Amendment No. 5 ") through EDGAR. For your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses. We have included page references in the Amendment No. 5 where the language addressing a particular comment appears. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 5. The Company has revised the Amendment No. 5 in response to the Staff's comments and is concurrently submitting the Amendment No. 6 to the Registration Statement on Form F-4 (the " Amendment No. 6 ") with this letter, which reflects these revisions and updates and clarifies certain other information. Amendment No. 5 to Form F-4 Filed June 27, 2025 Financial Statements for Globalink Investment Inc. for the Period Ended March 31, 2025 Note 5. Related Party Transactions, page F-31 1. We note your response to comment 1. As previously requested, please also address how you determined that the gain should be considered a debt discount and amortized over the expected term of the notes. Note that ASC 470-50-40-13 states that if extinguishment accounting is applied, the new debt instrument shall be initially recorded at fair value. ASC 470-50-40-2 also specifically states that gains and losses from extinguished debt shall not be amortized to future periods. Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company recognized an extinguishment gain within equity pursuant with ASC 470-50-40-2, which states: A difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and identified as a separate item. Gains and losses shall not be amortized to future periods. If upon extinguishment of debt the parties also exchange unstated (or stated) rights or privileges, the portion of the consideration exchanged allocable to such unstated (or stated) rights or privileges shall be given appropriate accounting recognition. Moreover, extinguishment transactions between related entities may be in essence capital transactions. The Company recognized an extinguishment gain for the excess of the net carrying value of the extinguished debt over the fair value of the new debt (representative of the reacquisition price of the extinguished debt). The full amount of the extinguishment gain is recognized within equity instead of income/loss because the holder is a related party. The Company subsequently accounted for the new debt in accordance with ASC 470-50-40-13, which states: If it is determined that the original and new debt instruments are substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. As the original and new debt instruments are concluded to be substantially different, the new debt is initially recognized at fair value (representative of the reacquisition price of the extinguished debt) and that amount was used to determine the effective interest rate of the new debt. As the initial carrying amount of the new debt initially recognized differs from the principal amount due at maturity, we recorded effective interest on the new debt for this difference. Accordingly, the carrying amount of the new debt is accreted to its principal amount using the interest method as prescribed in ASC 835 and the carrying amount of the new debt at any point of its remaining contractual term is equal to the sum of the (i) initial carrying amount plus (ii) effective interest. 2. We note your response to comment 3. Please provide a currently dated auditor consent for ALPS Global Holding Pubco for the audited financial statements as of March 31, 2025 for which the audit report is dated June 24, 2025. Response: In response to the Staff's comment, we filed a currently dated auditor consent as an exhibit to the Amendment No. 6 for ALPS Global Holding Pubco for the audited financial statements as of March 31, 2025. Very truly yours, /s/ Say Leong Lim Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors of Globalink Investment Inc. Very truly yours, /s/ Tham Seng Kong Tham Seng Kong Chief Executive Officer of Alps Global Holding Pubco
2025-07-21 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416) File: 001-41421
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 21, 2025 Linda Jonsdottir Chief Financial Officer Alvotech 9, Rue de Bitbourg L- 1273 Luxembourg Grand Duchy of Luxembourg Re: Alvotech Form 20-F for Fiscal Year Ended December 31, 2024 File No. 001-41421 Dear Linda Jonsdottir: 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 20-F for Fiscal Year Ended December 31, 2024 Note 2.6 Revenue recognition, page F-14 1. We note your disclosure on pages 74-79 of your commercial partnerships that include licensing and other components. Please revise the notes to your financial statements in future filings to disclose the material terms of each of these arrangements, including your obligations under the agreements in accordance with IFRS 15. July 21, 2025 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 Tara Harkins at 202-551-3639 or Lynn Dicker at 202-551-3616 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>
2025-07-09 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 333-288510
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 9, 2025 Martin Babler President and Chief Executive Officer Alumis Inc. 280 East Grand Avenue South San Francisco, California 94080 Re: Alumis Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288510 Dear Martin Babler: 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 Chris Edwards at 202-551-6761 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Chadwick L. Mills </TEXT> </DOCUMENT>
2025-07-07 - CORRESP - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
CORRESP
1
filename1.htm
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-4499
(212)
818-8800
(212)
818-8881
(212)
818-8638
email
address
jgallant@graubard.com
July
7, 2025
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Calisa
Acquisition Corp
Amendment
No. 1 to
Registration
Statement on Form S-1
Filed
August 9, 2024
File
No. 333-280565
Ladies
and Gentlemen:
On
behalf of Calisa Acquisition Corp ("Company"), we respond as follows to the Staff's comment letter, August 16, 2024,
relating to the above-captioned Registration Statement on Form S-1 ("Registration Statement"). Captions and page references
herein correspond to those set forth in the amended Registration Statement.
Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.
Registration
Statement on Form S-1
Enforcement
of Civil Liabilities, page 11
1. We
note your revised disclosure provided in response to prior comment 3. As requested in the
comment, please include Ogier's consent to being named in this section of the prospectus
as an exhibit to the registration statement.
We
have re-filed the opinion of Ogier that contains Ogier's consent to being named in the above-referenced section as requested.
Securities
and Exchange Commission
July 7, 2025
Page
2
Risk
Factors Summary, page 26
2.
We
note your response to prior comment 5. We also note that you disclose on page 28 that the PRC government may intervene or regulate
the activities of the post-business combination company in ways that could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.
Please revise your disclosure to include the current risks that the majority of your directors and officers being based in or having
significant ties to China poses which could result in a material change in your operations and/or the value of the securities you
are registering for sale including causing the value of your securities to significantly decline or become worthless.
We
have revised the disclosure throughout the Registration Statement as requested.
Risks
Related to Acquiring and Operating a Business Outside of the United States, page 51
3.
We
note your response to prior comment 7. Please expand your disclosure regarding the impact PRC law or regulations may have on the
cash flows associated with the business combination transaction specifically including, but without limitation, shareholder redemption
rights.
We
have revised the disclosure in the Registration Statement to indicate that because the funds held in the Company's trust account
are not held in China but are instead held in U.S. dollars in the United States with Continental Stock Transfer & Trust Company,
shareholder redemption rights would not be impacted.
Underwriting,
page 144
4.
We
note your response to prior comment 9. Please revise your underwriter's compensation table to include the EBC founder shares
in tabular format. Please refer to Item 508(e) of Regulation S-K for guidance.
We
have revised the underwriters' compensation table as requested.
*
* * * * * * * * *
If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/
Jeffrey M. Gallant
Jeffrey
M. Gallant
cc:
Hongfie
Zhang
2025-07-01 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 1, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 5 to Registration Statement on Form F-4 Filed June 27, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: We have reviewed your 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. Amendment No. 5 to Form F-4 Filed June 27, 2025 Financial Statements for Globalink Investment Inc. for the Period Ended March 31, 2025 Note 5. Related Party Transactions, page F-31 July 1, 2025 Page 2 1. We note your response to comment 1. As previously requested, please also address how you determined that the gain should be considered a debt discount and amortized over the expected term of the notes. Note that ASC 470-50-40-13 states that if extinguishment accounting is applied, the new debt instrument shall be initially recorded at fair value. ASC 470-50-40-2 also specifically states that gains and losses from extinguished debt shall not be amortized to future periods. Exhibits 2. We note your response to comment 3. Please provide a currently dated auditor consent for ALPS Global Holding Pubco for the audited financial statements as of March 31, 2025 for which the audit report is dated June 24, 2025. 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 Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-06-26 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP 1 filename1.htm VIA EDGAR June 26, 2025 Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Conlon Danberg Lauren Nguyen Nudrat Salik Li Xiao Re: Alps Global Holding Pubco Amendment No. 4 to Registration Statement on Form F-4 Filed June 9, 2025 File No. 333-284035 Ladies and Gentlemen: On behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "), we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated June 18, 2025 (the " Comment Letter ") with respect to the Amendment No. 4 to the Registration Statement on Form F-4 filed with the Commission on June 9, 2025 (the " Amendment No. 4 ") through EDGAR. For your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses. We have included page references in the Amendment No. 4 where the language addressing a particular comment appears. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 4. The Company has revised the Amendment No. 4 in response to the Staff's comments and is concurrently submitting the Amendment No. 5 to the Registration Statement on Form F-4 (the " Amendment No. 5 ") with this letter, which reflects these revisions and updates and clarifies certain other information. Amendment No. 4 to Registration Statement on Form F-4 Financial Statements for Globalink Investment Inc. for the Period Ended March 31, 2025 Note 5. Related Party Transactions, page F-31 1. We note that you had two debt transactions in which the terms were modified and for which you determined that extinguishment accounting should be used. Specifically, the March 24, 2025 transaction related to advances from the affiliate of the sponsor and the March 5, 2025 transaction with Public Gold Marketing Sdn Bhd. Please help us better understand how you determined the appropriate accounting for these transactions pursuant to ASC 470-50, including how you determined it should be treated as an extinguishment. Please also address how you determined that the gain should be considered a debt discount and amortized over the expected term of the notes. Refer to ASC 470-50-40-2 which indicates that the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in income in the period of extinguishment as losses or gains and identified as a separate item. This guidance also notes that gains shall not be amortized to future periods and that extinguishment transactions between related entities may be in essence capital transactions. Please advise. Response : The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company considered whether the transactions supported the derecognition of a liability and concluded that the liability should not be derecognized until the cash payment and capitalized shares are transferred in accordance with ASC 405-20, which does not occur in this case until 60 days of closing. As a result of the conclusions above, the Company considered whether the transactions qualified as a debt extinguishment in accordance with ASC 470-50 as a result of the addition of a substantive conversion feature under the amended terms and concluded that the transactions, after amendment, contain substantially different terms due to the addition of a substantive conversion feature; therefore, in accordance with ASC 470-50, should be accounted for as a debt extinguishment. The substantive conversion feature added to the agreement is considered substantive because it meets the criteria outlined in ASC 470-20-40-7 through 40-9. Specifically, the conversion feature is reasonably possible to be exercised in the future. The conversion price of $10.00 per share is favorable compared to the traded stock price of $12.00 as of the modification date, making it economically advantageous for the lender to exercise the conversion option. The conversion feature is contingent upon the close of the merger, which is reasonably possible to occur. Additionally, the addition of the conversion feature changes the economic terms of the debt instrument significantly, as it introduces a new mechanism for settlement that is favorable to the lender. Based on the debt extinguishment conclusion above, the Company concluded that the transaction resulted in the recognition of an extinguishment gain, computed as the net carrying value of the original debt less the fair value of the new debt. As a result of the creditor being a related party of the Company, the Company followed the guidance in ASC 470-50-40-2 and determined that a rebuttable assumption that debt extinguishment "gains" in transactions with related parties (e.g., the investor is a significant shareholder, part of management, or an affiliate of the issuer) should be recognized as equity contributions (i.e., in APIC and not in earnings) unless there is substantive evidence that the entity would have obtained the same economic outcome in an arm's-length transaction, which in this case does not exist. The Company also considered the remarks provided during the 2010 AICPA Conference on Current SEC and PCAOB Developments, then SEC Professional Accounting Fellow Sagar Teotia addressed how the SEC staff expects issuers to determine whether an extinguishment transaction with a related party represents a capital transaction. As part of this consideration, the Company determined that the role of the related party in the transaction was to provide the Company with the necessary capital to consummate the business combination referred to within this filing. The Company also considered why the related party would accept the Company's offer which resulted in the related party accepting a combination of cash and equity securities that was significantly lower in value than the carrying value of the debt and determined that the related party accepted such an offer in order to provide the necessary capital to consummate the business combination referred to within this filing and avoid the dissolution of the Company which would result in the related party receiving significantly less capital, if any. The Company also determined that the substance of the arrangement was a partial forgiveness of an outstanding payable owed to a related party. Based on the conclusions above, the Company determined that the exchange of cash and equity securities in exchange for the outstanding payable with the related party should be accounted for as an extinguishment gain recognized within equity as a capital contribution. Financial Statements of Alps Global Holding Pubco, page F-103 2. As it appears that it has been more than a year since the incorporation of Alps Global Holding Pubco (Pubco) on May 14, 2024, we remind you that the Pubco is no longer eligible to continue to rely on the financial statement accommodation for a foreign private issuer that has been in existence less than a year to include an audited balance sheet that is no more than nine months old as well as the corresponding audited statements of comprehensive income, stockholders' equity and cash flows for the period from the date of inception to the date of the audited balance sheet. Please revise to disclose the Pubco's fiscal year end and provide updated financial statements accordingly. Response : We acknowledge the Staff's comment. The audited financial statements for Alps Global Holding Pubco have been completed and included in Amendment No. 5 accordingly. Exhibits 3. Please include currently dated auditor consents. There appears to only be a currently dated auditor consent for Globalink Investment Inc. Response : We acknowledge the Staff's comment. The auditor consents of Marcum LLP and UHY Malaysia PLT have been filed as Exhibits 23.1 and 23.2 to Amendment No.5. The auditor consent of Nexia SAB&T is expected to be updated upon completion and updates of the financials statements of Cilo Cybin Holdings Limited for the year ended March 31, 2025. 4. Please refile Exhibit 10.43 in proper text-searchable format. It appears that the exhibit is currently filed as an image. For guidance, please refer to Item 301 of Regulation S-T. Response : We acknowledge the Staff's comment. An updated Exhibit 10.43 in a proper text-searchable format has been filed as an exhibit to Amendment No. 5. Very truly yours, /s/ Say Leong Lim Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors of Globalink Investment Inc. Very truly yours, /s/ Tham Seng Kong Tham Seng Kong Chief Executive Officer of Alps Global Holding Pubco
2025-06-24 - UPLOAD - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) File: 333-280565
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 24, 2025 CERTIFIED MAIL RETURN RECEIPT REQUESTED Hongfei Zhang Chief Executive Officer Calisa Acquisition Corp 420 Lexington Ave., Suite 2446 New York, NY 10170 Re: Calisa Acquisition Corp Registration Statement on Form S-1 Filed June 28, 2024 File No. 333-280565 Dear Hongfei Zhang: It has been more than nine months since you last amended this registration statement and it is now out of date. Within 30 days from the date of this letter, you should either: amend it to comply with the applicable requirements of the Securities Act of 1933, the rules and regulations under the Act, and the requirements of the form; or file a request for withdrawal. If you requested confidential treatment for portions of any exhibits to your registration statement and you request withdrawal of that registration statement, please submit a concurrent request for withdrawal of your application for confidential treatment. If you do not amend the registration statement or file a request for withdrawal (or provide us with a satisfactory explanation of why you have not done either) within 30 days, we may enter an order declaring the registration statement abandoned under rule 479 of the Act. Please contact Catherine De Lorenzo at 202-551-3772 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction June 24, 2025 Page 2 cc: Jeffrey M. Gallant, Esq. CERTIFIED MAIL RETURN RECEIPT REQUESTED </TEXT> </DOCUMENT>
2025-06-20 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) File: 377-08114
June 20, 2025
Thomas H. Jensen
Chief Executive Officer
Allarity Therapeutics, Inc.
123 E Tarpon Ave
Tarpon Springs, FL 34689
Re:Allarity Therapeutics, Inc.
Draft Registration Statement on Form S-3
Submitted June 16, 2026
Cik No. 0001860657
Dear Thomas H. Jensen:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement at least two business
days 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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Arif Soto, Esq.
2025-06-18 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 18, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 4 to Registration Statement on Form F-4 Filed June 9, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: We have reviewed your amended registration statement and have the following comment(s). 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 April 23, 2025 letter. June 18, 2025 Page 2 Amendment No. 4 to Registration Statement on Form F-4 Financial Statements for Globalink Investment Inc. for the Period Ended March 31, 2025 Note 5. Related Party Transactions, page F-31 1. We note that you had two debt transactions in which the terms were modified and for which you determined that extinguishment accounting should be used. Specifically, the March 24, 2025 transaction related to advances from the affiliate of the sponsor and the March 5, 2025 transaction with Public Gold Marketing Sdn Bhd. Please help us better understand how you determined the appropriate accounting for these transactions pursuant to ASC 470-50, including how you determined it should be treated as an extinguishment. Please also address how you determined that the gain should be considered a debt discount and amortized over the expected term of the notes. Refer to ASC 470-50-40-2 which indicates that the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in income in the period of extinguishment as losses or gains and identified as a separate item. This guidance also notes that gains shall not be amortized to future periods and that extinguishment transactions between related entities may be in essence capital transactions. Please advise. Financial Statements of Alps Global Holding Pubco, page F-103 2. As it appears that it has been more than a year since the incorporation of Alps Global Holding Pubco (Pubco) on May 14, 2024, we remind you that the Pubco is no longer eligible to continue to rely on the financial statement accommodation for a foreign private issuer that has been in existence less than a year to include an audited balance sheet that is no more than nine months old as well as the corresponding audited statements of comprehensive income, stockholders equity and cash flows for the period from the date of inception to the date of the audited balance sheet. Please revise to disclose the Pubco's fiscal year end and provide updated financial statements accordingly. Exhibits 3. Please include currently dated auditor consents. There appears to only be a currently dated auditor consent for Globalink Investment Inc. 4. Please refile Exhibit 10.43 in proper text-searchable format. It appears that the exhibit is currently filed as an image. For guidance, please refer to Item 301 of Regulation S- T. Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. June 18, 2025 Page 3 Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-06-17 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) File: 001-36407
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 17, 2025 Gisele Dion Chief Accounting Officer Alnylam Pharmaceuticals, Inc. 675 West Kendall Street Henri A. Termeer Square Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the fiscal year ended December 31, 2024 Filed February 13, 2025 File No. 001-36407 Dear Gisele Dion: 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 </TEXT> </DOCUMENT>
2025-05-30 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712) 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 (AL) (CIK 0001487712)
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 [ *] [ *] [ *] [ *]
2025-05-22 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm Document Confidential Treatment Requested by Alnylam Pharmaceuticals, Inc. Pursuant to 17 C.F.R. Section 200.83 FOIA Confidential Treatment Request The entity requesting confidential treatment is: Alnylam Pharmaceuticals, Inc. 675 West Kendall Street, Henri A. Termeer Square Cambridge, MA 02142 Attention: Jeffrey V. Poulton May 22, 2025 VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Wyman; Daniel Gordon Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the Year Ended December 31, 2024 Filed February 13, 2025 File No. 001-36407 Dear Mr. Wyman and Mr. Gordon, On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 9, 2025, concerning the Company’s Form 10-K for the year ended December 31, 2024 (the "Form 10-K"), filed with the Commission on February 13, 2025. To assist your review, the text of the Staff’s comments is presented in italics below. Form 10-K for the fiscal year ended December 31, 2024 Notes to Consolidated Financial Statements 4. Net Revenues from Collaborations Regeneron Pharmaceuticals, Inc., page 105 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com - 2 - May 22, 2025 1. Please link revenue recognized under the Regeneron collaboration and associated deferred revenue on page 108 to corresponding amounts reported in the financial statements for each period presented. Revise your disclosure accordingly. Response Revenue recognized under the Regeneron collaboration is presented in net revenues from collaborations in the consolidated statements of operations and comprehensive loss and the associated deferred revenue is presented within deferred revenue and deferred revenue, net of current portion in the consolidated balance sheets. The composition of net revenues from collaborations in the consolidated statements of operations and comprehensive loss, as disclosed in Note 4 of the Form 10-K (page 102), is as follows: (in thousands) Years ended December 31, 2024 2023 2022 Roche $ 119,489 $ 337,802 $ — Regeneron Pharmaceuticals 302,798 100,468 87,844 Novartis AG 79,759 86,727 43,159 Other 8,175 21,188 3,909 Total net revenues from collaborations $ 510,221 $ 546,185 $ 134,912 In addition, also in Note 4 the Company disclosed additional detail on revenue recognized from the Regeneron collaboration as follows: (in thousands) Years ended December 31, 2024 2023 2022 Research Services Obligation (as presented on page 108) $ 39,097 $ 80,200 $ 28,600 C5 License Obligation (as presented on page 108) 38,341 (15,100) 32,500 C5 Monotherapy Obligation (as discussed on page 107) 191,520 — — C5 Co-Co Obligation (recognized prior to June 2024 Amendment) 1 700 7,400 20,080 Other license programs 2 33,140 27,968 6,664 Total $ 302,798 $ 100,468 $ 87,844 1 Revenue recognized for the C5 Co-Co Obligation is not separately disclosed because the disclosure on page 108 provides a summary of revenue recognized during the period for the remaining unsatisfied performance obligations as of the balance sheet date in accordance with ASC 606-10-50-8. In June 2024, the C5 Co-Co Collaboration Agreement was terminated. Therefore, the Company's obligation under the C5 Co-Co performance obligation ended prior to and is no longer unsatisfied as of December 31, 2024. 2 Revenue recognized for the “ Other license programs ” relates to seven separate programs subject to individual license agreements with Regeneron that are not material for separate disclosure. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com - 3 - May 22, 2025 The composition of deferred revenue and deferred revenue, net of current portion as presented in the consolidated balance sheet as of December 31, 2024 is as follows: (in thousands) Current Non-current Total Research Services Obligation $ 41,155 $ — $ 41,155 C5 License Obligation 12,018 — 12,018 Regeneron Technology Transfer Obligation 2,307 — 2,307 Rounding difference 1 — 1 Total $ 55,481 $ — $ 55,481 The composition of deferred revenue and deferred revenue, net of current portion as presented in the consolidated balance sheet as of December 31, 2023 is as follows: (in thousands) Current Non-current Total Research Services Obligation $ 61,500 $ 1,900 $ 63,400 C5 License Obligation 27,500 — 27,500 C5 Co-Co Obligation — 186,200 186,200 Other deferred revenue 3 13,663 — 13,663 Total 4 $ 102,663 $ 188,100 $ 290,763 3 “Other deferred revenue” does not relate to our arrangements with Regeneron. This amount represents our obligation to deliver products and/or provide services to other parties. 4 The difference between the "Total" amounts in the table above and the consolidated balance sheet is related to deferred product revenues. Two of the Company's remaining performance obligations as of December 31, 2024 (that is, the C5 License Obligation and Regeneron Technology Transfer Obligation) were completed in the first quarter of 2025. The Company will enhance its disclosure in future filings, starting with the Form 10-Q for the three- and six-month periods ending June 30, 2025, as it relates to revenue recognized from the Company's arrangements with Regeneron. The disclosure will also include a statement that revenue earned from these arrangements is presented in net revenues from collaborations in the consolidated statements of operations and comprehensive loss and the remaining deferred revenue is presented within deferred revenue in the consolidated balance sheets. To enhance its disclosures in future Form 10-K filings, the Company plans to replace the tables that were included in its Form 10-K with the tables presented in Appendix A. The Company also plans to include similar tables to supplement the disclosures in its Form 10-Q filings, beginning with its Form 10-Q for the three- and six-month periods ending June 30, 2025. In addition, provide the following information related to your accounting treatment for the June 2024 Amendment. • Explain why the transaction price allocated to the new C5 Monotherapy Obligation was recognized at a point in time, while the transaction price allocated to the legacy C5 License Obligation is recognized over time, given your apparent continuing obligations to support these two licenses. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com - 4 - May 22, 2025 Response Legacy C5 License Obligation The legacy C5 License Agreement from 2019 previously provided Regeneron with rights to the Company's cemdisiran product candidate solely to be used in combination with pozelimab, Regeneron’s drug candidate. Regeneron is responsible for the development and commercialization of cemdisiran to be used in combination with pozelimab. The Company's obligations included granting Regeneron a worldwide license to cemdisiran for combination therapies, manufacturing and supply and development services. When the Company entered into the C5 License Agreement in 2019, it concluded, in accordance with ASC 606-10-25-19, that the worldwide license to cemdisiran for combination therapeutics is not capable of being distinct nor distinct within the context of the contract as Regeneron could not benefit from the license on its own or with other readily available resources. At the time this arrangement was executed, RNAi technology was a new technology and contract development and manufacturing organizations did not have the technical expertise and know-how to support the manufacturing process related to RNAi technology. Given the early-stage nature of the intellectual property, and highly specialized and new nature of RNAi technology, no one other than the Company could perform the manufacturing and supply services. The Company also expected that the development services performed by it would involve significant modification to the intellectual property. Therefore, the Company concluded that the license was not distinct from the manufacturing and supply services or the development services. The Company combined the license to cemdisiran for combination therapies, as well as the manufacturing and supply and development services obligations into one performance obligation which the Company refers to as the C5 License Obligation. The Company measures proportional performance for the C5 License Obligation over time using an input method based on cost incurred relative to the total expected costs to be incurred to determine the proportion of effort incurred as a percentage of the total effort the Company expects to expend. This ratio is applied to the transaction price for the C5 License Obligation to determine the amount of revenue to recognize. Pursuant to ASC 606-10-25-35, as circumstances change over time, the Company updates its measure of progress to reflect any changes in the outcome of the performance obligation. The June 2024 Amendment did not change the Company's legacy C5 License Obligation. The Company's C5 License Obligation was partially satisfied at the time of the contract modification, and the Company remained obligated to provide manufacturing and supply and development services for cemdisiran as a combination therapy to Regeneron. As the Company's C5 License Obligation was only partially satisfied at the time of the contract modification, the Company continues to recognize revenue over time using the input-based method described above. The Company recorded a cumulative catch-up at the time of the contract modification, which is discussed below in more detail. C5 Monotherapy Obligation In 2024, the C5 Co-Co Collaboration Agreement related to cemdisiran as a monotherapy was terminated, and at the same time the Company granted Regeneron a worldwide license to cemdisiran as a monotherapy. Regeneron is now fully responsible for the development, manufacturing and commercialization of cemdisiran as a monotherapy. By granting Regeneron a worldwide license to cemdisiran as a monotherapy, the Company transferred new rights to the cemdisiran monotherapy intellectual property to Regeneron. The Company no longer had any future obligations to perform development, manufacturing and commercialization activities for cemdisiran as a monotherapy. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com - 5 - May 22, 2025 The Company concluded, in accordance with ASC 606-10-25-19, that the license to develop, manufacture and commercialize cemdisiran as a monotherapy is a distinct good. As a global, mature, fully integrated biopharmaceutical company, Regeneron has the ability on its own or with the use of readily available resources to generate economic benefit from the license. The manufacturing process to produce cemdisiran is no longer unique, specialized or requires the Company’s expertise and knowledge in order to benefit from the license, as it did in 2019. Over the last five years, there has been substantial advancement in RNAi technologies, including the commercialization of multiple products to treat disease using RNAi technology and a significant number of companies using this technology to identify new medicines. Additionally, contract development and manufacturing organizations have gained technical expertise and know-how to support the manufacturing process related to RNAi technology. At the transfer of control of the license in June 2024, Regeneron has the knowledge and expertise as well as the development, manufacturing and commercial processes in place to generate economic benefit from the license. Regeneron can begin to use and benefit from the license at this time and Regeneron also has the right to sublicense the intellectual property, which gives the license standalone value for which Regeneron can benefit from the license on its own. Therefore, the transaction price of $191.5 million allocated to the C5 Monotherapy Obligation was recognized immediately as this obligation was satisfied at a point in time upon transfer of the license to Regeneron. • Describe and quantify key assumptions underlying your determination of standalone selling price of $322,000 [sic] for the C5 Monotherapy Obligation, including discount rates, forecasted earnings, duration of the commercial period and adjustments for probability of success. Response The Company developed the estimated standalone selling price of $332,000 for the cemdisiran monotherapy license granted under the C5 Monotherapy Obligation using the adjusted market assessment approach based on a discounted cash flow model that establishes the forecasted earnings during the commercial period for cemdisiran as a monotherapy adjusted for probability of success. The key assumptions underlying our determination of the standalone selling price are (all dollar amounts below are presented in thousands): • Revenue – The Company's discounted cash flow model starts in [***] a nd continues until [***] . The last cemdisiran monotherapy patent expires in [***] . The substantial majority of the revenue from cemdisiran as a monotherapy is estimated to occur between [***] . The Company believes that cemdisiran as a monotherapy will continue to [***] . The range of annual revenue is [***] until [***] , to a peak of [***] . • Probability of Success - The Company incorporated a cumulative phase of outcome probability of success of [***], consistent with our and industry established standards, given the current stage of development for cemdisiran as a monotherapy. At the time of the contract modification, cemdisiran was in the second phase of clinical development. The Company considered a [***] likelihood of a successful outcome of cemdisiran in the third phase of clinical development and a [***] likelihood of cemdisiran receiving regulatory approval if the second and third phase of the clinical development process are successful. In other words, the [***] probability of success represents [***] of the [***] chance of a successful outcome of cemdisiran in the third phase of clinical development. • Research and Development Expense – The Company estimated research and development expenses based on the expected costs to be incurred to complete the clinical development process and any open label expansion trials for cemdisiran as a monotherapy. • Other Operating Expenses – Other operating expenses primarily represent commercial expenses and general and administrative expenses. The Company estimated these expenses as a consistent percentage of revenue based on our historical experience with other commercial products. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com - 6 - May 22, 2025 • Discount rate – The Company utilized a discount rate of [***] which was determined based on an estimated market participant weighted average cost of capital. • Explain how you determined revenue recognized in 2024 for the Research Services Obligation and C5 License Obligation, particularly expected performance periods, and why no revenue was recognized for the Regeneron Technology Transfer Obligation. Response For the Research Services Obligation and the legacy C5 License Obligation the Company measured proportional performance over time using an input-based method based on costs incurred (the numerator in the cost-to-cost model) relative to the total expected costs to be incurred (the denominator in the cost-to-cost model) to determine the proportion of effort incurred as a percentage of total effort the Company expects to expend. This ratio is applied to the transaction price allocated to each obligation to determine the
2025-05-09 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) File: 001-36407
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 9, 2025 Gisele Dion Chief Accounting Officer Alnylam Pharmaceuticals, Inc. 675 West Kendall Street Henri A. Termeer Square Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the fiscal year ended December 31, 2024 Filed February 13, 2025 File No. 001-36407 Dear Gisele Dion: 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 December 31, 2024 Notes to Consolidated Financial Statements 4. Net Revenues from Collaborations Regeneron Pharmaceuticals, Inc., page 105 1. Please link revenue recognized under the Regeneron collaboration and associated deferred revenue on page 108 to corresponding amounts reported in the financial statements for each period presented. Revise your disclosure accordingly. In addition, provide the following information related to your accounting treatment for the June 2024 Amendment. Explain why the transaction price allocated to the new C5 Monotherapy Obligation was recognized at a point in time, while the transaction price allocated to the legacy C5 License Obligation is recognized over time, given your apparent continuing obligations to support these two licenses. Describe and quantify key assumptions underlying your determination of May 9, 2025 Page 2 standalone selling price of $322,000 for the C5 Monotherapy Obligation, including discount rates, forecasted earnings, duration of the commercial period and adjustments for probability of success. Explain how you determined revenue recognized in 2024 for the Research Services Obligation and C5 License Obligation, particularly expected performance periods, and why no revenue was recognized for the Regeneron Technology Transfer Obligation. Demonstrate that the cumulative catch up adjustment for the remaining Research Services Obligation and C5 License Obligation was not significant. 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 Frank Wyman at 202-551-3660 or Daniel Gordon at 202-551-3486 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences </TEXT> </DOCUMENT>
2025-05-07 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP VIA EDGAR May 7, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-286837 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Allurion Technologies, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to May 9, 2025 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Jeffrey Letalien at (212) 459-7203. If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203. Sincerely, ALLURION TECHNOLOGIES, INC. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Brendan Gibbons, Esq., Allurion Technologies, Inc. Jeffrey Letalien, Goodwin Procter LLP
2025-05-07 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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
2025-05-06 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) File: 333-286837
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 6, 2025 Shantanu Gaur Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Allurion Technologies, Inc. Registration Statement on Form S-3 Filed April 30, 2025 File No. 333-286837 Dear Shantanu Gaur: 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 Juan Grana at 202-551-6034 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jeffrey A. Letalien, Esq. </TEXT> </DOCUMENT>
2025-04-30 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712) 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>
2025-04-25 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP 1 filename1.htm VIA EDGAR April 25, 2025 Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Conlon Danberg Lauren Nguyen Nudrat Salik Li Xiao Re: Alps Global Holding Pubco Amendment No. 2 to Registration Statement on Form F-4 Filed April 18, 2025 File No. 333-284035 Ladies and Gentlemen: On behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "), we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated April 23, 2025 (the " Comment Letter ") with respect to the Amendment No. 2 to the Registration Statement on Form F-4 filed with the Commission on April 18, 2025 (the " Amendment No. 2 ") through EDGAR. For your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses. We have included page references in the Amendment No. 1 where the language addressing a particular comment appears. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 2. The Company has revised the Amendment No. 2 in response to the Staff's comments and is concurrently submitting the Amendment No. 3 to the Registration Statement on Form F-4 (the " Amendment No. 3 ") with this letter, which reflects these revisions and updates and clarifies certain other information. Amendment No. 2 to Form F-4 filed April 18, 2025 Financial Statements of Alp Life Sciences Inc., page 296 1. We note your response to prior comment 4. Please address your consideration of Item 8.A.4 of Form 20-F in determining when the audited annual financial statements should be updated. Specifically this guidance states that the audited financial statements shall be as of a date not older than 12 months in the case of the company's initial public offering. In addition Instruction 2 to this item further states that the additional requirement that financial statements be no older than 12 months at the date of filing applies only in those limited cases where a nonpublic company is registering its initial public offering of securities. A company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship. This representation should be filed as an exhibit to the registration statement. Response: In response to the Staff's comment, we respectfully advise the Staff that the Company is not required to comply with the requirement provided in Item 8.A.4 of the Form 20-F in any other jurisdiction outside the United States and that complying with the requirement is impracticable or involves undue hardship. We have included with Amendment No. 3 a request for waiver filed as Exhibit 99.8. General 2. We note your response to prior comment 2. Please provide a description of the final fairness opinion and explain whether there are material differences between the draft and final fairness opinions. We note your disclosure on page 130. Response: In response to the Staff's comment, we have filed the final fairness opinion as Annex I to Amendment No.3. There are no differences between the draft and the final fairness opinions. Very truly yours, /s/ Say Leong Lim Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors of Globalink Investment Inc. Very truly yours, /s/ Tham Seng Kong Tham Seng Kong Chief Executive Officer of Alps Global Holding Pubco
2025-04-23 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 23, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 2 to Registration Statement on Form F-4 Filed April 18, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: 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 April 1, 2025 letter. April 23, 2025 Page 2 Amendment No. 2 to Form F-4 Filed April 18, 2025 Financial Statements of Alp Life Sciences Inc., page 296 1. We note your response to prior comment 4. Please address your consideration of Item 8.A.4 of Form 20-F in determining when the audited annual financial statements should be updated. Specifically this guidance states that the audited financial statements shall be as of a date not older than 12 months in the case of the company's initial public offering. In addition Instruction 2 to this item further states that the additional requirement that financial statements be no older than 12 months at the date of filing applies only in those limited cases where a nonpublic company is registering its initial public offering of securities. A company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship. This representation should be filed as an exhibit to the registration statement. General 2. We note your response to prior comment 2. Please provide a description of the final fairness opinion and explain whether there are material differences between the draft and final fairness opinions. We note your disclosure on page 130. Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-04-23 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm CORRESP Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O : 650.493.9300 F : 866.974.7329 April 23, 2025 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: Lauren Hamill Re: ALX Oncology Holdings Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285620 Acceleration Request Requested Date: April 24, 2025 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, ALX Oncology Holdings Inc. (the “ Company ”) hereby respectfully requests that the above referenced Registration Statement on Form S-3 (File No. 333-285620) (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 or Christina Poulsen at (650) 849-3245. Please direct any questions or comments regarding this acceleration request to Michael Coke or Christina Poulsen. [ Signature Page Follows ] AUSTIN BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission April 23, 2025 Page 2 Sincerely, ALX Oncology Holdings Inc. /s/ Harish Shantharam Harish Shantharam Chief Financial Officer cc: Jason Lettmann, ALX Oncology Holdings Inc. Michael Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation Christina Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation
2025-04-22 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP 1 filename1.htm Alumis Inc. 280 East Grand Avenue South San Francisco, California 94080 April 22, 2025 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 Re: Alumis Inc. Registration Statement on Form S-4 (File No. 333-286660) Request for Acceleration of Effective Date Ladies and Gentlemen: This letter is sent on behalf of Alumis Inc. (the " Company ") in connection with the above-referenced Registration Statement on Form S-4 (the " Registration Statement ") filed with the Securities and Exchange Commission (the " Commission ") by the Company pursuant to the Securities Act of 1933, as amended (the " Securities Act "). Pursuant to Rule 461 promulgated under the Securities Act, the Company hereby requests that the effective date of the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 23, 2025, or as soon thereafter as practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. The Company hereby authorizes Kristin VanderPas and David Peinsipp of Cooley LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Kristin VanderPas of Cooley LLP at (415) 693-2097 or, in her absence, David Peinsipp of Cooley LLP at (415) 693-2177. Very truly yours, Alumis Inc. /s/ Martin Babler By: Martin Babler Title: Chief Executive Officer cc: Sara Klein, Chief Legal Officer, Alumis Inc. Jamie Leigh, Cooley LLP Ben Beerle, Cooley LLP Kristin VanderPas, Cooley LLP David Peinsipp, Cooley LLP Stefano Quintini, Fenwick & West LLP Ethan Skerry, Fenwick & West LLP Ryan Mitteness, Fenwick & West LLP Jeremy Delman, Fenwick & West LLP Mina Kim, Chief Executive Officer, ACELYRIN, Inc.
2025-04-22 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 333-286660
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 22, 2025 Martin Babler President and Chief Executive Officer Alumis Inc. 280 East Grand Avenue South San Francisco, CA 94080 Re: Alumis Inc. Registration Statement on Form S-4 Filed April 21, 2025 File No. 333-286660 Dear Martin Babler: 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 Chris Edwards at 202-551-6761 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Dave Peinsipp </TEXT> </DOCUMENT>
2025-04-18 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP
1
filename1.htm
VIA
EDGAR
April
18, 2025
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Conlon
Danberg
Lauren
Nguyen
Nudrat
Salik
Li
Xiao
Re:
Alps
Global Holding Pubco
Amendment
No. 1 to Registration Statement on Form F-4
Filed
April 1, 2025
File
No. 333-284035
Ladies
and Gentlemen:
On
behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "),
we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") in its letter dated April 11, 2025 (the " Comment Letter ") with respect
to the Amendment No. 1 to the Registration Statement on Form F-4 filed with the Commission on April 1, 2025 (the " Amendment
No. 1 ") through EDGAR.
For
your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses.
We have included page references in the Amendment No. 1 where the language addressing a particular comment appears. Capitalized terms
used but not defined herein have the meanings set forth in the Amendment No. 1.
The
Company has revised the Amendment No. 1 in response to the Staff's comments and is concurrently submitting the Amendment No. 2
to the Registration Statement on Form F-4 (the " Amendment No. 2 ") with this letter, which reflects these revisions
and updates and clarifies certain other information.
Amendment
No. 1 to Registration Statement on Form F-4 filed April 1, 2025
Availability
and terms of PIPE Investment, page 34
1. We
note your disclosure on page 34 that the Board negotiated the terms of the PIPE Investment
with Alps and mutually agreed that the PIPE Investment would be used for PubCo's working
capital after the Business Combination. Please revise your filing to include risk factor
disclosure that addresses how the changes to the PIPE Investment could impact PubCo's
ability to operate its business after the closing.
Response:
In response to the Staff's comment, we revised our disclosure on page 85 of Amendment No. 2 to include a risk factor addressing
the potential adverse impacts that the reduction in the PIPE Investment may have on PubCo's ability to operate its business following
the closing of the Business Combination.
Background
of the Business Combination, page 126
2. We
note your disclosure that the verbal commitment to securing PIPE Investments was what the
Globalink Board considered as the primary basis for the pre-money valuation of Alps of approximately
$1.6 billion and that the Board placed a high significance weighting on the availability
and terms of the PIPE Investments in approving the transaction. Your disclosure of the dollar
amount of the PIPE Investments that the Board considered when determining to approve the
transaction was reduced from US$40.23 million to US$3.48 million. This appears to reflect
the smaller available PIPE investment after the termination of two of the Subscription Agreements
in March 2025. Given that the Board approved the transaction in January 2024, please clarify
the information the Board relied upon at the time it made its determination to approve the
transaction. In this regard, we note your statement on page 129 that the Board "considered
the availability and terms of the PIPE Investment prior to approving the Business Combination"
and placed a "high significance weighing on this factor." Additionally, please
explain what consideration the Board gave to reapproving or reevaluating their determination
that the Business Combination is in the best interests of, and advisable to, the Globalink
stockholders following the termination of the vast majority of the PIPE Investments and the
removal of the Earnout Shares from the consideration payable to Globalink shareholders.
Response :
In response to the Staff's comment, we revised our disclosure throughout Amendment No. 2 to clarify that the dollar amount of the
PIPE Investments that the Board considered when initially determining to approve the transaction was US$40.2 million and that the Board
placed a high significance weighing on this factor. Additionally, we revised our disclosure on pages 34 and 129 of Amendment
No. 2 to explain the consideration the Board gave to reevaluating their determination that the Business Combination is still in the best
interests of, and advisable to, the Globalink stockholders following the termination of the vast majority of the PIPE Investments and
the removal of the Earnout Shares from the consideration payable to Alps Holdco shareholders.
Management's
Discussion and Analysis of Financial Condition and Results of Operations of ALPS
Cost
of sales, page 236
3. Here
you discussed three partners to provide specialized medical and aesthetic services under
profit sharing arrangement. Please update your related revenue recognition accounting policies
for principal versus agent including at page F-72 as it currently only refers to hair implant
services.
Response:
We have updated the revenue recognition accounting policy on page F-72 to include the principal versus agent considerations for the specialized
medical and aesthetic services provided under profit-sharing arrangements with the partners. Please refer below for the amendments:
‘‘For
hair implant services, specialised medical and aesthetic services, the Group exercises control over the delivery of the service before
it reaches the customer. Consequently, the Group is deemed a principal for these services and recognises revenue based on the total amount
charged to the customer.''
Financial
Statements of Alp Life Sciences Inc., page F-116
4. In
regards to the financial statements for Alps Life Science Inc, please address the following:
● We
note that for the unaudited financial statements for the six months ended September 30, 2024
you are also presenting financial statements for the six months ended September 30, 2023,
which is prior to inception. Please clarify in your disclosures whether these are the financial
statements of Alps Global Holding Berhad. Please also address what consideration you gave
as to whether Alps Global Holding Berhad should be considered the predecessor entity pursuant
to Rule 405 of Regulation C in the audited financial statements.
Response:
In response to the Staff's comment, we have revised the financial statements to include a note on page F-155 clarifying that the
comparative figures presented in the unaudited financial statements for the six months ended September 30, 2024 and September 30, 2023
reflect the historical financial information of Alps Global Holding Berhad ("AGHB"), the legal predecessor to Alps Life Sciences
Inc. prior to the corporate reorganization.
We
have also considered the applicability of Rule 405 of Regulation C and concluded that AGHB qualifies as the predecessor entity of Alps
Life Sciences Inc. This conclusion is based on the continuity of business operations, management, and ownership between AGHB and Alps
Life Sciences Inc. The reorganization did not result in a substantive change to the business, and the current operations of the Company
are a continuation of AGHB's historical activities.
Accordingly,
AGHB has been presented as the predecessor entity in the unaudited financial statements, and its historical financial information is
included for comparative purposes in the unaudited interim financial statements.
● Please
address what consideration you gave to Item 8.A.4 of the Form 20-F in determining when the
audited annual financial statements should be updated.
Response:
In response to the Staff's comment, the first financial year end of Alps Life Science Inc is determined to be on March 31, 2025.
The latest audited financials for Alps Life Science Inc are for the financial period May 31, 2024. Item 8.A.4 of the Form 20-F requires
that the last year of audited financial statements may not be older than 15 months at the time of the offering or listing. Accordingly,
the audited annual financial statements as of May 31, 2024, remain valid within the 15-month period permitted for a Foreign Private Issuer
(FPI) and will be updated with the financial statements for the year ended March 31, 2025, upon expiry of the validity period.
Financial
Statements of Cilo Cybin Holdings Limited, page F-180
5. Please
include the independent auditor's report and consent for the financial statements of
Cilo Cybin Holdings Limited.
Response:
In response to the Staff's comment, the independent auditor's report for the financial statements of Cilo Cybin Holdings
Limited has been included at pages F-191 to F-193 of Amendment No. 2. The auditor's consent has been annexed as Exhibit 23.5.
Exhibit
23.2, page EX-23
6. We
note your response to previous comment four. Please address the following:
● As
previously requested, please have your auditor revise the consent to separately refer to
the specific dates of the auditor’s report including both original and updated report
dates. For example for the financial statements of Alps Global Holding Berhad, the consent
should refer to the various specific report dates which include June 18, 2024, August 12,
2024, and December 4, 2024.
Response:
We have amended the consent letter date to include June 18, 2024 and August 12, 2024.
● The
consent for ALPS Global Holding Pubco does not appear to refer to the appropriate report
date. Please have your auditor revise as necessary.
Response:
We have amended the consent letter to report date on September 27, 2024.
General
7. We
note your response to previous comment 5 and your revised disclosure that while you do not
believe it is possible for Globalink to regain compliance with the continued listing requirements
of Nasdaq or otherwise get listed on Nasdaq again prior to the Closing, you still expect
to be able to satisfy the conditions to the consummation of the Business Combination and
do not expect to seek a waiver or amendment of these closing conditions. Notwithstanding
the possibility of PubCo's securities receiving listing approval while Globalink's
securities remain delisted, please explain whether the continued delisting of Globalink's
securities would prevent you from satisfying the closing conditions under the Business Combination
Agreement. Specifically, we note that Section 6.10 of the Amended and Restated Merger Agreement
appears to include a representation that Globalink's securities are listed on Nasdaq
and Section 10.3(b) appears to require this representation to be brought down as of the Closing
Date in all material respects.
Response:
In response to the Staff's comment, we revised our disclosure on the cover page and pages 38, 41, 77, 96 and 164
of Amendment No. 2 to clarify that the parties has executed an amendment to the Amended and Restated Merger Agreement to remove
Section 6.10 as a closing condition, and that we still expect to be able to satisfy the conditions to the consummation of the Business
Combination, and to the extent that certain closing conditions cannot be satisfied prior to the Closing as a result of the delisting
of Globalink's securities from Nasdaq, we expect to seek a waiver or amendment of the applicable closing condition.
Very
truly yours,
/s/
Say Leong Lim
Say
Leong Lim
Chief
Executive Officer and
Chairman of the Board of Directors of Globalink Investment Inc.
Very
truly yours,
/s/
Tham Seng Kong
Tham
Seng Kong
Chief
Executive Officer of Alps Global Holding Pubco
2025-04-16 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 001-41306
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 16, 2025 Vincent Browne Chief Executive Officer Alternus Clean Energy, Inc. 17 State Street, Suite 4000 New York City, New York, 10004 Re: Alternus Clean Energy, Inc. Amendment No. 1 to Preliminary Information Statement on Schedule 14C Filed April 3, 2025 File No. 001-41306 Dear Vincent Browne: 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 cc: Ross David Carmel, Esq. </TEXT> </DOCUMENT>
2025-04-11 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 11, 2025 Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors Alps Global Holding Pubco Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Tham Seng Kong Chief Executive Officer Alps Life Sciences Inc Unit E-18-01 & E-18-02, Level 18, Icon Tower (East) No. 1, Jalan 1/68F, Jalan Tun Razak 50400 Kuala Lumpur Wilayah Persekutuan, Malaysia Re: Alps Global Holding Pubco Amendment No. 1 to Registration Statement on Form F-4 Filed April 1, 2025 File No. 333-284035 Dear Say Leong Lim and Tham Seng Kong: 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 17, 2025 letter. April 11, 2025 Page 2 Amendment No. 1 to Registration Statement on Form F-4 filed April 1, 2025 Availability and terms of PIPE Investment, page 34 1. We note your disclosure on page 34 that the Board negotiated the terms of the PIPE Investment with Alps and mutually agreed that the PIPE Investment would be used for PubCo s working capital after the Business Combination. Please revise your filing to include risk factor disclosure that addresses how the changes to the PIPE Investment could impact PubCo s ability to operate its business after the closing. Background of the Business Combination, page 126 2. We note your disclosure that the verbal commitment to securing PIPE Investments was what the Globalink Board considered as the primary basis for the pre-money valuation of Alps of approximately $1.6 billion and that the Board placed a high significance weighting on the availability and terms of the PIPE Investments in approving the transaction. Your disclosure of the dollar amount of the PIPE Investments that the Board considered when determining to approve the transaction was reduced from US$40.23 million to US$3.48 million. This appears to reflect the smaller available PIPE investment after the termination of two of the Subscription Agreements in March 2025. Given that the Board approved the transaction in January 2024, please clarify the information the Board relied upon at the time it made its determination to approve the transaction. In this regard, we note your statement on page 129 that the Board "considered the availability and terms of the PIPE Investment prior to approving the Business Combination" and placed a "high significance weighing on this factor." Additionally, please explain what consideration the Board gave to reapproving or reevaluating their determination that the Business Combination is in the best interests of, and advisable to, the Globalink stockholders following the termination of the vast majority of the PIPE Investments and the removal of the Earnout Shares from the consideration payable to Globalink shareholders. Management's Discussion and Analysis of Financial Condition and Results of Operations of ALPS Cost of sales, page 236 3. Here you discussed three partners to provide specialized medical and aesthetic services under profit sharing arrangement. Please update your related revenue recognition accounting policies for principal versus agent including at page F-72 as it currently only refers to hair implant services. Financial Statements of Alp Life Sciences Inc., page F-116 4. In regards to the financial statements for Alps Life Science Inc, please address the following: We note that for the unaudited financial statements for the six months ended September 30, 2024 you are also presenting financial statements for the six April 11, 2025 Page 3 months ended September 30, 2023, which is prior to inception. Please clarify in your disclosures whether these are the financial statements of Alps Global Holding Berhad. Please also address what consideration you gave as to whether Alps Global Holding Berhad should be considered the predecessor entity pursuant to Rule 405 of Regulation C in the audited financial statements. Please address what consideration you gave to Item 8.A.4 of the Form 20-F in determining when the audited annual financial statements should be updated. Financial Statements of Cilo Cybin Holdings Limited, page F-180 5. Please include the independent auditor s report and consent for the financial statements of Cilo Cybin Holdings Limited. Exhibit 23.2, page EX-23 6. We note your response to previous comment four. Please address the following: As previously requested, please have your auditor revise the consent to separately refer to the specific dates of the auditor s report including both original and updated report dates. For example for the financial statements of Alps Global Holding Berhad, the consent should refer to the various specific report dates which include June 18, 2024, August 12, 2024, and December 4, 2024. The consent for ALPS Global Holding Pubco does not appear to refer to the appropriate report date. Please have your auditor revise as necessary. General 7. We note your response to previous comment 5 and your revised disclosure that while you do not believe it is possible for Globalink to regain compliance with the continued listing requirements of Nasdaq or otherwise get listed on Nasdaq again prior to the Closing, you still expect to be able to satisfy the conditions to the consummation of the Business Combination and do not expect to seek a waiver or amendment of these closing conditions. Notwithstanding the possibility of PubCo's securities receiving listing approval while Globalink's securities remain delisted, please explain whether the continued delisting of Globalink's securities would prevent you from satisfying the closing conditions under the Business Combination Agreement. Specifically, we note that Section 6.10 of the Amended and Restated Merger Agreement appears to include a representation that Globalink's securities are listed on Nasdaq and Section 10.3(b) appears to require this representation to be brought down as of the Closing Date in all material respects. Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. April 11, 2025 Page 4 Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jenny Chen-Drake, Esq. </TEXT> </DOCUMENT>
2025-04-07 - UPLOAD - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) File: 005-94815
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 7, 2025 Robert Kauffman Chief Executive Officer Aldel Financial II Inc. 104 S. Walnut Street, Unit 1A Itasca, IL 60143 Re: Aldel Financial II Inc. Schedule 13D filed February 14, 2025 by Robert Kauffman et. al File No. 005-94815 Dear Robert Kauffman: We have conducted a limited review of the above-captioned filing and have the following comment. Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comment applies to your facts and circumstances or that an amendment is appropriate, please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to this comment, we may have additional comments. Schedule 13D filed February 14, 2025 General 1. We note that the event reported as requiring the filing of the Schedule 13D was October 23, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the October 23, 2024 event date, the Schedule 13D submitted on February 14, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. 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 Nicholas Panos at 202-551-3266. April 7, 2025 Page 2 Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions </TEXT> </DOCUMENT>
2025-04-04 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP 1 filename1.htm ALZAMEND NEURO, INC. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 April 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson and Joshua Gorsky Division of Corporation Finance Re: Alzamend Neuro, Inc. Registration Statement on Form S-1/A (File No. 333-285788) Ladies and Gentlemen: Alzamend Neuro, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Tuesday, April 8, 2025, or as soon as possible thereafter. We request that we be notified of such effectiveness by a telephone call or e-mail to the undersigned at (646) 650-5044 or henry@alzamend.com. Very truly yours, ALZAMEND NEURO, INC. By: /s/ Henry Nisser Henry Nisser Executive Vice President and General Counsel cc: Kenneth Schlesinger, Esq. Spencer G. Feldman, Esq.
2025-04-03 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP 1 filename1.htm April 03, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Claudia Rios, Staff Attorney and Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation Re: Alternus Clean Energy, Inc. Preliminary Information Statement on Schedule 14C Filed February 7, 2025 File No. 001-41306 Dear Ladies and Gentlemen: On behalf of our client, Alternus Clean Energy, Inc. (the " Company "), we submit this letter setting forth the response of the Company to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") in its comment letter dated February 21, 2025 (the " Comment Letter ") with respect to the Company's Preliminary Information Statement on Schedule 14C (the " Information Statement "). For your convenience, we have reproduced below in italics the text of the Comment Letter, followed by the Company's response. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Information Statement. Preliminary Information Statement filed February 7, 2025 General 1. Please tell us the basis for your belief that an information statement on Schedule 14C is the appropriate schedule to be filed. Your beneficial ownership table on page 14 indicates that Alternus Energy Group Plc is your only shareholder holding more than 5% of your outstanding common stock. Based on 9,399,075 shares of common stock you had outstanding as of January 24, 2025, Alternus Energy Group Plc holds 24% of your outstanding common stock. Therefore, it appears that some of your consenting shareholders hold less than 5% of your outstanding common stock. Based on your disclosure, you may have engaged in a solicitation in order to obtain these consents. In your response letter, please describe each consenting shareholder's relationship to the company as well as the sequence of events through which the consents of these shareholders were obtained and provide your analysis as to whether such activities constitute a solicitation, as defined in Exchange Act Rule 14a-1(l). Also, tell us who inquired about the voting intentions of the shareholders that consented to these actions. Alternatively, file preliminary proxy statement on Schedule 14A. Company Response. The Company acknowledges the Staff's comment and has made the requested revised disclosure to our beneficial ownership table on page 14 of the Information Statement, clarifying and stating that the Company and its primary shareholders, which include Alternus Energy Group Plc (the " Parent ") and Mr. Vincent Browne collectively own more than 50.1% of the outstanding common stock (on a voting-basis) of the Company, as of the date of the current amendment filing. With respect to the Company's initial Information Statement, the Company would like to respectfully submit that the Company was between the current pending transactions, which would have enabled the Company to acquire adequate consenting shareholding prior to filing its definitive information statement; avoiding solicitation(s) to obtain these consents, as defined in Exchange Act Rule 14a-1(l). 2. Throughout this document there is omitted information even though it appears that the events pertaining to such information have occurred. For example, you disclose that the written consents were "executed on February [*], 2025" and that "[t]he approximate ownership percentage of the voting stock of the Company by the Majority Holders as of the Record Date totaled in the aggregate [*]%." To the extent that omitted information is already known, it should be disclosed. Please revise this document accordingly or advise why continued omission is appropriate. Company Response . The Company acknowledges the Staff's comment and has made the requested additional disclosure throughout the Information Statement. 3. We note you disclosed on your Form 8-K filed on February 12, 2025 that the company received a delisting notification from Nasdaq on February 10, 2025 stating that Nasdaq has determined to delist the company's common stock, par value $0.0001 per share, from The Nasdaq Capital Market, and Nasdaq would accordingly suspend trading in the company's common stock, effective at the opening of trading on February 12, 2025. Please revise your disclosure throughout the information statement to reflect the delisting determination and suspension of trading of your common stock on Nasdaq. Company Response. The Company acknowledges the Staff's comment and has made the requested revised disclosure throughout the Information Statement to reflect the delisting determination, the suspension of trading of our common stock on Nasdaq and the listing of our common stock on the OTC Markets. We hope that the foregoing has been responsive to the Staff's comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq., of Sichenzia Ross Ference Carmel LLP at jwofford@srfc.law; or Mohit Agrawal, Esq. of Sichenzia Ross Ference Carmel LLP at magrawal@srfc.law/+1 (646) 267-5506. Very truly yours, /s/ Jeffrey P. Wofford Jeffrey P. Wofford Sichenzia Ross Ference Carmel LLP cc: Taliesin Durant, CLO Alternus Clean Energy, Inc.
2025-04-02 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP 1 filename1.htm Alumis Inc. 280 East Grand Avenue South San Francisco, California 94080 April 2, 2025 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 Re: Alumis Inc. Registration Statement on Form S-4 (File No. 333-286178) Request for Acceleration of Effective Date Ladies and Gentlemen: This letter is sent on behalf of Alumis Inc. (the “ Company ”) in connection with the above-referenced Registration Statement on Form S-4 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”) by the Company pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”). Pursuant to Rule 461 promulgated under the Securities Act, the Company hereby requests that the effective date of the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 4, 2025, or as soon thereafter as practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. The Company hereby authorizes Kristin VanderPas and David Peinsipp of Cooley LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Kristin VanderPas of Cooley LLP at (415) 693-2097 or, in her absence, David Peinsipp of Cooley LLP at (415) 693-2177. Very truly yours, Alumis Inc. /s/ Martin Babler By: Martin Babler Title: Chief Executive Officer cc: Sara Klein, Chief Legal Officer, Alumis Inc. Jamie Leigh, Cooley LLP Ben Beerle, Cooley LLP Kristin VanderPas, Cooley LLP David Peinsipp, Cooley LLP Stefano Quintini, Fenwick & West LLP Ethan Skerry, Fenwick & West LLP Ryan Mitteness, Fenwick & West LLP Jeremy Delman, Fenwick & West LLP Mina Kim, Chief Executive Officer, ACELYRIN, Inc.
2025-04-01 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 April 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Alan Campbell Re: Aligos Therapeutics, Inc. Registration Statement on Form S-3 (Registration No. 333-286168) 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 (File No. 333-286168) (the “ Registration Statement ”) of Aligos Therapeutics, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on April 3, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043. Thank you for your assistance in this matter. Very truly yours, A LIGOS T HERAPEUTICS , I NC . By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President, Chief Operating Officer and Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Mark V. Roeder, Latham & Watkins LLP John Williams, Latham & Watkins LLP
2025-04-01 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP 1 filename1.htm Allot Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 4501317, Israel April 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: REQUEST FOR ACCELERATION OF EFFECTIVENESS Allot Ltd. (CIK No. 0001365767) Registration Statement on Form F-3 (File No. 333-286174) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-286174) so that it will be declared effective at 4:00 p.m., Eastern Time, on April 3, 2025, or as soon thereafter as is practicable. Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 318-6007 or Shai Marshall at (212) 318-6068 of Paul Hastings LLP, counsel to the Company. [ Remainder of Page Intentionally Blank ] Sincerely, ALLOT LTD. By: /s/ Eyal Harari Eyal Harari Chief Executive Officer
2025-04-01 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767) File: 333-286174
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 1, 2025 Eyal Harari Chief Executive Officer Allot Ltd. 22 Hanagar Street Neve Ne eman Industrial Zone B Hod-Hasharon 4501317, Israel Re: Allot Ltd. Registration Statement on Form F-3 Filed March 27, 2025 File No. 333-286174 Dear Eyal Harari: 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 Alexandra Barone at 202-551-8816 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Colin Diamond, Esq. </TEXT> </DOCUMENT>
2025-04-01 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) File: 333-286168
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 1, 2025 Lawrence M. Blatt Chairman, President and Chief Executive Officer Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 Re: Aligos Therapeutics, Inc. Registration Statement on Form S-3 Filed March 27, 2025 File No. 333-286168 Dear Lawrence M. Blatt: 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: John C. Williams, Esq. </TEXT> </DOCUMENT>
2025-03-31 - UPLOAD - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) File: 333-272825
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 31, 2025 Roman Zhezhel President Alixo-Yolloo Corp. Business Center Sunkar Building 47B, Aktau 130002 Kazakhstan Re: Alixo-Yolloo Corp. Form 10-K and Form 10-K/A for the Year Ended February 29, 2024 File No. 333-272825 Dear Roman Zhezhel: 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>
2025-03-31 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP 1 filename1.htm VIA EDGAR March 31, 2025 Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Conlon Danberg Lauren Nguyen Nudrat Salik Li Xiao Re: Alps Global Holding Pubco Registration Statement on Form F-4 Filed December 3, 2024 File No. 333-284035 Dear Mr. Danberg: On behalf of Alps Global Holding Pubco (the " Company ," " we ," " our ," or " us "), we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") in its letter dated January 17, 2025 (the " Comment Letter ") with respect to the Registration Statement on Form F-4 filed with the Commission on December 23, 2024 (the " Registration Statement ") through EDGAR. For your convenience, we have repeated each of the Staff's comments below in bold text, followed by the Company's responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 4. The Company has revised the Registration Statement in response to the Staff's comments and is concurrently submitting Amendment No.1 to Registration Statement on Form F-4 (the " Amended F-4 ") with this letter, which reflects these revisions and updates and clarifies certain other information. Registration Statement on Form F-4 filed December 23, 2024 Background of the Business Combination, page 119 1. We note your response to prior comment 2. Please address the following: ● We note that as of March 31, 2024, Alps has not commenced operations for its Car-T, NK Cells and blood testing segments. Please disclose if and when these operations have started subsequent to March 31, 2024; Response: In response to the Staff's comment, we respectfully advise the Staff that Alps has not commenced operations for its Car-T, NK Cells and blood testing services subsequent to March 31, 2024. We have revised our disclosure on page 122 of the Amended F-4 accordingly. ● Please specifically disclose on page 122 your basis for assuming that the NK Cell, Car-T and Mesenchymal Stem Cells treatments can be utilized under compassionate use at your projected scale and growth rate, as well as the current status of the pending regulatory approval. Response: In response to the Staff's comment, we have revised our disclosure on page 122 of the Amended F-4 to clarify and provide the basis for assuming that NK Cell, Car-T, and Mesenchymal Stem Cell treatments can be utilized under compassionate use at the projected scale and growth rate. Alps reiterates that this assumption is based on Alps' interpretation of Malaysia's regulatory framework, which permits the use of unregistered medicinal products under compassionate use, to address unmet medical needs. NK Cell, Car-T, and Mesenchymal Stem Cell treatments fall within the defined scope of CGTPs under the Malaysia's regulatory framework. The projected scale and growth rates are premised on Alps' understanding that compassionate use may proceed within this framework, subject to ongoing compliance with all applicable laws and regulations. Additionally, we have included the disclosure regarding the current status of the regulatory approval applications for NK Cell, Car-T and Mesenchymal Stem Cells treatments on page 122 of the Amended F-4. Executive Compensation Globalink, page 266 2. Please update your executive compensation disclosure to include compensation for Globalink's most recently completed fiscal year. Refer to Item 402 of Regulation S-K. Response: In response to the Staff's comment, we revised our disclosure on page 267 of Amendment No. 1 to the Form F-4 to disclose executive compensation for Globalink's most recently completed fiscal year. Note 9. Investment in Associates, page F-83 3. We note your response to prior comment 4. Please revise and ensure that each column of the restated financial statements are labeled as "restated" on the face of each respective financial statement. In addition, please tell us what consideration you gave to providing financial information pursuant to Rule 3-09 of Regulation S-X in regards to your investment in Cilo Cybin Holdings Limited. Response: In response to the Staff's comment, we had revised the financial statement by labelling "restated" on the face of each respective financial statement. Rule 3-09 of Regulation S-X, under the Securities and Exchange Commission (SEC) rules, mandates that a company must include separate audited financial statements for "significant" equity investments that are accounted for using the equity method in their consolidated financial statements. Investment in Cilo Cybin is significant, hence included the audited financial statement of Cilo Cybin from pages F-180 to F-209. Exhibit 23.2, page EX-23 4. If your auditor uses one consent to cover all three sets of financial statements for three entities, please have your auditor revise to clearly and separately refer to each entity name, the related financial statement periods consistent with the auditor's report, and specific dates of auditor's report including both original and updated report dates. Response: In response to the Staff's comment, we had revised the consent to clearly and separately refer to each entity name, the related financial statement periods consistent with the auditor's report, and specific dates of auditor's report including both original and updated report dates. General 5. We note your response to prior comment 7 and reissue the comment in part. Your disclosure states that you are "no longer in compliance with Nasdaq listing rules" and that "[f]ollowing the desilting of [y]our securities from the Nasdaq, PubCo may face increased difficulties and uncertainties in meeting the initial and continued listing requirement of Nasdaq..." You also disclose that Globalink's units, common stock, public warrants and public rights are traded on the OTC Pink. Please revise to update your disclosure to clearly disclose that Globalink's securities have been delisted from Nasdaq and whether you believe it is possible for Globalink to regain compliance with the continued listing requirements of Nasdaq. Additionally, because one of the conditions to the consummation of the business combination is the listing by Nasdaq of the PubCo ordinary shares and PubCo warrants and satisfaction of initial and continued listing requirements as disclosed on page 29, please update your disclosure to address whether you expect to be able to satisfy the conditions to the consummation of the business combination. If you plan to seek a waiver or amendment of this closing condition, please explain this clearly along with the associated risks. Response: In response to the Staff's comment, we have revised the disclosure in the risk factor titled " Our securities were suspended from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a Business Combination, will limit investors' ability to make transactions in our securities and could subject us to additional trading restrictions " on page 77 of Amendment No. 1 to the Form F-4 and revised the cover page and throughout Amendment No. 1 Form F-4 to clearly disclose that (i) Globalink's securities have been delisted from Nasdaq and we do not believe it is possible for Globalink to regain compliance with the continued listing requirements of Nasdaq or otherwise get listed on Nasdaq again prior to the Closing, and (ii) we expect to be able to satisfy the conditions to the consummation of the Business Combination and do not expect to seek a waiver or amendment of these closing conditions. Very truly yours, /s/ Say Leong Lim Say Leong Lim Chief Executive Officer and Chairman of the Board of Directors of Globalink Investment Inc. Very truly yours, /s/ Tham Seng Kong Tham Seng Kong Chief Executive Officer of Alps Global Holding Pubco
2025-03-25 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm AELUMA, INC. March 25, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-285469) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on Tuesday, March 25, 2025, or as soon thereafter as practicable. Very truly yours, Aeluma, Inc. By: /s/ Jonathan Klamkin Name: Jonathan Klamkin Title: Chief Executive Officer and Director cc: Louis Taubman, Esq. Hunter Taubman Fischer & Li LLC
2025-03-25 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm March 25, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended File No. 333-285469 Acceleration Request Requested Date: March 25, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the " Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. 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, Craig-Hallum Capital Group LLC By: /s/ Rick Hartfiel Name: Rick Hartfiel Title: Head of Investment Banking
2025-03-24 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm AELUMA, INC. March 24, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Initially Filed February 28, 2025 File No. 333-285469 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on March 21, 2025, in which we requested the acceleration of the effective date of the above-captioned Registration Statement for March 25, 2020, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. Aeluma, Inc. is no longer requesting that such Registration Statement be declared effective at such date and time, and we hereby formally withdraw our request for acceleration of the effective date of the above-captioned Registration Statement. Please contact Rachael Schmierer of Hunter Taubman Fischer & Li LLC, at (212) 530-2208, if you have any questions or concerns regarding this matter. Very truly yours, Aeluma, Inc. By: /s/ Jonathan Klamkin Name: Jonathan Klamkin Title: Chief Executive Officer and Director cc: Louis Taubman, Esq. Hunter Taubman Fischer & Li LLC
2025-03-24 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm March 24, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended File No. 333- 285469 Withdrawal Request Ladies and gentlemen: Reference is made to the letter, filed as correspondence via EDGAR on March 21, 2025, in which Craig-Hallum Capital Group LLC joined Aeluma, Inc. in requesting the acceleration of the effective date of the above-referenced Registration Statement for March 25, 2025 at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date. Very truly yours, Craig-Hallum Capital Group LLC By: /s/ Rick Hartfiel Name: Rich Hartfiel Title: Head of Investment Banking
2025-03-21 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm March 21, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended File No. 333-285469 Acceleration Request Requested Date: March 25, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the " Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. Very truly yours, Craig-Hallum Capital Group LLC By: /s/ Rick Hartfiel Name: Rick Hartfiel Title: Head of Investment Banking
2025-03-21 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm March 21, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended File No. 333-285469 Acceleration Request Requested Date: March 25, 2025 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the " Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. 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, Craig-Hallum Capital Group LLC By: /s/ Rick Hartfiel Name: Rick Hartfiel Title: Head of Investment Banking
2025-03-21 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP 1 filename1.htm AELUMA, INC. March 21, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-285469) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on Tuesday, March 25, 2025, or as soon thereafter as practicable. Very truly yours, Aeluma, Inc. By: /s/ Jonathan Klamkin Name: Jonathan Klamkin Title: Chief Executive Officer and Director cc: Louis Taubman, Esq. Hunter Taubman Fischer & Li LLC
2025-03-21 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) File: 333-285788
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 21, 2025 Stephan Jackman Chief Executive Officer Alzamend Neuro, Inc. 3480 Peachtree Road NE Second Floor, Suite 103 Atlanta, GA 30326 Re: Alzamend Neuro, Inc. Registration Statement on Form S-3 Filed March 13, 2025 File No. 333-285788 Dear Stephan Jackman: We have conducted a limited review of your registration statement and have the following comment. 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 letter, we may have additional comments. Registration Statement on Form S-3 General 1. We note that the registration statement includes the proposed resale of common shares underlying preferred shares and that the preferred shares are to be issued pursuant to an equity line financing arrangement. Question 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations, available on our website, provides that, in order for shares to be registered on a resale basis under an equity line financing, the resale registration statement must be on a form that the company is eligible to use for a primary offering. Given that the aggregate market value of your common equity held by non-affiliates does not exceed the $75 million threshold set forth in General Instruction I.B.1 to Form S-3, it does not appear that you are eligible to use Form S-3 for a primary offering. Accordingly, please provide us with an analysis supporting March 21, 2025 Page 2 your determination that the offering may be registered on Form S-3 or amend your registration statement as appropriate. 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 Jessica Dickerson at 202-551-8013 or Joshua Gorsky at 202-551-7836 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Kenneth A. Schlesinger, Esq. </TEXT> </DOCUMENT>
2025-03-11 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, Maryland 20878 March 11, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Altimmune, Inc.: Registration Statement on Form S-3, filed February 27, 2025 (File No. 333- 285355) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Altimmune, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to March 13, 2025, at 5:00 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP (“ Goodwin ”), request by telephone that such Registration Statement be declared effective at some other time. 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, by calling Justin Anslow at (212) 459-7126. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin, Attention: Justin Anslow, by email at JAnslow@goodwinlaw.com. If you have any questions regarding this request, please contact Justin Anslow of Goodwin at (212) 459-7126. Sincerely, Altimmune, Inc. /s/ Gregory Weaver Gregory Weaver Chief Financial Officer cc: Vipin K. Garg, Altimmune, Inc. Joseph Theis, Esq., Goodwin Procter LLP Justin Anslow, Esq., Goodwin Procter LLP
2025-03-11 - UPLOAD - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182) File: 333-285620
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 11, 2025 Jason Lettmann Chief Executive Officer ALX Oncology Holdings, Inc. 323 Allerton Avenue South San Francisco, CA 94080 Re: ALX Oncology Holdings, Inc. Registration Statement on Form S-3 Filed March 6, 2025 File No. 333-285620 Dear Jason Lettmann: 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 Hamill at 303-844-1008 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Christina Poulsen </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>
2025-03-05 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190) File: 333-285355
March 5, 2025
Vipin Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, MD 20878
Re:Altimmune, Inc.
Registration Statement on Form S-3
Filed February 27, 2025
File No. 333-285355
Dear Vipin Garg:
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:Joseph C. Theis, Esq.
2025-03-05 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805) File: 333-285469
March 5, 2025
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed February 28, 2025
File No. 333-285469
Dear Jonathan Klamkin:
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 Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Louis Taubman
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
2025-02-21 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 001-41306
February 21, 2025
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
17 State Street, Suite 4000
New York City, New York, 10004
Re:Alternus Clean Energy, Inc.
Preliminary Information Statement on Schedule 14C
Filed February 7, 2025
File No. 001-41306
Dear Vincent Browne:
We have reviewed your filing 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.
Preliminary Information Statement on Schedule 14C
General
1.Please tell us the basis for your belief that an information statement on Schedule 14C
is the appropriate schedule to be filed. Your beneficial ownership table on page 14
indicates that Alternus Energy Group Plc is your only shareholder holding more than
5% of your outstanding common stock. Based on 9,399,075 shares of common stock
you had outstanding as of January 24, 2025, Alternus Energy Group Plc holds 24% of
your outstanding common stock. Therefore, it appears that some of your consenting
shareholders hold less than 5% of your outstanding common stock. Based on your
disclosure, you may have engaged in a solicitation in order to obtain these consents. In
your response letter, please describe each consenting shareholder’s relationship to the
company as well as the sequence of events through which the consents of these
shareholders were obtained and provide your analysis as to whether such activities
constitute a solicitation, as defined in Exchange Act Rule 14a-1(l). Also, tell us who
inquired about the voting intentions of the shareholders that consented to these
actions. Alternatively, file a preliminary proxy statement on Schedule 14A.
February 21, 2025
Page 2
2.Throughout this document there is omitted information even though it appears that the
events pertaining to such information have occurred. For example, you disclose that
the written consents were "executed on February [*], 2025" and that "[t]he
approximate ownership percentage of the voting stock of the Company by the
Majority Holders as of the Record Date totaled in the aggregate [*]%." To the extent
that omitted information is already known, it should be disclosed. Please revise this
document accordingly or advise why continued omission is appropriate.
3.We note you disclosed on your Form 8-K filed on February 12, 2025 that the
company received a delisting notification from Nasdaq on February 10, 2025 stating
that Nasdaq has determined to delist the company’s common stock, par value $0.0001
per share, from The Nasdaq Capital Market, and Nasdaq would accordingly suspend
trading in the company’s common stock, effective at the opening of trading on
February 12, 2025. Please revise your disclosure throughout the information
statement to reflect the delisting determination and suspension of trading of your
common stock on Nasdaq.
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 Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.
2025-02-19 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 377-07730
February 19, 2025
Martin Babler
Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2025
CIK No. 0001847367
Dear Martin Babler:
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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dave Peinsipp
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
2025-02-07 - CORRESP - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP
1
filename1.htm
Converted by EDGARwiz February 7, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549-4561
Re: Alixo-Yolloo Corp.
Form 10-K for the Year Ended February 29, 2024
File No. 333-272825
Dear Melissa Kindelan and Kathleen Collins:
Enclosed please find our response to the comments of the staff of the Commission set forth in your letters dated December 17, 2024 with respect to ALIXO-YOLLOO CORPORATION (the “Company”). This response addresses comments to the Form 10-K for the fiscal year ended February 29, 2024 and an audit report for the year ended February 28, 2023.
The responses below have been organized in the same order the Commission’s comments were organized.
Form 10-K for the Year Ended February 29, 2023
Report of Independent Registered Public Accounting Firm, page 13
1. Please amend your filing to include an audit report for the company which is compliant with Public Company Accounting Oversight Board (“PCAOB”) standards for the year ended February 28, 2023. In this regard, please note that the PCAOB revoked the registration of your prior auditor, Gries & Associates, LLC. You can find a copy of the order on the PCAOB’s website at https://assets.pcaobus.org/pcaob- dev/docs/default-source/enforcement/decisions/documents/105-2024-011- gries.pdf?sfvrsn=b9b25830_4. As this auditor is no longer registered with the PCAOB, you may not include their audit reports or consents in your filings with the Commission on or after the date of deregistration. Therefore, you should have a firm that is currently registered with the PCAOB re-audit the impacted years that are required to be included in your filings with the Commission.
RESPONSE:
The Company is re-auditing the Form 10-K to ensure the inclusion of a report from a firm currently registered with the PCAOB. The Company plans to file a 10-K/A for the fiscal year ended February 29, 2024, including an audit report for the year ended February 28, 2023, within 45 days of this letter's date.
ALIXO-YOLLO CORPORATION
By: /s/ Roman Zhezhel
Roman Zhezhel,
Chief Financial Officer/
Chief Accounting Officer/Director
Principle Financial Officer
2025-02-03 - UPLOAD - Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) File: 377-07514
February 3, 2025
Jesse Peltan
Chief Executive Officer
Alussa Energy Acquisition Corp. II
PO Box 500, 71 Fort Street
Grand Cayman KY1-1106
Cayman Islands
Re:Alussa Energy Acquisition Corp. II
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted January 16, 2025
CIK No. 0002041493
Dear Jesse Peltan:
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 November 17, 2024 letter.
Amendment No. 1 to Draft Registration Statement
Summary
Sponsor Information, page 12
We acknowledge your revised disclosures on pages 13, 75, and 112 in response to
prior comments 6 and 15. We note that your revised disclosures on pages 13 and 112
state that other than the disclosed transfer restriction exceptions, there are currently no
circumstances or arrangements contemplated under which the sponsor, its members or
affiliates, or your management could indirectly transfer ownership of your securities
through sponsor membership interest transfers. However, we also note that the 1.
February 3, 2025
Page 2
disclosed transfer restrictions and exceptions appear to only relate to transfers of the
founder shares and private placement warrants. In addition, your added risk factor on
page 75 states that there is no contractual restriction on the sponsor or Mr. Barcelo’s
or Mr. Anderson’s ability to share, sell or otherwise dispose of the interests they hold
in you, and that therefore, there is a risk that your sponsor or management may divest
the ownership in you or in the sponsor before a business combination target is
identified. Please revise your disclosures here and on page 112 to clarify and to
reconcile with your disclosure on page 75.
Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Maria Protopapa
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 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
January 17, 2025
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Tham Seng Kong
Chief Executive Officer
Alps Life Sciences Inc
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Registration Statement on Form F-4
Filed December 23, 2024
File No. 333-284035
Dear Say Leong Lim and Tham Seng Kong:
We have reviewed your registration statement and have the following comment(s).
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 November 22,
2024 letter.
January 17, 2025
Page 2
Registration Statement on Form F-4 filed December 23, 2024
Background of the Business Combination, page 119
1.We note your response to prior comment 2. Please address the following:
•We note that as of March 31, 2024, Alps has not commenced operations for its
Car-T, NK Cells and blood testing segments. Please disclose if and when these
operations have started subsequent to March 31, 2024; and
•Please specifically disclose on page 122 your basis for assuming that the NK Cell,
Car-T and Mesenchymal Stem Cells treatments can be utilized under
compassionate use at your projected scale and growth rate, as well as the current
status of the pending regulatory approval.
Executive Compensation
Globalink, page 266
2.Please update your executive compensation disclosure to include compensation for
Globalink's most recently completed fiscal year. Refer to Item 402 of Regulation S-K.
Note 9. Investment in Associates, page F-83
3.We note your response to prior comment 4. Please revise and ensure that each column
of the restated financial statements are labeled as “restated” on the face of each
respective financial statement. In addition, please tell us what consideration you gave
to providing financial information pursuant to Rule 3-09 of Regulation S-X in regards
to your investment in Cilo Cybin Holdings Limited.
Exhibit 23.2, page EX-23
4.If your auditor uses one consent to cover all three sets of financial statements for three
entities, please have your auditor revise to clearly and separately refer to each entity
name, the related financial statement periods consistent with the auditor's report, and
specific dates of auditor's report including both original and updated report dates.
General
We note your response to prior comment 7 and reissue the comment in part. Your
disclosure states that you are "no longer in compliance with Nasdaq listing rules" and
that "[f]ollowing the desilting of [y]our securities from the Nasdaq, PubCo may face
increased difficulties and uncertainties in meeting the initial and continued listing
requirement of Nasdaq..." You also disclose that Globalink’s units, common stock,
public warrants and public rights are traded on the OTC Pink. Please revise to update
your disclosure to clearly disclose that Globalink’s securities have been delisted from
Nasdaq and whether you believe it is possible for Globalink to regain compliance with
the continued listing requirements of Nasdaq. Additionally, because one of the
conditions to the consummation of the business combination is the listing by Nasdaq
of the PubCo ordinary shares and PubCo warrants and satisfaction of initial and 5.
January 17, 2025
Page 3
continued listing requirements as disclosed on page 29, please update your disclosure
to address whether you expect to be able to satisfy the conditions to the consummation
of the business combination. If you plan to seek a waiver or amendment of this
closing condition, please explain this clearly along with the associated risks.
Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jenny Chen-Drake, Esq.
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
2025-01-10 - CORRESP - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP 1 filename1.htm January 10, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-4561 Re: Alixo-Yolloo Corp. Form 10-K for the Year Ended February 29, 2024 File No. 333-272825 Dear Melissa Kindelan and Kathleen Collins: Enclosed please find our response to the comments of the staff of the Commission set forth in your letters dated December 17, 2024 with respect to ALIXO-YOLLOO CORPORATION (the “Company”). This response addresses comments to the Form 10-K for the fiscal year ended February 29, 2024. The responses below have been organized in the same order the Commission’s comments were organized. Form 10-K for the Year Ended February 29, 2024 Report of Independent Registered Public Accounting Firm, page 13 1. Please amend your filing to include an audit report for the company which is compliant with Public Company Accounting Oversight Board (“PCAOB”) standards for the year ended February 28, 2023. In this regard, please note that the PCAOB revoked the registration of your prior auditor, Gries & Associates, LLC. You can find a copy of the order on the PCAOB’s website at https://assets.pcaobus.org/pcaob- dev/docs/default-source/enforcement/decisions/documents/105-2024-011- gries.pdf?sfvrsn=b9b25830_4. As this auditor is no longer registered with the PCAOB, you may not include their audit reports or consents in your filings with the Commission on or after the date of deregistration. Therefore, you should have a firm that is currently registered with the PCAOB re-audit the impacted years that are required to be included in your filings with the Commission. RESPONSE: The Company is re-auditing the Form 10-K to ensure the inclusion of a report from a firm that maintains current registration with the PCAOB. ALIXO-YOLLO CORPORATION By: /s/ Roman Zhezhel Roman Zhezhel, Chief Financial Officer/ Chief Accounting Officer/Director Principle Financial Officer
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
2024-12-23 - CORRESP - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774)
CORRESP
1
filename1.htm
VIA
EDGAR
December
23, 2024
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Attention:
Conlon
Danberg
Lauren
Nguyen
Nudrat
Salik
Li
Xiao
Re:
Alps
Global Holding Pubco
Amendment
No. 4 to Draft Registration Statement on Form F-4
Submitted
November 6, 2024
CIK
No. 0002025774
Dear
Mr. Danberg:
On
behalf of Alps Global Holding Pubco (the “Company,” “we,” “our,” or “us”),
we submit this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its letter dated November 22, 2024 (the “Comment Letter”) with
respect to the Amendment No. 4 to Draft Registration Statement on Form F-4 confidentially submitted to the Commission on November 6,
2024 (“Amendment No. 4”) through EDGAR.
For
your convenience, we have repeated each of the Staff’s comments below in bold text, followed by the Company’s responses.
We have included page references in Amendment No.4 where the language addressing a particular comment appears. Capitalized terms used
but not defined herein have the meanings set forth in Amendment No. 4.
The
Company has revised the Amendment No.4 in response to the Staff’s comments and is concurrently submitting a Registration Statement
on Form F-4 (“Form F-4”) with this letter, which reflects these revisions and updates and clarifies certain other
information.
Amendment
No. 4 to Draft Registration Statement on Form F-4
Question:
What happens if the Business Combination is not consummated?, page 24
1.
Please
revise to update your disclosure here and throughout with respect to the deadline to complete the initial business combination
Response:
In response to the Staff’s comment, we revised our disclosure on page 24 and throughout the Form F-4 to update the disclosure
with respect to the deadline to complete the initial business combination.
Background
of the Business Combination, page 119
2.
We note your response
to comment three. Given the limited actual revenues for Alps for the year ended March 31, 2024 of only $2.4 million compared to projected
fiscal year 2025 revenues of $13.6 million, we would expect more detailed disclosures regarding the basis for such significant revenue
growth assumptions. Please specifically address the following:
•
The majority of projected revenues appear to be associated with the NK Cell, Car-T and blood testing segments for which Alps has yet
to commence operations as of March 31, 2024. The disclosures indicate that the respective projected revenues have been determined based
on Alps’ management assessment of the current market outlook and future strategic business plans. Please give better insight as
to the basis for management’s assessment, including what specific information was used and any significant estimates and assumptions
used to arrive at projected revenues based on this information. Please also disclose whether Alps has subsequently started these operations;
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in response to the Staff’s comment on pages 122
and 123 of Form F-4. The Registrant respectfully notes that the projections were prepared and provided to the Company on January
23, 2024, and therefore reflect the information and assumptions available as of that date.
Furthermore,
as of March 31, 2024, Alps has not commenced operations for its Car-T, NK Cells and blood testing segments. We have disclosed accordingly
on page 123 of the Form F-4.
•
In terms of regulatory approval, we note that Alps assumes that its NK Cell, Car-T and Mesenchymal Stem Cells treatments can be utilized
in the Malaysian market under compassionate use, pending regulatory approval. Please disclose your basis for assuming that these treatments
can be utilized under compassionate use as well as the current status of the pending regulatory approval. Specifically clarify whether
the entire current revenue projection is based on compassion use, and if not, revise to disclose your projected regulatory approval built
in the model; and
Response:
We acknowledge the Staff’s comments and would like to clarify that the Company assumes that its NK Cell, Car-T, and Mesenchymal
Stem Cell treatments can be utilized under compassionate and/or investigational use. To date, the National Pharmaceutical Regulatory
Agency (“NPRA”) has not promulgated any written notice to challenge such use of cell and gene therapy products (“CGTPs”)
under such conditions. At present, Alps is of the view that its NK Cell, Car-T, and Mesenchymal Stem Cell treatments fall within the
scope of CGTPs.
Alps’
assumptions regarding the utilization of CGTPs are
based on its current understanding and interpretation of applicable regulations. Alps intends to ensure continuous compliance to the
changing legal and regulatory framework applicable to CGTPs.
As
such, we have revised the disclosure on the risk factor on page 59 of Form F-4 accordingly.
In
response to the Staff’s comment regarding the status of the pending regulatory approval, the Company wish to reiterate the disclosure
on page 173 of Form F-4 and clarifies that the application for regulatory approval to NPRA and/or other relevant governmental authorities
as a registered product is underway. The following outlines the current status of the respective pipelines. For the avoidance of
doubt, the regulatory approval process is contingent upon fulfilling all necessary regulatory requirements.
No
Pipeline
Current
Phase
1.
Natural Killer (“NK”) Cell
Therapy–MyImmune
The POC for NK cell therapy
comprises of discovery, optimization, and process validation phase. Celestialab has completed the optimization phase, which aimed
at culturing NK cells to achieve high-yield and high-purity. Currently Celestialab is preparing to commence the process validation
phase, which will include the completion of consecutive process replication and media-fill tests.
2.
Chimeric Antigen Receptor (“CAR”)-T
Cell
Celestialab has concluded
the discovery phase of its POC, identifying (i) CD19, (ii) CD20, or (iii) dual targeting of CD19 and CD22, as key targets for B-cell
acute lymphoblastic leukemia and B-cell lymphoma. Celestialab is now preparing to start the optimization phase, which will include
creating plasmid DNA (“pDNA”) templates.
3.
Diabetes – MYCELEST
Celestialab is completing
the preclinical studies phase for MYCELEST and is currently preparing the preclinical data for submission of the dossier application
to the NPRA.
Based
on the above discussion, the regulatory application process for these products is separate from the ongoing utilization of CGTP treatments
under compassionate and/or investigational use. Therefore, the Company wishes to inform the Staff that the current revenue projections
are based on the assumption that its NK Cell, Car-T, and Mesenchymal Stem Cell treatments can be utilized under compassionate and/or
investigational use.
•
The table at page 132 for actual revenue track records for the fiscal years ended March 31, 2021, 2022, 2023, and 2024 appears to have
omitted some revenue components in at least FY2023. Please ensure the balances presented here agree with your historical financial statements,
and/or clearly explain any differences if needed.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in response to the Staff’s comment on pages 132
of Form F-4.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 236
3.
We
note your response to comment seven. Please clearly disclose that you have excluded salaries and payroll costs for employees engaged
in research activities from the research expenses component of administrative expenses and instead included them in the payroll costs
component. Please also disclose your basis for this presentation.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in response to the Staff’s comment. on page
238 of Form F-4. It has not been Alps’ historical practice to track individually, salaries and payroll costs because these
expenses are shared across multiple pipelines and Alps does not allocate a specific employee to a specific pipeline. In presenting
its Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company assessed the relative
significance of individually tracked salaries and payroll costs to specific pipelines. Based on this assessment, the Company determined
that it is neither practical nor meaningful to attribute payroll costs to individual pipelines. Additionally, there is no significant
link between payroll costs and any specific pipeline. Accordingly, salaries and payroll costs for employees engaged in research
activities have been excluded from the research expenses component of administrative expenses and included instead in the payroll
costs component.
Note
1. Corporate Information, page F-68
4.
We
note your response to comment 11. It remains unclear how you determined that you do not have significant influence in Cilo Sybin
given your 40.5% stake, your representation on the board of directors, as well as the other factors noted. We note Cilo Sybin was
incorporated for the purpose of being listed as a SPAC to pursue acquisitions of, and investments in, commercial enterprises operating
in the biotech, biohacking or pharmaceutical sector. It appears that the primary activities this entity is engaged in at this time
are raising capital and identifying a target company. Please tell us what role you have in these primary activities, including what
influence you have in the final decision making process. Also tell us who determines the SPAC’s financial and operating policies,
if not the board of directors, as indicated in your response.
Response:
The Company acknowledges the Staff’s comment, and Alps’ management has conducted a thorough reassessment regarding
the investment in Cilo Cybin. Following this critical reassessment, Alps’ management has determined and concluded that Alps
has significant influence over Cilo Cybin, and has revised the disclosures on pages F-60 to F-62, F-64, F-65, F-82 to F-83, F-85
and F-100 of Form F-4 accordingly.
Note
13. Related Party Transactions, page F-85
5.
In
a similar manner to your response, please further expand your disclosures pursuant to IAS 24.18 to disclose when you expect to settle
these amounts and the nature of the consideration to be provided in settlement.
Response:
In response to the Staff’s comment, the Company has revised Note 13 to the financial statements on page F-85 of Form
F-4.
General
6.
You
state in your response to prior comment nine that Alps Life Sciences Inc. is identified and designated as the primary operating company
post completion of the Business Combination and that Alps Global Holding Berhad is now a wholly owned subsidiary of Alps Life Sciences
Inc. Please revise to describe and identify the management team, including executive officers and directors, of Alps Life Sciences
Inc. at effectiveness of the registration statement.
Response:
In response to the Staff’s comment, we have revised the disclosure on pages 261 of
the Form F-4 to provide clarity.
7.
We
note that Globalink’s initial public offering closed on December 9, 2021. We also note that you are currently listed on Nasdaq
and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance
of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration statement. Please include disclosure to state
that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends. Please disclose the risks of non-compliance with this rule, including that under the new framework,
Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and
the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an
exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities
including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer
being considered “covered securities.” We also note that you also disclose on page 29 that one of the conditions to consummation
of the business combination is the listing by Nasdaq of the PubCo ordinary shares and PubCo warrants and satisfaction of initial
and continued listing requirements. Please update your disclosure accordingly.
Response:
In response to the Staff’s comment, we included an additional risk factor titled “Our securities were suspended
from trading and delisted from Nasdaq on December 17, 2024, following receipt of a delisting determination letter from Nasdaq on
December 10, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively
impact our ability to complete a Business Combination, will limit investors’ ability to make transactions in our securities
and could subject us to additional trading restrictions” on page 77 of the Form F-4 and revised the cover page
and throughout the Form F-4 to disclose that Globalink will be delisted from Nasdaq upon reaching the third anniversary of its IPO.
Very
truly yours,
/s/
Say Leong Lim
Say
Leong Lim
Chief
Executive Officer and
Chairman of the Board of Directors of Globalink Investment Inc.
Very
truly yours,
/s/
Tham Seng Kong
Tham
Seng Kong
Chief
Executive Officer of Alps Global Holding Pubco
2024-12-19 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP VIA EDGAR December 19, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-283721 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to December 20, 2024 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Jeffrey Letalien at (212) 459-7203. If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203. Sincerely, ALLURION TECHNOLOGIES, INC. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Brendan Gibbons, Esq., Allurion Technologies, Inc. Paul Rosie, Goodwin Procter LLP Jeffrey Letalien, Goodwin Procter 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
2024-12-17 - UPLOAD - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837) File: 333-272825
December 17, 2024
Roman Zhezhel
President
Alixo-Yolloo Corp.
Business Center Sunkar
Building 47B, Aktau
130002 Kazakhstan
Re:Alixo-Yolloo Corp.
Form 10-K for the Year Ended February 29, 2024
File No. 333-272825
Dear Roman Zhezhel:
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 the
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 February 29, 2024
Report of Independent Registered Public Accounting Firm, page 13
1.Please amend your filing to include an audit report for the company which is
compliant with Public Company Accounting Oversight Board (“PCAOB”) standards
for the year ended February 28, 2023. In this regard, please note that the PCAOB
revoked the registration of your prior auditor, Gries & Associates, LLC. You can find
a copy of the order on the PCAOB’s website at https://assets.pcaobus.org/pcaob-
dev/docs/default-source/enforcement/decisions/documents/105-2024-011-
gries.pdf?sfvrsn=b9b25830_4. As this auditor is no longer registered with the
PCAOB, you may not include their audit reports or consents in your filings with the
Commission on or after the date of deregistration. Therefore, you should have a firm
that is currently registered with the PCAOB re-audit the impacted years that are
required to be included in your filings with the Commission.
December 17, 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 Melissa Kindelan at 202-551-3564 or Kathleen Collins at 202-551-
3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2024-12-17 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
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Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, South Carolina
December 17, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Cheryl Brown
Re: Alternus Clean Energy,
Inc.
Registration Statement on Form S-1, as
amended
File No. 333-283575
Ladies and Gentlemen:
Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus
Clean Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 4:01 p.m., Eastern Time,
on Thursday, December 19, 2024, or as soon thereafter as possible. 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, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.
If you have any questions
regarding this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.
Very Truly Yours,
By:
/s/ Vincent Browne
Name:
Vincent Browne
Title:
Chief Executive Officer
cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP
2024-12-16 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) File: 333-283721
December 16, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-3
Filed December 10, 2024
File No. 333-283721
Dear Shantanu Gaur:
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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Paul R. Rosie, Esq.
2024-12-10 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 333-283575
December 10, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
17 State Street, Suite 4000
New York, NY 10004
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed December 3, 2024
File No. 333-283575
Dear Vincent Browne:
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 Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.
2024-12-03 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 005-94550
December 3, 2024
Srinivas Akkaraju
Reporting Person
Samsara BioCapital GP, LLC
628 Middlefield Road
Palo Alto, CA 94301
Re:Samsara BioCapital GP, LLC
Alumis Inc.
Schedule 13D by Samsara BioCapital, L.P.; Samsara BioCapital GP, LLC; and
Srinivas Akkaraju
Filed August 27, 2024
File No. 005-94550
Dear Srinivas Akkaraju:
We have conducted a limited review of the above-captioned filing and have the
following comment.
Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D Filed August 27, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was July 1,
2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within
five business days after the date beneficial ownership of more than five percent of a
class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the July
1, 2024 event date, the Schedule 13D submitted on August 27, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.
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
December 3, 2024
Page 2
the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
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 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
November 22, 2024
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Tham Seng Kong
Chief Executive Officer
Alps Life Sciences Inc
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted November 6, 2024
CIK No. 0002025774
Dear Say Leong Lim and Tham Seng Kong:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October 29, 2024 letter.
November 22, 2024
Page 2
Amendment No. 4 to Draft Registration Statement on Form F-4
Question: What happens if the Business Combination is not consummated?, page 24
1.Please revise to update your disclosure here and throughout with respect to the
deadline to complete the initial business combination.
Background of the Business Combination, page 119
2.We note your response to comment three. Given the limited actual revenues for Alps
for the year ended March 31, 2024 of only $2.4 million compared to projected fiscal
year 2025 revenues of $13.6 million, we would expect more detailed disclosures
regarding the basis for such significant revenue growth assumptions. Please
specifically address the following:
•The majority of projected revenues appear to be associated with the NK Cell, Car-
T and blood testing segments for which Alps has yet to commence operations as
of March 31, 2024. The disclosures indicate that the respective projected revenues
have been determined based on Alps’ management assessment of the current
market outlook and future strategic business plans. Please give better insight as to
the basis for management's assessment, including what specific information was
used and any significant estimates and assumptions used to arrive at projected
revenues based on this information. Please also disclose whether Alps has
subsequently started these operations;
•In terms of regulatory approval, we note that Alps assumes that its NK Cell, Car-
T and Mesenchymal Stem Cells treatments can be utilized in the Malaysian
market under compassionate use, pending regulatory approval. Please disclose
your basis for assuming that these treatments can be utilized under compassionate
use as well as the current status of the pending regulatory approval. Specifically
clarify whether the entire current revenue projection is based on compassion use,
and if not, revise to disclose your projected regulatory approval built in the model;
and
•The table at page 132 for actual revenue track records for the fiscal years ended
March 31, 2021, 2022, 2023, and 2024 appears to have omitted some revenue
components in at least FY2023. Please ensure the balances presented here agree
with your historical financial statements, and/or clearly explain any differences if
needed.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 236
3.We note your response to comment seven. Please clearly disclose that you have
excluded salaries and payroll costs for employees engaged in research activities from
the research expenses component of administrative expenses and instead included
them in the payroll costs component. Please also disclose your basis for this
presentation.
Note 1. Corporate Information, page F-68
We note your response to comment 11. It remains unclear how you determined that 4.
November 22, 2024
Page 3
you do not have significant influence in Cilo Sybin given your 40.5% stake, your
representation on the board of directors, as well as the other factors noted. We note
Cilo Sybin was incorporated for the purpose of being listed as a SPAC to pursue
acquisitions of, and investments in, commercial enterprises operating in the biotech,
biohacking or pharmaceutical sector. It appears that the primary activities this entity is
engaged in at this time are raising capital and identifying a target company. Please tell
us what role you have in these primary activities, including what influence you have
in the final decision making process. Also tell us who determines the SPAC's financial
and operating policies, if not the board of directors, as indicated in your response.
Note 13. Related Party Transactions, page F-85
5.In a similar manner to your response, please further expand your disclosures pursuant
to IAS 24.18 to disclose when you expect to settle these amounts and the nature of the
consideration to be provided in settlement.
General
6.You state in your response to prior comment nine that Alps Life Sciences Inc. is
identified and designated as the primary operating company post completion of the
Business Combination and that Alps Global Holding Berhad is now a wholly owned
subsidiary of Alps Life Sciences Inc. Please revise to describe and identify the
management team, including executive officers and directors, of Alps Life Sciences
Inc. at effectiveness of the registration statement.
7.We note that Globalink's initial public offering closed on December 9, 2021. We also
note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended
effective October 7, 2024 to provide for the immediate suspension and delisting upon
issuance of a delisting determination letter for failure to meet the requirement in
Nasdaq Rule IM 5101-2(b) to complete one or more business combinations
within 36 months of the date of effectiveness of its IPO registration statement. Please
include disclosure to state that your securities will face immediate suspension and
delisting action once you receive a delisting determination letter from Nasdaq after
the 36-month window ends. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.” We also note
that you also disclose on page 29 that one of the conditions to consummation of the
business combination is the listing by Nasdaq of the PubCo ordinary shares and
PubCo warrants and satisfaction of initial and continued listing requirements. Please
update your disclosure accordingly.
Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have
November 22, 2024
Page 4
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jenny Chen-Drake, Esq.
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 - Alussa Energy Acquisition Corp. II (ALUB, ALUB-UN, ALUB-WT) (CIK 0002041493) File: 377-07514
November 17, 2024
W. Richard Anderson
Chief Executive Officer
Alussa Energy Acquisition Corp. II
PO Box 500, 71 Fort Street
Grand Cayman KY1-1106
Cayman Islands
Re:Alussa Energy Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted October 21, 2024
CIK No.: 0002041493
Dear W. Richard Anderson:
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
Cover Page
1.We note your disclosure regarding Class B founder shares issued to the
sponsor. Please revise to clearly state the amount the sponsor paid for the Class B
shares, and to include cross-references, highlighted by prominent type or in another
manner, to all disclosures related to compensation and the issuance of securities to
sponsors, sponsor affiliates and promoters in the prospectus. See Item 1602(a)(3) of
Regulation S-K.
We note potential conflicts of interest disclosure on the cover page. Please revise to
clearly state that there may be actual or potential material conflicts of interest between
the sponsor, its affiliates, or promoters as one group, and purchasers in the offering as 2.
November 17, 2024
Page 2
another group. Please also revise your cross-references to include cross-references to
all related disclosures in the prospectus, and revise all cross-references to be
highlighted by prominent type or in another manner. See Item 1602(a)(5) of
Regulation S-K.
3.We note the indirect purchase of founder shares by the non-managing sponsor
investors. Please revise to clarify whether the indirect purchase of private placement
warrants by non-managing sponsor investors is conditioned upon their purchase of
units in the offering, or vice versa. Also, please revise to disclose the maximum
percentage of the offering that could be purchased in the aggregate by the non-
managing sponsor investors.
Prospectus Summary, page 1
4.Please balance your presentation in this section by expanding your disclosure to
discuss how significant competition among other SPACs pursuing business
combination transactions will impact your ability to identify and evaluate a target
company.
Initial Business Combination, page 8
5.We note your disclosure that you will obtain an opinion from an independent firm in
the event that the board is not able to independently determine the market value of the
target business. However, you also state elsewhere, such as on page 10, that you are
not required to obtain an opinion other than in the context where the target business is
an affiliated entity. Please revise your disclosures throughout for consistency, and also
clarify as appropriate, if true, that a target business affiliated with a non-managing
sponsor investor would not be considered an affiliated entity.
Sponsor Information, page 11
6.Please revise here, on page 108, and in the Executive Compensation section, to
discuss the arrangements under which independent directors will receive an indirect
interest in founder shares through membership interests in the sponsor, including the
number of founder shares they will indirectly own. Please also disclose any
circumstances or arrangements under which the SPAC sponsor, its affiliates, and
promoters have or could indirectly transfer ownership of securities of the SPAC,
including by transferring membership interests in the sponsor. Please see Item
402(r)(3) and Item 1603(a)(6) of Regulation S-K.
7.We note disclosure beginning on page 37 regarding limited payments that may be
made to insiders, including your sponsor, officers, directors and their affiliates. Please
revise your compensation table on page 11 and 108 to reference the potential
payments that may be made to your sponsor, its affiliates or promoters of finder's,
advisory, consulting or success fees for their services rendered prior to or in
connection with the completion of the initial business combination. See Items
1602(b)(6) and 1603(a)(6) of Regulation S-K.
8.Please revise your table on page 12 and on page 109 to identify the natural persons
and entities subject to the agreement and to disclose the lock-up agreement with the
underwriter. Please see Item 1603(a)(9) of Regulation S-K.
November 17, 2024
Page 3
9.We note your disclosure on page 11 that other than Daniel Barcelo and W. Richard
Anderson and the non-managing sponsor investors, no other person has a direct or
indirect material interest in your sponsor. Please revise to clarify whether any of the
non-managing sponsor investors will have a direct or indirect material interest in your
sponsor, and to the extent applicable, disclose any such persons as well as the nature
and amount of their interests. See Item 1603(a)(7) of Regulation S-K.
Anticipated expenses and funding sources, page 27
10.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note disclosure that you are targeting a business with an enterprise
value that is substantially larger than the amount of this offering, that you may seek
additional financings in connection with meeting working capital needs for the
completion of an initial business combination, or in connection with the redemption of
a significant number of your public shares. We note disclosure referencing possible
equity, equity-linked securities, loans, advances, debt or convertible debt offerings,
forward purchase agreements and backstop arrangements. See Item 1602(b)(5) of
Regulation S-K.
11.We note your disclosure here stating that unless and until you complete your initial
business combination, no proceeds held in the trust account will be available for your
use, except the withdrawal of interest to pay your taxes and/or to redeem your public
shares in connection with an amendment to your amended and restated memorandum
and articles of association or our liquidation. You also have disclosures elsewhere
indicating that interest earned on the funds in the trust account available for
redemptions will be net only of taxes and a specified amount for dissolution expenses.
However, you also indicate here that you may pay your ongoing expenses from such
interest withdrawn from the trust account. Please revise to reconcile your disclosures.
Conflicts of Interest, page 38
12.Please revise your discussion here to discuss the nominal price paid for the securities
and the conflict of interest in determining whether to pursue a de-SPAC transaction.
Summary of Risk Factors, page 41
13.Please revise your second risk factor to highlight the fact that no public shares may be
needed to approve an initial business combination if only the holders of a quorum vote
their ordinary shares, as you state elsewhere. Also add a summary risk factor to
explain the different interests that your non-managing sponsor investors may have as
compared to your other public shareholders, and that if the non-managing sponsor
investors purchase the full amount of the units for which they have expressed an
interest, and decide to vote such shares in favor of the initial business combination,
you would not need any public shares sold in this offering to be voted in favor of the
business combination, as you state on page 78 of your prospectus. Also revise the
header of your second risk factor on page 44 to highlight that no public shares may be
needed for the approval.
November 17, 2024
Page 4
Risk Factors, page 44
14.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC transaction. Also describe, if applicable, the
risk that if existing SPAC investors elect to redeem their shares such that their
redemptions would subject the SPAC to the stock buyback excise tax, the remaining
shareholders that did not elect to redeem may economically bear the impact of the
excise tax.
15.We note the disclosure here and elsewhere that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement shares or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
We may not be able to complete an initial business combination because such initial business
combination may be subject . . ., page 67
16.Please state whether your sponsor is, is controlled by, or has substantial ties with a
non-U.S. person. If so, please address how this fact could impact your ability to
complete your initial business combination.
Use of Proceeds, page 90
17.We note your disclosure on page 92 that you will reimburse an affiliate of your
sponsor in an amount equal to $15,000 per month for office space and other services,
and that you will continue paying such fees until you complete your initial business
combination or your liquidation. We also note your disclosure in footnote 5 that your
estimate of costs for these services only contemplate payment for 12 months. Please
revise to explain the basis for this assumption when your completion window is 24
months.
Dilution, page 94
18.We note your narrative lead-in disclosure that one of your calculation assumptions is
that no ordinary shares and convertible equity or debt securities are issued in
connection with additional financing you may seek to facilitate an initial business
combination, and that no ordinary shares are issued as consideration. Please expand
your disclosure to highlight that you may need to do so as you intend to target an
initial business combination with a target company whose enterprise value is between
$1.0 billion and $1.5 billion, as you state elsewhere in your prospectus.
November 17, 2024
Page 5
Initial Business Combination, page 111
19.Please revise to provide the basis for your statements here and elsewhere as
appropriate that you do not believe the fiduciary duties or contractual obligations of
your officers or directors will materially affect your ability to complete an initial
business combination.
General
20.We note that your address is a P.O. Box. Please revise to disclose the address of your
principal executive offices, as required by the Form S-1.
Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Maria Protopapa
2024-11-14 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 November 14, 2024 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Crawford Re: Aligos Therapeutics, Inc. Registration Statement on Form S-3 (Registration No. 333-283041) 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 (File No. 333- 283041) (the “Registration Statement”) of Aligos Therapeutics, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on November 18, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043. Thank you for your assistance in this matter. Very truly yours, ALIGOS THERAPEUTICS, INC. By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President and Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Mark V. Roeder, Latham & Watkins LLP John Williams, Latham & Watkins LLP
2024-11-13 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448) File: 333-283041
November 13, 2024
Lawrence M. Blatt, Ph.D.
President and Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Dr., 2nd Floor
South San Francisco, CA 94080
Re:Aligos Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 6, 2024
File No. 333-283041
Dear Lawrence M. Blatt Ph.D.:
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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Mark Roeder, Esq.
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
2024-10-29 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
October 29, 2024
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Tham Seng Kong
Chief Executive Officer
Alps Life Sciences Inc
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Amendment No. 3 to Draft Registration Statement on Form F-4
Submitted October 2, 2024
CIK No. 0002025774
Dear Say Leong Lim and Tham Seng Kong:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 18, 2024 letter.
October 29, 2024
Page 2
Amendment No. 3 to Draft Registration Statement on Form F-4
Cover Page
1.We note your revised disclosure in response to previous comment 1. Please expand
your disclosure to note the $3.55 million in promissory notes Globalink issued to
PGM that are repayable upon consummation of an initial business combination. In
this regard, we note that you disclose elsewhere that PGM is an affiliate of the
Sponsor.
Escrow Agreement, page 114
2.We note your revised disclosure in response to previous comment 5 and your
statement that "[t]he Alps Holdco Shareholders will remain liable for any
indemnification claims made after the Escrow Expiry Date." On page 109, you note
that "[e]xcept for fraud claims, the maximum aggregate amount of indemnification
payments shall not exceed the amount of the Escrow Property in the Escrow Account
at such time." Assuming all of the Escrow Property is distributed to the Alps Holdco
Shareholders after the Escrow Expiry Date, it would appear that, other than fraud
claims, the maximum amount of indemnification payments would be zero given there
would no longer be any Escrow Property in the Escrow Account at such time. If true,
please note this in your disclosure and explain the impact it would have on the Alps
Holdco Shareholders indemnification liability after the Escrow Expiry Date.
Background of the Business Combination
Forecasted Discounted Cashflow, page 122
3.You disclose here that Alps used the estimated management accounts for the year
ended March 31, 2024 as the base for the forecast, while the percentages of revenue
and costs averages are from Alps' historical financial statements for the fiscal years
ended March 31, 2021, 2022 and 2023. Please provide a detailed explanation of your
basis for revenue growth in light of the significant revenue decline in fiscal 2024. You
also disclose under the Fairness Opinion at pages 128-133 that Alps Holdco was still
early-stage, and the revenue trajectory is based on key regulatory approval milestones
being achieved. Please expand your disclosures to provide the details of your revenue
growth assumptions including the related regulatory approval milestones expected. In
that regard, we note your disclosures that the forecasts represents the views of the
management and board of directors of Alps as of the date of this proxy
statement/prospectus. Refer to Item 1609(b) of Regulation S-K.
We note the disclosure that "The management and board of directors of Alps have
reviewed and affirmed the forecasts and that the forecasts represents the views of the
management and board of directors of Alps as of the date of this proxy
statement/prospectus." Revise to specifically disclose whether or not Alps has
affirmed to Globalink that its projections reflect the view of management or board of
directors (or similar governing body) about its future performance as of the most
recent practicable date prior to the date of the proxy statement/prospectus. If the
projections no longer reflect the views of Alps''s management or board of directors (or
similar governing body) regarding its future performance as of the most recent 4.
October 29, 2024
Page 3
practicable date prior to the date of the proxy statement/prospectus, clearly state the
purpose of disclosing the projections and the reasons for any continued reliance by the
management or board of directors (or similar governing body) on the projections.
Refer to Item 1609(c) of Regulation S-K.
Peer Price/Revenue Multiples, page 123
5.Despite the peer companies appearing to have reported significantly higher revenue
and earnings, Alps' market cap/revenue ratio appears to be significantly higher than
the peers listed here, and their average. Please disclose your basis for selecting the
peer companies, how management and the board used and relied on this financial
metric, and any potential limitation on its usefulness.
mRNA (Diagnostic), page 197
6.We note your response to previous comment 19 and the revised disclosure that the
"Panel is not a standalone diagnostic tool and does not detect the presence of such 31
diseases. Instead, the data and information provided by the Panel, when integrated
with additional bioinformatic data sequenced by MyGenome, will enhance its
predictive ability." You further disclose that in addition to using the Panel to develop
the mRNA diagnostic products, MyGenome also uses the Panel to provide genetic
screening services in its wellness clinic. Please revise your disclosure to clarify
whether you have any formal agreements with the manufacturer of the Panel.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Alps, page 225
7.We note your response to comment 21. Your disclosures continue to indicate that
certain expenses, particularly salaries and payroll costs, are not individually
tracked. However, we now note that total research expenses for all pipelines equals
the total research expenses amount as a component of Administrative expenses;
therefore it appears that these costs have been allocated or are included in another
component of Administrative expenses. Please advise and correspondingly clarify
your disclosures.
Unaudited Pro Forma Condensed Combined Financial Information, page 240
8.We note your response to comment 24. As discussed in your Anticipated Accounting
Treatment disclosures in the filing including on page 43, the deemed costs of the
shares issued by PubCo in excess of the net assets of Globalink will be accounted for
as stock-based compensation under IFRS 2. In this regard, it remains unclear why you
would not have also considered IFRS 2 in accounting for the corresponding earnout
shares. Please further advise. In regards to your reference to IAS 32, please help us
understand how you determined the earnout shares were not subject to a contingent
settlement feature ( i.e., a price adjustment mechanism) rather than a contractual
obligation to issue a variable number of equity instruments. Please also clarify if there
are any situations in which this earnout provision could be settled in cash or another
financial asset. Refer to paragraphs 20, 21, and 25 of IAS 32.
October 29, 2024
Page 4
Financial Statements, page F-1
9.We note your response to comment 27. Please address the following:
•Please help us understand how you determined that Alps Life Sciences Inc. rather
than Alps Global Holding Berhad is the operating company for purposes of Item
1601(d) of Regulation S-K and therefore included as the co-registrant. Refer to
General Instruction I to the Form F-4. Please also address what consideration was
given to providing the financial statements of Alps Life Sciences Inc. as the co-
registrant; and
•We note that Alps Life Sciences Inc. was incorporated in the Cayman Islands on
April 11, 2024. It appears that your response is indicating that the pro forma
financial information does reflect the common control transaction between Alps
Life Sciences Inc. and Alps Global Holding Berhad. Please further clarify in your
disclosures.
Alps Global Holding Berhad Consolidated Statement of Financial Position, page F-61
10.There appear to be revisions made to the audited balance sheet as of March 31, 2024
as well as the audited statement of cash flows for the year ended March 31, 2024. The
revised amounts include total current assets, total noncurrent assets, and total current
liabilities amounts. Please help us understand the nature of these revisions and
whether these represent corrections of errors as addressed in IAS 8.41 through 49. If
these adjustments are a correction of an error, please address your consideration of the
disclosures required by IAS 8.49. Please also have your auditor address the related
impact to their auditor report.
Note 1. Corporate Information, page F-68
11.We note your response to comment 28. As noted in IAS 28.5, it is presumed that an
entity has significant influence if it holds directly or indirectly 20 percent or more of
the voting power of the investee. In this regard, please provide us with a
comprehensive analysis addressing each of the factors listed under IAS 28.6
explaining how you determined that you do not have significant influence. We also
note that a director of the company also holds a 40.5% stake in Cilo Cybin. Please
address your consideration of this factor as well in your analysis.
Note 13. Related Party Transactions, page F-85
12.We note your response to comment 30. As previously requested, please also
address when you expect to settle any related party amounts due and the nature of the
consideration to be provided in settlement of any outstanding balances. Please also
address why there do not appear to be any disclosures in the notes to the financial
statements related to the patent license agreement with Dr. Tham Seng Kong as
disclosed at page 217.
Please contact Nudrat Salik at 202-551-3692 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
October 29, 2024
Page 5
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jenny Chen-Drake, Esq.
2024-10-18 - CORRESP - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP
1
filename1.htm
BTIG,
llc
65 E. 55th Street
New York, New York 10022
October 18, 2024
VIA EDGAR
Conlon Danberg
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Aldel Financial II Inc.
Registration Statement on Form S-1
Filed October 18, 2024, as amended
File No. 333-282397
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of Aldel Financial II 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 Monday, October 21, 2024, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that approximately 500 copies of the Preliminary Prospectus dated October 18, 2024
are expected to be 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,
BTIG,
llc
By:
/s/ Paul Wood
Name: Paul Wood
Title: Managing Director
As Representative of the several underwriters
[Signature Page to Underwriter’s Acceleration Request Letter]
2024-10-18 - CORRESP - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP
1
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Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
VIA EDGAR
October 18, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Aldel Financial II Inc.
Registration Statement on Form S-1
File No. 333- 282397
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Aldel Financial II Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:00 p.m. Eastern time on Monday, October 21, 2024, or as soon thereafter as practicable.
Very truly yours,
/s/ Robert I. Kauffman
Robert I. Kauffman,
Chief Executive Officer
2024-10-17 - CORRESP - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP
1
filename1.htm
Giovanni Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
VIA EDGAR
October 17, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Conlon Danberg
Margaret Sawicki
Julie Sherman
Terence O'Brien
Re:
Aldel Financial II Inc.
Amendment No. 1 to Registration Statement on
Form S-1
Filed October 10, 2024
File No. 333-282397
Dear Mr. Danberg:
On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Amendment No. 1 to Registration Statement on Form S-1 filed on October 10, 2024 (the “Registration Statement”)
contained in the Staff’s letter dated October 16, 2024 (the “Comment Letter”).
The Company has filed via
EDGAR the Amended Registration Statement on Form S-1 (the “Amended 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 and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Registration Statement.
Amendment No. 1 to Registration Statement
on Form S-1, filed October 10, 2024
Sponsor Ownership, page 144
1.
We note your response to prior comment
3. We note the non-managing sponsor investors will hold a material amount of the founder shares. Please revise to disclose the total
ownership that each of the 10 non-managing sponsor investors will hold, including founder shares, private units, public units and
OTM Warrants, while noting that certain purchases are pursuant to indications of interest and are therefore not definite.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 144 of the Amended Registration Statement.
Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner
cc: Robert I. Kauffman
2024-10-16 - UPLOAD - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) File: 377-07366
October 16, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-282397
Dear Robert I. Kauffman:
We have reviewed your amended registration statement and have the following
comment(s).
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 9, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed October 10, 2024
Sponsor Ownership, page 144
1.We note your response to prior comment 3. We note the non-managing sponsor
investors will hold a material amount of the founder shares. Please revise to disclose
the total ownership that each of the 10 non-managing sponsor investors will
hold, including founder shares, private units, public units and OTM Warrants, while
noting that certain purchases are pursuant to indications of interest and are therefore
not definite.
October 16, 2024
Page 2
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.
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
2024-10-10 - CORRESP - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP
1
filename1.htm
Giovanni Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
VIA EDGAR
October 9, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Conlon Danberg
Margaret Sawicki
Julie Sherman
Terence O'Brien
Re:
Aldel Financial II Inc.
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282397
Dear Mr. Danberg:
On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Registration Statement on Form S-1 filed on September 30, 2024 (the “Registration Statement”) contained
in the Staff’s letter dated October 9, 2024 (the “Comment Letter”).
The Company has filed via
EDGAR the Amended Registration Statement on Form S-1 (the “Amended 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 and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in the Registration Statement.
Registration Statement on Form S-1 filed
September 30, 2024
Prospectus Summary
Our Business Combination Process, page 12
1.
We note your revised disclosure that: "We expect this company to have priority with respect to such acquisition opportunities because our goal is to complete a business combination with a strong target company, as we did in Aldel I, and build a track record which includes the successful completion of our initial business combination before turning to other potential opportunities in the market for subsequently formed special purpose acquisition companies." Please specify the way or ways in which you believe Hagerty Inc. was a strong target company for Aldel I.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 39, 71 and 110 of the Registration Statement.
Dilution, page 92
2.
We refer to our previous comment 3. Since net cash per share will decrease as a result of a deferred underwriting fee and any additional financial advisory fees, these should be reflected as deductions to the company's net tangible book value. Please clarify for us and in the filing why you are adding back these fees.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 92 of the Registration Statement.
Sponsor Ownership, page 144
3.
We note your response to previous comment 5 explaining certain limitations on the interests in the sponsor to be held by the non-managing sponsor members. Please revise your disclosure here to note the proposed investment by the non-managing sponsor members and the reason these investors will not hold any material direct or indirect interests in the sponsor, as explained in your response letter.
Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 144 of the Registration Statement.
Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner
cc: Robert I. Kauffman
2024-10-09 - UPLOAD - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) File: 377-07366
October 9, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282397
Dear Robert I. Kauffman:
We have reviewed your registration statement and have the following comment(s).
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.
Registration Statement on Form S-1 filed September 30, 2024
Prospectus Summary
Our Business Combination Process, page 12
1.We note your revised disclosure that: "We expect this company to have priority with
respect to such acquisition opportunities because our goal is to complete a business
combination with a strong target company, as we did in Aldel I, and build a track
record which includes the successful completion of our initial business combination
before turning to other potential opportunities in the market for subsequently formed
special purpose acquisition companies." Please specify the way or ways in which you
believe Hagerty Inc. was a strong target company for Aldel I.
Dilution, page 92
We refer to our previous comment 3. Since net cash per share will decrease as a result
of a deferred underwriting fee and any additional financial advisory fees, these should 2.
October 9, 2024
Page 2
be reflected as deductions to the company's net tangible book value. Please clarify for
us and in the filing why you are adding back these fees.
Sponsor Ownership, page 144
3.We note your response to previous comment 5 explaining certain limitations on the
interests in the sponsor to be held by the non-managing sponsor members. Please
revise your disclosure here to note the proposed investment by the non-managing
sponsor members and the reason these investors will not hold any material direct
or indirect interests in the sponsor, as explained in your response letter.
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 Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.
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
2024-10-03 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP VIA EDGAR October 3, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-279902 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 7, 2024 at 9:15 a.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Paul R. Rosie at (617) 570-1724. If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617) 570-1724. Sincerely, ALLURION TECHNOLOGIES, INC. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Brendan Gibbons, Esq., Allurion Technologies, Inc. Paul R. Rosie, Goodwin Procter LLP Jeffrey Letalien, Goodwin Procter LLP
2024-09-30 - CORRESP - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561)
CORRESP
1
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Giovanni Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
VIA EDGAR
September 27, 2024
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Conlon Danberg
Margaret Sawicki
Julie Sherman
Terence O'Brien
Re:
Aldel Financial II Inc.
Draft Registration Statement on Form S-1
Submitted September 9, 2024
CIK No. 0002031561
Dear Mr. Danberg:
On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Draft Registration Statement on Form S-1 submitted on September 9, 2024 (the “Draft Registration Statement”)
contained in the Staff’s letter dated September 19, 2024 (the “Comment Letter”).
The Company has filed via
EDGAR the 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 and is followed by the Company’s response. All page references in the responses set forth below
refer to the page numbers in the Registration Statement.
Amendment No. 1 to Draft Registration
Statement on Form S-1 submitted September 9, 2024
Cover Page
1.
We note your revised disclosure that you "expect that [y]our company will generally have priority over any other special purpose acquisition companies subsequently formed by [y]our sponsor or directors (if any) with respect to acquisition opportunities until [you] complete [y]our initial business combination or enter into a contractual agreement that would restrict [y]our ability to engage in material discussions regarding a potential initial business combination." Please expand on your statement to address special purpose acquisition companies affiliated with your officers. Additionally, please explain why you expect this company to have priority with respect to such acquisition opportunities. To the extent your sponsors, officers and/or directors are committing themselves to allocate opportunities to acquire targets in this way, please revise your disclosure to clarify it is a formal commitment rather than your expectation. Finally, please explain why this priority will only exist "generally" and discuss any exceptions or limitations
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 39, 71 and 110 of the Registration Statement.
Risk Factors
Risks Relating to our Management Team
Members of our management team and affiliated companies may
have been, and may in the
future be, involved in civil disputes..., page 69
2.
We note your revised disclosure in response to previous comment
12 that "there is no such material litigation, arbitration or governmental proceeding currently pending against any members
of our management team and affiliated companies." Please revise to disclose if you are aware of any such civil disputes
or government investigations to the extent material, regardless of whether they are currently pending or if they have been resolved
or completed.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 69 of the Registration Statement.
Dilution, page 92
3.
We refer to our previous comment 15. Please explain your basis
for also adding back the payable for the deferred offering costs. In this regard, please tell us when and how these will be
paid.
Response: As the balance sheet date, Company had
deferred cost asset and an offsetting deferred offering cost payable because none of thoese cost were paid. Company has $205,000 in
cash from the Promissory note from Sponsor and sale of Founder Shares. Company has adequate liquidity to pay the costs.
Principal Shareholders, page 143
4.
We note your response to previous comment 19. Please clarify
how you calculated 98.6% for the total Class B shares owned by all officers, directors and director nominees as a group prior
to the offering based on the amounts shown above in the table.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 143 of the Registration Statement.
Sponsor Ownership, page 144
5.
We note your revised disclosure in response to previous comment
20 that none of the non-managing sponsor investors, nor any other persons, have direct or indirect material interests in the sponsor.
Elsewhere, you note that "[t]he non-managing sponsor investors have indicated an interest to purchase, indirectly through the purchase
of membership interests of our sponsor, an aggregate of 345,000 private units (or 375,280 private units if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per unit ($3,450,000 in the aggregate, or $3,752,800 if the underwriters’ over-allotment
option is exercised in full) in a private placement that will close simultaneously with the closing of this offering" (emphasis
added). Please explain why the non-managing sponsor investors will not have a material interest in the sponsor if they will purchase
membership interests in the sponsor.
Response: The Company acknowledges the Staff’s comment and informs the Staff that (i)
no non-managing sponsor member will own a material amount of the interests of the sponsor and (ii) the non-managing sponsor investors
do not, under the sponsor’s operating agreement, have the right to take part in or interfere in any manner with the management,
conduct or control of the business of the sponsor nor have the right to vote on any matter relating to the sponsor, its business
or affairs. In addition, except in the case of incapacity, the non-managing sponsor investors have no right to remove the managing
member of the sponsor. Further, the securities of the Company owned by the sponsor may not be withdrawn by any non-managing sponsor
investor, and such securities would only be distributed to members pursuant to the terms of the sponsor’s operating agreement
in connection with a business combination (absent the dissolution of the sponsor). The managing member of the sponsor also have the
authority to forfeit the Company’s securities held by the sponsor in connection with a business combination without the approval
of the non-managing sponsor investors as long as all members are treated equally. Accordingly, none of the non-managing sponsor investors
will have a material interest in the sponsor .
Please do not hesitate to contact Giovanni Caruso of Loeb &
Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner
cc: Robert I. Kauffman
2024-09-25 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) File: 001-36407
September 25, 2024
Jeffrey Poulton
Chief Financial Officer
Alnylam Pharmaceuticals, Inc.
675 West Kendall Street
Henri A. Termeer Square
Cambridge, MA 20142
Re:Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 15, 2024
File No. 001-36407
Dear Jeffrey Poulton:
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
2024-09-24 - 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
2024-09-19 - UPLOAD - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) File: 377-07366
September 19, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 9, 2024
CIK No. 0002031561
Dear Robert I. Kauffman:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September 9, 2024
Cover Page
We note your revised disclosure that you "expect that [y]our company will generally have
priority over any other special purpose acquisition companies subsequently formed by
[y]our sponsor or directors (if any) with respect to acquisition opportunities until
[you] complete [y]our initial business combination or enter into a contractual agreement
that would restrict [y]our ability to engage in material discussions regarding a potential
initial business combination." Please expand on your statement to address special purpose
acquisition companies affiliated with your officers. Additionally, please explain why you
expect this company to have priority with respect to such acquisition opportunities. To the
extent your sponsors, officers and/or directors are committing themselves to allocate 1.
September 19, 2024
Page 2
opportunities to acquire targets in this way, please revise your disclosure to clarify it is a
formal commitment rather than your expectation. Finally, please explain why this priority
will only exist "generally" and discuss any exceptions or limitations.
Risk Factors
Risks Relating to our Management Team
Members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes..., page 69
2.We note your revised disclosure in response to previous comment 12 that "there is no
such material litigation, arbitration or governmental proceeding currently pending against
any members of our management team and affiliated companies." Please revise to
disclose if you are aware of any such civil disputes or government investigations to the
extent material, regardless of whether they are currently pending or if they have been
resolved or completed.
Dilution, page 92
3.We refer to our previous comment 15. Please explain your basis for also adding back the
payable for the deferred offering costs. In this regard, please tell us when and how these
will be paid.
Principal Shareholders, page 143
4.We note your response to previous comment 19. Please clarify how you calculated 98.6%
for the total Class B shares owned by all officers, directors and director nominees as a
group prior to the offering based on the amounts shown above in the table.
Sponsor Ownership, page 144
5.We note your revised disclosure in response to previous comment 20 that none of the non-
managing sponsor investors, nor any other persons, have direct or indirect material
interests in the sponsor. Elsewhere, you note that "[t]he non-managing sponsor investors
have indicated an interest to purchase, indirectly through the purchase of membership
interests of our sponsor , an aggregate of 345,000 private units (or 375,280 private units if
the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit
($3,450,000 in the aggregate, or $3,752,800 if the underwriters’ over-allotment option is
exercised in full) in a private placement that will close simultaneously with the closing of
this offering" (emphasis added). Please explain why the non-managing sponsor investors
will not have a material interest in the sponsor if they will purchase membership interests
in the sponsor.
September 19, 2024
Page 3
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.
2024-09-18 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
September 18, 2024
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Tham Seng Kong
Chief Executive Officer
Alps Life Sciences Inc
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted August 21, 2024
CIK No. 0002025774
Dear Say Leong Lim and Tham Seng Kong:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 29, 2024 letter.
September 18, 2024
Page 2
Amendment No. 2 to Draft Registration Statement on Form F-4
Cover Page
1.We note your revised disclosure in response to previous comment 2. Please add
corresponding disclosure to the cover page of the prospectus or provide us an analysis
explaining why it is not required. Please refer to Item 1604(a)(3) of Regulation S-K.
Questions and Answers About the Special Meeting and the Proposals
Q: Do any of Globalink's directors or officers have interests that may conflict with my interests
with respect to the Business Combination, page 14
2.We note your disclosure in response to previous comment 8 that "[i]n connection with
funding the extensions, Globalink has issued an aggregate of more than US$3.5 million
in promissory notes to PGM." Please revise to state the actual aggregate amount of
promissory notes that have been issued to date instead of stating that the amount is over
US$3.5 million.
Parent Representative, page 28
3.We note your revised disclosure regarding the Parent Representative and Seller
Representative in response to previous comment 13. Please expand on these sections to
fully explain the roles of the Parent Representative and Seller Representative after the
closing of the Business Combination. In this regard, we note that pursuant to Section
13.20 of the Merger Agreement, the Sponsor will have the sole authority to handle
various matters relating to the Escrow Account and indemnifications under the Merger
Agreement. Please include disclosure regarding the ongoing role of the Sponsor when
discussing potential conflicts of interest. Finally, please expand on your statement that the
Sponsor "expects to act as the representative of the previous stockholders of Globalink"
to clarify if the Sponsor will have any specific fiduciary or contractual duties to the
previous stockholders of Globalink in its capacity as the Parent Representative.
Fairness Opinion, page 35
4.We note your disclosure that "[t]he Globalink Board received a draft of fairness opinion
from Morison Advisory Sdn. Bhd. in June 2024" but that "[t]he Globalink Board decided
not to rely on the fairness opinion for determining the valuation of Alps Holdco." You
further disclose that the "Globalink Board did not put much weight in considering the
draft fairness opinion in determining the valuation of Alps Holdco." It appears that the
Globalink Board received an opinion that is materially related to the transaction. Please
provide the disclosure required by Item 1607 of Regulation S-K or provide a detailed
analysis explaining why such disclosure is not required.
Escrow Agreement, page 114
We note your revised disclosure in response to previous comment 27 that the Escrow
Property will be distributed six months after the Closing Date. However, the
indemnification obligations pursuant to Article XII of the Merger Agreement appear to 5.
September 18, 2024
Page 3
run for twelve months after the Closing Date. Please clarify the relevant timeframes and
any potential impacts at the time when there is no Escrow Property remaining in the
Escrow Account.
Background of the Business Combination, page 119
6.We note your revised disclosure in response to previous comment 30. Please expand on
your disclosure regarding the negotiation of the Earnout Shares to discuss how the parties
arrived at the size of the earnout and the applicable milestones. Your disclosure should
include any discussions, proposals and counter-proposals made during the course of the
negotiations.
7.We note your response to previous comment 31 and reissue it in part. Please revise to
disclose the information reviewed by Globalink, which included "Alps’ forecasted
discounted cashflow and Price/price/revenue multiples." Also revise to briefly describe
the guidance of biotechnology companies’ valuation under Regulation 18a of Hong Kong
Stock Exchange to provide additional context for your disclosures.
Board's Discussion of Valuation and Reasons for the Approval of the Business Combination,
page 122
8.We note your response to previous comment 37 and reissue it in part as your disclosure
appears inconsistent with the response in the response letter. You disclose here that
the Board supported the decision to enter into the Merger Agreement based on the
Board’s evaluation of the above due diligence by Globalink’s management and the
investor presentation, and on the following qualitative and quantitative evaluations
regarding Alps, which included the financial projections prepared by Alps for the
upcoming five years until the fiscal year 2029. Please revise to reconcile the disclosure
with your response to us. We may have additional comments upon review of your
response. Refer to Item 1609 of Regulation S-K.
9.We note your response to previous comment 37 that you "did not disclose the projections
in the proxy statement/prospectus because the Globalink Board believes that the financial
projections may have contained estimates and assumptions that susceptible to changes
and uncertainties, and did not put much weight in considering the financial projections of
Alps in determining the valuation of Alps nor in the decision of recommending the
Business Combination for stockholders’ approval." We also note your statement on page
121 that the Globalink Board considered the PIPE Investment to be the primary basis for
the pre-money valuation of Alps of approximately $1.6 billion. Please tell us whether the
potential PIPE Investors received any financial projections of Alps. If so, please provide
us with your analysis of why disclosure of the projections is not required if they were
considered by the potential PIPE Investors, the valuation in the PIPE Investment was the
primary basis for the valuation in the Business Combination, and the availability and
terms of the PIPE Investment were given high significance by the Globalink Board in
approving the Business Combination.
We note your revised disclosure in response to previous comment 40 regarding the
matters the Board considered in determining that the terms of the PIPE Investment are
fair and reasonable to Globalink. Please expand on this disclosure to explain whether and
how the Board considered the $1.6 billion valuation for the PIPE Investment as part of its 10.
September 18, 2024
Page 4
determination that the terms of the PIPE Investment are fair and reasonable to Globalink.
Competition, page 123
11.We note your response to previous comment 15 and reissue in part. Please revise to
balance your disclosure by clarifying that you are considering companies significantly
larger than you, with significantly larger research & development plans and costs.
Material U.S. Federal Income Tax Consequences
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of
Globalink's Securities, page 145
12.We note your revised disclosure in response to previous comment 42 and reissue the
comment. The revised disclosure notes that the discussion constitutes an opinion with
respect to the Business Combination, including the Redomestication Merger and the
Acquisition Merger. However, the substantive discussion under the subheading " If the
Redomestication Merger Qualifies as a Reorganization " is still limited to a discussion of
the Redomestication Merger. Please revise the existing disclosure so that it is clear that
it also applies to the Acquisition Merger or add a separate discussion of the Acquisition
Merger.
Dilution to Globalink's Stockholders, page 152
13.Your revised disclosure appears to calculate dilution per share based on the difference
between the estimated issuance price per share of $10.00 and the net tangible book value
per share as of March 31, 2024. Item 1604(c) of Regulation S-K requires the disclosure
of the difference between the offering price of the securities in the initial registered
offering by the SPAC and the as adjusted net tangible book value per share. Please revise
your disclosure to include this presentation.
14.In footnotes (4) and (5) you note that because you are excluding the effect of the de-
SPAC itself, "the PIPE investment proceeds, net assets of Alps Holdco and transaction
cost attributed to Alps Holdco were excluded" and "the 4,000,000 ordinary shares to be
issued under PIPE Investment, 1,600,000 ordinary shares to be issued to IBDC Asia Sdn
Bhd as transaction cost and 160,000,000 ordinary shares to be issued to Alps Holdco
shareholders as Merger consideration shares were excluded." Please provide us with your
analysis of why such amounts should be excluded pursuant to Item 1604(c) of Regulation
S-K.
15.We reissue previous comment 43 in part. Outside of the dilution table, please describe
each material potential source of future dilution that non-redeeming shareholders may
experience by electing not to tender their shares in connection with the de-SPAC
transaction, including sources not included in the table with respect to the determination
of net tangible book value per share, as adjusted. These sources of future dilution should
include the Earnout Shares and outstanding public and private warrants to the extent their
exercise is assumed not to be probable. Please refer to Item 1604(c) of Regulation S-K.
We reissue previous comment 44. With respect to each redemption level, please state the
company valuation at or above which the potential dilution results in the amount of the
non-redeeming shareholders’ interest per share being at least the initial public offering 16.
September 18, 2024
Page 5
price per share of common stock. Additionally, to the extent applicable, please provide a
description of the model, methods, assumptions, estimates, and parameters necessary to
understand the tabular disclosure. Please refer to Items 1604(c)(1) and (2) of Regulation
S-K.
Agreement with Chardan, page 154
17.We note your revised disclosure regarding the February 2, 2024 amended agreement with
Chardan to "update certain commercial arrangements relating to the engagement,
including the inclusion of a future transaction arrangement post Business Combination."
Please revise to disclose the revisions to the agreement with Chardan, including whether
the commercial terms represent adjustments to the terms of the February 4, 2022 letter
agreement. Finally, please provide an estimate of the total fees and expenses you expect
to pay to Chardan in connection with the Business Combination and if such amounts are
included in the estimated transaction costs disclosed on pages 82, 152 and 241.
Our Pipeline, page 162
18.We reissue previous comment 50 in part. Please revise the arrows for each product
candidate to indicate the current status of such candidate and only put the arrow at the
end of the column if that phase of development has been completed. As examples, you
state that VaxBio "is moving to the preclinical stage" and that Celestialab "is now
focusing on commencing preclinical study."
mRNA (Diagnostic), page 189
19.We note your revised disclosure in response to previous comment 53. Please clarify what
it means for the biomarker laboratory to be equipped to detect up to 31 types of diseases.
Please explain the specific aspects of this group of 31 diseases that relate to your product.
Revise to provide a reasonable basis for your belief that your product may be able to
detect this specific group of diseases given your disclosure that you are still undergoing
the POC stage and data gathering phase of this product.
Intellectual Property, page 208
20.We note your response to previous comment 58 and your disclosure that Alps currently
does not own any patents and that Alps has in-licensed fifteen (15) foreign patents in
China. Please tell us what consideration you have given to updating your risk factor
section to describe the limitations of your patent license arrangements or revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Alps, page 225
We note your response to comment 59. Please reconcile the total of research expenses
incurred by each pipeline in the table presented on page 227 to the total research
expenses amounts as presented on page 227 which shows all of the components of the
Administrative expenses line item as presented on your statements of operations. Your
disclosures indicate that certain expenses, particularly salaries and payroll costs, are not
individually tracked. These expenses are shared across research and development of
various pipelines, and are not allocated to any specific pipeline. In this regard it is not
clear why the total research expenses incurred by each pipeline would be greater than the 21.
September 18, 2024
Page 6
total research expenses amount. For example for the year ended March 31, 2024, the total
research expenses for all pipelines was $286,537 whereas total research expenses as a
component of Administrative expenses was only $276,957. Please advise or revise your
disclosures as necessary.
22.We note your response to previous comment 60. Please address the following:
•Your response indicates that the main factor contributing to income tax expense in
2023 is derived from the under provision of income tax expense in TMC Global
Holdings Sdn. Bhd. in FY2022, by $118,113. Please help us understand whether this
under provision represents the correction of an error as addressed in IAS 8.41
through 49. If this adjustment is a correction of an error, please further explain how
you determined it was appropriate to record this adjustment in 2023 as well as your
consideration of the disclosures required by IAS 8.49. Please also advise how this
amount is reflected in your income tax reconciliation provided on page F-91; and
•In FY2024, income tax credit resulted from the derecognition of deferred tax
liabilities from TMC. TMC is in deferred tax assets position as of FY2024 resulting
from the unabsorbed business losses during the financial year. Please better clarify in
your disclosures how you determined it was appropriate to derecognize
these deferred tax liabilities and the corresponding effect it had on your
considerations regarding the realizability of the corresponding deferred tax assets.
Cost of sales, page 226
23.We reissue previous comment 61. We note your reference to "profit sharing on hair
implant services." Please clarify the profit sharing agreements you enter into and how
they relate to your business.
Unaudited Pro Forma Condensed Combined Financial Information, page 231
24.We note your response to comment 64. Please address the following:
•Please provide a summary of the key terms of the earnout provisions in your
disclosures
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 - 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
2024-08-29 - UPLOAD - Aldel Financial II Inc. (ALDF, ALDFU, ALDFW) (CIK 0002031561) File: 377-07366
August 29, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Draft Registration Statement on Form S-1
Submitted August 5, 2024
CIK No. 0002031561
Dear Robert I. Kauffman:
We have reviewed your draft registration statement and have the following comment(s).
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 submitted August 5, 2024
Cover Page
1.We note your statement that the proceeds from the offering may be released from the
Trust Account upon "the completion of [y]our initial business combination or an earlier
redemption in connection with the commencement of the consummation of the initial
business combination if [you] determine it is desirable to facilitate the completion of the
initial business combination." Please tell us how this early release of proceeds from the
trust is consistent with disclosures stating that no proceeds held in the trust account will
be available for your use, except the withdrawal of interest to pay income taxes, and/or to
redeem public shares in connection with an amendment to your amended and restated
memorandum and articles of association, unless and until you complete your initial
business combination, and with disclosures that shareholders have the opportunity to
redeem shares upon completion of a business combination. We may have further
comments upon review of your response.
August 29, 2024
Page 2
2.You note on the cover page that prior to or in connection with the completion of the initial
business combination, other than a vote on continuing the company in a jurisdiction
outside the Cayman Islands, holders of the Class B ordinary shares and holders of the
Class A ordinary shares will vote together as a single class, except as required by law. In
your risk factor on page 58, you note that holders of your public shares will have no right
to vote on the appointment or removal of directors prior to the consummation of your
initial business combination. Please clarify if holders of your Class A ordinary shares will
have the ability to vote on the appointment or removal of directors prior to the completion
of an initial business combination.
3.Please revise the cross-reference to the " Dilution" section of the prospectus in connection
with the quartile table of adjusted net tangible book value so that it is highlighted by
prominent type or in another manner. Please refer to Item 1602(a)(4) of Regulation S-K.
4.We note your disclosure that the non-managing sponsor investors have indicated an
interest to purchase units in this offering at the offering price. Please disclose the number
of investors and the total maximum percentage of the offering for which there are
indications of interest and file any agreements with such investors as exhibits. Please
disclose that the non-managing sponsor investors will have the potential to realize
enhanced economic returns from their investment as compared to other investors
purchasing in the offering. Please revise the Summary to further clarify the potential
impact such purchases could have upon the trading volume, volatility and liquidity. Please
provide appropriate risk factor disclosure regarding the potential conflicts of interest with
the non-managing sponsor investors based on your ability to pursue a business
combination through a joint venture or other form of shared ownership with your non-
managing sponsor investors, as noted on page 10. Please provide appropriate risk factor
disclosure, including the potential conflicts of interest with the non-managing sponsor
investors in approving your business combination and otherwise exercising their rights as
public shareholders because of their indirect ownership of founder shares and private
placement units.
Summary, page 1
5.We note that in the definition of "non-managing sponsor investor" it states that the
sponsor will issue membership interests at a nominal purchase price to the non-managing
sponsor investors at the closing of this offering. Please revise to state the price of these
membership interests.
Our Business Combination Process, page 11
6.Please state the basis for your statement that you do not believe that the fiduciary duties or
contractual obligations of your officers or directors will materially affect your ability to
complete your initial business combination.
August 29, 2024
Page 3
7.We note your statement that "[o]ur sponsor does not have any agreement, arrangement or
understanding with us or our officers, directors, or affiliates with respect to determining
whether to proceed with a de-SPAC transaction." Please expand on this statement to note,
as you do elsewhere in the prospectus, that your sponsor, officers, directors and senior
advisor have entered into a letter agreement pursuant to which they have agreed to vote
their founder shares, private placement securities and any public shares purchased during
or after this offering in favor of your initial business combination.
8.Please broaden the conflicts of interest disclosure on page 11 and pages 36-37, including
to discuss the conflicts of interest relating to (i) the ability to complete a de-SPAC
transaction with an entity affiliated with your sponsor, officers or directors, (ii) the terms
of warrants held by the sponsor that may enable the sponsor to profit at times when an
unaffiliated security holder cannot profit, such as when the public warrants are called for
redemption and (iii) your waiver of the corporate opportunity doctrine. See Item
1602(b)(7) and 1603(b) of Regulation S-K.
9.We note your statement that your "sponsor, officers and directors could have conflicts of
interest in determining whether to present business combination opportunities to [you] or
to any other special purpose acquisition company with which they may become involved."
Please expand on this disclosure to explain how your sponsor, officers and directors
intend to allocate opportunities to acquire targets between you and any such other special
purpose acquisition company, including FG Acquisition Corp.
10.We note the table included here providing disclosure about the 5,000,000 founder shares
to be held by the Initial Shareholders. Please expand this table to include all of the
information required by Item 1602(b)(6) of Regulation S-K. Outside of the table, please
disclose the extent to which this compensation and securities issuance may result in a
material dilution of the purchasers' equity interests. Finally, it appears that certain non-
managing sponsor investors have expressed an interest in purchasing non-managing
sponsor membership interests for $3,450,000 in the aggregate (or $3,752,800 if the
underwriters’ over-allotment option is exercised in full) and receiving interests in an
aggregate of 2,500,000 of the founder shares (or 2,714,286 founder shares if the
underwriters’ over-allotment option is exercised in full). Please ensure your tabular
disclosure of the compensation received or to be received by the SPAC sponsor, its
affiliates, and promoters addresses any investments by such non-managing sponsor
investors.
Risk Factors
Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business
Combination
The securities in which we invest the funds held in the trust account could bear a negative rate of
interest..., page 49
We note your statement here that "public shareholders are entitled to receive their pro-rata
share of the proceeds held in the trust account, plus any interest income (less taxes
payable, other than excise taxes , if any, and up to $100,000 of interest to pay dissolution
expenses)" (emphasis added). In your risk factor disclosure on page 82 you note that "[t]o
the extent the Excise Tax is applicable, the amount of cash available to pay redemptions
or to transfer to the target business in connection with our initial business combination
may be reduced." Elsewhere, you note that interest earned on the funds held in the trust 11.
August 29, 2024
Page 4
account may be released to pay your "tax obligations" and that interest will be "net of
taxes payable." Please clarify whether you may withdraw interest for the payment of the
Excise Tax if it were imposed.
Risks Relating to our Management Team
Members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes..., page 67
12.We note that members of your management and affiliated companies "may have been"
involved in civil disputes or governmental investigations unrelated to your business and
such civil disputes or governmental investigations could be detrimental to your reputation,
negatively affect your ability to identify and complete an initial business combination and
may have an adverse effect on the price of your securities. Please revise to disclose if you
are aware of any such civil disputes or government investigations to the extent material.
Risks Relating to our Securities
Our warrant agreement will designate the courts of the State of New York..., page 77
13.Please expand on this risk factor to address the risk that the choice-of-forum provision
may result in increased costs for a warrant holder to bring a claim.
Dilution, page 90
14.We refer you to your tabular presentation of dilution at quartile intervals on the outside
cover page and on pages 90-93. Such tabular presentation appears to assume your
maximum redemption threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. Please explain to us if you may redeem your public
shares in an amount that would cause your net tangible assets, after payment of the
deferred underwriting commissions, to be less than $5,000,001. Please tell us how you
considered this and any other redemption restrictions in your determination of your
maximum redemption threshold for your dilution presentation. Please refer to Item 1602
of Regulation S-K.
15.As of July 22, 2024, you incurred $141,448 in deferred offering costs. Please revise to
exclude these costs from your calculation of net tangible book value and related per share
calculations before the offering or advise why you do not believe revision is necessary.
16.Please clarify how you calculated pro forma net tangible book value of $201,172,032.
17.Outside of the dilution table, please describe each material potential source of future
dilution following the registered offering, including sources not included in the table with
respect to the determination of net tangible book value per share, as adjusted. These
sources of dilution should include the founder shares anti-dilution rights, shares that may
be issued in connection with the closing of your initial business combination, OTM
Warrants, private warrants, public warrants and potential conversion of any working
capital loans. Please refer to Item 1602(c) of Regulation S-K.
Conflicts of Interest, page 138
Please revise the table of entities to which your executive officers and directors have
fiduciary duties or contractual obligations to ensure it is clear which individual is
affiliated with which entity. Please add disclosure for Mr. Swets to the table or advise. 18.
August 29, 2024
Page 5
Finally, please ensure this table includes all entities to which your executive officers and
directors have fiduciary duties or contractual obligations. In this regard, we note that the
table only appears to list two entities to which Mr. Kauffman is affiliated but his
biography included on page 4 includes several others.
Principal Shareholders, page 141
19.We note your disclosure on the cover page that each private unit will consist of one Class
A ordinary share and one-half of one redeemable warrant to purchase one Class A
ordinary share and, of the 590,000 private units, your sponsor has agreed to purchase
390,000 private units (or 420,000 private units if the underwriters’ over-allotment option
is exercised in full). We note that the post-offering percentages in the principal
shareholders table assume that there are 25,590,000 ordinary shares, consisting of
(i) 20,000,000 Class A ordinary shares; (ii) 5,000,000 Class B ordinary shares, and
(iii) 590,000 private shares included in the private units issued and outstanding after this
offering. Please revise the table to indicate where the sponsor's purchase of private units is
reflected in the table, which only shows the Class B share ownership.
Sponsor Ownership, page 142
20.Based on the indications of interest by the non-managing sponsor investors, please
disclose the persons who may have direct and indirect material interests in the sponsor, as
well as the nature and amount of their interests. See Item 1603(a)(7) of Regulation S-K.
Transfers of Founder Shares and Private Placement Securities, page 145
21.Please expand on your tabular disclosure of the lock-ups for the founder shares and
private placement securities to disclose the natural persons and entities subject to each
agreement. Additionally, please describe any transfer restrictions applicable to the
securities to be held by the non-managing sponsor investors either directly or indirectly.
Refer to Item 1603(a)(9) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 146
22.We note your statement on page 146: "Our sponsor (and/or its designees) has committed,
pursuant to written agreements, to purchase an aggregate of 1,000,000 OTM Warrants."
On the cover page you refer to just your sponsor purchasing OTM Warrants directly, with
no designees ("our sponsor has committed to purchase an aggregate of 1,000,000 warrants
(the “OTM Warrants” and, together with the private units, the “private placement
securities”) at a price of $0.10 per warrant…"). We further note that "private placement"
is defined on page 2 as "the private placement to our sponsor and BTIG (and/or their
designees) of the private units and OTM Warrants." Please revise throughout to clarify
who is purchasing OTM Warrants and whether they are doing so through designees.
Certain Differences in Corporate Law
Enforcement of Civil Liabilities, page 160
23.Please revise to provide each of the disclosure items required by Item 101(g) of
Regulation S-K.
August 29, 2024
Page 6
Notes to Financial Statements
Note 1. Description of Organization and Business Operations, page F-8
24.You state here that "[t]he Company will proceed with a Business Combination only if the
Company has net tangible assets, after payment of the deferred underwriting fees, of at
least $5,000,000 upon or immediately prior to such consummation of a Business
Combination." Please clarify if the Company's organizational documents contain a
minimum net tangible asset requirement. If so, please revise your prospectus to disclose
this requirement and its potential impact on your ability to consummate a business
combination or to conduct redemptions.
Signatures, page II-1
25.Please include signature lines for at least a majority of your board of directors. Please
refer to Instruction 1 to the Signatures section of Form S-1.
Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Servi
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
2024-08-27 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP
1
filename1.htm
August 27, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Tim Buchmiller
Re:
Alvotech
Registration Statement on Form F-3
Filed August 21, 2024
File No. 333-281684
Acceleration Request
Requested Date: August 29, 2024
Requested Time: 4:00 p.m. Eastern Time
Dear Mr. Buchmiller:
In accordance with Rule 461 under the Securities Act of 1933, as amended,
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 F-3 (File
No. 333-281684) (the “Registration Statement”), to become effective on August 29, 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 Commission’s
staff. The Registrant hereby authorizes Katie A. Kazem 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 Katie A. Kazem of Cooley LLP at (703) 456
8043.
[Signature page follows]
Very truly yours,
Alvotech
By: /s/ Tanya Zharov
Tanya Zharov
General Counsel
cc:
Divakar Gupta, Cooley LLP
Katie A. Kazem, Cooley LLP
2024-08-23 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416) File: 333-281684
August 23, 2024
Tanya Zharov, Esq.
General Counsel
Alvotech
9, Rue de Bitbourg,
L-1273 Luxembourg,
Grand Duchy of Luxembourg
R.C.S. Luxembourg : B258884
Re:Alvotech
Registration Statement on Form F-3
Filed August 21, 2024
File No. 333-281684
Dear Tanya Zharov Esq.:
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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Katie A. Kazem, Esq.
2024-08-22 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm Document August 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Wyman, Angela Connell Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 15, 2024 File No. 001-36407 Dear Mr. Wyman and Ms. Connell: On behalf of Alnylam Pharmaceuticals, Inc. (the “Company,” “we,” or “our”), I am submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated August 12, 2024, concerning the Company’s Form 10-K for the year ended December 31, 2023, filed with the Commission on February 15, 2024. To assist your review, the text of the Staff’s comments is presented in italics below. Form 10-K for the Year Ended December 31, 2023 Notes to Consolidated Financial Statements 4. Net Revenues from Collaborations, page 107 1.We note your tabular disclosure at the bottom of page 107 that quantifies the research and development (R&D) expenses incurred by collaborator and type that are directly attributable to your collaboration agreements. Please explain to us how this disclosure relates to your net revenues from collaborations. Using the Roche collaboration as an example, your disclosure on page 110 indicates that you recognized collaboration revenue of $24 million during 2023 related to your Development Services Obligation. Please 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com 2 August 22, 2024 explain how this amount relates to the $44.6 million in total R&D expenses attributed to the Roche collaboration as disclosed on page 107. In addition, to the extent applicable, please explain how the $547 million additional variable consideration attributed to cost reimbursement from development and manufacturing services and technology transfer related to the Roche Performance Obligations was calculated. Response to Comment #1: The table at the bottom of page 107 discloses the type and amount of research and development (“R&D”) expenses incurred for the Company's collaborations. Each of our collaboration agreements has unique performance obligations and cost sharing mechanisms. For our collaboration with Regeneron Pharmaceuticals, Inc. (“Regeneron”), revenue is recognized on a cost-to-cost input method and the costs used to measure both costs incurred and total costs are only those that relate to these performance obligations. Under the Company’s Collaboration and License Agreement with F. Hoffmann-La Roche Ltd. and Genentech, Inc. (together, “Roche”), dated as of July 21, 2023 (the “Roche Agreement”), we are reimbursed based on a percentage of the cost related to the R&D performance obligation. As requested by the Staff, we explain this in more detail below using our collaboration with Roche as an example. Roche Under the Roche Agreement, the Company has a performance obligation under Accounting Standards Codification (“ASC”) 606 and is obligated to perform development services, including the manufacture of clinical supply to support the regulatory approval of zilebesiran (the “Roche Development Services Obligation”). The Company is responsible for 40% and Roche is responsible for 60% of the costs incurred to perform the Roche Development Services Obligation. At inception of the Roche Agreement, based on the development plan agreed to by the Company and Roche (the “Development Plan”), the Company was able to estimate the development activities it will perform under the Roche Development Services Obligation and the reimbursement that it is entitled to receive from Roche. The Company used the expected value method and estimated the expected value amount as $545 million. The estimated expected value amount represents 60% of the total cost (the Roche share) per the Development Plan based on the hours and costs expected to be incurred to perform all of the development activities until commercialization, risk adjusted based on the probability of successful completion of all of the phases which are contingent upon future regulatory events. The Company concluded it is probable that a significant reversal of cumulative revenue will not occur in the future if some amount of the variable payments are not ultimately paid, because the cost reimbursement amounts are only recognized as revenue as the Company performs the development activities under the Roche Development Services Obligation. During the year ended December 31, 2023, the Company incurred $45 million in R&D expenses related to the Roche collaboration and recognized collaboration revenue of $24 million related to 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com 3 August 22, 2024 the Roche Development Services Obligation. Of the $45 million in R&D expenses incurred, approximately $40 million related to the Roche Development Services Obligation. The Company recognizes the consideration associated with the Roche Development Services Obligation using the cost-to-cost method which is based on cost incurred (the numerator in the cost-to-cost model) relative to the total estimated cost of the obligation (the denominator in the cost-to-cost-model) to determine the proportion of effort incurred as a percentage of total effort the Company expects to expend. This ratio is applied to the transaction price allocated to the obligation. As of December 31, 2023, the Company is approximately 4% complete with the Roche Development Services Obligation and has recognized $24 million of the $545 million transaction price associated with this obligation. As all costs in the cost-to-cost model are allowable for reimbursement from Roche, and the assumptions used to determine the total estimated cost of the obligation (denominator in the cost-to-cost model) are consistent with the assumptions used to determine the transaction price associated with the obligation, the collaboration revenue recognized will approximate 60% of the actual reimbursable costs incurred. Therefore, $24 million of collaboration revenue recognized under the cost-to-cost model can also be calculated as the $40 million of R&D expenses related to the Roche Development Services, multiplied by 60%, which is the Company’s reimbursement amount from Roche. The Company also has an obligation to perform a technology transfer of the existing manufacturing process for zilebesiran (the “Roche Technology Transfer Obligation”). The Company used the expected value method to estimate the expected value amount of $2 million based on the estimated costs expected to be incurred to perform the technology transfer activities. The Company did not recognize any collaboration revenue for the Roche Technology Transfer Obligation in the year ended December 31, 2023. Regeneron The Company recognizes revenue related to its collaboration with Regeneron over time using an input-based method on costs incurred relative to the total expected costs to be incurred for each of the identified performance obligations (“percentage of completion”). The specific amount of collaboration revenue for the period is determined by applying the percentage of completion to the transaction price allocated to each performance obligation. Hence, the R&D costs disclosed in the table on page 107 determine the extent of progress toward completion of the R&D services, but our collaboration revenue is based on the consideration allocated to the performance obligation. 2.Please explain the circumstances that resulted in a reversal of revenue in the amount of $15.5 million related to your Regeneron C5 License Obligation during 2023 as disclosed on page 113. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com 4 August 22, 2024 Response to Comment #2: During 2019, the Company entered into a global, strategic collaboration with Regeneron to discover, develop and commercialize RNAi therapeutics for a broad range of diseases. At the inception of the Regeneron collaboration, the Company identified an obligation to provide Regeneron with a worldwide license to cemdisiran for combination therapies, manufacturing and supply and development service obligations (the “C5 License Obligation”). The Company determined that the worldwide license to cemdisiran for combination therapies is not distinct from the manufacturing and supply and development service obligations as Regeneron cannot benefit on its own from the value of the license without receipt of the supply. Therefore, the C5 License Obligation is a single performance obligation. The C5 License Obligation is satisfied over time using an input-based method based on costs incurred relative to the total expected costs to be incurred. The amount of revenue recognized during each period for the C5 License Obligation is impacted by changes in the percent complete for the period, which is driven by changes in either costs incurred to date (the numerator in the percentage calculation) or changes in total expected costs to be incurred (the denominator in the percentage calculation). Pursuant to ASC 606-10-25-35, as circumstances change over time, the Company updates its measure of progress to reflect any changes in the outcome of the performance obligation. Such changes to the Company’s measure of progress are accounted for as a change in accounting estimate. During the fourth quarter of 2023, Regeneron increased the scope of the manufacturing and supply activities for the C5 License Obligation to support the potential future manufacturing of cemdisiran as a commercial drug. The Company assessed the facts and circumstances surrounding this change, which resulted from new information communicated by Regeneron, and determined that such change represents a change in estimate in the fourth quarter of 2023. The total expected costs to be incurred to perform the C5 License Obligation increased in the fourth quarter of 2023 to reflect the additional hours and costs expected to be incurred by the Company to perform the manufacturing and supply activities. When completing the Company's periodic update to its estimated costs to complete and, in turn, the cumulative progress toward completion of the C5 License Obligation, the Company used its updated estimate of total expected costs to be incurred as the denominator in the cost-to-cost model and recalculated the cumulative amount of revenue that should be recognized. That cumulative amount of revenue is compared to the cumulative amount of revenue recognized as of the prior period end (December 31, 2022). As indicated in the table below, as the estimate of total expected costs to be incurred in the denominator increased, the percentage of completion and the cumulative amount of revenue recognized decreased, resulting in the reversal of revenue in the amount of $15.1 million. 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com 5 August 22, 2024 (In thousands, except percentages) December 31, 2022 December 31, 2023 Reversal of revenue during the year ended December 31, 2023 Inception-to-date costs incurred $27,178 $32,415 Expected costs to be incurred $31,392 $58,270 Percentage of completion 87 % 56 % Transaction price $97,185 $124,106 Inception-to-date revenue recognized $84,139 $69,039 $(15,100) * * * * * 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com 6 August 22, 2024 Please do not hesitate to email me at jpoulton@alnylam.com or Gisele Dion, the Company's Chief Accounting Officer, at gdion@alnylam.com with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses. Sincerely, /s/ Jeffrey V. Poulton Jeffrey V. Poulton Executive Vice President, Chief Financial Officer 675 West Kendall Street – Henri A. Termeer Square ● Cambridge MA, 02142 main 617.551.8200 ● fax 617.551.8101 ● www.alnylam.com
2024-08-16 - UPLOAD - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) File: 333-280565
August 16, 2024
Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170
Re:Calisa Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 9, 2024
File No. 333-280565
Dear Hongfei Zhang:
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 July 25, 2024 letter.
Registration Statement on Form S-1
Enforcement of Civil Liabilities, page 11
1.We note your revised disclosure provided in response to prior comment 3. As requested in
the comment, please include Ogier's consent to being named in this section of the
prospectus as an exhibit to the registration statement.
Risk Factors Summary, page 26
We note your response to prior comment 5. We also note that you disclose on page 28 that
the PRC government may intervene or regulate the activities of the post-business
combination company in ways that could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of our
securities to significantly decline or become worthless. Please revise your disclosure 2.
August 16, 2024
Page 2
to include the current risks that the majority of your directors and officers being based in
or having significant ties to China poses which could result in a material change in your
operations and/or the value of the securities you are registering for sale
including causing the value of your securities to significantly decline or become
worthless.
Risks Related to Acquiring and Operating a Business Outside of the United States, page 51
3.We note your response to prior comment 7. Please expand your disclosure regarding
the impact PRC law or regulations may have on the cash flows associated with the
business combination transaction specifically including, but without limitation,
shareholder redemption rights.
Underwriting, page 144
4.We note your response to prior comment 9. Please revise your underwriter's compensation
table to include the EBC founder shares in tabular format. Please refer to Item 508(e) of
Regulation S-K for guidance.
Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey M. Gallant, Esq.
2024-08-12 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670) File: 001-36407
August 12, 2024
Jeffrey Poulton
Chief Financial Officer
Alnylam Pharmaceuticals, Inc.
675 West Kendall Street
Henri A. Termeer Square
Cambridge, MA 20142
Re:Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 15, 2024
File No. 001-36407
Dear Jeffrey Poulton:
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 Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
4. Net Revenues from Collaborations, page 107
1.We note your tabular disclosure at the bottom of page 107 that quantifies the research and
development (R&D) expenses incurred by collaborator and type that are directly
attributable to your collaboration agreements. Please explain to us how this disclosure
relates to your net revenues from collaborations. Using the Roche collaboration as an
example, your disclosure on page 110 indicates that you recognized collaboration revenue
of $24 million during 2023 related to your Development Services Obligation. Please
explain how this amount relates to the $44.6 million in total R&D expenses attributed to
the Roche collaboration as disclosed on page 107. In addition, to the extent applicable,
please explain how the $547 million additional variable consideration attributed to cost
reimbursement from development and manufacturing services and technology transfer
related to the Roche Performance Obligations was calculated.
August 12, 2024
Page 2
2.Please explain the circumstances that resulted in a reversal of revenue in the amount of
$15.5 million related to your Regeneron C5 License Obligation during 2023 as disclosed
on page 113.
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 Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2024-08-08 - CORRESP - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767)
CORRESP
1
filename1.htm
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-4499
(212)
818-8800
(212)
818-8881
(212)
818-8638
email
address
jgallant@graubard.com
August
8, 2024
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re: Calisa
Acquisition Corp
Registration
Statement on Form S-1
Filed
June 28, 2024
File
No.: 333-280565
Ladies
and Gentlemen:
On
behalf of Calisa Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, July 25, 2024,
relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the
original draft submission of the Registration Statement.
Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.
Registration
Statement on Form S-1
Cover
page
1. We
note your disclosure that governing law and regulation in the PRC are still rapidly evolving
and changes may result in a material change to your operations and the value of your ordinary
shares if you complete a business combination with a target in China. Please revise to provide
prominent disclosure about the legal and operational risks associated with a majority of
your directors and officers being based in or having significant ties to China. Such risks
should include uncertainties regarding the enforcement of laws and that rules and regulations
in China can change quickly with little advance notice. Your disclosure should make clear
whether these risks could result in a material change in your search for a target company,
as well as the value of the securities you are registering for sale.
We
have revised the disclosure on the cover page of the prospectus included in the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
2
Potential
Permission Required from the PRC Authorities for this Offering and a Business Combination, page 10
2. Disclose
each permission or approval that your officers and directors are required to obtain from
Chinese authorities to search for a target company. State whether your directors and officers
are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively
whether you have received all requisite permissions or approvals and whether any permissions
or approvals have been denied. Please also describe the consequences to you and your investors
if your officers and directors (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
We
have revised the disclosure on the page 10 of the Registration Statement, as requested.
Enforcement
of Civil Liabilities, page 11
3. Please
include disclosures regarding the enforcement of civil liabilities in the Cayman Islands,
as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-K. Regarding
your discussion of enforcement of civil liabilities in China, if this discussion is based
on an opinion of counsel, please identify counsel and file its consent to the use of its
name an opinion as an exhibit to the registration statement.
We
have revised the disclosure on page 11 of the Registration Statement, as requested. We respectfully advise the staff that the discussion
regarding enforcement of civil liabilities in China is not based on an opinion of counsel.
The
Offering, page 12
4. You
disclose here and elsewhere that public shareholders may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction. You also disclose
on page F-8 that each public shareholder may also elect to redeem their public shares without
voting. Please revise your disclosure here and elsewhere throughout your registration statement
to clarify whether shareholders are able to redeem their shares if they abstain from voting
or otherwise do not vote.
We
have revised the disclosure on pages 20, 99, 107, 123 and F-8 of the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
3
Risk
Factors Summary , page 26
5. In
your summary of risk factors, you have disclosed the risks to investors related to acquiring
and operating a business in China. Please revise your disclosure to also include the risks
that the majority of your directors and officers being based in or having significant ties
to 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 search for a target company or completion
of your initial business combination at any time, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
We
have revised the disclosure on page 28 of the Registration Statement, as requested.
Risks
Related to Acquiring and Operating a Business Outside of the United States , page 51
6. Please
revise your risk factors to address the current risks associated with your executive officers
and directors being located in or having ties to the PRC. Given the Chinese government’s
significant oversight and discretion over the conduct and operations of your business, please
revise to describe any material impact that intervention, influence, or control by the Chinese
government has or may have on your business or on the value of your securities. Highlight
separately 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 securities. 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.
We remind you that, pursuant to federal securities rules, the d term “control”
(including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise.”
We
have revised the disclosure on page 64 of the Registration Statement, as requested.
7. Please
address any impact PRC law or regulations may have on the cash flows associated with the
business combination transaction specifically, including shareholder redemption rights.
We
have revised the disclosure on page 59 of the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
4
General
Risk Factors, page 71
8. We
note your disclosure on page 73 that by restricting your investment of proceeds in cash or
securities, including U.S. Government securities or shares of money market funds registered
under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, you intend
to avoid being deemed an “investment company,” and that you may be deemed to
be subject to the Investment Company Act if you do not invest the proceeds as described.
Please clarify that notwithstanding an investment of proceeds in government securities, you
could nevertheless be considered to be operating as an unregistered investment company. Where
you disclose the risk that you may be considered to be operating as an unregistered investment
company, 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. Also revise disclosure on page 74 to
refer to the rights, rather than warrants.
We
have revised the disclosure on pages 73 and 74 of the Registration Statement, as requested.
Underwriting
, page 144
9. We
note that the EBC founder shares have been deemed compensation by FINRA. Please revise your
underwriter’s compensation table to include the EBC founder shares. Please refer to
Item 508(e) of Regulation S-K for guidance.
We
have revised the disclosure on page 144 of the Registration Statement, as requested.
*
* * * * * * * * *
If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/
Jeffrey M. Gallant
Jeffrey
M. Gallant
cc:
Hongfie
Zhang
2024-07-30 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, South Carolina
July 30, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Liz Packebusch / Irene Barberena-Meissner
Re: Alternus Clean Energy, Inc.
Registration Statement on Form S-1, as amended
File No. 333-276630
Ladies and Gentlemen:
Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus Clean
Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on
Wednesday, July 31, 2024, or as soon thereafter as possible. 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, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.
If you have any questions regarding
this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.
Very Truly Yours,
By:
/s/ Vincent Browne
Name:
Vincent Browne
Title:
Chief Executive Officer
cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP
2024-07-30 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, South Carolina
July 30, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Liz Packebusch / Irene Barberena-Meissner
Re: Alternus Clean Energy, Inc.
Registration Statement on Form S-1, as amended
File No. 333-278994
Ladies and Gentlemen:
Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus Clean
Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on
Wednesday, July 31, 2024, or as soon thereafter as possible. 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, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.
If you have any questions regarding
this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.
Very Truly Yours,
By:
/s/ Vincent Browne
Name:
Vincent Browne
Title:
Chief Executive Officer
cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP
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 - UPLOAD - Alps Group Inc (ALPS, ALPWF) (CIK 0002025774) File: 377-07283
July 29, 2024
Say Leong Lim
Chief Executive Officer and Chairman of the Board of Directors
Alps Global Holding Pubco
Unit E-18-01 & E-18-02, Level 18, Icon Tower (East)
No. 1, Jalan 1/68F, Jalan Tun Razak
50400 Kuala Lumpur
Wilayah Persekutuan, Malaysia
Re:Alps Global Holding Pubco
Amendment No 1. to Draft Registration Statement on Form F-4
Submitted July 1, 2024
CIK No. 0002025774
Dear Say Leong Lim:
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.
Amendment No 1. to Draft Registration Statement on Form F-4
Cover Page
1.We note your disclosure that "[t]he Globalink Board does not plan to obtain a fairness
opinion related to the Business Combination." You further state on page 35 in the
prospectus summary that "[t]he Board has unanimously determined that the Business
Combination is in the best interests of, and advisable to, the Globalink stockholders and
recommends that the Globalink stockholders adopt the Merger Agreement and approve
the Business Combination." Please also include the disclosure here.
We note your disclosure that the Sponsor, its affiliates and promoters are not receiving
compensation in connection with the Business Combination and the PIPE Investment. We
further note disclosure on page 221 reflecting outstanding advances due to an affiliate of
the Sponsor. Please revise to provide all the disclosures pursuant to Item 1603(a)(6) of 2.
July 29, 2024
Page 2
Regulation S-K. Please also revise your Conflicts of Interests disclosures on page 42 and
throughout your proxy statement/prospectus as applicable.
3.We note the disclosure that the Sponsor, its affiliates and promoters will not receive any
securities of Globalink or PubCo in connection with the Business Combination and the
PIPE Investment. Please clarify to disclose that the Sponsor will have an equity interest in
the Combined Company after completion of the Business Combination. We note your
disclosure on page 16.
4.We note your disclosure that "if Globalink does not consummate the Business
Combination and fails to complete an initial business combination by July 9, 2024 (or up
to December 9, 2024 if Globalink’s time to complete a business combination is extended
pursuant to the Globalink Charter), Globalink will be required to dissolve and liquidate."
Please revise to clarify that if Globalink anticipates that it may not be able to consummate
its initial business combination in time, Globalink may, by resolutions of its Board, if
requested by its Sponsor, extend the period of time to consummate a business
combination on a monthly basis to until December 9, 2024, subject to its Sponsor
depositing additional funds into the Trust Account.
5.We note that certain shareholders agreed to waive their redemption rights with respect to
any shares of Globalink common stock they may hold in connection with the
consummation of the Business Combination. Please disclose any consideration provided
in exchange for these waivers. Refer to Item 1603(a)(8) of Regulation S-K.
6.Please revise the cover page of your proxy statement/prospectus to disclose the number of
securities being registered on this registration statement. See Item 501(b) of Regulation S-
K.
Share Calculations and Ownership Percentages, page 6
7.We note the assumption here that the number of PubCo ordinary shares to be issued in
connection with conversion of Globalink’s public and private rights is 1,207,000.
However, elsewhere in the proxy statement/prospectus, you note that Globalink Rights
Holders are expect to own 1,150,000 shares of PubCo common stock. Please reconcile
these disclosures or advise.
Questions and Answers About the Special Meeting and the Proposals
Q: Do any of Globalink's directors or officers have interests that may conflict with my interests
with respect to the Business Combination, page 13
8.Please revise your disclosure to discuss the number of extensions of the period of time
Globalink has to consummate the initial business combination that have been exercised
and the corresponding amounts that have been deposited into the Trust Account by the
Sponsor.
Questions and Answers About the Special Meeting and the Proposals
Q: What equity stake will current Globalink stockholders, Alps Holdco Shareholders and PIPE
Investors hold, page 13
We note your statement here that the maximum redemption scenario "represents the
maximum redemptions that may occur, which would still allow Globalink to have
consolidated net tangible assets of at least $5,000,001" and similar statements for other 9.
July 29, 2024
Page 3
redemption scenarios presented in the proxy statement/prospectus. In light of the $40
million PIPE Investment entered into with certain investors on June 4, 2024 and June 5,
2024, please clarify why there is any level of redemptions that would result in Globalink
failing to satisfy the net tangible asset requirement.
10.Please expand the table in this Question & Answer to show the 25%, 50% and 75%
redemption scenarios presented on page 16 and elsewhere in the proxy
statement/prospectus. We also note your inclusion of the term "Maximum Contractual
Redemptions" here. Please revise your tabular dilution information throughout your filing
to present the information consistently.
11.Here and in the other presentations of share ownership that assume that no Earnout Shares
are issued, please clarify that subject to achieving certain revenue milestones the
maximum number of Earnout Shares that could be issued is 48,000,000 and that investors
would experience additional dilution to the extent any Earnout Shares are issued.
Summary of the Proxy Statement/Prospectus
Alps Holdco, page 27
12.Please revise the summary to provide a balanced presentation of Alps Holdco's current
operations by disclosing that Alps Holdco currently has no product candidates approved
for commercial sale and has not generated any revenue from the sale of product
candidates. Please also clarify that Alps Holdco primarily generates revenues from
general healthcare and other wellness services.
Parent Representative, page 28
13.We note your statement that the Sponsor "is acting as the Parent Representative for the
purpose of representing, from and after the Effective Time, the stockholders of
Globalink." Please clarify the role of the Parent Representative or otherwise explain the
way in which the Parent Representative will represent the previous stockholders of
Globalink after the Business Combination. Please provide corresponding disclosure for
the Seller Representative.
Summary of the Proxy Statement/Prospectus
Termination, page 29
14.Please clarify if the Outside Closing Date and related provisions are measured from the
January 30, 2024 execution of the initial Merger Agreement or from the May 20, 2024
execution of the amended and restated Merger Agreement.
Globalink Board's Reasons for the Approval of the Business Combination, page 34
Please provide the source or basis for your claims in this section. For example, we note
your statements regarding various industry trends on page 34 and statements regarding the
growth potential of Southeast Asia on page 35. We also note your statement on page 35
that Alps' "skilled, multilingual and cost-effective labor force contributes to a low burn
rate relative to many typical biotech companies solely focused on R&D, giving Alps a
longer runway and without compromising on quality, which enables Alps to have a
competitive advantage and pursue its pipeline developments" and on page 122 that "Alps
adopts a business model that generates revenue through multiple revenue streams with 15.
July 29, 2024
Page 4
relatively low overhead costs." Please substantiate these statements, including a
quantification of Alps' low burn rate relative to other biotech companies.
16.Please revise to provide the information required by Item 1606(c) of Regulation S-K.
Fairness Opinion, page 35
17.We note your statement that the Globalink Board does not plan to obtain a fairness
opinion in connection with the Business Combination. Receipt of a fairness opinion
appears to be a condition to Globalink's obligation to close the transaction pursuant to
Section 10.2(k) of the Amended and Restated Merger Agreement. Please revise your
disclosure to explain what consideration the Globalink Board gave to seeking a fairness
opinion, including any steps taken to seek a fairness opinion and if any financial advisors
declined or were otherwise unable or unwilling to provide a fairness opinion. To the
extent the Board has, or intends to, waive the fairness opinion closing condition, please
include appropriate disclosure throughout the proxy statement/prospectus.
Implication of Being an Emerging Growth Company, page 39
18.Please clearly state your election under Section 107(b) of the JOBS Act. If you do not
believe the election would impact the PubCo as an IFRS filer, please revise to disclose
that effect.
Interests of Certain Persons in the Business Combination, page 42
19.We note your disclosure on page 221 regarding various promissory notes between the
Company and PGM noting that such notes are repayable upon consummation of an initial
Business Combination. We further note your disclosure on page F-13 regarding "a
familial relationship between the Sponsor and a 95% shareholder of Public Gold
Marketing Sdn. Bhd" and your disclosure on page F-14 that "[a]s of March 31, 2024 and
December 31, 2023, the total of the promissory notes are reflected on the consolidated
balance sheets as $2,640,649 and $1,757,255, respectively." Please revise your disclosure
in this section and throughout your proxy statement/prospectus as applicable to disclose
the outstanding promissory notes and familial relationship as an interest of the Sponsor.
Dividend Policy, page 51
20.Please reconcile your statement here that it is presently intended that the Combined
Company "retain most," if not all, of its available funds and any future earnings for use in
business operations and expansion with your statement on page 87 that "[t]he Combined
Company intends to retain future earnings, if any, for future operations, expansion and
debt repayment and there are no current plans to pay any cash dividends for the
foreseeable future." Please clarify the intended dividend policy of the Combined
Company, including whether you intend to distribute any portion of available funds to
shareholders. Additionally, please clarify if you intend to use retained earnings for debt
repayment.
Risk Factors
Risks Related to Development of Our Product Candidates
Our current product candidates are in preclinical development and have never been tested in
humans..., page 57
July 29, 2024
Page 5
21.We note your statement that "the joint development of oral Cholera vaccine cannot be
carried out in a geographical location with close proximity to where we operate." Please
explain why this is the case either here or elsewhere in the prospectus/proxy statement.
The manufacturing operations of our potential product candidates including but not limited to
cosmetics products infused with exosomes..., page 62
22.We note your disclosure that you are not capable of manufacturing the finished cosmetics
products such as facial masks and face serum infused with exosomes in-house and that
you rely on a single supplier. At an appropriate section of your filing, please describe this
supplier and the material terms of any agreement with this supplier or provide an analysis
explaining why you are not required to do so.
Alps relies on intellectual property that is jointly developed with third parties which exposes Alps
to risks..., page 64
23.Please revise the risk factor disclosure to disclose that Alps' Research Collaboration
Agreement with University Science Malaysia for cancer data and related research and
development has expired. We note your disclosure on page 189.
Risk Factors
Risk Related to Government Regulation
Fluctuations in exchange rates could adversely affect Alps' business and the value of its
securities., page 67
24.We note your statement that "[t]o the extent the USD increases in value relative to the
RM, our margins may be adversely affected." Please provide a more detailed explanation
of how changes in the value of the RM and USD impact your business, financial
condition, results of operations and liquidity.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing actions against PubCo..., page 91
25.Please revise to tailor the risk factor disclosure to your facts and circumstances
and clarify, if applicable, that a majority of the Combined Company's officers and
directors are located outside of the United States.
Board of Directors and Management Following the Business Combination, page 114
26.You state on page 24 that upon the Closing of the Business Combination, all of the
officers of Alps Holdco will become the initial officers of PubCo and shall hold office
until their respective successors are duly elected or appointed and qualified. Based on this
disclosure here, it does not appear that you expect to appoint a Chief Financial Officer
following the Business Combination. Please clarify if you intend to appoint a Chief
Financial Officer upon the Closing of the Business Combination. If not, please revise your
risk factor disclosure on page 54 to note that you expect to continue operating without a
Chief Financial Officer for the foreseeable future.
July 29, 2024
Page 6
Escrow Agreement, page 114
27.Please expand on this section to explain why five percent of the Merger Consideration
will be held in escrow following the closing of the Business Combination. Your
disclosure should explain the conditions and timeframe under which such Escrow Shares
may be disbursed from escrow.
The Sponsor, its Affiliates, and Promoters , page 115
28.Please expand on your description of the material roles and responsibilities of the
Sponsor, its affiliate and promoters to describe the specific roles of the controlling person
and two promoters. We also note your statement that "[a] promoter of the Sponsor, Lin
Ding Jie, who holds 22.5% of the equity interest in the Sponsor, has previous experience
in organizing special purpose acquisition companies." Please revise to briefly describe the
previous experience noted here. Refer to Item 1603(a)(3) of Regulation S-K.
29.We note your statement that "[n]o agreement, arrangement, or understanding has been
made between the Sponsor and Globalink or Globalink’s officers, directors, and affiliates
with respect to determining whether to proceed with a de-SPAC transaction, including the
Business Combination." Please revise this statement to discuss the Insider Letter and file
such agreement as an exhibit to your registration statement or provide an analysis
explaining why it is not necessary. Refer to Item 1603(a)(5) and Item 601(b) of
Regulation S-K.
Background of the Business Combination, page 119
Please significantly expand the disclosure in this section to explain how the transaction
structure and consideration evolved during the negotiations, including any discussions,
proposals and counter-proposals made during the course of the negotiations with respect
to the material terms of the transaction. Please revise the section to address, including but
not limited to, the following:
•include a description of the negotiation of the Earnout Shares, Insider Letter, Escrow
Agreement and the G
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
2024-07-29 - CORRESP - ALERUS FINANCIAL CORP (ALRS) (CIK 0000903419)
CORRESP
1
filename1.htm
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
2024-07-25 - UPLOAD - Calisa Acquisition Corp (ALIS, ALISR, ALISU) (CIK 0002026767) File: 333-280565
July 25, 2024
Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170
Re:Calisa Acquisition Corp
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280565
Dear Hongfei Zhang:
We have reviewed your 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.
Registration Statement on Form S-1
Cover page
1.We note your disclosure that governing law and regulation in the PRC are still rapidly
evolving and changes may result in a material change to your operations and the value of
your ordinary shares if you complete a business combination with a target in China.
Please revise to provide prominent disclosure about the legal and operational risks
associated with a majority of your directors and officers being based in or having
significant ties to China. Such risks should include uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice. Your disclosure should make clear whether these risks could result in a
material change in your search for a target company, as well as the value of the securities
you are registering for sale.
July 25, 2024
Page 2
Potential Permission Required from the PRC Authorities for this Offering and a Business
Combination, page 10
2.Disclose each permission or approval that your officers and directors are required to
obtain from Chinese authorities to search for a target company. State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Enforcement of Civil Liabilities, page 11
3.Please include disclosures regarding the enforcement of civil liabilities in the Cayman
Islands, as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-
K. Regarding your discussion of enforcement of civil liabilities in China, if this discussion
is based on an opinion of counsel, please identify counsel and file its consent to the use of
its name an opinion as an exhibit to the registration statement.
The Offering, page 12
4.You disclose here and elsewhere that public shareholders may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction. You also
disclose on page F-8 that each public shareholder may also elect to redeem their public
shares without voting. Please revise your disclosure here and elsewhere throughout your
registration statement to clarify whether shareholders are able to redeem their shares if
they abstain from voting or otherwise do not vote.
Risk Factors Summary , page 26
5.In your summary of risk factors, you have disclosed the risks to investors related to
acquiring and operating a business in China. Please revise your disclosure to also include
the risks that the majority of your directors and officers being based in or having
significant ties to 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
search for a target company or completion of your initial business combination at any
time, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.
Risks Related to Acquiring and Operating a Business Outside of the United States , page 51
Please revise your risk factors to address the current risks associated with your executive
officers and directors being located in or having ties to the PRC. Given the Chinese 6.
July 25, 2024
Page 3
government’s significant oversight and discretion over the conduct and operations of your
business, please revise to describe any material impact that intervention, influence, or
control by the Chinese government has or may have on your business or on the value of
your securities. Highlight separately 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 securities. 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. We remind you that, pursuant to federal
securities rules, the d term “control” (including the terms “controlling,” “controlled by,”
and “under common control with”) means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”
7.Please address any impact PRC law or regulations may have on the cash flows associated
with the business combination transaction specifically, including shareholder redemption
rights.
General Risk Factors, page 71
8.We note your disclosure on page 73 that by restricting your investment of proceeds in
cash or securities, including U.S. Government securities or shares of money market funds
registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that
Act, you intend to avoid being deemed an "investment company," and that you may be
deemed to be subject to the Investment Company Act if you do not invest the proceeds as
described. Please clarify that notwithstanding an investment of proceeds in government
securities, you could nevertheless be considered to be operating as an unregistered
investment company. Where you disclose the risk that you may be considered to be
operating as an unregistered investment company, 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. Also revise disclosure on page 74 to refer to the rights, rather than
warrants.
Underwriting , page 144
9.We note that the EBC founder shares have been deemed compensation by FINRA. Please
revise your underwriter's compensation table to include the EBC founder shares. Please
refer to Item 508(e) of Regulation S-K for guidance.
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
July 25, 2024
Page 4
statement.
Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey M. Gallant, Esq.
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
2024-07-22 - 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
2024-07-19 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
July 19, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,
Division of Corporation Finance, Office of Energy & Transportation
Re:
Alternus Clean Energy, Inc.
Registration Statement on Form S-1, as amended
Originally Filed January 19, 2024, as amended May 6, 2024, July 1, 2024, and July 1, 2024.
File No. 333-276630
Dear Ladies and Gentlemen:
On behalf of our client, Alternus Clean Energy,
Inc. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated July 16, 2024, preceded by the prior comment letter dated May 24, 2024 (together, the “Comment
Letter”) with respect to the Company’s Amendment No.4 to the Registration Statement on Form S-1 (the “Registration
Statement”), as amended.
For your convenience, we have reproduced below
in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Registration Statement.
Amendment No. 2 to Registration Statement on Form S-1 Filed July
1, 2024
Amendment No. 3 to Registration Statement on Form S-1 filed July
1, 2024
Risk Factors
The shares of common stock being offered in
this prospectus represent a substantial percentage of our outstanding common stock..., page 35
1.
We note your response to prior comment three, including revised disclosure indicating that the number of shares that may be sold by the selling securityholders under the instant registration statement exceeds the number of shares of your total common stock constituting your public float, and represents approximately 495% of your public float and approximately 98% of your outstanding shares of common stock. We further note your added risk factor disclosing that, in connection with the 3i Note Transaction, you are obligated to register up to 35,334,165 shares of your common stock that may be issuable pursuant to the Convertible Note and the 3i Warrant in a Registration Statement on Form S-1 (File No. 333- 278994). Please revise your disclosure to clarify the cumulative effect that the number of shares that may be sold by the selling securityholders under both registration statements will have on the percentage of your public float and percentage of your outstanding shares of common stock.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure in the Registration Statement.
Management's
Discussion and Analysis of Financial Condition and Results of Operations
Overview, page
44
2.
Please revise your disclosure in this section to discuss risks to the Company with respect to the Forward Purchase Agreement. In this regard, we note your response to prior comment 10 regarding such risks on page 5 of your letter dated June 28, 2024.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.
Description of Our Securities
Warrants
Public Warrants, page 108
3.
We note your response to prior comment 7 and reissue it in part. We note your disclosure that the Public Warrants are currently trading on the OTC Markets under the trading symbol: OTC: ACLEW. Where it appears the Public Warrants trade, specifically, on the OTC Pink Tier, please revise your disclosure accordingly.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.
We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.
Very truly yours,
/s/ Jeffrey P. Wofford, Esq.
Jeffrey P. Wofford, Esq.
Sichenzia Ross Ference Carmel LLP
cc:
Taliesin Durant, CLO
Alternus Clean Energy, Inc.
2024-07-19 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
July 19, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,
Division of Corporation Finance, Office of Energy & Transportation
Re:
Alternus Clean Energy, Inc.
Registration Statement on Form S-1, as amended
Originally Filed: April 29, 2024, as amended July 1, 2024.
File No. 333-278994
Dear Ladies and Gentlemen:
On behalf of our client, Alternus Clean Energy,
Inc. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated July 16, 2024 (the “Comment Letter”) with respect to the Company’s Amendment
No.2 to the Registration Statement on Form S-1 (the “Registration Statement”).
For your convenience, we have reproduced below
in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1 filed July
1, 2024
General
1.
Please revise your disclosure to reflect applicable corresponding revisions made in response to our comment letter dated July 16, 2024 regarding your Form S-1 (333-276630) initially filed on January 19, 2024.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and in several sections of the
Registration Statement.
We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.
Very truly yours,
/s/ Jeffrey P. Wofford, Esq.
Jeffrey P. Wofford, Esq.
Sichenzia Ross Ference Carmel LLP
cc:
Taliesin Durant, CLO
Alternus Clean Energy, Inc.
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>
2024-07-16 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 333-276630
July 16, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 1, 2024
Amendment No. 3 to Registration Statement on Form S-1
Filed July 1, 2024
File No. 333-276630
Dear Vincent Browne:
We have reviewed your amended registration statement and have the following
comment(s).
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 May 24, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 1, 2024
Risk Factors
The shares of common stock being offered in this prospectus represent a substantial percentage of
our outstanding common stock..., page 35
We note your response to prior comment three, including revised disclosure indicating
that the number of shares that may be sold by the selling securityholders under the instant
registration statement exceeds the number of shares of your total common stock
constituting your public float, and represents approximately 495% of your public float and
approximately 98% of your outstanding shares of common stock. We further note your
added risk factor disclosing that, in connection with the 3i Note Transaction, you are
obligated to register up to 35,334,165 shares of your common stock that may be issuable 1.
July 16, 2024
Page 2
pursuant to the Convertible Note and the 3i Warrant in a Registration Statement on Form
S-1 (File No. 333- 278994). Please revise your disclosure to clarify the cumulative effect
that the number of shares that may be sold by the selling securityholders under both
registration statements will have on the percentage of your public float and percentage of
your outstanding shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
2.Please revise your disclosure in this section to discuss risks to the Company with respect
to the Forward Purchase Agreement. In this regard, we note your response to prior
comment 10 regarding such risks on page 5 of your letter dated June 28, 2024.
Description of Our Securities
Warrants
Public Warrants, page 108
3.We note your response to prior comment 7 and reissue it in part. We note your disclosure
that the Public Warrants are currently trading on the OTC Markets under the trading
symbol: OTC: ACLEW. Where it appears the Public Warrants trade, specifically, on the
OTC Pink Tier, please revise your disclosure accordingly.
Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.
2024-07-08 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3480 Peachtree Road NE
Second Floor, Suite 103
Atlanta, GA 30326
July 8, 2024
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lauren Hamill and Chris Edwards
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1
File No. 333-279920
Ladies and Gentlemen:
Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alzamend Neuro, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on July 9, 2024, or as soon thereafter as possible.
Please notify Henry C.W. Nisser,
General Counsel of the Company, at (646) 650-5044 as soon as possible as to the time the registration statement has been declared effective
pursuant to this acceleration request.
ALZAMEND NEURO, INC.
By:
/s/ Stephan Jackman
Name:
Stephan Jackman
Title:
Chief Executive Officer
2024-07-03 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3480 Peachtree Road NE
Second Floor, Suite 103
Atlanta, GA 30326
July 3, 2024
VIA EDGAR AND ELECTRONIC MAIL
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, DC 20549
Attn: Lauren Hamill and Chris Edwards
Re:
Alzamend Neuro, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-279920
Dear Ms. Hamill and Mr. Edwards:
Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated July 2, 2024 (the “Comment Letter”) relating to Amendment No.
1 to the Registration Statement on Form S-1 (“Form S-1”) referenced above.
The Company’s response is numbered to correspond
to the Staff’s comments and is being filed in conjunction with Amendment No. 2 to the Form S-1 (the “Amended S-1”).
For your convenience, the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s
response set forth immediately beneath each comment.
Amendment No. 1 to Registration Statement
on Form S-1
Plan of Distribution, page 14
Comment No. 1. We note your response
to prior comment 2. Please include the information provided in your response letter in the registration statement. Specifically, please
revise this section to include disclosure that 1) any broker-dealers or agents that may become involved in selling the registered shares
offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with
such sales, and 2) any broker-dealers or agents that are deemed to be underwriters may not sell registered shares offered under this prospectus
unless and until Company sets forth the names of the underwriters and the material details of their underwriting arrangements in a replacement
prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.
Response No. 1. We have revised the plan of distribution in response to the Staff’s
comment to include the requested disclosure. Please see the revised change on page 14 of the Amended S-1.
* * *
Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (844) 722-6333 or our General Counsel, Henry Nisser at (646) 650-5044.
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
2024-07-02 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) File: 333-279920
July 2, 2024
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re:Alzamend Neuro, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-279920
Dear Stephan Jackman:
We have conducted a limited review of your registration statement and have the following
comment.
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.
Amendment No. 1 to Registration Statement on Form S-1
Plan of Distribution, page 14
1.We note your response to prior comment 2. Please include the information provided in
your response letter in the registration statement. Specifically, please revise this section to
include disclosure that 1) any broker-dealers or agents that may become involved in
selling the registered shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such sales,
and 2) any broker-dealers or agents that are deemed to be underwriters may not sell
registered shares offered under this prospectus unless and until Company sets forth the
names of the underwriters and the material details of their underwriting arrangements in
a replacement prospectus included in a post-effective amendment to the registration
statement of which this prospectus is a part.
We remind you that the company and its management are responsible for the accuracy and
July 2, 2024
Page 2
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 Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Henry Nisser
2024-07-01 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
July 1, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,
Division of Corporation Finance, Office of Energy & Transportation
Re:
Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-278994
Dear Ladies and Gentlemen:
On behalf of our client, Alternus Clean Energy,
Inc. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated May 24, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-1 (the “Registration Statement”).
For your convenience, we have reproduced below
in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Registration Statement.
Registration Statement on Form S-1 filed April 29, 2024
General
1.
Please
revise your disclosure to reflect applicable corresponding revisions made in response to our comment letters dated February 15, 2024
and May 24, 2024 regarding your Form S-1 (333-276630) initially filed on January 19, 2024.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and in several sections of
the Registration Statement.
We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.
Very truly yours,
/s/
Jeffrey P. Wofford, Esq.
Jeffrey P. Wofford, Esq.
Sichenzia Ross Ference Carmel
LLP
cc:
Taliesin Durant, CLO
Alternus Clean Energy, Inc.
2024-06-28 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
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June 28, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,
Division of Corporation Finance, Office of Energy & Transportation
Re:
Alternus Clean Energy, Inc.
Registration Statement on Form S-1, as amended
Originally Filed January 19, 2024, as amended May 6, 2024
File No. 333-276630
Dear Ladies and Gentlemen:
On behalf of our client, Alternus Clean Energy,
Inc. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated May 24, 2024, preceded by the prior comment letter dated February 15, 2024 (together, the “Comment
Letter”) with respect to the Company’s Amendment No.1 to the Registration Statement on Form S-1 (the “Registration
Statement”), as amended.
For your convenience, we have reproduced below
in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1 filed May
6, 2024
Prospectus
Summary
Nasdaq Notice
of Failure to Comply with Continued Listing Standards, page 3
1.
Please
update your disclosure to discuss the letter you received on May 6, 2024 from the listing qualifications department staff of The
Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the Company’s
minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing
on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). We note your Form 8-K filed May 8, 2024 in this regard.
Please also include related risk factor disclosure.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 3, and 34 of the Registration Statement.
Recent Developments
Solis Bond
Extension, page 3
2.
We
note your revisions in response prior comment 4. Please make sure your revisions are consistent throughout your filing. For instance,
risk factor disclosure at page 21 refers to an extension date of April 30, 2024, while disclosure elsewhere refers to May 31, 2024.
Please also continue to update your disclosure regarding any further extensions throughout the pendency of the filing review.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.
Risk Factors
The shares of common stock being offered in
this prospectus represent a substantial percentage of our outstanding common stock..., page 34
3.
Please
revise your disclosure here to additionally discuss the 3i Note Transaction and related registration statement on Form S-1 filed
April 29, 2024. We further note that your disclosure on page 35 that the number of shares being registered on the registration statement
filed here represents approximately 87.5% of your outstanding shares of common stock does not appear consistent with your disclosure
at page 44, referencing 85.81%. Please revise or advise.
Company Response. The Company
acknowledges the Staff's comment and has made an additional disclosure in the form of new risk factor, stating:
“The issuance of the 3i
Convertible Note and Warrant may result in significant dilution to our shareholders and could impact the market price of our common stock.
On April 19, 2024, we entered into
a purchase agreement (the “Purchase Agreement”) with 3i, LP pursuant to which we issued a senior unsecured convertible note
in the aggregate principal amount of $2,160,000, with an eight percent (8.0%) original issue discount and an interest rate of seven percent
(7.0%) per annum (the “Convertible Note”), and a warrant (the “3i Warrant”) to purchase up to 2,411,088 shares
of common stock (the “3i Note Transaction”). The Convertible Note is convertible into a maximum of 32,923,077 shares of common
stock. The conversion and exercise of the Convertible Note and the 3i Warrant are subject to the terms of the Purchase Agreement, including
the beneficial ownership limitations and share issuance caps specified therein. In connection with the 3i Note Transaction. Pursuant
to the registration rights agreement we entered with 3i LP in connection with the 3i Note Transaction, we are obligated to register up
to 35,334,165 shares of our common stock that may be issuable pursuant to the Convertible Note and the 3i Warrant in a Registration Statement
on Form S-1 (No. 333-278994), which has not yet been declared effective.”
The Company has additionally made the
requested additional disclosures in several sections of the Registration Statement.
Risk Factors
We will incur increased costs and obligations
as a result of being a public company, page 38
4.
We
note you disclose that you have made and will continue to make, changes to your internal controls and procedures for financial reporting
and accounting systems to meet your reporting obligations as a publicly traded company. We also note that you did not timely file
a Form 10-Q for the quarter ended March 31, 2024. Please update and revise your disclosure to state that you did not timely file
this Form 10-Q and that you may not be able to file timely in the future.
Company Response. In response
to the Staff’s comment, the Company has revised the disclosure on pages 41 of the Registration Statement.
Management's Discussion and Analysis of Financial Condition and
Results of Operations Impact of two separate resale offerings of our securities, page 44
5.
We
note your response to prior comment 9 and reissue it in part. You disclose that you anticipate that the current registration would
amount to a total of 85.81% outstanding securities of your common stock, not including the 3i Note Transaction. Please revise your
discussion to highlight the fact that the selling stockholders 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.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on page 45 of the Registration Statement.
2
Selling Securityholders, page 95
6.
Disclosure
on your cover page and at page 95 indicates the Sponsor will offer a total of 9,001,667 shares, but your tabular disclosure indicates
the Sponsor will offer 9,226,667 shares. Please revise or advise. Please also populate the natural persons placeholders in the footnotes
to your table.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.
Description of Our Securities
Warrants
Public Warrants, page 98
7.
We
note your response to prior comment 10, indicating that the Public Warrants are currently trading on the OTC Markets under the trading
symbol: OTC: ALCEW. Where it appears the Public Warrants trade, specifically, on the OTC Pink Tier, please revise your disclosure
accordingly. Also, it appears the trading symbol for the Public Warrants is ACLEW, not ALCEW. Please revise or advise.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement. Please additionally note that we have revised the trading symbol for the Public Warrants as ACLEW, from the earlier incorrectly
stated ALCEW.
Notes to the Consolidated Financial Statements
26. Subsequent Events, page F-42
8.
We note your disclosure that, on March
19, 2024, you entered into a settlement agreement with Clean Earth Acquisitions Sponsor, LLC , a related party, and SPAC Sponsor
Capital Access (“SCA”) pursuant to which, among other things, you agreed to repay Sponsor’s debt to SCA, related
to the CLIN SPAC entity extensions, in the amount of $1.4 million and issue 225,000 shares of restricted common stock valued at $0.47
per share to SCA. In an appropriate location in your prospectus please revise to better describe the reasons for, and negotiations
surrounding, the settlement agreement. Please also include related risk
factor disclosure as appropriate.
Company Response. The Registration
Statement has been amended to address the Staff’s comment.
Exhibits
9.
Please
have counsel file a revised legal opinion that corresponds to the changes in your amendment, both to the number and type of securities
being registered and the selling securityholders. Please similarly file a revised fee table.
Company Response. In response
to the Staff’s comments, we have filed the revised legal opinion letter as Exhibit 5.1 to the Registration Statement, and the revised
fees table as Exhibit 107 to the Registration Statement, accordingly.
General
10.
We
note your response to prior comment 6 and reissue it in part. Please revise to better describe the purpose for entering into the
PIPE Subscription Agreement, and the interrelationship between it and the Forward Purchase Agreement. Please also revise your disclosure
to indicate whether Clean Earth Acquisitions Corp., the Company, or their directors, officers, advisors or respective affiliates
had material relationships with the PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.
Company Response. In response
to the Staff’s comments, we respectfully submit that we entered into Forward Purchase Agreement, dated December 3, 2023, by and
among Clean Earth Acquisitions Corp. (our predecessor entity), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading
Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”, and together with MCP, and MSTO,
collectively hereinafter referred to as the “Seller”) (the agreement referred to as the “Forward Purchase Agreement”),
for the purpose of raising cash for the Company (or the “Counterparty”) following our business combination, which was to
be achieved by way of the hedging arrangement under the Forward Purchase Agreement as described below.
3
Pursuant to the terms of the Forward
Purchase Agreement, on the date that is the earlier of (a) one business day following the closing of the business combination and (b)
the date any assets from the Counterparty’s trust account are disbursed in connection with the business combination (such earlier
date, the “Prepayment Date”), Counterparty will pre-pay to Seller a cash amount equal to (x) (i) the number of shares of
the Class A common stock, par value $0.0001 per share, of the Company (“SPAC Common Shares”), that the Seller has elected
to purchase in its sole discretion from third parties (other than the Company) through a broker in the open market (other than the Company)
after the redemption deadline in connection with the Business Combination and which are subject to the Forward Purchase Agreement (“Recycled
Shares”), plus the number of Additional Shares (as defined below) as set forth in the Seller’s initial Pricing Date Notice
to be delivered to the Counterparty at the closing of the Business Combination, multiplied by (ii) the per-share redemption price to
be paid by the Counterparty in connection with the Business Combination (such amount that is the result of clause (x) being the implied
market value of the shares under the Forward Purchase Agreement), less (y) a cash amount equal to 5% of the result of clause (x) with
respect to the Recycled Shares, representing the Shortfall Amount (as defined below) (such cash amount resulting from clause (x) less
clause (y), the “Prepayment Amount”). Under the Forward Purchase Agreement, a cash amount equal to a total of 10% of the
market value of the Recycled Shares (or 10% of the product of the number of Recycled Shares and the redemption price) is payable by Seller
to Counterparty in accordance with the terms of Forward Purchase Agreement (the “Prepayment Shortfall”), of which (i) one
half will be payable on the Prepayment Date as described in the preceding sentence and will be netted from the Prepayment Amount as described
above (the “Shortfall Amount”), and (ii) at the request of Counterparty, the other one half (the “Future Shortfall”)
will be payable by Seller to Counterparty on the earlier of (a) the date that the Commission declares effective a registration statement
(the “Registration Statement”) registering the resale of all shares held by the Seller (such date, the “Registration
Statement Effective Date”) and (b) the date on which the Seller, in its sole and absolute discretion, terminates the Forward Purchase
Agreement in whole or in part by providing a written notice to the Counterparty specifying the quantity by which the number of shares
subject to the Forward Purchase Agreement shall be reduced (such date, an “OET Date”), provided that the volume weighted
average price per share determined in accordance with the Forward Purchase Agreement (the “VWAP Price”) is greater than $5.00
for any 45 trading days during the prior 90 consecutive trading day period and average daily trading volume over such period equals at
least four times the Future Shortfall.
As described above, the Prepayment
Amount to be paid by the Counterparty to Seller for the Recycled Shares purchased by the Seller (if any) as described above will not
be equal to the full market value of such Recycled Shares; rather, it will be equal to the full market value less the Shortfall Amount
that Seller is obligated to pay to the Counterparty on the Prepayment Date. As the Counterparty is paying the Prepayment Amount to Seller
for any Recycled Shares purchased by Seller from funds in the Trust Account, and the Prepayment Amount is less the Shortfall Amount payable
by Seller to Counterparty, the Counterparty is retaining the Shortfall Amount, and as such, will receive that amount as cash proceeds
following the closing of the Business Combination (and has the ability to receive additional cash proceeds upon payment of the other
half of the Prepayment Shortfall).
Furthermore, as discussed below, the
other side of the trade of the Forward Purchase Agreement is the cash settlement of the hedging transaction following the valuation date
specified in the Forward Purchase Agreement, with the amount of cash settlement by the Seller determined based upon the future value
of the shares subject to the Forward Purchase Agreement minus $1.50 as a settlement amount adjustment. Although this is a forward purchase
arrangement, rather than a physical settlement in which the shares that are the subject of the Forward Purchase Agreement are delivered
to the Company by Seller, the Forward Purchase Agreement provides that the Seller will cash-settle the contractual obligation and deliver
a specified amount based upon the value of the shares following the settlement date under the Forward Purchase Agreement. Seller is obligated
to pay to Counterparty a cash settlement in respect of all of the shares that are the subject of the Forward Purchase Agreement (and
not just the Recycled Shares that will be used for calculating the Prepayment Amount and the Prepayment Shortfall, but also any Additional
Shares (as defined below) purchased by the Seller pursuant to the FPA Funding Amount Subscription Agreement (as defined below)), unless
the value of the shares is less than the $1.50 settlement amount adjustment, in which case neith
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
2024-06-26 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
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ALZAMEND NEURO, INC.
3480 Peachtree Road NE
Second Floor, Suite 103
Atlanta, GA 30326
June 26, 2024
VIA EDGAR AND ELECTRONIC MAIL
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, DC 20549
Attn: Lauren Hamill and Chris Edwards
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed June 3, 2024
File No. 333-279920
Dear Ms. Hamill and Mr. Edwards:
Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated June 14, 2024 (the “Comment Letter”) relating to the Registration
Statement on Form S-1 (“Form S-1”) referenced above.
The Company’s response is numbered to correspond
to the Staff’s comments and is being filed in conjunction with Amendment No. 1 to the Form S-1 (the “Amended S-1”).
For your convenience, the Staff’s comments contained in the Comment Letter has been restated below in its entirety, with the Company’s
response set forth immediately beneath each comment.
Registration Statement on Form S-1
Plan of Distribution, page 14
Comment No. 1. We note that the Purchase
Agreement provides that upon the occurrence of certain milestones, the Selling Stockholder will purchase up to 2,500 Preferred Shares,
of which the first 100 were sold on May 10, 2024 (the “First Tranche”), provided that in the event that the average closing
price of the Common Stock during the three trading days preceding the date of a Tranche Closing shall not be equal to or greater than
the Floor Price, then the applicable closing shall be delayed until such time as the price meets the required threshold. Because of this
condition, the Selling Stockholder is not irrevocably bound to purchase a set number of securities for a set purchase price at effectiveness.
As a result, please revise your registration statement to identify Orchid Finance LLC as an underwriter, as opposed to stating that the
Selling Stockholder "may be deemed" an underwriter as you have on page 14. For further guidance, please see C&DI 139.11
(Securities Act Sections), publicly available on the Commission's website.
Response No. 1. We have revised the plan
of distribution in response to the Staff’s comment to state that the Selling Stockholder is an underwriter, rather than “may
be deemed” an underwriter. In addition, we have inserted a similar statement that the Selling Stockholder is an underwriter on the
cover page of the prospectus. Please see the revised changes on the cover page and page 14 of the Amended S-1.
Comment No. 2. We note your disclosure
on page 14 indicating that the Selling Stockholder may sell its securities through one or more underwriters, broker-dealers or agents.
Please confirm your understanding that the retention by the Selling Stockholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
Response No. 2. We have revised this paragraph
in response to the Staff’s comment to delete such references. Notwithstanding the deleted language, the Company confirms its understanding
that if the Selling Stockholder were to retain an underwriter in connection with the sale of securities, it would constitute a material
change to the plan of distribution requiring a post-effective amendment.
General
Comment No. 3. Please revise your
registration statement to include executive compensation information for the fiscal year ended April 30, 2024, the most recently completed
fiscal year. Refer to Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K), publicly available on the Commission's website.
Response No. 3. We have revised the Amended
S-1 to include executive compensation information for the fiscal year ended April 30, 2024, the most recently completed fiscal year, in
accordance with Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K). Please see the section, “Executive Compensation”,
which starts on page 15 of the Amended S-1.
* * *
Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (844) 722-6333 or our General Counsel, Henry Nisser at (646) 650-5044.
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
2024-06-25 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP
1
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Alumis Inc.
280 East Grand Avenue
South San Francisco, California 94080
June 25, 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: Jessica Dickerson, Franklin Wyman, Kevin Vaughn, Tim Buchmiller
Re:
Alumis Inc.
Registration Statement on Form S-1, as amended (File No. 333-280068)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Alumis Inc. (the “Company”) hereby requests that the U.S. Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective
as of 4:00 p.m. Eastern time, on June 27, 2024, or as soon thereafter as possible, or at such other time as its legal counsel,
Cooley LLP, may request by telephone to the staff of the Commission.
Once the Registration Statement has been declared effective, please
orally confirm that event with David Peinsipp of Cooley LLP at (415) 693-2177 or, in his absence, Kristin VanderPas of Cooley LLP at (415)
693-2097.
Under separate cover, you will receive today a letter from the managing
underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration
Statement.
Very truly yours,
Alumis Inc.
/s/ Martin Babler
By:
Martin Babler
Title:
Chief Executive Officer
cc:
Roy Hardiman, Chief Business and Legal Officer, Alumis Inc.
Sara Klein, General Counsel, Alumis Inc.
David Peinsipp, Cooley LLP
Kristin VanderPas, Cooley LLP
2024-06-25 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP
1
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June 25, 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: Jessica Dickerson, Franklin Wyman, Kevin Vaughn, Tim Buchmiller
Re:
Alumis Inc.
Registration Statement on Form S-1
File No. 333-280068
Acceleration Request
Requested Date: June 27,
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”), Morgan Stanley & Co. LLC, Leerink Partners
LLC, Cantor Fitzgerald & Co. and Guggenheim Securities, LLC, as representatives of the several underwriters, hereby join Alumis
Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1
(File No. 333-280068) (the “Registration Statement”) to become effective on June 27, 2024, at 4:00
p.m., Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460
under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to
underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, 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, to the extent applicable.
[Signature Page Follows]
Very
truly yours,
MORGAN
STANLEY & CO. LLC
LEERINK
PARTNERS LLC
CANTOR
FITZGERALD & CO.
GUGGENHEIM
SECURITIES, LLC
As
representatives of the Underwriters
MORGAN
STANLEY & CO. LLC
By:
/s/
Chirag D. Surti
Name: Chirag
D. Surti
Title: Executive
Director
Leerink
Partners LLC
By:
/s/
Dan Dubin, M.D.
Name: Dan Dubin, M.D.
Title: Vice Chairman, Global Co-Head of Healthcare Investment Banking
Cantor
Fitzgerald & Co.
By:
/s/
Jason Fenton
Name: Jason
Fenton
Title: Global
Co-Head of ECM
Guggenheim
Securities, LLC
By:
/s/
Jordan Bliss
Name: Jordan Bliss
Title: Senior Managing Director
cc:
Roy
Hardiman, Chief Business and Legal Officer, Alumis Inc.
Sara
Klein, General Counsel, Alumis Inc.
David
Peinsipp, Cooley LLP
Kristin
VanderPas, Cooley LLP
B.
Shayne Kennedy, Latham & Watkins LLP
J.
Ross McAloon, Latham & Watkins LLP
[Signature Page to Acceleration Request]
2024-06-25 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm Company Acceleration Request VIA EDGAR June 26, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-280466 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Allurion Technologies, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 28, 2024 at 6:00 a.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. 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 Jeffrey Letalien at (212) 459-7203. If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin Procter LLP at (212) 459-7203. Sincerely, ALLURION TECHNOLOGIES, INC. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Brendan Gibbons, Esq., Allurion Technologies, Inc. Paul Rosie, Goodwin Procter LLP Jeffrey Letalien, Goodwin Procter LLP
2024-06-25 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm Underwriter Acceleration Request June 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Registration Statement on Form S-1 File No. 333-280466 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Allurion Technologies, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 6:00 a.m. ET on June 28, 2024, or as soon as thereafter practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We 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, JEFFERIES LLC /s/ Michael Robinson Name: Michael Robinson Title: Managing Director TD SECURITIES (USA) LLC /s/ Michael Campbell Name: Michael Campbell Title: Managing Director
2024-06-18 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP
1
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David Peinsipp
T: (415) 693 2177
dpeinsipp@cooley.com
June 18, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jessica Dickerson
Franklin Wyman
Kevin Vaughn
Tim Buchmiller
Re: Alumis Inc.
Registration Statement on
Form S-1
Filed on June 7, 2024
CIK No. 0001847367
Ladies and Gentlemen:
On behalf of Alumis Inc. (the “Company”),
the following information is submitted in response to the comments received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) by letter dated June 17, 2024 (the “Comment
Letter”) regarding the above-referenced Registration Statement on Form S-1, originally confidentially submitted to
the Commission on April 10, 2024, as amended on May 15, 2024, and subsequently filed with the Commission on June 7, 2024.
Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to Registration Statement on Form S-1
(the “Registration Statement”) with the Commission. In addition to addressing the comments raised by the Staff
in the Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement.
For the convenience of the Staff, the numbering
of the paragraphs below corresponds to the numbering of the respective comment in the Comment Letter, the text of which we have incorporated
into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses
below, page number references are to the Registration Statement.
Registration Statement on Form S-1, Filed on June 7,
2024
Business
Manufacturing, page 132
1. Please disclose the names of your principal
suppliers. Refer to Regulation S-K Item 101(h)(4)(v).
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 131 of the Registration Statement
to disclose the Company’s principal suppliers of raw materials in accordance with Regulation S-K Item 101(h)(4)(v).
Cooley LLP 3 Embarcadero Center 20th Floor San
Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 18, 2024
Page Two
Management
Composition of Our Board of Directors,
page 153
2. We note your revised disclosure that your
board of directors currently includes three vacancies, one of which you expect to fill prior
to the closing of this offering by mutual agreement of your board of directors pursuant to
the terms of a voting agreement. Given that your voting agreement provides certain of your
stockholders with the right to designate directors for election to your board of directors,
please revise your disclosure to clarify whether the vacancy you expect to fill is the vacancy
described in clause (vii) in the last paragraph on page 153.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 152 of the Registration Statement.
The Company respectfully advises the Staff that it is actively working to identify and appoint a seventh director that meets the qualifications
of the Commission and the listing rules of the Nasdaq Stock Market and that it intends for its board of directors to appoint this additional
director as a Class III director prior to the launch of the offering. This director will be appointed pursuant to the Company's Voting Agreement (as defined in the Registration Statement) to fill the vacancy
described in clause (vii) in the last paragraph on page 152. The Company expects to lower the number of seats on its board of directors
to seven, effective at the closing of the offering.
Certain
Relationships and Related Person Transactions, page 176
3. We note that, in your discussion of your
related person transactions with the BBA Funds, you removed certain disclosures regarding
your former director's, Julian C. Baker's, relationship with the BBA Funds. Similarly, we
note that you removed disclosures regarding your transactions with venBio Global Strategic
Fund IV, L.P., an entity affiliated with your former director, Richard Gaster. To the extent
that these transactions occurred while Julian C. Baker and Richard Gaster, as applicable,
served as your directors and such persons had a direct or indirect material interest in the
respective transactions, please revise this section to add back the disclosures of these
relationships or otherwise advise.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 177 to 179 of the Registration
Statement.
* * *
Please contact me at (415) 693 2177 with any questions or further
comments regarding our responses to the Staff’s comments.
Sincerely,
/s/ Dave Peinsipp
Dave Peinsipp
cc:
Martin Babler, Alumis Inc.
Roy Hardiman, Alumis Inc.
Sara Klein, Alumis Inc.
Kristin
VanderPas, Cooley LLP
Cooley LLP 3 Embarcadero Center
20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
2024-06-17 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 377-07178
United States securities and exchange commission logo
June 17, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280068
Dear Martin Babler:
We have reviewed your 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.
Registration Statement on Form S-1, Filed June 7, 2024
Business
Manufacturing, page 132
1.Please disclose the names of your principal suppliers. Refer to Regulation S-K Item
101(h)(4)(v).
Management
Composition of Our Board of Directors, page 153
2.We note your revised disclosure that your board of directors currently includes three
vacancies, one of which you expect to fill prior to the closing of this offering by mutual
agreement of your board of directors pursuant to the terms of a voting agreement. Given
that your voting agreement provides certain of your stockholders with the right to
designate directors for election to your board of directors, please revise your disclosure to
clarify whether the vacancy you expect to fill is the vacancy described in clause (vii) in
the last paragraph on page 153.
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
June 17, 2024 Page 2
FirstName LastName
Martin Babler
Alumis Inc.
June 17, 2024
Page 2
Certain Relationships and Related Person Transactions, page 176
3.We note that, in your discussion of your related person transactions with the BBA
Funds, you removed certain disclosures regarding your former director's, Julian C.
Baker's, relationship with the BBA Funds. Similarly, we note that you removed
disclosures regarding your transactions with venBio Global Strategic Fund IV, L.P., an
entity affiliated with your former director, Richard Gaster. To the extent that these
transactions occurred while Julian C. Baker and Richard Gaster, as applicable, served as
your directors and such persons had a direct or indirect material interest in the respective
transactions, please revise this section to add back the disclosures of these relationships or
otherwise advise.
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 Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Dave Peinsipp, Esq.
2024-06-14 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP
1
filename1.htm
BY EDGAR
David Peinsipp
T: (415) 693-2177
dpeinsipp@cooley.com
*FOIA Confidential Treatment Request*
Confidential Treatment Requested by ALUMIS INC.
In connection with its Registration Statement
on Form S-1 (File No. 333-280068)
June 14, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jessica Dickerson
Franklin Wyman
Kevin Vaughn
Tim Buchmiller
Re:
ALUMIS INC.
Draft Registration Statement on Form S-1
Submitted on April 11, 2024
CIK No. 0001847367
Ladies and Gentlemen:
On behalf of ALUMIS INC.
(the “Company”), we submit this supplemental 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 8, 2024 (the “Initial
Comment Letter”) regarding the above-referenced draft Registration Statement on Form S-1, as confidentially submitted to the
Commission on April 11, 2024, resubmitted to the Commission on May 15, 2023, and filed with the Commission on June 7,
2024 (the “Registration Statement”). This supplemental letter addresses comment 11 of the Initial Comment Letter.
Because of the commercially
sensitive nature of certain information contained herein, this supplemental letter is accompanied by the Company's request for confidential
treatment for selected portions of this supplemental letter. The Company has filed separate correspondence with the Office of Freedom
of Information and Privacy Act Operations in connection with its confidential treatment request, pursuant to Rule 83 of the Commission's
Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff's reference, we have enclosed a copy of the Company's correspondence
to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked
to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.
The Company respectfully requests that the
bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission,
17 C.F.R. §200.83, and that the Commission provide timely notice to David Peinsipp at (415) 693-2177 before it permits any disclosure
of the bracketed information in this letter.
For the convenience of the
Staff, we have recited the prior comment from the Initial Comment Letter in italicized type and have followed the comment with the Company's
response.
11. Once
you have an estimated offering price or range, please explain to us the reasons for any differences
between the recent valuations of your common stock leading up to the planned offering and
the midpoint of your estimated offering price range. This information will help facilitate
our review of your accounting for stock compensation.
FOIA Confidential Treatment Requested by ALUMIS
INC.
Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 14, 2024
Page Two
The Company's discussion
of its accounting for stock-based compensation is primarily contained within the sections of the Registration Statement entitled “Management's
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments
and Estimates—Stock-Based Compensation Expense and “—Determination of Fair Value of Common Stock” appearing on
pages 99-100 of the Registration Statement.
The
Company submits the below additional information to assist the Staff in its review of the Company's position with respect to its determination
of the fair value of the shares of common stock underlying its outstanding equity awards and the reasons for the difference between the
recent valuations of the common stock and the estimated offering price for its initial public offering (the “IPO”).
Stock Split
Prior
to the filing of the Registration Statement in connection with the launch of the Company’s road show, the Company will conduct
a reverse stock split (the “Stock Split”) of its common stock (currently anticipated to be at a ratio of 1-for-[***]). Each
share of the Company’s common stock and each option to purchase its common stock that is issued and outstanding immediately prior
to the effective date of the stock split will become [***] shares, with the option exercise price being adjusted proportionally. The
conversion rate of the Company’s outstanding shares of preferred stock will adjust accordingly to reflect the as-converted adjustments
to the common stock. Unless noted otherwise, all references to share and per share amounts in this memo does not give effect to the proposed
stock split.
Preliminary IPO Price Range
The
Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share (the “Preliminary
Price Range”) of the Company’s common stock for its IPO. The Preliminary Price Range does not reflect the impact of Stock
Split. On a post-reverse stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. The Preliminary
Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO,
with no weighting attributed to any other outcome for the Company’s business, such as remaining as a privately held company or
being sold in a change of control transaction.
As is typical in IPOs, the
Preliminary Price Range was not derived using a formal determination of fair value but was determined through discussions among the board
of directors of the Company (the “Board”), senior management of the Company and the lead underwriters for its IPO. Among
the factors (the “Price Range Factors”) that were considered in estimating the Preliminary Price Range were the following:
· the Company's financial
position and prospects;
· an
analysis of the typical valuation ranges seen in recent IPOs for comparable companies in
the Company's industry;
· the
general conditions of the securities market and the recent market prices of, and the demand
for, publicly traded common stock of comparable companies; and
· feedback
from potential investors following “testing the waters” meetings that occurred
from March through June 2024, which suggested that there was investor’ interest
in the Company at a step-up in valuation from its last private financing round.
FOIA Confidential Treatment Requested by ALUMIS
INC.
Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 14, 2024
Page Three
The actual bona fide price
range to be included in the Registration Statement has not yet been determined and remains subject to adjustment based on further discussions
between the Company and the lead underwriters, developments in the Company's business, market conditions and other factors that are outside
of the Company's control. However, the Company believes that the actual bona fide price range will be within the Preliminary Price Range.
In addition, the actual bona fide price range to be included in the Registration Statement will be reflected in an amendment to the Registration
Statement that will be filed before the commencement of the road show and will comply with the Staff's interpretations regarding the
permissible parameters of a bona fide price range.
Summary of Recent Equity Awards
The following table summarizes
by grant date the number of stock options granted by the Company since January 1, 2023, the exercise price per share of common stock
underlying the stock options and the estimated fair value of a share of common stock on each grant date:
Grant Date
Number
of
Shares
Underlying
Equity Awards
Exercise
Price
Per Share
Estimated Common
Stock
Fair Value
Per Share
on Date of Grant
February 10, 2023*
[***]
$
[***]
$
[***]
March 13, 2023*
[***]
$
[***]
$
[***]
June 22, 2023*
[***]
$
[***]
$
[***]
July 18, 2023*
[***]
$
[***]
$
[***]
August 7, 2023*
[***]
$
[***]
$
[***]
October 9, 2023*
[***]
$
[***]
$
[***]
December 11, 2023*
[***]
$
[***]
$
[***]
March 29, 2024*
[***]
$
[***]
$
[***]
May 6, 2024*
[***]
$
[***]
$
[***]
June 6, 2024
[***]
$
[***]
$
[***]
*
The estimated common stock fair value for grants from February 2023 to May 2024 was interpolated on a straight-line
basis between the valuation reports’ dates in connection with a fair value assessment for accounting purposes.
No other stock options or stock-based awards have
been approved by the Board from January 1, 2023, through the date of this supplemental letter and the Company does not expect to
make any additional grants prior to the completion of its IPO other than grants that would become effective at the pricing of the IPO
and granted at the IPO price.
Determination of Common Stock Fair Value Prior to IPO
As
there has been no public market for the Company’s common stock to date, the estimated fair value of the common stock underlying
the Company’s stock option awards has been determined by the Board as of each option grant date with input from management, considering
the most recently available third-party valuations of common stock and the Board’s assessment of additional objective and subjective
factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the
grant. The Company, specifically the Board, assumed responsibility for the estimates of fair value of its common stock in the consolidated
financial statements. The Company utilized 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 “Practice Aid”).
FOIA Confidential Treatment Requested by ALUMIS
INC.
Cooley LLP 3 Embarcadero Center 20th Floor San
Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 14, 2024
Page Four
Prior to May 2023, the
Company utilized an Option Pricing Method (“OPM”) based analysis, primarily the OPM backsolve methodology, to determine the
estimated fair value of the common stock. Within the OPM framework, the backsolve method, for inferring the total equity value implied
by a recent financing transaction or by an estimated equity value of the Company’s pipeline product candidates, involves the construction
of an allocation model that takes into account the Company’s capital structure and the rights, preferences and privileges of each
class of stock, then assumes reasonable inputs for the other OPM variables (expected time to liquidity, volatility, and risk-free rate).
The total equity value is then iterated in the model until the model output value for the equity class sold in a recent financing round
equals the price paid in that round. The OPM is generally utilized when specific future liquidity events are difficult to forecast (i.e.,
the enterprise has many choices and options available), and the enterprise’s value depends on how well it follows an uncharted
path through the various possible opportunities and challenges. In determining the estimated fair value of the common stock, the board
of directors also considered the fact that the stockholders could not freely trade the common stock in the public markets. Accordingly,
the Company applied discounts to reflect the lack of marketability of its common stock based on the weighted-average expected time to
liquidity. The estimated fair value of the common stock at each grant date reflected a non-marketability discount partially based on
the anticipated likelihood and timing of a future liquidity event.
For valuations performed
on and after May 2023, the Company utilized a hybrid method that combines the Probability-Weighted Expected Return Method (“PWERM”),
an accepted valuation method described in the Practice Aid, and the OPM. The Company determined this was the most appropriate method
for determining the fair value of its common stock based on the stage of development and other relevant factors. The PWERM is a scenario-based
analysis that estimates the value per share of common stock based on the probability-weighted present value of expected future equity
values for the common stock, under various possible future liquidity event scenarios, considering the rights and preferences of each
class of shares, discounted for a lack of marketability. Under the hybrid method, an option pricing model was utilized to determine the
fair value of the Company’s common stock in certain of the PWERM scenarios (capturing situations where its development path and
future liquidity events were difficult to forecast), potential exit events were explicitly modeled in the other PWERM scenarios. A discount
for lack of marketability was applied to the value derived under each scenario to account for a lack of access to an active public market
to estimate the common stock fair value.
The following table summarizes
the dates of these independent third-party valuations and the suggested fair value per share of common stock and total estimated equity
value of the Company.
Valuation
Date as of
Estimated
Fair Market Value per
share of Common Stock
Estimated
Equity Value
(in millions)**
December 17, 2022
$
[***]
$
[***]
May 9, 2023
$
[***]
$
[***]
June 30, 2023*
$
[***]
$
[***]
September 20, 2023
$
[***]
$
[***]
March 4, 2024
$
[***]
$
[***]
March 4, 2024*
$
[***]
$
[***]
April 1, 2024
$
[***]
$
[***]
May 29, 2024
$
[***]
$
[***]
FOIA Confidential Treatment Requested by ALUMIS
INC.
Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 14, 2024
Page Five
* June 30, 2023
and March 4, 2024 valuation reports were prepared by the third-party valuation specialist for accounting purposes only based on
the retrospective review of the valuations completed and approved by the Board and considering accounting for subsequent tranches included
in Series B-2 and Series C preferred stock financings.
**Estimated equity value
is calculated based on probabilities weighting of the IPO scenario and staying private scenario valuations.
For options that were granted
between valuation report issuance dates, the Board considered the amount of time that had passed since the last valuation and assessed
if there had been any significant changes to the estimated fair value of the Company’s common stock since the date of the last
valuation. In addition to considering the results of independent third-part
2024-06-14 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077) File: 333-279920
United States securities and exchange commission logo
June 14, 2024
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re:Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed June 3, 2024
File No. 333-279920
Dear Stephan Jackman:
We have conducted a limited review of your 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.
Registration Statement on Form S-1
Plan of Distribution, page 14
1.We note that the Purchase Agreement provides that upon the occurrence of certain
milestones, the Selling Stockholder will purchase up to 2,500 Preferred Shares, of which
the first 100 were sold on May 10, 2024 (the “First Tranche”), provided that in the event
that the average closing price of the Common Stock during the three trading days
preceding the date of a Tranche Closing shall not be equal to or greater than the Floor
Price, then the applicable closing shall be delayed until such time as the price meets the
required threshold. Because of this condition, the Selling Stockholder is not irrevocably
bound to purchase a set number of securities for a set purchase price at effectiveness. As a
result, please revise your registration statement to identify Orchid Finance LLC as
an underwriter, as opposed to stating that the Selling Stockholder "may be deemed" an
underwriter as you have on page 14. For further guidance, please see C&DI
139.11 (Securities Act Sections), publicly available on the Commission's website.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
June 14, 2024 Page 2
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 14, 2024
Page 2
2.We note your disclosure on page 14 indicating that the Selling Stockholder may sell
its securities through one or more underwriters, broker-dealers or agents. Please confirm
your understanding that the retention by the Selling Stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
General
3.Please revise your registration statement to include executive compensation information
for the fiscal year ended April 30, 2024, the most recently completed fiscal year. Refer to
Item 402 of Regulation S-K and C&DI 217.11 (Regulation S-K), publicly available on the
Commission's website.
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 Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Henry Nisser
2024-06-07 - CORRESP - ALUMIS INC. (ALMS) (CIK 0001847367)
CORRESP
1
filename1.htm
David Peinsipp
T: (415) 693 2177
dpeinsipp@cooley.com
June 7, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Franklin Wyman
Kevin Vaughn
Jessica Dickerson
Tim Buchmiller
Re: Alumis
Inc.
Amendment No. 1 to Draft Registration Statement
on Form S-1
Submitted on May 15, 2024
CIK No. 0001847367
Ladies and Gentlemen:
On behalf of Alumis Inc. (the “Company”),
the following information is submitted in response to the comments received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) by letter dated May 30, 2024 (the “Comment
Letter”) regarding the above-referenced Amendment No. 1 to Draft Registration Statement on Form S-1, as confidentially
submitted to the Commission on May 15, 2024. Concurrently with the submission of this response letter, the Company is filing its
Registration Statement on Form S-1 (the “Registration Statement”) with the Commission. In addition to addressing
the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in the
Registration Statement.
For the convenience of the Staff, the numbering
of the paragraphs below corresponds to the numbering of the respective comment in the Comment Letter, the text of which we have incorporated
into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below,
page number references are to the Registration Statement.
Amendment No. 1 to Draft Registration Statement on Form S-1
submitted on May 15, 2024
Prospectus Summary, page 1
1. We note your response to prior comment 2 and the added cross reference on page 3 to "Management's
Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments" for "additional
information" about your acquisition of ESK-001 via the FronThera Acquisition. Please provide us with an analysis of why the acquisition,
and the related milestone payment obligations, are not sufficiently material to be disclosed directly in your prospectus summary, or revise
as appropriate.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 3 of the Registration Statement
to include specific reference to the contingent milestone payment obligations in the cross reference. The Company respectfully advises
the Staff that the Company believes the cross reference to “Management's Discussion and Analysis of Financial Condition and Results
of Operations” is sufficient disclosure in accordance with Regulation S-K, Item 503, and
the instructions thereto, which provide that the prospectus summary should include a brief overview of the “key” or “most
significant” aspects of the offering and “is not required to contain . . . all of the detailed information in the prospectus.”
Given that Item 503 does not include a materiality standard, the Company believes it is appropriate to limit the FronThera Acquisition
disclosure to (i) the fact that ESK-001 was acquired in the FronThera Acquisition and (ii) the aforementioned cross-reference,
as it does not believe that the details of the FronThera Acquisition and related stock purchase agreement (the “Purchase Agreement”)
are amongst the “most significant” or “key” aspects of the offering. In addition, the Company believes that repeating
details of the terms of the Purchase Agreement, which are already disclosed in the cross-referenced section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” (as well in the notes to the financial statements) would
result in repetitive disclosure that does not provide meaningful benefit to investors.
Cooley
LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 7,
2024
Page Two
2. We have evaluated the materiality analysis in the response to prior comment 2 as to whether the stock
purchase agreement should be filed as an exhibit in accordance with Item 601(b)(10) of Regulation S-K and do not necessarily agree
with that analysis given that you acquired your most advanced product candidate pursuant to the stock purchase agreement, the aggregate
total contingent consideration under the agreement amounts to $120 million, and $23 million of the proceeds from your offering will be
used to satisfy a portion of that consideration. It also appears that the stock purchase agreement should be filed in accordance with
Item 601(b)(2)(i) of Regulation S-K. Please file the agreement as an exhibit or further advise.
Response:
In response to the Staff's comment, the Company has filed the stock purchase agreement as Exhibit 10.22.
Use of Proceeds, page 75
3. We note your response to prior comment 9. Specifically, we note your added disclosure regarding your
intended use of proceeds to "advance" the clinical development of ESK- 001 in certain clinical trials and to "advance"
your preclinical development activities for your IRF5 program. Although we understand from your disclosure that the proceeds will not
be sufficient to complete the clinical development of your product candidates, please further revise your disclosure to clarify how far
into the specified ESK-001 clinical trials and IRF5 preclinical development activities you anticipate the allocated proceeds from this
offering will enable you to reach. For example, when discussing your intent to use a portion of the offering proceeds to "advance"
the clinical development of A-005, you disclose your expectation for "completing" the SAD and MAD portions of your Phase 1 study
in healthy volunteers.
Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 7,
2024
Page Three
Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 76 of the Registration Statement.
Business
Our Precision
Approach and Capabilities, page 105
4. We note your responses to prior comments 12 and 15. Specifically, we note your statements that your
proprietary precision data analytics platform, or your proprietary genetic database, includes your own clinical genetic, genomic, and
proteomic data, data from public third-party sources, and management’s own genomic insights, supported by the data analytics services
you continue to receive from Foresite Labs. Please revise your disclosure in this section to include similar disclosure, or tell us why
you do not believe such disclosure is appropriate.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 4, 105 and 107 of the
Registration Statement.
Preliminary Results from the Ongoing OLE Trial, page 116
5. We note from your response to prior comment 18 that, as is typical for open label extension (OLE) trials,
your ongoing OLE trial is not powered for statistical significance. Please revise to disclose this substantive portion of your response.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 116 of the Registration Statement.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 120
6. We note your response to prior comment 20. Please revise the disclosure in this section of the prospectus to include disclosure
similar to that in your response, clarifying the purpose for your selection of Otezla as the comparator in your Phase 3 clinical trials
of ESK-001 in PsO. In addition, please revise the "Competition" section on page 132, as appropriate, to clarify whether
ESK-001, if approved, would compete with Otezla, in addition to Sotyktu. In this regard, we note from your response that Otezla is one
of the most widely used psoriasis oral drugs.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 23, 121 and 132 of the
Registration Statement.
Certain Relationships
and Related Person Transactions, page 175
7. We note your response to prior comment 28, and we reissue the comment in part. Please revise your disclosure
in footnotes 5 and 6 to the table on page 178 and in the footnotes on pages 181-182 to clarify what will happen to the redeemable
convertible preferred stock held by the corresponding stockholders.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 176 to 179 of the Registration
Statement.
* * *
Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
U.S. Securities and Exchange Commission
June 7,
2024
Page Four
Please contact me at (415) 693 2177 with any questions or further
comments regarding our responses to the Staff’s comments.
Sincerely,
/s/
Dave Peinsipp
Dave Peinsipp
cc:
Martin Babler, Alumis Inc.
Roy Hardiman, Alumis Inc.
Sara Klein, Alumis Inc.
Kristin VanderPas, Cooley LLP
Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004
t: +1 415 693 2000 f: +1 415 693 2222 cooley.com
2024-06-07 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) File: 333-279902
United States securities and exchange commission logo
June 7, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-279902
Dear Shantanu Gaur:
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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Paul R. Rosie, Esq.
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]
2024-06-03 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979) File: 377-07242
United States securities and exchange commission logo
June 3, 2024
Shantanu Gaur
Chief Executive Officer
Allurion Technolgies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technolgies, Inc.
Draft Registration Statement on Form S-1
Submitted May 28, 2024
CIK No. 0001964979
Dear Shantanu Gaur:
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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon, Esq.
2024-05-30 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 377-07178
United States securities and exchange commission logo
May 30, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 15, 2024
CIK No. 0001847367
Dear Martin Babler:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted May 15, 2024
Prospectus Summary, page 1
1.We note your response to prior comment 2 and the added cross reference on page 3 to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations—Contractual Obligations and Commitments" for "additional information"
about your acquisition of ESK-001 via the FronThera Acquisition. Please provide us with
an analysis of why the acquisition, and the related milestone payment obligations, are not
sufficiently material to be disclosed directly in your prospectus summary, or revise as
appropriate.
2.We have evaluated the materiality analysis in the response to prior comment 2 as to
whether the stock purchase agreement should be filed as an exhibit in accordance with
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 30, 2024 Page 2
FirstName LastNameMartin Babler
Alumis Inc.
May 30, 2024
Page 2
Item 601(b)(10) of Regulation S-K and do not necessarily agree with that analysis given
that you acquired your most advanced product candidate pursuant to the stock purchase
agreement, the aggregate total contingent consideration under the agreement amounts to
$120 million, and $23 million of the proceeds from your offering will be used to satisfy a
portion of that consideration. It also appears that the stock purchase agreement should be
filed in accordance with Item 601(b)(2)(i) of Regulation S-K. Please file the agreement as
an exhibit or further advise.
Use of Proceeds, page 75
3.We note your response to prior comment 9. Specifically, we note your added disclosure
regarding your intended use of proceeds to "advance" the clinical development of ESK-
001 in certain clinical trials and to "advance" your preclinical development activities for
your IRF5 program. Although we understand from your disclosure that the proceeds will
not be sufficient to complete the clinical development of your product candidates, please
further revise your disclosure to clarify how far into the specified ESK-001 clinical trials
and IRF5 preclinical development activities you anticipate the allocated proceeds from
this offering will enable you to reach. For example, when discussing your intent to use a
portion of the offering proceeds to "advance" the clinical development of A-005, you
disclose your expectation for "completing" the SAD and MAD portions of your Phase 1
study in healthy volunteers.
Business
Our Precision Approach and Capabilities, page 105
4.We note your responses to prior comments 12 and 15. Specifically, we note your
statements that your proprietary precision data analytics platform, or your proprietary
genetic database, includes your own clinical genetic, genomic, and proteomic data, data
from public third-party sources, and management’s own genomic insights, supported by
the data analytics services you continue to receive from Foresite Labs. Please revise your
disclosure in this section to include similar disclosure, or tell us why you do not believe
such disclosure is appropriate.
Preliminary Results from the Ongoing OLE Trial, page 116
5.We note from your response to prior comment 18 that, as is typical for open label
extension (OLE) trials, your ongoing OLE trial is not powered for statistical
significance. Please revise to disclose this substantive portion of your response.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 120
6.We note your response to prior comment 20. Please revise the disclosure in this section of
the prospectus to include disclosure similar to that in your response, clarifying the purpose
for your selection of Otezla as the comparator in your Phase 3 clinical trials of ESK-001
in PsO. In addition, please revise the "Competition" section on page 132, as appropriate,
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 30, 2024 Page 3
FirstName LastName
Martin Babler
Alumis Inc.
May 30, 2024
Page 3
to clarify whether ESK-001, if approved, would compete with Otezla, in addition to
Sotyktu. In this regard, we note from your response that Otezla is one of the most widely
used psoriasis oral drugs.
Certain Relationships and Related Person Transactions, page 175
7.We note your response to prior comment 28, and we reissue the comment in part. Please
revise your disclosure in footnotes 5 and 6 to the table on page 178 and in the footnotes on
pages 181-182 to clarify what will happen to the redeemable convertible preferred stock
held by the corresponding stockholders.
Please contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Dave Peinsipp, Esq.
2024-05-24 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 333-278994
United States securities and exchange commission logo
May 24, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-278994
Dear Vincent Browne:
We have conducted a limited review of your registration statement and have the
following comment(s).
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.
Registration Statement on Form S-1 filed April 29, 2024
General
1.Please revise your disclosure to reflect applicable corresponding revisions made in
response to our comment letters dated February 15, 2024 and May 24, 2024 regarding
your Form S-1 (333-276630) initially filed on January 19, 2024.
FirstName LastNameVincent Browne
Comapany NameAlternus Clean Energy, Inc.
May 24, 2024 Page 2
FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
May 24, 2024
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 Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ross David Carmel, Esq.
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712) 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
2024-05-08 - UPLOAD - ALUMIS INC. (ALMS) (CIK 0001847367) File: 377-07178
United States securities and exchange commission logo
May 8, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Draft Registration Statement on Form S-1
Submitted April 11, 2024
CIK No. 0001847367
Dear Martin Babler:
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 Submitted April 11, 2024
Cover Page
1.Disclose whether your offering is contingent upon final approval of your Nasdaq Global
Market listing on your cover page. Please ensure the disclosure is consistent with your
underwriting agreement.
Prospectus Summary
Overview, page 1
2.We note your disclosure on page 29 that you acquired ESK-001 via a stock purchase of
FronThera U.S. Holdings, Inc. and its wholly-owned subsidiary, FronThera U.S.
Pharmaceuticals LLC, and your disclosure on page 88 that, under the stock purchase
agreement, you are obligated to pay contingent consideration of up to $120.0 million
based on the achievement of specified clinical and commercialization milestones. If any of
the material product candidates you are developing were acquired in this transaction,
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 2
FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 2
please include appropriate disclosure in your prospectus summary and include disclosure
regarding these potential milestone payments. Please also tell us why it would not be
appropriate to file this stock purchase agreement as an exhibit to the registration
statement. Refer to Item 601(b)(10) of Regulation S-K.
Our Pipeline, page 2
3.We note your statements in the first paragraph of this section and on pages 4, 97, and 98
regarding the opportunity to develop a "best-in-class" profile for ESK-001. Given the
development stage of your programs and length of the drug approval process, it appears to
be premature to speculate or imply that ESK-001 will be approved or become best-in-class
for any indication at this time. Please revise these statements and any similar statements
throughout.
4.We note your statements that your clinical trial "data demonstrated that ESK-001’s ability
to maximally inhibit TYK2 translates to the achievement of high rates of response…in
patients, with response rates in the range observed with existing biologic therapies" and
that your Phase 2 STRIDE trial "met its primary endpoint, the proportion of patients
achieving a 75% improvement…at week 12 compared to placebo." To balance the
disclosure in your prospectus summary, please disclose any adverse events observed in the
Phase 2 STRIDE trial or include a cross reference to the relevant disclosure in the
"Business" section. In this regard, we note your disclosure of adverse events in your Phase
2 STRIDE trial and in your open label extension on pages 107, 108, and 110. Please also
clarify what you mean by "maximally inhibit TYK2" since from the figure on page 111 it
does not appear that TYK2 is completely inhibited at the dose ranges shown in that figure.
5.We note your disclosure on pages 3 and 96 that "A-005 has demonstrated protective
effects in multiple in vivo disease models of neuroinflammation." Please briefly describe
the preclinical studies and the results thereof that led to this conclusion. If
the experimental autoimmune encephalitis (EAE) model is the model that supports this
disclosure, please make that clear.
6.We note your disclosure on page 114 that you are evaluating ESK-001 in an ongoing
Phase 2a clinical trial in patients with Uveitis. Since it appears that the related arrow in
your pipeline table is half-way through the Phase 2 portion of the row, please tell us if it
would be appropriate to shorten the arrow in that row to reflect that you are still in Phase
2a of the trial. Also clarify if you anticipate conducting a Phase 2b trial prior to
proceeding to a Phase 3 trial for this indication.
7.We note your disclosure on page 116 that you intend to pursue MS as your initial
indication for A-005. If you have not definitively selected MS as your targeted indication
for A-005, please tell us why it is appropriate to include a row for A-005 in your pipeline
table here and on page 97 or revise your disclosure as appropriate.
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 3
FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 3
Our Strategy, page 4
8.We note your description here and on page 98 that A-005 is a "potential first-in-class
allosteric TYK2 inhibitor designed to penetrate the CNS to treat neuroinflammation."
Please remove the references to "first-in-class" or explain why you believe A-005 is a
"potential first-in-class" allosteric TYK2 inhibitor, including, for example, whether you
are aware of any competing product candidates that are further along in the development
process.
Use of Proceeds, page 73
9.We note that you intend to use the proceeds from this offering for multiple purposes,
including "to fund clinical development and related studies for product candidates as well
as [y]our activities in preparation for such clinical development." We also note your
disclosure that the proceeds "will not be sufficient for [you] to fund [y]our programs
through regulatory approval and commercialization" and that you "will need to raise
substantial additional capital in order to do so." Please revise your disclosures in this
section to:
•identify how you intend to allocate the proceeds among the various intended
purposes;
•clarify which products or programs you currently intend to fund with the proceeds
from this offering;
•disclose how far into the development process you anticipate such proceeds will
enable you to reach; and
•state the anticipated amount of other funds, if any, that may be necessary to
accomplish the specific purposes for which the proceeds are to be obtained.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Sources of Liquidity, page 86
10.We note your disclosure in the third paragraph that, prior to the occurrence of certain
timelines or events, you have an obligation to sell additional shares of your Series C
redeemable convertible preferred stock. Please revise your disclosure to clarify whether
the described obligations are eliminated after the earlier to occur of the listed timelines or
events or update your disclosure when appropriate to indicate how these obligations have
been satisfied.
Critical Accounting Policies and Significant Judgments and Estimates
Stock Compensation Expense, page 90
11.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common stock leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
facilitate our review of your accounting for stock compensation.
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 4
FirstName LastNameMartin Babler
Alumis Inc.
May 8, 2024
Page 4
Business
Our Precision Approach and Capabilities, page 98
12.We note your references to "[y]our precision data analytics platform" throughout the
prospectus. We further note your reference on page 98 to benefitting from Foresite Labs’
data platform and your establishment of "a precision data analytics platform" with
Foresite Labs’ capabilities as a foundation. Please clarify whether you own or in-license
the precision data analytics platform discussed throughout the prospectus, and if in-
licensed, please briefly describe the material terms of the license agreement or other
arrangement.
13.Please explain the basis for your belief "that the application of insights from [y]our
internal efforts, combined with [y]our Foresite Labs collaboration, may ultimately bring
forth the most effective, paradigm-shifting medications by optimizing [certain] design
elements." In addition, explain what you mean by "paradigm-shifting." To the extent
material, please also address, in the risk factors section, the potential risks that could arise
in the event your collaboration with Foresite is terminated.
14.At the bottom of page 99, you describe the figure at the top of page 100 as an illustration
of the indications that you "are pursuing" for your TYK2 franchise. Please revise this
sentence to clarify the indications you are currently pursuing and which ones are potential
additional indications of interest.
Right Target, page 99
15.Please clarify if the proprietary genetic database you refer to was developed by you or in-
licensed or acquired. Please also indicate the basis for your belief that drugs with
indications supported by human genetics have twice the likelihood of success in Phase 2
and Phase 3 clinical development.
Right Molecule, page 99
16.Please clarify if you designed ESK-001 and A-005 using the methods described in the
first bullet point of this section.
Role of TYK2 in Immunology, page 101
17.In the second bullet point at the top of page 3, you state you design your molecules to
achieve maximal target engagement and a "safe pharmacological profile." In the last
sentence on page 101, you state, "this TYK2 variant does not appear to significantly
increase susceptibility to serious infections, suggesting that TYK2 inhibition may be
associated with an optimal balance between efficacy and safety." We note similar
disclosures on page 111 that your "STRIDE Phase 2 clinical trial and open label extension
trial in PsO demonstrated that ESK-001 at a dose of 40 mg BID was well tolerated and
highly efficacious" and on page 117 that "A-005 can effectively inhibit TYK2 microglial
responses in primary microglia derived from human induced pluripotent
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 5
FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 5
stem cell…." Please revise your prospectus to remove any statements regarding efficacy
or safety determinations as such determinations are solely within the authority of the
FDA.
Preliminary Results from the Ongoing OLE Trial, page 108
18.Please disclose whether the ongoing OLE trial is powered for statistical significance, and
if so, disclose the p-values for the preliminary results discussed in this section.
19.We note your disclosure on page 110 that there have been five serious adverse events in
the OLE trial, including two that you have assessed to be possibly related to study drug.
Similar to your disclosure in the risk factor on page 18, please disclose here the nature of
these serious adverse events.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 112
20.Please disclose the regulatory jurisdictions where you intend to conduct your proposed
Phase 3 clinical trials for ESK-001 in PsO. We also note your disclosure that ESK-001 has
the potential to be a best-in-class TYK2 inhibitor and that, if approved, ESK-001 would
compete with several currently approved or late-stage oral clinical therapeutics, including
Sotyktu. Given that disclosure, please clarify your reasons for using Otezla as a
comparator and clarify how you would substantiate your intended best-in-class claims
with results from these trials.
Ongoing Phase 2b LUMUS trial of ESK-001 in SLE, page 113
21.Please disclose the regulatory jurisdictions where you are conducting your Phase 2b
clinical trial. We also note your disclosure that this trial is designed to potentially serve as
the first of two pivotal trials. Please clarify if this means that you might be able to have the
Phase 2b trial serve as the basis for seeking regulatory approval or if you would need to
conduct Phase 3 trials.
A-005: Our CNS Penetrant Allosteric TYK2 Inhibitor, page 116
22.We note your disclosure here and on page 119 that you have initiated a "multi-cohort
investigation to assess…orally-administered A-005." Please clarify whether this is a
different study than the Phase 1 study of A-005 that you reference on pages 1, 3, 79, 95,
and 96. In addition, describe the clinical protocol for the Phase 1 study and, if different,
for this investigation, including any primary and secondary endpoints.
A-005 Preclinical Validation, page 117
23.Please provide some additional narrative explaining the data presented in the figures on
pages 117 and at the top of page 118.
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 6
FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 6
First in human study, page 119
24.Please disclose the regulatory jurisdiction where this study is being conducted.
Foresite Labs Collaboration, page 120
25.We note your disclosure regarding your Services Agreement with Foresite Labs, a related
party. Please tell us what consideration you gave to filing this Services Agreement as an
exhibit to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.
Government Regulation, page 124
26.We note from page 123 that you "intend to commercialize [y]our product candidates, if
approved, in key markets in the United States, the European Union, and APAC…." We
also note from page 112 that you have received and incorporated feedback from the FDA
and the CHMP in Europe in your proposed Phase 3 program in PsO and that you have
requested regulatory feedback from the PMDA in Japan. However, the government
regulation discussion in this section only substantively addresses the United States. Please
tell us what consideration you gave to also addressing applicable government regulations
regarding Europe and Japan.
Management
Composition of Our Board of Directors, page 137
27.We note your disclosure that you have one vacancy on your board of directors and that the
vacancy is a position that, under the terms of a voting agreement you entered into with
certain of your stockholders, is to be filled, upon mutual agreement of your board of
directors, by a person who is not otherwise your employee or affiliate. We further note
your disclosure that the voting agreement will terminate upon closing of the offering.
Please revise your disclosure to clarify your intent with respect to the vacancy, including
whether you intend to fill the vacancy pursuant to the terms of the voting agreement prior
to its termination or otherwise pursuant to the terms of your constituent documents after
closing of this offering.
Certain Relationships and Related Person Transactions
Series B and Series B-1 Redeemable Convertible Preferred Stock Financing, page 158
28.In footnote 3 to the table, you state, "Immediately prior to the closing of this offering, all
shares of our redeemable convertible preferred stock held by entities affiliated with BBA
will convert into...shares of [y]our common stock and...shares of [y]our non-voting
common stock." You do not include a similar statement in footnotes 2 and 4 to the table.
Please revise your footnote disclosure to disclose what will happen to the redeemable
convertible preferred stock held by the other entities in the table in connection with the
closing of this offering. In this regard, we note your disclosure on page 166 that
"[a]ll...outstanding shares of redeemable convertible preferred stock will be converted into
FirstName LastNameMartin Babler
Comapany NameAlumis Inc.
May 8, 2024 Page 7
FirstName LastNameMartin Babler
Alumis Inc.
May 8, 2024
Page 7
an aggregate of...shares of common stock
2024-05-06 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
May 6, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,
Division of Corporation Finance, Office of Energy
& Transportation
Re: Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed January 19, 2024
File No. 333-276630
Dear Ladies and Gentlemen:
On behalf of our client, Alternus Clean Energy,
Inc. (the “Company”), we submit this letter setting forth the response of the Company to the comments provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated February 15, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-1 (the “Registration Statement”).
For your convenience, we have reproduced below
in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Registration Statement.
Registration Statement filed January 19, 2024
Cover Page
1. For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 34, 44, and 111
of the Registration Statement.
2. We note your disclosure in your second paragraph regarding:
● the exercise prices of the Warrants compared to the market
price of the underlying securities;
● your belief that the likelihood that warrant holders will
exercise their Warrants for cash and therefore the amount of cash proceeds that you would receive, is dependent upon the trading price
of your common stock; and
● your further belief that, if the market price for your
common stock is less than the exercise price of the Warrants (on a per share basis), it will be unlikely that holders will exercise their
Warrants.
Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity
and update the discussion on the ability of the Company to fund your operations on a prospective basis with your current cash on hand.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure in relevant sections of the Registration Statement.
3. We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Highlight
the significant negative impact sales of shares on this registration statement could have on the public trading price of the Company's
common stock.
Company Response. The Company
acknowledges the Staff's comment and has made the requested additional disclosure on cover page, and page 44 of the Registration Statement.
Prospectus Summary
Recent Developments
Solis Bond Extension, page 3
4. Please update your disclosure in this section and elsewhere to reflect the developments related
to the Solis Bonds as reported in your Form 8-K filed January 31, 2024.
Company Response. The Company
acknowledges the Staff's comment and has made the requested update on pages 3, 21, 58 of the Registration Statement, including several
risk factors addressing the Solis Bonds.
Additionally the Company would like
to update the Staff that “On May 1, 2024 Solis made an interest payment of Euro 1,000,000 (approx. USD 1,069,985.00) to the Bondholders,
which is approximately 50% of the total interest due for the first quarter of 2024. The remaining interest amount will be paid alongside,
and in addition to, the next interest payment due July 6, 2024 from Solis’ ongoing business operations. Solis will incur a late
payment penalty in accordance with the Bond Terms, which will also be paid on July 2024.” The same disclosure has been made
and maintained in the Company’s current amendment to its Registration Statement on page 3.
Risk Factors
The shares of common stock being offered in
this prospectus represent a substantial percentage
of our outstanding common stock..., page 32
5. We note your risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Company's common stock. To further illustrate this risk please
also disclose the purchase price of all the securities being registered for resale.
Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 34, 44, and 111
of the Registration Statement.
2
Notes to Unaudited Pro Forma Condensed Combined
Financial Statements
Forward Purchase Agreement, page 44
6. We note your disclosures on pages 44-46 regarding the Forward Purchase Agreement and the PIPE Subscription
Agreement. Please revise to better describe the purpose for entering into the PIPE Subscription Agreement, and the inter-relationship
between it and the Forward Purchase Agreement. Also, please disclose the net proceeds to the Company from this arrangement and discuss
- here, and in added risk factor disclosure, as appropriate - risks associated with these arrangements. Lastly, please revise to indicate
whether Clean Earth Acquisitions Corp., the Company, or their directors, officers, advisors or respective affiliates had material relationships
with the PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.
Company Response. The Company
acknowledges the Staff’s comment and notes that the Company’s Unaudited Pro Forma Condensed Combined Financial Statements
have been removed from the Registration Statement since the Registration Statement now contains the Company’s audited consolidated
financial statements for the fiscal year ended 2023. We refer the Staff to the discussion of the Forward Purchase Agreement in Footnotes
4 and 5 thereto of the same notes to the consolidated financial statements of the Company as of December 31, 2023. Further this this,
the Company submits that the Foward Purchase Agreement did not involve any related party transactions and there are/were no material relationships
between the Company (then Clean Earth Acquisition Corp.), our largest shareholder Alternus Energy Group Plc (“AEG”) and, their
directors, officers, advisors or redpective affiliates on the one hand and the PIPE/FPA investors on the other at the time the PIPE and
FPA agreements were negotiated and entered into. However, one of Meteora Entities’s related investment funds entered into an investment
agreement subscribing for a minority economic interest in Clean Earth Acquisitions Sponsor LLC, then Sponsor of Clean Earth Acquisitions
Corp. Such agreement was entered into prior to Clean Earth Acquisitions Corp.’s initial public offering, on an arms length basis.
For the avoidance of doubt, as part of this investment agreement, Meteora assumed no board or management role with the Sponsor or what
was then Clean Earth Acquisitions Corp. Please see below disclosure previously made in the Exhibit 10.1 of the Company’s current
Report on Form 8-K, filed with the SEC on December 4, 2023, which stated: “Prior to CLIN’s (Clean Earth Acquisitions Corp.)
Initial Public Offering, Seller and its affiliated entities and funds previously entered into various investment and subscription agreements
with the Sponsor, Clean Earth Acquisitions Sponsors, LLC, and its affiliates, primarily for Class E Units and founder shares”.
The Company would additionally like
to informa the Staff that the Company has determined not to register any Meteora entity securities.
7. We note you entered into the Forward Purchase Agreement with Meteora, in part, to purchase CLIN Shares to reduce redemption
rates. Please provide your analysis on how such purchases complied with Rule 14e-5.
Company Response. The Company
acknowledges the Staff’s comment and notes that the Company has determined not to register any Meteora entity securities.
Nevertheless, the Company would like
to submit that the Forward Purchase Agreement that the parties entered into was a cash settled equity derivative swap (see “Settlement
Method” in the Confirmation of the OTC Equity Prepaid Forward Transaction). As such, it does not involve the purchase of stock by
Clean Earth Acquisitions Corp., and therefore, Exchange Act Rule 14e-5 (the “Tender Offer Rule”) is not implicated.
The Tender Offer Rule, in subsection
(a), provides that “in connection with a tender offer for equity securities, no covered person may directly or indirectly purchase
or arrange to purchase any subject securities except as part of the tender offer.” The Staff of the SEC takes the position that
SPAC redemption provisions generally have indicia of being a tender offer, such as a limited period of time for SPAC security holders
to request redemptions, and as a result, that the Tender Offer Rule should apply during the redemption tendering period for a business
combination transaction. However, here, the Forward Purchase Agreement was entered into by the parties after the expiration of the redemption
tendering period. Furthermore, and more importantly, there was no covered person that is directly or indirectly purchasing or arranging
to purchase any subject securities, and therefore, the Tender Offer Rule is inapplicable.
3
Under subsection (c)(3)(i) of the Tender
Offer Rule, Clean Earth Acquisitions Corp., as the offeror for the redemption of securities of its public stockholders (its common stock),
is a “covered person.” However, as stated above, Clean Earth Acquisitions Corp.is not repurchasing any of its common stock
from Meteora under the terms of the Forward Purchase Agreement. Therefore, Clean Earth Acquisitions Corp.is not “directly or indirectly
purchasing” the shares of common stock that were the subject of the redemption.
Clean Earth Acquisitions Corp.is also
not arranging to purchase the common stock as a result of the Forward Purchase Agreement. The SEC’s C&DI 166.01 addresses a
scenario where a SPAC sponsor or its affiliate plan to purchase the SPAC’s securities of the SPAC outside of the redemption offer
of the SPAC, and examines whether the Tender Offer Rule prohibits such purchases. C&DI 166.01 states that the SEC’s Staff will
not object if certain conditions are satisfied, including that the SPAC sponsor or its affiliates purchase the SPAC securities at a price
no higher than the price offered through the SPAC redemption process. Here, although the Forward Purchase Agreement was entered into subsequent
to the expiration of the redemption tendering period, and although the parties would dispute that Clean Earth Acquisitions Corp. was using
the Forward Purchase Agreement to arrange for Meteora to purchase Clean Earth Acquisitions Corp.’s common stock, any purchases of
common stock by Meteora, besides occurring subsequent to the expiration of the redemption tendering period, would fall within C&DI
166.01 as such purchases would have been at a price no higher than the price offered through the SPAC redemption process in compliance
with Section 1(d) of the Representatives, Warranties and Covenants section of the Confirmation, which requires compliance with the requirements
of all tender offer regulations, including the Tender Offer Rule.
Furthermore, Meteora is not a covered
person pursuant to subsection (c)(3)(iv) of the Tender Offer Rule, as it was not acting in concert with Clean Earth Acquisitions Corp.
or its affiliates to purchase or arrange for the purchase of Clean Earth Acquisitions Corp. common stock. Under the terms of the Forward
Purchase Agreement, Meteora has no obligation to purchase any shares of Clean Earth Acquisitions Corp. common stock. To the extent that
it had purchased shares of Clean Earth Acquisitions Corp. common stock and included those shares (the “Recycled Shares”) in
a Pricing Date Notice, then it would be paid at the closing of the business combination from Clean Earth Acquisitions Corp.’s trust
account 99.5% of the price offered through the SPAC redemption process. This payment is not for the purchase of the Recycled Shares from
Meteora, and Meteora was not required to have any Recycled Shares. Furthermore, the obligation of Meteora under the terms of the Confirmation
was to pay a cash amount based upon formulas specified in the Confirmation to Clean Earth Acquisitions Corp. either following the Valuation
Date or upon an Optional Early Termination. Just as Meteora had no obligation to purchase any Recycled Shares, it also has no obligation
to sell any shares. Without an obligation to purchase shares, Meteora could not be considered to be acting in concert with Clean Earth
Acquisitions Corp. or its affiliates to purchase or arrange for the purchase of Clean Earth Acquisitions Corp. common stock. Furthermore,
as noted above, even if Meteora had purchased shares of Clean Earth Acquisitions Corp. common stock, and had done so prior to the expiration
of the redemption tendering period, it was obligated in compliance with Section 1(c) of the Representatives, Warranties and Covenants
section of the Confirmation to make such purchases at a price no higher than the price offered through the SPAC redemption process.
For all of the above reasons, the Tender
Offer Rule is inapplicable to the Forward Purchase Agreement – Clean Earth Acquisitions Corp. did not purchase (or obligate itself
to purchase) shares of its common stock outside of the redemption process, nor did it arrange for such purchase through Meteora in violation
of the Tender Offer Rule, and finally, Meteora is not a covered person and did not purchase shares of Clean Earth Acquisitions Corp. common
stock in violation of the Tender Offer Rule.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations Overview, page 52
8. 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 Company's 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.
Company Response. The Registration
Statement has been amended to address the Staff’s comment.
4
9. 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 stockholders, who are registering for resale approximately 87.5% of
your outstanding shares of common stock, 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.
Company Response. The
Registration Statement has been amended to address the Staff’s comment.
Description of Our Securities
Warrants
Public Warrants, page 109
10. Please tell us the current listing status of the Public Warrants. We note your disclosure in the
definitive merger proxy filed on November 13, 2023 for your business combination with Alternus that you intended to apply to obtain the
listing of your warrants on Nasdaq under the symbol “ALCEW” upon the closing. We may have additional comments.
Company Response. Company acknowledges
the Staff’s comment and confirms that
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.
2024-03-14 - 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.
2024-02-29 - 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 - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657) File: 001-41160
United States securities and exchange commission logo
February 27, 2024
Thomas Jensen
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed February 23, 2024
File No. 001-41160
Dear Thomas Jensen:
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
cc: William Haddad
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
2024-02-15 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984) File: 333-276630
United States securities and exchange commission logo
February 15, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed January 19, 2024
File No. 333-276630
Dear Vincent Browne:
We have conducted a limited review of your registration statement and have the
following comment(s).
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.
Registration Statement on Form S-1 filed January 19, 2024
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.We note your disclosure in your second paragraph regarding:
•the exercise prices of the Warrants compared to the market price of the underlying
securities;
•your belief that the likelihood that warrant holders will exercise their Warrants for
cash and therefore the amount of cash proceeds that you would receive, is dependent
upon the trading price of your common stock; and
•your further belief that, if the market price for your common stock is less than the
exercise price of the Warrants (on a per share basis), it will be unlikely that holders
will exercise their Warrants.
FirstName LastNameVincent Browne
Comapany NameAlternus Clean Energy, Inc.
February 15, 2024 Page 2
FirstName LastNameVincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
Page 2
Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section. As applicable, describe the impact on your liquidity and update the
discussion on the ability of the Company to fund your operations on a prospective basis
with your current cash on hand.
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the Company's common stock.
Prospectus Summary
Recent Developments
Solis Bond Extension, page 3
4.Please update your disclosure in this section and elsewhere to reflect the
developments related to the Solis Bonds as reported in your Form 8-K filed January 31,
2024.
Risk Factors
The shares of common stock being offered in this prospectus represent a substantial percentage
of our outstanding common stock..., page 32
5.We note your risk factor highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the
Company's common stock. To further illustrate this risk please also disclose the purchase
price of all the securities being registered for resale.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Forward Purchase Agreement, page 44
6.We note your disclosures on pages 44-46 regarding the Forward Purchase Agreement and
the PIPE Subscription Agreement. Please revise to better describe the purpose for entering
into the PIPE Subscription Agreement, and the inter-relationship between it and the
Forward Purchase Agreement. Also, please disclose the net proceeds to the Company
from this arrangement and discuss - here, and in added risk factor disclosure, as
appropriate - risks associated with these arrangements. Lastly, please revise to indicate
whether Clean Earth Acquisitions Corp., the Company, or their directors, officers,
advisors or respective affiliates had material relationships with the PIPE/FPA investors at
the time the PIPE and FPA agreements were negotiated.
7.We note you entered into the Forward Purchase Agreement with Meteora, in part, to
purchase CLIN Shares to reduce redemption rates. Please provide your analysis on how
such purchases complied with Rule 14e-5.
FirstName LastNameVincent Browne
Comapany NameAlternus Clean Energy, Inc.
February 15, 2024 Page 3
FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 52
8.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 Company's
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.
9.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 stockholders, who are registering for
resale approximately 87.5% of your outstanding shares of common stock, 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.
Description of Our Securities
Warrants
Public Warrants, page 109
10.Please tell us the current listing status of the Public Warrants. We note your disclosure in
the definitive merger proxy filed on November 13, 2023 for your business combination
with Alternus that you intended to apply to obtain the listing of your warrants on Nasdaq
under the symbol “ALCEW” upon the closing. We may have additional comments.
General
11.Revise your prospectus to disclose the price that each selling stockholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling stockholders acquired their shares and Warrants, and the
price that the public stockholders acquired their shares and warrants. Please also disclose
the potential profit the selling stockholders will earn based on the current trading price.
Lastly, please include appropriate risk factor disclosure. We note your disclosure at page
32 in this regard.
FirstName LastNameVincent Browne
Comapany NameAlternus Clean Energy, Inc.
February 15, 2024 Page 4
FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
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 Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ross David Carmel, Esq.
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
2024-01-04 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
filename1.htm
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 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 December 27, 2023 VIA EDGAR Conlon Danberg Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-276131 Requested Date: December 29, 2023 Requested Time: 4:00 p.m. Eastern Time Dear Mr. Danberg: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies, Inc. hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to December 29, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com. If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617) 570-1724. Sincerely, Allurion Technologies, Inc. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Danielle M. Lauzon, Esq., Goodwin Procter LLP Paul R. Rosie, Esq., Goodwin Procter LLP
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
2023-12-21 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
December 21, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Registration Statement on Form S-1
Filed December 19, 2023
File No. 333-276131
Dear Shantanu Gaur:
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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle M. Lauzon, Esq.
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
2023-12-14 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP
1
filename1.htm
CORRESP
Allurion Technologies, Inc.
11 Huron Drive
Natick,
MA 01760
December 14, 2023
VIA EDGAR
Juan Grana
Katherine Bagley
Office of Industrial Applications and Services
Division of
Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Allurion Technologies, Inc.
Acceleration Request for Registration Statement on Form S-1
File No. 333-274564
Requested Date:
December 15, 2023
Requested Time:
4:00 p.m. Eastern Time
Dear Mr. Grana:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies, Inc. hereby requests that the effective date of the
above-referenced registration statement (the “Registration Statement”) be accelerated to December 15, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP,
request by telephone that such Registration Statement be declared effective at some other time.
Once the Registration Statement is
effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com.
If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617)
570-1724.
Sincerely,
Allurion Technologies, Inc.
/s/ Shantanu Gaur
Shantanu Gaur
Chief Executive Officer
cc: Danielle M. Lauzon, Esq., Goodwin Procter LLP
Paul R. Rosie, Esq., Goodwin Procter LLP
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
2023-11-29 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm Response Letter Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 29, 2023 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 Attention: Nicholas O’Leary and Katherine Bagley Re: Allurion Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 20, 2023 File No. 333-274564 Ladies and Gentlemen, This letter is submitted on behalf of Allurion Technologies, 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 Amendment No. 1 to the Registration Statement on Form S-1 filed on by the Company on October 20, 2023 (File No. 333-274564) (the “Amendment No. 1”), as set forth in your letter dated November 3, 2023, addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (the “Amendment No. 2”), which includes changes that reflect responses to the Staff’s comments. Amendment No. 2 also contains certain additional updates and revisions. 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 Amendment No. 1, 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 the Amendment No. 1. 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. Amendment No. 1 to Registration Statement on Form S-1 filed October 20, 2023 Cover Page Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission November 29, 2023 Page 2 1. We note your revised disclosure in response to comment 1, including your disclosure that certain shareholders purchased shares at effective purchase prices ranging from $0.01 per share to $17.79 per share. To provide context for investors, please revise your disclosure to include the price per share paid by the relevant selling shareholders for the number of shares purchased at each price. In this regard, we note that the effective purchase price range provided is relatively large. We also note that your disclosure references “effective purchase price” and “cash cost” of other issuances of securities that you are registering for resale in this offering. Please tell us how you calculate “effective purchase price” and “cash cost,” including how the effective purchase price relates to the actual price paid by the relevant selling shareholder. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 28 and 77 of Amendment No. 2 accordingly. In addition, the Company respectfully advises the Staff that “effective price per share” for each category of shares covered by Amendment No. 2 has been determined with reference to applicable price information. For most categories of shares, the “effective price per share” equals (i) the aggregate actual purchase price paid by an investor in a transaction divided by (ii) the aggregate number of shares of our Common Stock ultimately issued to such investor pursuant to that transaction. For example, in connection with Compute Health’s IPO, the Sponsor paid $25,000, or approximately $0.001 per share, for 21,562,500 Founder Shares. Concurrently with the closing of Compute Health’s IPO, the Sponsor also paid $19.25 million, or $1.50 per warrant, for 12,833,333 Compute Health Private Warrants. The aggregate purchase price paid by the Sponsor for the Founder Shares and Private Warrants was $19.275 million. In connection with the consummation of the Business Combination all of the Sponsor’s Founder Shares, together with the Sponsor’s Compute Health Private Warrants, were recapitalized into 2,088,327 shares of Compute Health Class A Common Stock prior to the Business Combination, and subsequently exchanged for 2,966,375 shares of Allurion Common Stock upon consummation of the Business Combination (based on the Exchange Ratio of 1.420455). 229,232 of such converted shares were contributed to Compute Health pursuant to the Sponsor Contribution Agreement, leaving the Sponsor with 2,737,143 shares of Allurion Common Stock after the recapitalization, the application of the Exchange Ratio and the contribution. Dividing $19.275 million (the aggregate actual purchase price originally paid by the Sponsor prior to the conversion, recapitalization and contribution) by 2,737,143 (the aggregate number of shares of our Common Stock ultimately issued to the Sponsor), the effective purchase price per share for the Sponsor’s shares of Common Stock is equal to $7.04, as reflected in the table appearing on pages 28 and 77 (the “Effective Price Table”). For certain categories of shares where there are large numbers of investors, we have used the “weighted average purchase price” per share or “weighted average exercise price” per warrant as the “effective purchase price per share,” as reflected in the Effective Price Table. The Company also respectfully advises the Staff that references to “cash cost” were only made in Amendment No. 1 to indicate that securities were issued “at no cash cost” to the recipient of such securities, meaning without any cash payment to the Company from such recipient. For example, the Company discloses that 250,000 shares of Common Stock were issued to Fortress at no cash cost, meaning at no cash cost to Fortress (i.e., with no cash payment to the Company from Fortress). The Company has revised the disclosure on the cover page and page 27 to clarify that “at no cash cost” indicates the recipient in the transaction did not make any cash payment to the Company in exchange for the securities received. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission November 29, 2023 Page 3 Prospectus Summary, page 22 2. We note your revised disclosure in response to comment 3 and reissue the comment in part. Please revise your disclosure to state whether the Rollover Warrants and Public Warrants are currently out of the money and the likelihood that holders of these warrants will exercise them. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 22 of Amendment No. 2 accordingly. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of Allurion Liquidity and Capital Resources, page 142 3. We note your revised disclosure in response to comment 6 and reissue the comment in part. Please revise your disclosure to discuss the impact on the company’s liquidity position 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 common stock. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 141 of Amendment No. 2 accordingly. General: 4. We note that you did not timely file your Form 10-Q for the quarter ended June 30, 2023. Please revise your risk factor disclosure to state that the Form 10-Q was not filed timely, and describe any risks related to the same. Please also disclose, if true, that you may not be able to file timely in the future. Response: The Company respectfully acknowledges the Staff’s comment and has added the disclosure on page 75 of Amendment No. 2 accordingly. ***** Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, /s/ Paul R. Rosie Paul R. Rosie Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission November 29, 2023 Page 4 cc: Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc. Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc. Danielle Lauzon, Goodwin Procter LLP
2023-11-27 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
24
School Street, 2nd Floor
Boston,
MA 02108
November
27, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Jason Drory
Re:
Allarity Therapeutics, Inc.
Registration Statement on Form S-3 (File No. 333-275282)
Request for Acceleration
Requested Date: November 29, 2023
Requested Time: 5:00 p.m. Eastern Time
Ladies
and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective
date of its Registration Statement on Form S-3 (File No. 333-275282) be accelerated so that the same will become effective at 5:00 p.m.,
Eastern Time, on November 29, 2023, or as soon thereafter as is practicable.
If
you have any questions regarding this request, please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at
(415) 262-8508.
Very Truly Yours,
Allarity Therapeutics, Inc.
By:
/s/
James G. Cullem
Name:
James G. Cullem
Title:
Chief Executive
Officer
2023-11-22 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 November 22, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller Re: Aligos Therapeutics, Inc. Registration Statement on Form S-3 Filed November 17, 2023 Registration No. 333-275636 Dear Mr. Buchmiller: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Aligos Therapeutics, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on November 27, 2023, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. Please contact Mark V. Roeder of Latham & Watkins LLP, counsel to the Company, at (650) 463-3043, or in his absence, John C. Williams of Latham & Watkins LLP at (415) 395-8223, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. Thank you for your assistance in this matter. * * * * Sincerely, Aligos Therapeutics, Inc. By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President, Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Mark V. Roeder, Latham & Watkins LLP John C. Williams, Latham & Watkins LLP
2023-11-21 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
November 21, 2023
Lawrence M. Blatt, Ph.D.
Chairman and Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Dr., 2nd Floor
South San Francisco, CA 94080
Re:Aligos Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 17, 2023
File No. 333-275636
Dear Lawrence M. Blatt:
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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mark V. Roeder, Esq.
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 - 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
2023-11-17 - 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 - 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
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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
2023-11-15 - CORRESP - Arcadium Lithium plc (ALTM, ARLTF) (CIK 0001977303)
CORRESP
1
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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.
2023-11-13 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
November 13, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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
cc: Ben Smolij, Esq.
2023-11-08 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
November 8, 2023
James Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 2, 2023
File No. 333-275282
Dear James Cullem:
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: Scott E. Bartel, Esq
2023-11-03 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
November 3, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 20, 2023
File No. 333-274564
Dear Shantanu Gaur:
We have reviewed your amended registration statement and have the following
comment(s).
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 September 29, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 20, 2023
Cover Page
1.We note your revised disclosure in response to comment 1, including your disclosure that
certain shareholders purchased shares at effective purchase prices ranging from $0.01 per
share to $17.79 per share. To provide context for investors, please revise your disclosure
to include the price per share paid by the relevant selling shareholders for the number of
shares purchased at each price. In this regard, we note that the effective purchase price
range provided is relatively large. We also note that your disclosure references "effective
purchase price" and "cash cost" of other issuances of securities that you are registering for
resale in this offering. Please tell us how you calculate "effective purchase price" and
"cash cost," including how the effective purchase price relates to the actual price paid by
the relevant selling shareholder.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies, Inc.
November 3, 2023 Page 2
FirstName LastName
Shantanu Gaur
Allurion Technologies, Inc.
November 3, 2023
Page 2
Prospectus Summary, page 22
2.We note your revised disclosure in response to comment 3 and reissue the comment in
part. Please revise your disclosure to state whether the Rollover Warrants and Public
Warrants are currently out of the money and the likelihood that holders of these warrants
will exercise them.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations Of
Allurion
Liquidity and Capital Resources, page 142
3.We note your revised disclosure in response to comment 6 and reissue the comment in
part. Please revise your disclosure to discuss the impact on the company's liquidity
position 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 common
stock.
General
4.We note that you did not timely file your Form 10-Q for the quarter ended June 30, 2023.
Please revise your risk factor disclosure to state that the Form 10-Q was not filed timely,
and describe any risks related to the same. Please also disclose, if true, that you may not
be able to file timely in the future.
Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon, 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
2023-10-30 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
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October 30, 2023
BY EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Re:
Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed October 6, 2023
File No. 001-41306
Ladies and Gentlemen:
On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated October 27, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on October 6, 2023 and referenced by File No. 001-41306.
The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on Schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.
We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Revised Preliminary Proxy Statement on Schedule 14A
Q: What happens if the business combination is approved..., page xxii
1. We note your disclosure on page 225 that, in October 2023, the Company approved the issuance by one of its US subsidiaries
of secured debt in the principal amount of $3,150,000 for an original purchase price of $2,205,000 and a maturity date of no later than
June 30, 2024, and the holder of the note has also been granted the right to receive warrants, conditional upon, and only issued
at, the close of the business combination to purchase up to (i) 100,000 shares of common stock of Clean Earth Acquisitions Corp.
at an exercise price of $11.50 per share and having a 5-year term, and (ii) 300,000 shares of common stock of Clean Earth Acquisitions
Corp. at an exercise price of $0.01 per share and having a 3-year term. Please revise your table presenting possible sources of dilution
to reflect the dilutive impact of these warrants. Also revise your risk factor on page 43 relating to the dilutive impact of outstanding
warrants to include these warrants.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages xii, xxii, xxiii and 43 of the New Revised
Preliminary Proxy Statement.
Risk Factors, page 29
2. We note your disclosures on page 29 regarding the potential extension of the temporary waiver of covenant violations of your
Solis Bonds and related extension of the repayment date of such bonds to December 16, 2023. Since the October 16, 2023 date
by which you expected the bondholders to vote on the extension has now past, please update the status of the Solis Bond Extension to reflect
the current status of the waiver here and throughout your Proxy.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 29, 224, F-99 and F-115 of the New Revised
Preliminary Proxy Statement.
Conflicts of Interest, page 180
3. We note your disclosure on page 180 that, in March 2023, a wholly owned subsidiary of Alternus approved the issuance
of a convertible promissory note to an advisor to the Company’s Board, reflecting $922 thousand of secured convertible debt in three
tranches of $271 thousand, $271 thousand and $380 thousand and carrying a 14% annual interest rate. Please revise to disclose the maturity
date for this note and the principal amount currently outstanding under the note.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 180, 225, and F-114 of the New Revised
Preliminary Proxy Statement.
Clean Earth’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Overview, page 183
4. Please revise to also disclose the material terms of the revised Business Combination Ageeement.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 184 of the New Revised Preliminary
Proxy Statement.
Special Note Regarding Forward-Looking Statements, page 183
5. We note your disclosure that certain statements are forward-looking statements within the meaning of Section 27A of the Securities
Act, as amended, and Section 21E of the Exchange Act, as amended. Please revise to include language acknowledging the legal uncertainty
of the availability of the safe harbor in the context of a SPAC business combination.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 183 of the New Revised Preliminary Proxy
Statement.
Financial Statements
Unaudited Financial Statements of Clean Earth Acquisitions Corp. for the Quarter Ended June 30, 2023
Note 4. Related Party Transactions
Unvested Founder Shares, page F-18
6. You disclose on pages F-18 and F-41 that pursuant to the letter agreement, a total of 2,167,000 Founder Shares will be considered
newly unvested shares upon completion of the Business Combination. We note that elsewhere throughout the filing including on pages xii,
xv, xx, xxii, xxiii, 5, 11, 40, 45, 79, 80, 179, 257, 259 and 260, you disclose that a total of 2,555,556 Founder Shares will be unvested.
Please revise as appropriate or explain to us why no revision is required.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages F-18 and F-41 of the New Revised
Preliminary Proxy Statement.
Unaudited Financial Statements of Alternus Energy Group PLC for
the Quarter Ended June 30, 2023
Note 2. Going Concern and Management's Plan, page F-98
7. In the second paragraph of Note 2 you disclose that you had accumulated shareholders’ equity/(deficit) of ($28.4) million
as of June 30, 2023 and ($20.8) Million at December 31, 2022. However, your accumulated deficit was ($82.2) million as of June 30,
2023 and ($72.0) million as of December 31, 2022. The amounts you disclose appear to represent your total shareholders’ equity
(deficit) rather than your accumulated deficit. Please revise as appropriate.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page F-98 of the New Revised Preliminary Proxy
Statement.
Note 13. Green Bonds, Convertible and Non-convertible Promissory
Notes, page F-113
8. Please revise your five-year debt maturities schedule to reflect
the fact that the Green Bonds are expected to be repaid during the remainder of 2023. Also
revise the amount of gross debt in this maturity schedule to agree with the amount of total
debt at June 30, 2023.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page F-113 of the New Revised Preliminary Proxy
Statement.
If you have any questions, please feel free to contact me at (713)
651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Michael J. Blankenship
Michael J. Blankenship
cc: Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions
Corp.
2023-10-27 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
October 27, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed October 6, 2023
File No. 001-41306
Dear Aaron T. Ratner:
We have reviewed your filing 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.
Revised Preliminary Proxy Statement on Schedule 14A
Q: What happens if the business combination is approved..., page xxii
1.We note your disclosure on page 225 that, in October 2023, the Company approved the
issuance by one of its US subsidiaries of secured debt in the principal amount of
$3,150,000 for an original purchase price of $2,205,000 and a maturity date of no later
than June 30, 2024, and the holder of the note has also been granted the right to receive
warrants, conditional upon, and only issued at, the close of the business combination to
purchase up to (i) 100,000 shares of common stock of Clean Earth Acquisitions Corp. at
an exercise price of $11.50 per share and having a 5-year term, and (ii) 300,000 shares of
common stock of Clean Earth Acquisitions Corp. at an exercise price of $0.01 per share
and having a 3-year term. Please revise your table presenting possible sources of dilution
to reflect the dilutive impact of these warrants. Also revise your risk factor on page 43
relating to the dilutive impact of outstanding warrants to include these warrants.
Risk Factors, page 29
2.We note your disclosures on page 29 regarding the potential extension of the temporary
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
October 27, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
October 27, 2023
Page 2
waiver of covenant violations of your Solis Bonds and related extension of the repayment
date of such bonds to December 16, 2023. Since the October 16, 2023 date by which you
expected the bondholders to vote on the extension has now past, please update the status
of the Solis Bond Extension to reflect the current status of the waiver here and throughout
your Proxy.
Conflicts of Interest, page 180
3.We note your disclosure on page 180 that, in March 2023, a wholly owned subsidiary of
Alternus approved the issuance of a convertible promissory note to an advisor to the
Company’s Board, reflecting $922 thousand of secured convertible debt in three tranches
of $271 thousand, $271 thousand and $380 thousand and carrying a 14% annual interest
rate. Please revise to disclose the maturity date for this note and the principal amount
currently outstanding under the note.
Clean Earth’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 183
4.Please revise to also disclose the material terms of the revised Business Combination
Ageeement.
Special Note Regarding Forward-Looking Statements, page 183
5.We note your disclosure that certain statements are forward-looking statements within the
meaning of Section 27A of the Securities Act, as amended, and Section 21E of the
Exchange Act, as amended. Please revise to include language acknowledging the legal
uncertainty of the availability of the safe harbor in the context of a SPAC business
combination.
Financial Statements
Unaudited Financial Statements of Clean Earth Acquisitions Corp. for the Quarter Ended June
30, 2023
Note 4. Related Party Transactions
Unvested Founder Shares, page F-18
6.You disclose on pages F-18 and F-41 that pursuant to the letter agreement, a total of
2,167,000 Founder Shares will be considered newly unvested shares upon completion of
the Business Combination. We note that elsewhere throughout the filing including on
pages xii, xv, xx, xxii, xxiii, 5, 11, 40, 45, 79, 80, 179, 257, 259 and 260, you disclose that
a total of 2,555,556 Founder Shares will be unvested. Please revise as appropriate or
explain to us why no revision is required.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
October 27, 2023 Page 3
FirstName LastName
Aaron T. Ratner
Clean Earth Acquisitions Corp.
October 27, 2023
Page 3
Unaudited Financial Statements of Alternus Energy Group PLC for the Quarter Ended June 30,
2023
Note 2. Going Concern and Management's Plan, page F-98
7.In the second paragraph of Note 2 you disclose that you had accumulated shareholders’
equity/(deficit) of ($28.4) million as of June 30, 2023 and ($20.8) Million at December
31, 2022. However, your accumulated deficit was ($82.2) million as of June 30, 2023 and
($72.0) million as of December 31, 2022. The amounts you disclose appear to represent
your total shareholders’ equity (deficit) rather than your accumulated deficit. Please
revise as appropriate.
Note 13. Green Bonds, Convertible and Non-convertible Promissory Notes, page F-113
8.Please revise your five-year debt maturities schedule to reflect the fact that the Green
Bonds are expected to be repaid during the remainder of 2023. Also revise the amount of
gross debt in this maturity schedule to agree with the amount of total debt at June 30,
2023.
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 Sondra Snyder at 202-551-3332 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters. Please
contact Irene Barberena-Meissner at 202-551-6548 or Laura Nicholson at 202-551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ben Smolij, Esq.
2023-10-27 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm October 27, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: Alvotech Registration Statement on Form F-3 Filed October 20, 2023 File No. 333-275111 Acceleration Request Requested Date: October 30, 2023 Requested Time: 4:00 p.m. Eastern Time Dear Ms. Sheppard: In accordance with Rule 461 under the Securities Act of 1933, as amended, 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 F-3 (File No. 333-275111) (the “Registration Statement”), to become effective on October 30, 2023, 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 Commission’s staff. The Registrant hereby authorizes Nicolas H.R. Dumont 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 Nicolas H.R. Dumont of Cooley LLP at (212) 479-6446. [Signature page follows] Very truly yours, Alvotech By: /s/ Tanya Zharov Tanya Zharov General Counsel cc: Michal Berkner, Cooley LLP Nicolas H.R. Dumont, Cooley LLP
2023-10-26 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
October 26, 2023
Tanya Zharov
General Counsel
Alvotech
1201 Wilson Blvd., Ste. 2130
Arlington, Virginia 22209
Re:Alvotech
Registration Statement on Form F-3
Filed October 20, 2023
File No. 333-275111
Dear Tanya Zharov:
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: Nicolas H.R. Dumont
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
2023-10-20 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 October 20, 2023 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 Attention: Nicholas O’Leary and Katherine Bagley Re: Allurion Technologies, Inc. Registration Statement on Form S-1 Filed September 18, 2023 File No. 333-274564 Ladies and Gentlemen, This letter is submitted on behalf of Allurion Technologies, 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 September 18, 2023 (File No. 333-274564) (the “Registration Statement”), as set forth in your letter dated September 29, 2023, addressed to Shantanu Gaur, 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. The Amended Registration Statement also contains certain additional updates and revisions. 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 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. Registration Statement on Form S-1 filed September 18, 2023 Cover Page Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission October 20, 2023 Page 2 1. For each of the shares being registered for resale, disclose the price that the selling securityholders paid for such shares. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 28-29 and 77 of the Amended Registration Statement accordingly. 2. We note the significant number of redemptions of your common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable 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 the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 22, 71, 76-77 and 134 of the Amended Registration Statement accordingly. Prospectus Summary, page 22 3. We note your disclosure of the Public Warrants exercise price on page 22. We also note the approximately $2.2 million in proceeds from the exercise of the Rollover Warrants. Disclose the exercise price for all 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. Provide similar disclosure on your cover page and in your 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 acknowledges the Staff’s comment and has revised the disclosure on pages 22, 78, 80 and 134 of the Amended Registration Statement accordingly. Risk Factors Sales of shares of our Common Stock may cause the market price of our Common Stock to fall, page 72 4. We note your disclosure highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. Please illustrate this risk by disclosing the current percentage of shares being registered for resale out of the total number of shares outstanding. We also note your disclosure that even though the current trading price is at or below the SPAC IPO price, the private investors may have an incentive to sell because they will still profit on sales because of their lower purchase price. Please revise your disclosure to clarify that private investors could profit on sales when public investors may not. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission October 20, 2023 Page 3 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 71 of the Registration Statement accordingly. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 133 5. We note that the projected revenues for 2023 were $100.0 million, as set forth in the unaudited summarized prospective financial information for Allurion that Compute Health management reviewed with the Compute Health Board in connection with the evaluation of the Business Combination. We also note that your actual revenues for the six months ended June 30, 2023 were approximately $27.0 million. It appears that you will miss your 2023 revenue projection. 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 respectfully acknowledges the Staff’s comment and has updated the disclosure in the Liquidity and Capital Resources section appearing on pages 142-143 of the Registration Statement accordingly. Overview Liquidity and Capital Resources, page 137 6. 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 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 respectfully acknowledges the Staff’s comment and has revised the disclosure on page 142-143 of the Amended Registration Statement. General: 7. Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, PIPE investors and other selling securityholders acquired their shares, and the price that the public securityholders acquired their shares. Disclose that while the 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. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission October 20, 2023 Page 4 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 28-29, 71 and 76-77 of the Amended Registration Statement accordingly. 8. We note that, after a registrant’s first registration statement is effective, a Form 10-Q for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date, or the date the Form 10-Q would otherwise be due. Please tell us when you intend to file your 10-Q for the quarter ended June 30, 2023. Response: The Company respectfully acknowledges the Staff’s comment and advises that the Company intends to file its Form 10-Q for the quarter ended June 30, 2023 on October 20, 2023. ***** Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, /s/ Paul R. Rosie Paul R. Rosie cc: Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc. Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc. Danielle Lauzon, Goodwin Procter LLP
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
2023-10-17 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
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24 School Street, 2nd Floor
Boston, MA 02108
October 17, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Dillion Hagius
Re: Allarity Therapeutics, Inc.
Registration Statement on Form S-3 (File No. 333-274923)
Request for Acceleration
Requested Date: October 19, 2023
Requested Time: 5:00 p.m. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-3,
as amended, (File No. 333-274923) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on October 19, 2023,
or as soon thereafter as is practicable.
If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.
Very Truly Yours,
Allarity Therapeutics, Inc.
By:
/s/ James G. Cullem
Name:
James G. Cullem
Title:
Chief Executive Officer
2023-10-13 - CORRESP - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
CORRESP
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ALIXO-YOLLOO CORPORATION
Business Center Sunkar,
Building 47B, Aktau
130002 Kazakhstan
October 13, 2023
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-5561
Re:
ALIXO-YOLLOO CORPORATION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration No. 333-272825
Request For Acceleration of Effectiveness
Dear Edwin S. Kim,
Pursuant
Rule 461 promulgated under the Securities Act of 1933, as amended, ALIXO-YOLLOO CORPORATION (the “Registrant”) hereby
requests an acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 05:00 p.m., Eastern time, on Friday, October 13, 2023 or as soon as possible thereafter.
The Registrant confirms that it is aware of its obligations under the Act.
The Registrant 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 Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert comments of the Commission
or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
Please
contact Roman Zhezhel, Director, at
(252)-34-66-180 with any questions you may have concerning this request.
Sincerely,
ALIXO-YOLLOO CORPORATION
By: /s/ Roman Zhezhel
Name: Roman Zhezhel
Title: Director, President, Treasurer and Secretary
(Principal Executive, Financial and Accounting Officer)
By: /s/ Rassul
Sadukbayev
Name: Rassul
Sadukbayev
Title: Director
2023-10-13 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
October 13, 2023
James Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 10, 2023
File No. 333-274923
Dear James Cullem:
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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel B. Eng
2023-10-05 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
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October 5, 2023
BY EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Re:
Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 14
File No. 001-41306
Ladies and Gentlemen:
On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated August 25, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on August 14, 2023 and referenced by File No. 001-41306.
The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on Schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.
We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Revised Preliminary Proxy Statement filed
August 14, 2023
General
1.
We note your response to prior comment 1 and
are unable to concur with your analyses under Rule 135 and Section 4(a)(2). Please update your analysis to explain if and how
a different exemption would apply for the offers related to your non-redemption incentive that began with the offer in the May 17,
2023 letter to shareholders. Alternatively, please tell us what steps the company will undertake to address any potential liability for
these offers.
Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that while the Company believes that it has fully
complied with all relevant laws and regulations, the Company has decided to no longer pursue the previously contemplated non-redemption
incentive (the “Incentive”). The Company has revised disclosures throughout the New Revised Preliminary Proxy Statement
to remove all references to the Incentive. Additionally, to ensure stockholders and potential investors are adequately and promptly informed
of the Company’s actions and to address any potential liability in connection with the Incentive, the Company has taken the following
actions:
(1) On September 1, 2023,
the Company issued a press release and filed a Current Report on Form 8-K with the Commission, announcing that the Company will no
longer pursue the Incentive and advising that additional information will be provided on our definitive proxy statement to be filed with
the Commission.
(2) The Company has revised its
risk factor disclosure on pages 15 and 63 of the New Revised Preliminary Proxy Statement to advise stockholders, among other things,
that, notwithstanding the Company’s decision not to pursue the Incentive, the Company may nonetheless be subject to litigation,
claims or an enforcement action in connection with the Incentive, which could have a material adverse effect on the Company’s business,
financial condition, results of operations and cash flows.
Clean Earth's Board of Directors' Reasons
for the Approval of the Business Combination
Financial Terms, page 118
2.
We note your revised disclosure in response to prior comment 4 that in considering the terms of the current Solis bond waiver agreement with respect to the Board’s recommendation that the Company’s stockholders vote for the Business Combination, the Board concluded, having reviewed and evaluated the impacts in terms of the near term projections from 2023 to 2025, that even if bondholders of the Solis Bond did exercise their right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders, this would not materially move the enterprise value to projected revenue multiples outside of the peer group ranges used in the Board’s initial valuation expectations. Please clarify whether these projected revenue multiples are the peer market multiples disclosed on page 144, which indicate an enterprise value to 2023 projected revenue multiple of 20.5x for Alternus versus that of its public market peers in the solar industry sector, which averages 19.5x.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 120 and 146 of the New Revised Preliminary
Proxy Statement.
Projected Financial Information, page 131
3.
We note your revised disclosure in response to prior comment 4. Please disclose here, if true, that the near-term projections the Board considered a material input to determine the valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) did not assume the divestment of assets or consummation of other material terms of the Solis bond waiver agreements.
Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 133 of the New Revised Preliminary Proxy
Statement.
Financial Statements, page F-1
4.
Please update the financial statements of Clean Earth Acquisitions Corp. and Alternus Energy Group PLC, along with the pro forma financial information and other financial information included in the Proxy in accordance with Rule 8-08 of Regulation S-X.
Response:
The Company acknowledges the Staff’s comment and has revised the financial statements of Clean Earth Acquisitions Corp. and Alternus
Energy Group PLC, along with the pro forma financial information and other financial information included in the Proxy in accordance with
Rule 8-08 of Regulation S-X.
If you have any questions, please feel free to contact me at (713)
651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Michael J. Blankenship
Michael J. Blankenship
cc:
Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions Corp.
2023-09-29 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
September 29, 2023
Shantanu Gaur
Chief Executive Officer
ALLURION TECHNOLOGIES, INC.
11 Huron Drive
Natick, MA 01760
Re:ALLURION TECHNOLOGIES, INC.
Registration Statement on Form S-1
Filed September 18, 2023
File No. 333-274564
Dear Shantanu Gaur:
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 September 18, 2023
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.
2.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable 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 the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
FirstName LastNameShantanu Gaur
Comapany NameALLURION TECHNOLOGIES, INC.
September 29, 2023 Page 2
FirstName LastNameShantanu Gaur
ALLURION TECHNOLOGIES, INC.
September 29, 2023
Page 2
Prospectus Summary, page 22
3.We note your disclosure of the Public Warrants exercise price on page 22. We also note
the approximately $2.2 million in proceeds from the exercise of the Rollover
Warrants. Disclose the exercise price for all 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. Provide similar disclosure on your cover
page and in your 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.
Risk Factors
Sales of shares of our Common Stock may cause the market price of our Common Stock to fall. ,
page 72
4.We note your disclosure highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the
common stock. Please illustrate this risk by disclosing the current percentage of shares
being registered for resale out of the total number of shares outstanding. We also note
your disclosure that even though the current trading price is at or below the SPAC IPO
price, the private investors may have an incentive to sell because they will still profit on
sales because of their lower purchase price. Please revise your disclosure to clarify that
private investors could profit on sales when public investors may not.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 133
5.We note that the projected revenues for 2023 were $100.0 million, as set forth in the
unaudited summarized prospective financial information for Allurion that Compute Health
management reviewed with the Compute Health Board in connection with the evaluation
of the Business Combination. We also note that your actual revenues for the six months
ended June 30, 2023 were approximately $27.0 million. It appears that you will miss your
2023 revenue projection. 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.
Overview
Liquidity and Capital Resources, page 137
6.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 common
FirstName LastNameShantanu Gaur
Comapany NameALLURION TECHNOLOGIES, INC.
September 29, 2023 Page 3
FirstName LastName
Shantanu Gaur
ALLURION TECHNOLOGIES, INC.
September 29, 2023
Page 3
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.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, PIPE investors and other selling securityholders
acquired their shares, and the price that the public securityholders acquired their shares.
Disclose that while the 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.
8.We note that, after a registrant's first registration statement is effective, a Form 10-Q for
the quarter following the most recent period included in the registration statement is due
the later of 45 days after the effective date, or the date the Form 10-Q would otherwise be
due. Please tell us when you intend to file your 10-Q for the quarter ended June 30, 2023.
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 Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon, Esq.
2023-09-28 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
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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
2023-09-28 - 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
2023-09-27 - 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
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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
2023-09-26 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
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Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
September 26, 2023
Via Edgar
Mr. Thomas Jones
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Registration Statement on Form S-1, as amended (File No. 333-273149)
Request for Acceleration of Effectiveness
Dear Mr. Jones:
In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration Statement becomes
effective at 4:30 p.m., Eastern Time, on Thursday, September 28, 2023, or as soon thereafter as practicable.
Very truly yours,
By:
/s/ Jonathan Klamkin
Jonathan Klamkin
Chief Executive Officer
Louis Taubman, Esq.
Hunter Taubman Fischer & Li LLC
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
2023-09-21 - UPLOAD - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
United States securities and exchange commission logo
September 21, 2023
Roman Zhezhel
President
Alixo-Yolloo Corporation
1065 SW 8th St
Miami, FL 33130
Re:Alixo-Yolloo Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed August 31, 2023
File No. 333-272825
Dear Roman Zhezhel:
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 2 to Form S-1
Signatures, page 66
1.We note that you have two directors but only one director has signed the registration
statement. Please note that the registration statement must be signed by at least a majority
of the board of directors. See Instruction 1 to Signatures in Form S-1.
Exhibits
2.Your legality opinion filed as Exhibit 5.1 relates to 5,000,000 shares of common stock
being offered by the selling shareholders. This registration statement is for the initial
offering of common stock by the company. Please file a revised opinion that indicates, if
true, that the shares of common stock when issued will be validly issued, fully paid and
non-assessable.
FirstName LastNameRoman Zhezhel
Comapany NameAlixo-Yolloo Corporation
September 21, 2023 Page 2
FirstName LastName
Roman Zhezhel
Alixo-Yolloo Corporation
September 21, 2023
Page 2
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Blaze Gries, CPA
2023-09-21 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
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Aeluma, Inc.
September 21, 2023
Via Edgar
Mr. Thomas Jones
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Registration Statement on Form S-1
Filed August 3, 2023
File No. 333-273149
Dear Mr. Jones:
As per the telephone conversation we had on September
19, 2023 regarding the above referenced registration statement for Aeluma, Inc. (the “Company”, “we”, and “our”),
we are filing Pre-Effective Amendment No. 2, as a Part II filing only, on this same date to file an updated consent from our auditor.
In responding to your 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 appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Rachael Schmierer, Esq., of Hunter Taubman Fischer
& Li LLC, at (516) 526-3504.
Very truly yours,
/s/ Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
CEO
Rachael Schmierer, Esq.
Hunter Taubman Fischer & Li LLC
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
2023-09-07 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm CORRESP Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 September 7, 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: Joshua Gorsky Re: ALX Oncology Holdings Inc. Registration Statement on Form S-3 Filed September 1, 2023 File No. 333-274314 Acceleration Request Requested Date: September 8, 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, ALX Oncology Holdings Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-274314) (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 E. Coke at (650) 565-3596. Please direct any questions or comments regarding this acceleration request to Michael E. Coke at (650) 565-3596. [Signature Page Follows] AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission September 7, 2023 Page 2 Sincerely, ALX Oncology Holdings, Inc. /s/ Peter Garcia Peter Garcia Chief Financial Officer cc: Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation Christina L. Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation
2023-09-06 - UPLOAD - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
United States securities and exchange commission logo
September 6, 2023
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, CA 94080
Re:ALX Oncology Holdings Inc.
Registration Statement on Form S-3
Filed September 1, 2023
File No. 333-274314
Dear Jaume Pons:
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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael E. Coke
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
2023-08-25 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
August 25, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 14, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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. Unless we note otherwise, our references to prior comments are to comments in
our August 9, 2023 letter.
Revised Preliminary Proxy Statement on Schedule 14A filed August 14, 2023
General
1.We note your response to prior comment 1 and are unable to concur with your analyses
under Rule 135 and Section 4(a)(2). Please update your analysis to explain if and how a
different exemption would apply for the offers related to your non-redemption incentive
that began with the offer in the May 17, 2023 letter to shareholders. Alternatively, please
tell us what steps the company will undertake to address any potential liability for these
offers.
Clean Earth's Board of Directors' Reasons for the Approval of the Business Combination
Financial Terms, page 118
2.We note your revised disclosure in response to prior comment 4 that in considering the
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
August 25, 2023 Page 2
FirstName LastName
Aaron T. Ratner
Clean Earth Acquisitions Corp.
August 25, 2023
Page 2
terms of the current Solis bond waiver agreement with respect to the Board’s
recommendation that the Company’s stockholders vote for the Business Combination, the
Board concluded, having reviewed and evaluated the impacts in terms of the near term
projections from 2023 to 2025, that even if bondholders of the Solis Bond did exercise
their right to immediately transfer ownership of Solis and all of its subsidiaries to the
bondholders, this would not materially move the enterprise value to projected revenue
multiples outside of the peer group ranges used in the Board’s initial valuation
expectations. Please clarify whether these projected revenue multiples are the peer market
multiples disclosed on page 144, which indicate an enterprise value to 2023 projected
revenue multiple of 20.5x for Alternus versus that of its public market peers in the solar
industry sector, which averages 19.5x.
Projected Financial Information, page 131
3.We note your revised disclosure in response to prior comment 4. Please disclose here, if
true, that the near-term projections the Board considered a material input to determine the
valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment)
did not assume the divestment of assets or consummation of other material terms of the
Solis bond waiver agreements.
Financial Statements, page F-1
4.Please update the financial statements of Clean Earth Acquisitions Corp. and Alternus
Energy Group PLC, along with the pro forma financial information and other financial
information included in the Proxy in accordance with Rule 8-08 of Regulation S-X.
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 Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus Rodriguez,
Staff Accountant, at 202-551-3752 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 Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ben Smolij, Esq.
2023-08-25 - UPLOAD - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
United States securities and exchange commission logo
August 25, 2023
Roman Zhezhel
President
Alixo-Yolloo Corporation
1065 SW 8th St
Miami, FL 33130
Re:Alixo-Yolloo Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed August 11, 2023
File No. 333-272825
Dear Roman Zhezhel:
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 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
We Solely Dependent Upon the Funds Raised In This Offering ..., page 11
1.You indicate on page 11 that "Mr. Sadakbayev has no formal commitment, arrangement,
or legal obligation to advance or loan funds to the company. " Your loan agreement filed
as Exhibit 10.1, indicates that Mr. Sadakbayev "has agreed to loan the Loan Amount [up
to $43,000] to the Company in the event of not raising sufficient amount of funds from the
offering in accordance to the Form S-1 registration statement of the Company." Please
revise to reconcile.
FirstName LastNameRoman Zhezhel
Comapany NameAlixo-Yolloo Corporation
August 25, 2023 Page 2
FirstName LastName
Roman Zhezhel
Alixo-Yolloo Corporation
August 25, 2023
Page 2
Management's Discussion and Analysis or Plan of Operation
Results of Operations, page 23
2.We note your response to prior comment 3 regarding the source of your revenue in fiscal
year 2022, which appears to be selling a piece of discontinued software for $2,245. Please
incorporate this response into your registration statement in your Results of Operations
discussion. Further, we note that your revenues for the fiscal quarter ended May 31, 2023
was $7,933. Similarly, please disclose the source of this revenue given your mobile app
has not been monetized yet and has not generated revenue according to your response to
prior comment 4.
Description of Business, page 25
3.Please incorporate your response to prior comment 4 in your registration statement
regarding your business plan and the development of the app. In particular, please
disclose that the Alixo app has not experienced any downloads or registered users.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Blaze Gries, CPA
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.
2023-08-14 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
August 14, 2023
BY EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Re:
Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2023
File No. 001-41306
Ladies
and Gentlemen:
On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated August 9, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on July 26, 2023 and referenced by File No. 001-41306.
The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.
We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Revised Preliminary Proxy Statement filed
July 26, 2023
General
1. We note your response to prior comment 24, and your claimed reliance on the exemption in Securities
Act Section 4(a)(2). It remains unclear how the offer included in the non-redemption incentive contained in your May 17, 2023
letter to shareholders and the ongoing offers since May 17 have complied with Section 5 of the Securities Act. Given that no
registration statement was on file for these offers before they were made, please provide us with a complete analysis regarding how these
offers have complied with Section 4(a)(2) or another available exemption.
Response: Pursuant to the Staff’s
request, the Company respectfully advises the Staff that the letter to shareholders filed with the Commission on a Current Report on Form 8-K
on May 17, 2023 (the “Shareholder Letter”) did not constitute an offer to sell securities within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), in the alternative, if the Shareholder Letter constituted an offer
to sell securities, such offer qualifies as a private placement, exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof.
The Shareholder Letter did not constitute an offer to sell within the meaning of the Securities Act. It merely constituted a notice of a future securities offering
under Rule 135.
August 14, 2023
Page 2
Section 2(a)(3) of the Securities
Act defines “offer” expansively 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.” However, Rule 135 provides a safe harbor where an issuer is merely giving
notice of a proposed registered offering. To this end, a notice of a proposed offering will not be deemed an offer if the notice: (1) includes
“a statement to the effect that it does not constitute an offer of any securities for sale; and (2) . . .includes no more than
the following information:
(i) the name of the issuer;
(ii) the title, amount and basic terms of the securities offered;
(iii) the amount of the offering, if any, to be made by selling security holders;
(iv) the anticipated timing of the offering;
(v) a brief statement of the manner and the purpose of the offering, without naming the underwriters; and
(vi) whether the issuer is directing its offering to only a particular class of purchasers[.]”
The Shareholder Letter complied with
both of Rule 135’s requirements. The Company respectfully calls the Staff’s attention to the relevant language of the Shareholder
Letter, which, in full, stated the following:
To
compensate our shareholders for their patience and support, and to incentivize ongoing commitment by encouraging up to $50 million of
CLIN shareholders to not redeem, we anticipate awarding 0.5 newco shares per 1.0 CLIN share not redeemed. Obviously, the
grant will go only to the shareholders that do not exercise their redemption rights, up to $50 million in total.
First, the Company respectfully maintains
that this brief statement describing a potential non-redemption was anticipatory in nature, expressing only a future plan to potentially
award such shares. As such, there was no “attempt or offer to dispose of, or solicitation of an offer to buy” the shares.
Additional terms regarding record date, timing and election procedures were not established at the time of the letter and not included
in the Shareholder Letter. Second, this statement is in compliance with Rule 135, including Rule 135(A)(2)(v), providing a brief
statement of the purpose of the anticipated offering.
Third, whereas the foregoing excerpt
from the Shareholder Letter is found in plain typeface in the middle of the Shareholder Letter, disclaimer and cautionary language was
included in the Shareholder Letter beneath bolded and underlined headings including the following, highlighting for potential readers—including
the required legend per Rule135(A)(1)—that the Shareholder Letter was for informational purposes only and did not constitute an
offer to sell securities:
No Offer or
Solicitation
This press release is for informational
purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Further, cautionary language regarding
forward-looking statements was included for the protection of potential readers, which included, among other things:
Forward-Looking
Statements
The information in this press release
includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. federal
securities laws. Forward-looking statements can be identified by the use of forward-looking terminology such as . . . “anticipate,”
. . . . […] You are cautioned that forward-looking statements are not guarantees of future performance . . . . […] By their
nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future.
2
August 14, 2023
Page 3
Finally, we note for the Staff that
in a Current Report on Form 8-K filed with the Commission on July 26, 2023, the Company publicly disclosed the following, in
relevant part:
Item 1.01. Entry
Into a Material Definitive Agreement.
On July 24, 2023, Clean Earth Acquisitions
Corp., a Delaware corporation (the “Company”) and Alternus Energy Group Plc, a public limited company incorporated under the
laws of Ireland (“Alternus,” together with the Company the “Parties”) entered into a letter agreement (the “Letter
Agreement”), which, among other things, provided for the general terms of the non-redemption incentive (the “Non-redemption
Incentive”) to be offered to stockholders of the Company in connection with the forthcoming special meeting . . .
. (emphasis added)
The Company respectfully advises that
this Form 8-K, released more than two months after the Shareholder Letter, which references a non-redemption incentive “to
be offered” at a later time, further supports that the Company did not intend for the Shareholder Letter to constitute an offer
to sell such securities or dispose of them for value.
Accordingly, in consideration of the
Shareholder Letter’s anticipatory description of the non-redemption incentive, an express disclaimer under a bold and underlined
heading that no offer of securities was being made, and extensive cautionary language under a bold and underlined heading regarding the
nature of forward-looking language, the Company respectfully advises the Staff that the Shareholder Letter did not and does not, nor was
it the intent of the Company for the Shareholder Letter to, constitute an offer to sell securities within the meaning of the Securities
Act,
In addition, the Company respectfully
advised the Staff that its disclosures, limiting the eligible shareholders to those who do not redeem shares in connection with the proposed
business combination is in compliance with Rule 135(A)(2)(vi) as the class is defined.
Alternative 1: In the alternative,
if the Shareholder Letter constituted an offer to sell, it qualifies as a private placement, exempt from registration under the Securities
Act pursuant to Section 4(a)(2) thereof.
Pursuant to the Staff’s request,
the Company respectfully advises the Staff that the issuance of the non-redemption incentive shares is exempt from registration under
the Securities Act pursuant to Section 4(a)(2) thereof.
The SEC generally considers four factors
when determining whether an offering is a public offering: (i) the number of offerees; (ii) sophistication of the offerees;
(iii) relationship between the issuer and the offerees; and (iv) size and manner of the offering. See SEC Release No. 33-285
(January 24, 1935).
(i) Number of
offerees. The non-redemption incentive shares are anticipated to be offered only to the limited pool of stockholders of the
Company existing as of July 20, 2023, the record date for the definitive proxy statement (the “Record Date”). Further, the pool of
potential recipients has been inherently reduced from the time of the Company’s initial public offering to those shareholders
who did not redeem their shares in connection with the Company’s special meeting held to extend the period of time
for which the Company has to complete its initial business combination. In addition, the pool of potential recipients is further
limited to those shareholders who do not elect to redeem their shares in connection with the Company’s special meeting for
shareholders to approve the business combination. Furthermore, SPACs recently have been averaging redemption rates in excess of 90%
of their outstanding, redeemable shares, further limiting the pool of offerees. See, e.g., Cameron McVie, The State of the SPAC
Market, Russel Investments, April 27, 2023 (https://russellinvestments.com/us/blog/state-of-spac-market.
(ii) Sophistication
of the offerees. The prospective offerees are existing stockholders who have already purchased
registered common stock of the Company. Further, those who chose not to redeem their shares,
as shown above, implicitly make an informed, calculated decision to remain shareholders of
the public company. See, e.g., Cameron McVie, The State of the SPAC Market, Russel
Investments, April 27, 2023 (https://russellinvestments.com/us/blog/state-of-spac-market.
Furthermore, the company has been a public reporting company since its initial public offering
and investors have access to all required disclosures and information regarding the Company
and the proposed business combination.
3
August 14, 2023
Page 4
(iii) Relationship between the issuer and the offerees. The prospective offerees are limited to stockholders of the Company as of the Record Date. In addition, because the Company is a SPAC, the post-Business
Combination operations of the Company will be the current operations of Alternus, which have been extensively disclosed in the preliminary
proxy.
(iv) Size and manner of the offering. Any potential issuance is limited to 2.5 million shares
of the post combination company, which constitutes less than roughly 6.1% of the post business combination stock, assuming maximum redemptions,
and less than roughly 5.3% of the post business combination stock, assuming no additional redemptions.
For the reasons stated above, the issuance
of the Newco Shares in connection with the non-redemption incentive is exempt from registration under the Securities Act pursuant to Section 4(a)(2).
2. Please update your disclosure regarding the status of compliance of your public warrants with Nasdaq's
continued listing standards. In this regard, we note that on June 13, 2023, you received a Notification Letter from the Listing Qualifications
Department of NASDAQ Stock Market and were provided 45 calendar days from the date of the Notification Letter, or until July 28,
2023, to submit a plan to regain compliance with NASDAQ listing rule 5452(b)(C).
Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 13 and 41 of the New Revised Preliminary Proxy Statement.
Unaudited Pro Forma Condensed Combined Financial
Information, page 64
3. We note your revised disclosure in response to prior comment 27 that 1,000,000 shares of Clean Earth’s
Class A common stock are subject to non-redemption commitments contingent upon the close of the Business Combination, pursuant to
a certain subscription agreement between Clean Earth Acquisitions Sponsor LLC and an institutional investor, dated November 11, 2021.
Please disclose the material terms of this subscription agreement.
Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 65 and 77 of the New Revised Preliminary Proxy Statement.
4. We note your revised disclosure in response to prior comment 11 that the Board’s general validation
and comfort level of financial projections from 2026 to 2051 included the assumption that there would be no divestment of asset of Alternus
and the assumption that no material terms of the Solis bond waiver are consummated aside from the refinancing of the Solis debt prior
to September 30, 2023. Please also disclose whether the near-term projections the Board considered a material input to determine
the valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) assumed the divestment of assets or consummation
of other material terms of the Solis bond waiver agreements. In this regard, we note that under the current Solis bond waiver agreement,
Solis must fully repay the Bonds by September 30,
2023-08-09 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
August 9, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed July 26, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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. Unless we note otherwise, our references to prior comments are to comments in our
July 17, 2023 letter.
Revised Preliminary Proxy Statement filed July 26, 2023
General
1.We note your response to prior comment 24, and your claimed reliance on the exemption
in Securities Act Section 4(a)(2). It remains unclear how the offer included in the non-
redemption incentive contained in your May 17, 2023 letter to shareholders and the
ongoing offers since May 17 have complied with Section 5 of the Securities Act. Given
that no registration statement was on file for these offers before they were made, please
provide us with a complete analysis regarding how these offers have complied with
Section 4(a)(2) or another available exemption.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
August 9, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
August 9, 2023
Page 2
Summary of the Proxy Statement
Stock Exchange Listing, page 12
2.Please update your disclosure regarding the status of compliance of your public warrants
with Nasdaq's continued listing standards. In this regard, we note that on June 13, 2023,
you received a Notification Letter from the Listing Qualifications Department of
NASDAQ Stock Market and were provided 45 calendar days from the date of the
Notification Letter, or until July 28, 2023, to submit a plan to regain compliance
with NASDAQ listing rule 5452(b)(C).
Unaudited Pro Forma Condensed Combined Financial Information, page 64
3.We note your revised disclosure in response to prior comment 27 that 1,000,000 shares of
Clean Earth’s Class A common stock are subject to non-redemption commitments
contingent upon the close of the Business Combination, pursuant to a certain subscription
agreement between Clean Earth Acquisitions Sponsor LLC and an institutional investor,
dated November 11, 2021. Please disclose the material terms of this subscription
agreement.
Projected Financial Information, page 131
4.We note your revised disclosure in response to prior comment 11 that the Board’s general
validation and comfort level of financial projections from 2026 to 2051 included the
assumption that there would be no divestment of asset of Alternus and the assumption that
no material terms of the Solis bond waiver are consummated aside from the refinancing of
the Solis debt prior to September 30, 2023. Please also disclose whether the near-term
projections the Board considered a material input to determine the valuation of Alternus
(2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) assumed the divestment
of assets or consummation of other material terms of the Solis bond waiver agreements.
In this regard, we note that under the current Solis bond waiver agreement, Solis must
fully repay the Bonds by September 30, 2023, and if Solis is unable to fully repay the
Bonds by September 30, 2023, Solis’ bondholders have the right to immediately transfer
ownership of Solis and all of its subsidiaries to the bondholders and proceed to sell Solis’
assets to recoup the full amount owed to the bondholders, which is currently €147,000,000
(approximately $158,000,000). We also note your disclosure that in addition to the
potential refinancing of the bond, the company has engaged a leading global firm to
support a potential sale of some or all of the assets. As it appears the terms of the current
Solis bond waiver agreement could impact the projected financial information and
valuation of Alternus, please discuss whether the Clean Earth Board has considered such
terms with respect to its recommendation to Clean Earth stockholders to approve the
business combination. Please also provide related risk factor disclosure.
You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus Rodriguez,
Staff Accountant, at 202-551-3752 if you have questions regarding comments on the financial
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
August 9, 2023 Page 3
FirstName LastName
Aaron T. Ratner
Clean Earth Acquisitions Corp.
August 9, 2023
Page 3
statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ben Smolij, Esq.
2023-08-08 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
August 8, 2023
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3480 Peachtree Road NE, Second Floor, Suite 103
Atlanta, GA 30326
Re:Alzamend Neuro, Inc.
Registration Statement on Form S-3
Filed August 2, 2023
File No. 333-273610
Dear Stephan Jackman:
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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Kenneth Schlesinger, Esq.
2023-08-08 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3480 Peachtree Road NE, Second Floor, Suite
103
Atlanta, GA 30326
August 8, 2023
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Daniel Crawford
Re:
Alzamend Neuro, Inc.
Registration Statement on Form S-3
File No. 333-273610
Ladies and Gentlemen:
Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alzamend Neuro, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on August 10, 2023, or as soon thereafter as possible.
Please notify Henry C.W. Nisser,
General Counsel of the Company, at (646) 650-5044 as soon as possible as to the time the registration statement has been declared effective
pursuant to this acceleration request.
ALZAMEND NEURO, INC.
By: /s/ Stephan Jackman
Name: Stephan Jackman
Title: Chief Executive Officer
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
2023-08-03 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
filename1.htm
Aeluma, Inc
27 Castilian Drive
Goleta, California 93117
August 3, 2023
Via Edgar Correspondence
Thomas Jones
Geoff Kruczek
Division of Corporation Finance
Office of Manufacturing
U.S. Securities Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc. (the “Company”)
Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-273149
To whom it may concern:
This letter is in response to the letter dated
July 21, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Aeluma,
Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s comments
in this response and numbered them accordingly. An amended registration statement on Form S-1 (the “Amended Registration Statement”)
is being submitted to accompany this letter.
Registration Statement on Form S-1 filed July
6, 2023
Executive Compensation, page 50
1)
Please update the disclosure in this section.
For example, revise this section to include compensation information for each of the company’s last two completed fiscal years in a Summary
Compensation Table. For guidance, see Item 402(n) of Regulation S-K. In addition, update the table on page 50 to present the information
as of the end of the company’s last completed fiscal year. As another example, expand the disclosure in the Compensation Paid to Directors
section on page 51 to provide the compensation information of the directors for the company’s last completed fiscal year. For guidance,
see Item 402(r) of Regulation S-K.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the disclosure in Executive Compensation section generally
to (i) include the compensation information for each of the Company’s last two completed fiscal years in a Summary Compensation Table;
(ii) update the table on page 50 to present the information as of the end of the Company’s last completed fiscal year; and (iii) update
the disclosure in the Compensation Paid to Directors section on page 51 to provide the compensation information of the directors for the
company’s last completed fiscal year.
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 securities counsel Louis Taubman, Esq. of Hunter Taubman Fischer & Li LLC at ltaubman@htflawyers.com.
Aeluma, Inc.
/s/ Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
Chief Executive Officer &
Principal Financial Officer & Chairman
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
2023-07-26 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
July 26, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation
Re: Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 26, 2023
File No. 001-41306
Dear Ladies and Gentlemen:
On behalf of our client, Clean Earth Acquisitions Corp. (the “Company”),
we submit this letter setting forth the response of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 17, 2023
(the “Comment Letter”) with respect to the Company’s revised preliminary proxy statement on Schedule 14A
(the “Proxy Statement”).
For your convenience, we have reproduced below in italics the text
of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the revised proxy statement filed via EDGAR concurrently with this letter.
Revised Preliminary Proxy Statement on Schedule 14A filed June 26,
2023
Summary Term Sheet, page x
1. The amounts shown in the table as sources of funds for the business combination do not sum to the total shown for that column.
Please revise as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on page x of the revised
proxy statement.
2. Revise your description of the Non-redemption Incentive offered to non-redeeming shareholders at the time of the business combination
in the tables on page xii and xxi to disclose the following information:
· That the Non-redemption Incentive provides for the issuance of 0.5 shares for each 1 share not redeemed up to a maximum value of
$50,000,000 of shares not redeemed or a maximum of 2,500,000 new shares for 5,000,000 shares not redeemed; and
· How the number of public shares assumed to be outstanding under each of your offering scenarios was determined along with the number
of shares assumed to be issued in connection with the Non-redemption Incentive under each offering scenario.
You disclose on page 115 that under the
Non-redemption Incentive Program you will issue one new Clean Earth share for every two shares not redeemed, up to 2,500,000 new
shares issued (5,000,000 shares not redeemed). Revise your disclosures about the Nonredemption Incentive throughout your filing for
accuracy and consistency.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages xii, xxii, 115, 116 and 117
of the revised proxy statement.
Questions and Answers for Stockholders of Clean Earth
How will the business combination impact the shares of the Company
outstanding after the business combination, page xix
3. You disclose that immediately after the business combination and the consummation of the Transactions contemplated in your
proxy statement, including the shares of common stock issuable on automatic conversion of the rights, the amount of common stock
issued and outstanding will increase to 44,204,230 shares of common stock. However, this number of common shares does not appear to include a reduction for the 2,555,556 shares held by your Sponsor that become subject to vesting on closing of the business combination or the addition of the 2,300,000 shares issuable on the automatic conversion of the rights and any shares that may be issued pursuant to your Non-redemption Incentive. Please tell us how you determined the increase to 44,204,230 shares of common stock and revise your disclosure as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on page xx of the revised
proxy statement and reflected 46,448,674 common stock issued and outstanding, calculated as follows.
Scenario 1
Scenario 2
Assuming No
Assuming Maximum
Redemptions for Cash
Redemptions for Cash
Shares
Shares
Historical CEAC Class A common stock
890,000
890,000
Historical CEAC Class B common stock converted in CEAC Class A common stock
7,666,667
7,666,667
Founder shares held by the Sponsor which will be unvested and will vest on meeting certain share price targets or on the occurrence of certain events
(2,555,556 )
(2,555,556 )
Alternus Clean Energy, Inc. Class A common stock owned by Sponsors
6,001,111
6,001,111
Class A common stock subject to possible redemption
23,000,000
23,000,000
Special meeting redemptions
(14,852,437 )
(14,852,437 )
Shares issuable to stockholders in connection with the Non-redemption Incentive
2,500,000
1,671,930
Shares issuable on automatic conversion of Rights on Closing
2,300,000
2,300,000
Shares redeemable under maximum redemptions scenario
-
(4,803,704 )
Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
12,947,563
7,315,789
Issuance of Alternus Clean Energy, Inc. Class A common stock to Alternus stockholders in connection with Business Combination
27,500,000
27,500,000
Total common stock issued and outstanding immediately after the business combination and the consummation of the Transactions
46,448,674
40,816,900
2
Ownership of the Company following
the Business Combination, page 5
4. Please tell us how the number of public shares assumed to be outstanding under the maximum redemption scenario here, and on
pages xi, xii and xxi, was determined. You disclose on pages xi and xii that 3,343,859 shares of Class A common stock
are assumed to be redeemed under your assuming maximum redemptions column. However, you disclose in the pro forma financial
information on pages 64, 76 and 79 that 4,803,704 shares of Class A common stock are assumed to be redeemed under the
Maximum redemptions scenario. You disclose on pages 5, 77, 82 and 246, that 7,315,789 shares are assumed to be redeemed under
the Assuming Maximum Redemptions Scenario. Please revise the disclosure as appropriate throughout your proxy statement so that the
number of Class A shares that will be redeemed under the maximum redemption scenario is presented accurately and consistently.
Provide your calculations of the number of shares to be redeemed and those outstanding post redemption under the maximum redemptions
scenario in your response.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes throughout the proxy statement,
including pages xi, xii and 246 to reflect that 4,803,704 shares of Class A common stock are assumed to be redeemed under the
Maximum redemption scenario. The 7,315,789 shares disclosed on pages 5, 77, 82 represent the number of Class A common stock
owned by public stockholders under the Maximum Redemptions Scenario and outstanding immediately following the consummation of the business
combination. See below for a calculation of the number of shares to be redeemed and those outstanding post redemption under the maximum
redemption scenario:
Scenario 1
Scenario 2
Assuming No
Assuming Maximum
Redemptions for Cash
Redemptions for Cash
Shares
Shares
Class A common stock subject to possible redemption
23,000,000
23,000,000
Special meeting redemptions
(14,852,437 )
(14,852,437 )
Shares issuable to stockholders in connection with the Non-redemption Incentive
2,500,000
1,671,930
Shares issuable on automatic conversion of Rights on Closing
2,300,000
2,300,000
Shares redeemable under maximum redemptions scenario
-
(4,803,704 )
Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
12,947,563
7,315,789
Redemption Rights, page 9
5. We note your reference in
this section and in your risk factor disclosure on page 50 to $237,995,676 in the trust account. Please update such information to
reflect the payments made to redeem shares of your Class A common stock in connection with your special meeting in May 2023.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change throughout the revised proxy statement, including on pages xxvii, 9, 10 50, 88, 146, 165 and 167
of the revised proxy statement.
3
Risk Factors
Our stockholders will experience immediate dilution as a consequence
of the issuance of common stock ... in the business combination..., page 43
6. Tell us how the number of shares that will be held by the initial shareholder and the public shareholders assuming no redemptions
and assuming Max redemptions were derived. Provide your calculations in your response.
Company
Response. The Company acknowledges the Staff’s comment. Please see the table below with the calculations of the number
of shares that will be held by the initial shareholder and the public shareholders assuming no redemptions and assuming maximum redemptions.
Scenario 1
Scenario 2
Assuming No
Assuming Maximum
Redemptions for Cash
Redemptions for Cash
Shares
Shares
Historical CEAC Class A common stock
890,000
890,000
Historical CEAC Class B common stock converted in CEAC Class A common stock
7,666,667
7,666,667
Founder shares held by the Sponsor which will be unvested and will vest on meeting certain share price targets or on the occurrence of certain events
(2,555,556 )
(2,555,556 )
Alternus Clean Energy, Inc. Class A common stock owned by Sponsors
6,001,111
6,001,111
Class A common stock subject to possible redemption
23,000,000
23,000,000
Special meeting redemptions
(14,852,437 )
(14,852,437 )
Shares issuable to stockholders in connection with the Non-redemption Incentive
2,500,000
1,671,930
Shares issuable on automatic conversion of Rights on Closing
2,300,000
2,300,000
Shares redeemable under maximum redemptions scenario
-
(4,803,704 )
Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
12,947,563
7,315,789
Alternus Clean Energy, Inc.
Class A common stock owned by Sponsors and public stockholders
18,948,674
13,316,900
Unaudited Pro Forma Condensed Combined
Financial Information, page 64
7. The unaudited pro forma condensed combined financial statements reflect
a refinancing of the Solis' bonds in full. The Green bonds (Solis' bonds) are classified within current liabilities in Alternus' balance
sheet as of March 31, 2023 since you agreed to repay the Solis bonds in full by September 30, 2023 as a condition to waive
your violation of all three covenants to September 30, 2023. Disclose how you met the criteria in ASC 450- 10-45-14 through 45-21
to reclassify this debt as a long-term liability in your pro forma financial statements. If you have entered into an agreement to refinance
the Solis' bonds, disclose the material terms of the new debt agreement. Alternatively, if you have not met the criteria in ASC 450-10-45
to reclassify this debt as a long-term liability, revise your pro forma balance sheet to reflect such debt as a current liability.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on page 67 of the revised
proxy statement and reflected the Solis bonds as a current liability in the pro forma balance sheet.
4
8. Revise your disclosure on page 64 and in Note 2 on page 76 to disclose that you have included the 2,300,000 shares that
will be issued for the automatic conversion of the Rights on consummation of the business combination in your pro forma shares outstanding
under both the Assuming No Redemptions and Assuming Maximum Redemptions scenarios. Please also revise your disclosure in Note 5.g) to
disclose the number of shares that are included in the calculation of earnings per share for the Nonredemption Incentive Program under
the Assuming No Redemptions and Assuming Maximum Redemptions scenarios.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages 64, 65, 76 and 77 Note
5.g) of the revised proxy statement.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations Transaction Accounting Adjustments, page 81
9. We note you made adjustments in your pro forma statements of operations for the year ended December 31, 2022 and also for
the quarter ended March 31, 2023, to record nonrecurring transaction closing costs and non-recurring transaction costs which have
not yet been paid, as described in Notes 5.b) and 5.c). It appears these adjustments are duplicate entries and that the adjustments should
only be reflected in the earliest period presented, i.e. in the year ended December 31, 2022. Please revise or explain to us why
you believe no revision is necessary.
Company
Response. The Company acknowledges the Staff’s comment and has removed nonrecurring transaction closing costs and non-recurring
transaction costs from the pro forma statements of operations for the quarter ended March 31, 2023 as these adjustments are duplicate
entries.
Projected Financial Information, page 137
10. We note your disclosure on page 130 that at the time of the original Business Combination Agreement (“BCA”) dated
as of October 12, 2022, and the First Amendment to the BCA (“Amendment”) dated as of April 12, 2023, the Board primarily
considered the near-term projections (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) as a material input to determine the
valuation of Alternus, and that the Board concurrently considered current market conditions and peer market multiples as material variables
in the valuation of Alternus, particularly as support for the Amendment, as valuation using market multiples had generally decreased due
to less favorable macro-economic conditions from October 2022 to April 2023. Please revise to disclose the peer market multiples
the Board considered in the valuation of Alternus.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on pages 144 through 147 of the revised
proxy statement.
5
11. We note your revised disclosure in response to prior comment 15 and reissue the comment in part. Please disclose whether the projected
financial information assumes the divestment of assets or consummation of other material terms of the Solis bond waiver agreements.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 131 of the revised
proxy statement.
12. We note your disclosure on page 131 that the Board’s general validation and comfort level of financial projections from
2026 to 2051 included, in part, Alternus using conservative assumptions (e.g., no growth assumed beyond 2030 — instead conservatively
holding existing capacity flat from owned and operated projects from 2031 to 2051, and key, forecast assumptions supported by data from
independent third parties (by year, geography, and MW produc
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.
2023-07-21 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805)
United States securities and exchange commission logo
July 21, 2023
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-273149
Dear Jonathan Klamkin:
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 July 6, 2023
Executive Compensation, page 50
1.Please update the disclosure in this section. For example, revise this section to include
compensation information for each of the company's last two completed fiscal years in a
Summary Compensation Table. For guidance, see Item 402(n) of Regulation S-K. In
addition, update the table on page 50 to present the information as of the end of the
company's last completed fiscal year. As another example, expand the disclosure in the
Compensation Paid to Directors section on page 51 to provide the compensation
information of the directors for the company's last completed fiscal year. For guidance,
see Item 402(r) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
July 21, 2023 Page 2
FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
July 21, 2023
Page 2
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 Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Louis Taubman, Esq.
2023-07-20 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP
1
filename1.htm
July 20, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Dillon Hagius
Re:
Alvotech
Registration Statement on Form F-3
Filed July 14, 2023
File No. 333-273262
Acceleration Request
Requested Date: July 21, 2023
Requested Time: 4:00 p.m. Eastern Time
Dear Sir:
In accordance with Rule 461 under the Securities Act of 1933, as amended,
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 F-3 (File
No. 333-273262) (the “Registration Statement”), to become effective on July 21, 2023, 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 Commission’s
staff. The Registrant hereby authorizes Nicolas H.R. Dumont 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 Nicolas H.R. Dumont of Cooley LLP at
(212) 479-6446.
[Signature page follows]
Very truly yours,
Alvotech
By: /s/ Tanya Zharov
Tanya Zharov
General Counsel
cc:
Michal Berkner, Cooley LLP
Katie Kazem, Cooley LLP
2023-07-20 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
July 20, 2023
Joel Morales
Chief Executive Officer
Alvotech
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech
Registration Statement on Form F-3
Filed July 14, 2023
File No. 333-273262
Dear Joel Morales:
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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas H.R. Dumont
2023-07-19 - UPLOAD - ALIXO-YOLLOO Corp (ALXY) (CIK 0001977837)
United States securities and exchange commission logo
July 19, 2023
Roman Zhezhel
President
Alixo-Yolloo Corporation
1065 SW 8th St
Miami, FL 33130
Re:Alixo-Yolloo Corporation
Registration Statement on Form S-1
Filed June 22, 2023
File No. 333-272825
Dear Roman Zhezhel:
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-1 filed June 22, 2023
Summary Financial Information, page 10
1.We note that total stockholder's deficit at February 28, 2023 in the table here does not
agree with total stockholders' equity in the balance sheet. Please revise.
Risk Factors
Because Our Board of Directors Outside of the United States..., page 13
2.You state that your principal office is in Miami, FL but your principal operations are
located outside of the United States and your directors are not residents of the United
States. Please disclose the location of your principal operations and the location of your
directors in the prospectus summary and risk factors.
FirstName LastNameRoman Zhezhel
Comapany NameAlixo-Yolloo Corporation
July 19, 2023 Page 2
FirstName LastName
Roman Zhezhel
Alixo-Yolloo Corporation
July 19, 2023
Page 2
Management's Discussion and Analysis or Plan of Operation
Results of Operations, page 23
3.We note that you generated $2,245 revenue in fiscal year 2022, but $0 revenue in fiscal
year 2023. Please clarify the nature of that revenue and if it is related to your ongoing
business of the Alixo app. or the API rental business.
Description of Business, page 25
4.We note that you refer to yourself as a development stage company on page 27 and that
your business plan includes continuously improving the user experience of your products
and services. Please address the following:
•Clarify the completeness of the development of Alixo and whether it is still in the
beta or testing stage, or if it is available for full commercialization.
•Clarify whether there is a cost to currently download the Alixo app from Google Play
store or any application distributor.
•Clarify the number of downloads and registered users of your Alixo app.
•Clarify whether your API library currently exists and the size and scope of the APIs
currently available for rent.
•Clarify whether you must have an agreement with popular music streaming services
for your app. to operate, such as licenses for their APIs.
•Clarify how or who maintains, services, updates, or provides support for the Alixo
app or API rental service.
5.Please briefly describe how the Alixo app was developed. We note, for example, that you
have nearly $35,000 in acquired intangible assets on your balance sheet. Please clarify if
the Alixo app was developed internally, either by your founders or through a contractor,
or if it was primarily acquired. If it was acquired, please describe the terms of that
acquisition as appropriate.
6.Please clarify the basis for your belief that the Alixo app “will be widely popular,”
“gaining popularity,” or “the app’s popularity will continue to rise.” Provide actual user
or revenue information to support such assertions.
Director, Executive Officer, Promoter and Control Person, page 30
7.Please describe the role of your management as to the operations of your company. Your
sole officer is listed as Roman Zhezhel, but you disclose that your director Rassul
Sadakbayev is responsible for all your operations. Please clarify the role of Zhezhel in the
development and operation of your business.
8.Please revise your management biographies to clarify whether Mr. Zhezhel has any full-
time employment or business ventures that require a material amount of time outside of
his duties at Alixo-Yolloo.
FirstName LastNameRoman Zhezhel
Comapany NameAlixo-Yolloo Corporation
July 19, 2023 Page 3
FirstName LastName
Roman Zhezhel
Alixo-Yolloo Corporation
July 19, 2023
Page 3
Certain Relationships and Related Transactions, page 33
9.Please disclose whether Mr. Sadakbayev may demand repayment of his loans to you at
any time. Also, clarify your disclosure that "Mr. Sadakbayev has no formal commitment,
arrangement, or legal obligation to advance or loan funds to the company." We note that
you filed a loan agreement made in 2019 between the company and Mr. Sadakbayev.
Clarify whether the loan agreement is non-binding and/or whether the agreement has been
amended.
Plan of Distribution, page 34
10.You state that the offering will continue for one year (365 days) but state elsewhere that
the offering is for 240 days. Please revise.
General
11.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.
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 Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Blaze Gries, CPA
2023-07-17 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
July 17, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 26, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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. Unless we note otherwise, our references to prior comments are to comments in our
June 8, 2023 letter.
Revised Preliminary Proxy Statement on Schedule 14A filed June 26, 2023
Summary Term Sheet, page x
1.The amounts shown in the table as sources of funds for the business combination do not
sum to the total shown for that column. Please revise as appropriate.
2.Revise your description of the Non-redemption Incentive offered to non-redeeming
shareholders at the time of the business combination in the tables on page xii and xxi to
disclose the following information:
•That the Non-redemption Incentive provides for the issuance of 0.5 shares for each 1
share not redeemed up to a maximum value of $50,000,000 of shares not redeemed or
a maximum of 2,500,000 new shares for 5,000,000 shares not redeemed; and
•How the number of public shares assumed to be outstanding under each of your
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
July 17, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 2
offering scenarios was determined along with the number of shares assumed to be
issued in connection with the Non-redemption Incentive under each offering
scenario.
You disclose on page 115 that under the Non-redemption Incentive Program you will
issue one new Clean Earth share for every two shares not redeemed, up to 2,500,000 new
shares issued (5,000,000 shares not redeemed). Revise your disclosures about the Non-
redemption Incentive throughout your filing for accuracy and consistency.
Questions and Answers for Stockholders' of Clean Earth
How will the business combination impact the shares of the Company outstanding after the
business combination, page xix
3.You disclose that immediately after the business combination and the consummation of
the Transactions contemplated in your proxy statement, including the shares of common
stock issuable on automatic conversion of the rights, the amount of common stock issued
and outstanding will increase to 44,204,230 shares of common stock. However, this
number of common shares does not appear to include a reduction for the 2,555,556 shares
held by your Sponsor that become subject to vesting on closing of the business
combination or the addition of the 2,300,000 shares issuable on the automatic conversion
of the rights and any shares that may be issued pursuant to your Non-redemption
Incentive. Please tell us how you determined the increase to 44,204,230 shares of
common stock and revise your disclosure as appropriate.
Ownership of the Company following the Business Combination, page 5
4.Please tell us how the number of public shares assumed to be outstanding under the
maximum redemption scenario here, and on pages xi, xii and xxi, was determined. You
disclose on pages xi and xii that 3,343,859 shares of Class A common stock are assumed
to be redeemed under your assuming maximum redemptions column. However, you
disclose in the pro forma financial information on pages 64, 76 and 79 that
4,803,704 shares of Class A common stock are assumed to be redeemed under the
Maximum redemptions scenario. You disclose on pages 5, 77, 82 and 246, that 7,315,789
shares are assumed to be redeemed under the Assuming Maximum Redemptions
Scenario. Please revise the disclosure as appropriate throughout your proxy statement so
that the number of Class A shares that will be redeemed under the maximum redemption
scenario is presented accurately and consistently. Provide your calculations of the number
of shares to be redeemed and those outstanding post redemption under the maximum
redemptions scenario in your response.
Redemption Rights, page 9
5.We note your reference in this section and in your risk factor disclosure on page 50 to
$237,995,676 in the trust account. Please update such information to reflect the payments
made to redeem shares of your Class A common stock in connection with your special
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
July 17, 2023 Page 3
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 3
meeting in May 2023.
Risk Factors
Our stockholders will experience immediate dilution as a consequence of the issuance of
common stock ... in the business combination..., page 43
6.Tell us how the number of shares that will be held by the initial shareholder and the
public shareholders assuming no redemptions and assuming Max redemptions were
derived. Provide your calculations in your response.
Unaudited Pro Forma Condensed Combined Financial Information, page 64
7.The unaudited pro forma condensed combined financial statements reflect a refinancing of
the Solis' bonds in full. The Green bonds (Solis' bonds) are classified within current
liabilities in Alternus' balance sheet as of March 31, 2023 since you agreed to repay the
Solis bonds in full by September 30, 2023 as a condition to waive your violation of all
three covenants to September 30, 2023. Disclose how you met the criteria in ASC 450-
10-45-14 through 45-21 to reclassify this debt as a long-term liability in your pro forma
financial statements. If you have entered into an agreement to refinance the Solis' bonds,
disclose the material terms of the new debt agreement. Alternatively, if you have not met
the criteria in ASC 450-10-45 to reclassify this debt as a long-term liability, revise your
pro forma balance sheet to reflect such debt as a current liability.
8.Revise your disclosure on page 64 and in Note 2 on page 76 to disclose that you have
included the 2,300,000 shares that will be issued for the automatic conversion of the
Rights on consummation of the business combination in your pro forma shares
outstanding under both the Assuming No Redemptions and Assuming Maximum
Redemptions scenarios. Please also revise your disclosure in Note 5.g) to disclose the
number of shares that are included in the calculation of earnings per share for the Non-
redemption Incentive Program under the Assuming No Redemptions and Assuming
Maximum Redemptions scenarios.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Transaction Accounting Adjustments, page 81
9.We note you made adjustments in your pro forma statements of operations for the year
ended December 31, 2022 and also for the quarter ended March 31, 2023, to record non-
recurring transaction closing costs and non-recurring transaction costs which have not yet
been paid, as described in Notes 5.b) and 5.c). It appears these adjustments are duplicate
entries and that the adjustments should only be reflected in the earliest period presented,
i.e. in the year ended December 31, 2022. Please revise or explain to us why you believe
no revision is necessary.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
July 17, 2023 Page 4
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 4
Projected Financial Information, page 137
10.We note your disclosure on page 130 that at the time of the original Business Combination
Agreement (“BCA”) dated as of October 12, 2022, and the First Amendment to the BCA
(“Amendment”) dated as of April 12, 2023, the Board primarily considered the near-term
projections (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) as a
material input to determine the valuation of Alternus, and that the Board concurrently
considered current market conditions and peer market multiples as material variables in
the valuation of Alternus, particularly as support for the Amendment, as valuation using
market multiples had generally decreased due to less favorable macro-economic
conditions from October 2022 to April 2023. Please revise to disclose the peer market
multiples the Board considered in the valuation of Alternus.
11.We note your revised disclosure in response to prior comment 15 and reissue the comment
in part. Please disclose whether the projected financial information assumes the
divestment of assets or consummation of other material terms of the Solis bond waiver
agreements.
12.We note your disclosure on page 131 that the Board’s general validation and comfort level
of financial projections from 2026 to 2051 included, in part, Alternus using conservative
assumptions (e.g., no growth assumed beyond 2030 — instead conservatively holding
existing capacity flat from owned and operated projects from 2031 to 2051, and key,
forecast assumptions supported by data from independent third parties (by year,
geography, and MW produced)). Please disclose the material assumptions underlying
these projections.
Information about Alternus
Legal Proceedings, page 198
13.We note your disclosure that you accrued a liability for a loss contingency related to the
arbitration claim filed by Solartechnik against you on May 4, 2023. However, you also
disclose that no estimate of a possible loss or range of loss can be made and that it is
reasonably possible that the potential loss may exceed your accrued liability. If you
intended to indicate that you were unable to determine an estimate of possible additional
loss or range of additional loss in excess of amounts accrued, please revise your disclosure
both here and in Note 21 on page F-115 to clarify. If otherwise, please explain how you
determined the amount of the accrual recognized in your unaudited financial statements
for the quarter ended March 31, 2023. Refer to ASC 450-20-25-2.
Key Metrics
Megawatt hours sold, page 205
14.Your disclosure in the table on page 205 regarding the total megawatt hours sold during
the three months ended March 31, 2023 does not appear to reflect the total hours sold
indicated for each of the countries in the table. Please advise.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
July 17, 2023 Page 5
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 5
Alternus Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results of Operations
Interest Expense, Other Income, and Other Expense, page 212
15.Your disclosure states that total other expenses increased $406 thousand for the period
ended March 31, 2023 compared to the same period in 2022, however, total other
expenses actually increased $296 thousand. Please revise your disclosure as appropriate.
Liquidity and Capital Resources, page 212
16.You are required to repay the Solis bond in full by September 30, 2023 as a condition of
the temporary waiver of your breach of all three financial covenants. Revise to disclose
the material terms of the temporary waiver granted until September 30, 2023. Disclose
that this debt is now classified as a current liability, management's plans to repay or
refinance this debt by September 30, 2023 and the status of any actions taken to refinance
this debt through the most recent date practicable.
Liquidity Position, page 214
17.We note your revised disclosure in response to prior comment 16 and reissue the comment
in part. Please revise your disclosure here to describe all material terms of the Solis
bonds, including the terms of the three financial covenants that Solis Bond Company
DAC (Solis) was in breach of as of December 31, 2022. We note you have included some
of this disclosure on pages F-59 and F-75.
Cash Flow Discussion, page 215
18.The amounts of net cash provided by operating and investing activities and the effect of
exchange rate changes on cash you present in the table on page 215 for the three months
ended March 31, 2023 compared to 2022 do not agree with the amounts presented in your
statements of cash flows for those quarterly periods. Please revise these amounts and
provide a discussion of the reasons for changes between periods for the corrected
amounts.
Alternus Energy Group Public Limited Company and Subsidiaries
Consolidated Statement of Cash Flows, page F-88
19.You have an adjustment for interest expense to reconcile your net loss to net cash used in
operating activities for the periods ended March 31, 2023 and March 31, 2022. Please
revise the description of this line item or disclose why it is appropriate to add back interest
expense to your operating cash flows for the periods ended March 31, 2023 and March 31,
2022.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
July 17, 2023 Page 6
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 6
Unaudited Interim Financial Statements of LJG Green Source Energy Beta SRL, page F-151
20.We note you revised your unaudited balance sheet as requested in comment 20. However,
we note you also revised your statements of retained earnings to provide a statement of
retained earnings for the year ended December 31, 2020. Please revise to
provide unaudited interim statements of retained earnings for the period from January 1,
2021 to March 31, 2021 compared to the comparable prior year interim period from
January 1, 2020 to March 31, 2020.
21.We also note you labeled the information for the year ended December 31, 2020 presented
in your balance sheet, statement of retained earnings and in the notes to your financial
statements as audited. Please revise to remove this label as although the information for
the year ended December 31, 2020 is derived from your audited financial statements for
that year, it is not covered by an audit report.
Unaudited Interim Financial Statements for the SIG 24 Portfolio, page F-179
22.We note you revised your unaudited balance sheet as requested in comment 21. However,
we note you also revised your statements of shareholders' equity (deficit) to provide a
statement of shareholders' equity (deficit) for the year ended December 31, 2020. Please
revise to provide unaudited interim statements of retained earnings for the period from
January 1, 2021 to September 30,2021 compared to the comparable prior year interim
period for the period from January 1, 2020 to September 30, 2020.
Unaudited Interim Financial Statements of Solarpark Samas Sp. Z.O.O., page F-205
23.We note you revised your unaudited balance sheet as requested in comment 22. However,
we note you also revised your statements of changes in shareholders' equity (deficit) to
provide a statement of shareholders' equity (deficit) for the year ended December 31,
2020. Please revise to provide unaudited interim statements of retained earnings for the
period from January 1, 2021 to June 30,2021 compared to the comparable prior year
interim period for the period from January 1, 2020 to June 30, 2020.
General
24.We note your revised disclosure in response to prior comment 23 that non-redemption
shares awarded pursuant to the non-redemption incentive will be issued on a private
placement basis, and the Company anticipates that it will register such shares for resale on
a registration statement following the closing. Please tell us the exemption from
registration that you intend to rely on for the offer and sal
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 - 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
2023-07-10 - 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.
2023-07-07 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP Allurion Technologies Holdings, Inc. 11 Huron Drive Natick, MA 01760 July 7, 2023 VIA EDGAR Benjamin Richie Lauren Nguyen Julie Sherman Brian Cascio Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Allurion Technologies Holdings, Inc. Acceleration Request for Registration Statement on Form S-4 File No. 333- 271862 Requested Date: July 7, 2023 Requested Time: 4:00 p.m. Eastern Time Dear Mr. Richie: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allurion Technologies Holdings, Inc. hereby respectfully requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 7, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Paul R. Rosie at (617) 570-1724. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Paul R. Rosie, by email at PRosie@goodwinlaw.com. If you have any questions regarding this request, please contact Paul R. Rosie of Goodwin Procter LLP at (617) 570-1724. Sincerely, Allurion Technologies Holdings, Inc. /s/ Shantanu Gaur Shantanu Gaur Chief Executive Officer cc: Danielle M. Lauzon, Esq., Goodwin Procter LLP Paul R. Rosie, Esq., Goodwin Procter 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
2023-07-06 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm Response Letter 5 Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 6, 2023 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 Attention: Benjamin Richie and Lauren Nguyen Re: Allurion Technologies Holdings, Inc. Registration Statement on Form S-4 Filed June 27, 2023 File No. 333-271862 Ladies and Gentlemen, This letter is submitted on behalf of Allurion Technologies Holdings, 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-4 filed on June 27, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in your letter dated July 3, 2023, addressed to Shantanu Gaur, 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. The Amended Registration Statement also contains certain additional updates and revisions. 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 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. Amendment No. 3 to Registration Statement on Form S-4 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission July 6, 2023 Page 2 Non-Redemption Agreement, page 216 1. We note your response to prior comment 3. We disagree that the Sales Agency Agreement is not required to be filed as an exhibit to your registration statement. We note disclosure that in connection with the execution of the Business Combination Agreement, Compute Health entered into the Non-Redemption Agreement with New Allurion, Allurion and Medtronic. The Non-Redemption Agreement and Medtronic Sales Agency Agreement are substantially related to this Business Combination and the Non-Redemption Agreement refers to the Medtronic Sales Agency Agreement. Please file the Medtronic Sales Agency Agreement as an exhibit to your registration statement. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed the Medtronic Sales Agency Agreement as Exhibit 10.37 to the Amended Registration Statement. General 2. Please fill in missing information that is not eligible to be omitted pursuant to Rule 430A of the Securities Act in a pre-effective amendment. Please revise throughout your registration statement to include all information required under Rule 430 of Regulation SK in order for shareholders to receive a complete prospectus. Please note that this includes all information to be calculated as of the record date, since you have set the record date as July 3, 2023. Additionally, where applicable throughout your filing, revise to include the approximate amount of funds in the trust account and the stock trading price of the Compute Health shares as of a recent practicable date. Last, revise to disclose the fee to be paid to Morrow Sodali or tell us why you cannot reasonably calculate such fee. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has made updates throughout the Amended Registration Statement to include all information required under Rule 430A of the Securities Act and Rule 430 of Regulation S-K, including information to be calculated as of the record date. The Company has also included additional information in the Amended Registration Statement, such as the approximate amount of funds in the trust account, the stock trading price of Compute Health Class A Common Stock as of July 3, 2023 and the fee to be paid to Morrow Sodali. ***** Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, /s/ Paul R. Rosie Paul R. Rosie cc: Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc. Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc. Danielle Lauzon, Goodwin Procter LLP
2023-07-03 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
July 3, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 27, 2023
File No. 333-271862
Dear Shantanu Gaur:
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 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Non-Redemption Agreement, page 216
1.We note your response to prior comment 3. We disagree that the Sales Agency
Agreement is not required to be filed as an exhibit to your registration statement. We note
disclosure that in connection with the execution of the Business Combination Agreement,
Compute Health entered into the Non-Redemption Agreement with New Allurion,
Allurion and Medtronic. The Non-Redemption Agreement and Medtronic Sales Agency
Agreement are substantially related to this Business Combination and the Non-
Redemption Agreement refers to the Medtronic Sales Agency Agreement. Please file the
Medtronic Sales Agency Agreement as an exhibit to your registration statement.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
July 3, 2023 Page 2
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
July 3, 2023
Page 2
General
2.Please fill in missing information that is not eligible to be omitted pursuant to Rule 430A
of the Securities Act in a pre-effective amendment. Please revise throughout your
registration statement to include all information required under Rule 430 of Regulation S-
K in order for shareholders to receive a complete prospectus. Please note that this
includes all information to be calculated as of the record date, since you have set the
record date as July 3, 2023. Additionally, where applicable throughout your filing, revise
to include the approximate amount of funds in the trust account and the stock trading price
of the Compute Health shares as of a recent practicable date. Last, revise to disclose the
fee to be paid to Morrow Sodali or tell us why you cannot reasonably calculate such fee.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon
2023-06-30 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
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June 30, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Allarity Therapeutics, Inc.
Registration Statement on Form S-1
(File No. 333-272469)
Ladies and Gentlemen:
In accordance with Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Placement Agent, hereby joins Allarity Therapeutics, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-272469) (the “Registration
Statement”) to become effective on Wednesday, July 5, 2023, at 5:30 p.m., Eastern Time, or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel Lewis Brisbois Bisgaard & Smith LLP, request by telephone that such Registration
Statement be declared effective.
Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated June 30, 2023, are
expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to
secure adequate distribution of the Preliminary Prospectus.
The Placement Agent is aware
of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended, including the delivery requirement contained in such Rule.
Very truly yours,
A.G.P./ALLIANCE GLOBAL PARTNERS
By:
/s/ Thomas J. Higgins
Name:
Thomas J. Higgins
Title:
Managing Director
2023-06-30 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
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24 School Street, 2nd Floor
Boston, MA 02108
June 30, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joshua R. Gorsky
Re: Allarity Therapeutics, Inc.
Registration Statement on Form S-1 (File No. 333-272469)
Request for Acceleration
Requested Date: July 5, 2023
Requested Time: 5:00 p.m. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1,
as amended, (File No. 333-272469) be accelerated so that the same will become effective at 5:30 p.m., Eastern Time, on July 5, 2023, or
as soon thereafter as is practicable.
If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.
Very Truly Yours,
Allarity Therapeutics, Inc.
By:
/s/ James G. Cullem
Name:
James G. Cullem
Title:
Chief Executive Officer
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
2023-06-27 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP
1
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CORRESP
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
June 27, 2023
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
Attention: Benjamin Richie and Lauren Nguyen
Re:
Allurion Technologies Holdings, Inc.
Registration
Statement on Form S-4
Filed
June 13, 2023
File No. 333-271862
Ladies
and Gentlemen,
This letter is submitted on behalf of Allurion Technologies Holdings, 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-4 filed on June 13, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in your letter dated June 22, 2023, addressed to Shantanu Gaur, 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. The Amended Registration
Statement also contains certain additional updates and revisions.
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.
Amendment
No. 2 to Registration Statement on Form S-4
Cover Page
Division of Corporation Finance
Office of Industrial Applications and Services
United States
Securities and Exchange Commission
June 27, 2023
Page
2
1.
We note disclosure here that New Allurion will not have units trading on the New York Stock Exchange upon
the consummation of the Business Combination and you further clarify on page F-84 that upon closing, New Allurion common stock is expected to be traded on the New York Stock Exchange. Revise the disclosure
here to clarify such and disclose whether this is a condition to the closing of the Business Combination which may be waived.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration
Statement accordingly.
The Compute Health Board’s Reasons for Approval of the Business Combination, page 193
2.
We note your revisions in response to prior comment 4 and reissue the comment. Please revise your disclosure
to specifically discuss how the independent members of Compute Health’s Board considered certain conflicts of interest in negotiating and recommending the business combination.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 200 of the Amended Registration
Statement accordingly.
Non-Redemption Agreement, page 216
3.
We note your response to prior comment 5 and reissue in part. Revise to disclose the terms of the
May 15, 2023 Medtronic Sales Agency Agreement and provide a more detailed analysis explaining why filing this agreement as an exhibit to your filing is not necessary. We note that the Non-Redemption
Agreement refers to the Medtronic Sales Agency Agreement.
Response: The Company respectfully advises the Staff that it has
revised the disclosure on pages 220 and 221 of the Amended Registration Statement in response to the Staff’s comment. The Company further respectfully advises the Staff that the Company does not believe that the Sales Agency Agreement (the
“Agreement”) between Allurion Technologies, Inc. (“Allurion”) and Covidien AG, an affiliate of Medtronic plc (“Medtronic”), is a material contract required to be filed pursuant to Item 601 of
Regulation S-K. In reaching this conclusion, the Company determined that the Agreement was made in the ordinary course of business and does not fall within any of the exceptions set forth in Item
601(b)(10)(ii) of Regulation S-K.
The Agreement appoints Medtronic as a sales agent for Allurion in Turkey on a non-exclusive basis for an initial term of twelve months, with the option to renew for an additional twelve month period. As a sales agent, Medtronic will facilitate orders of Allurion’s products and Medtronic
will receive a commission on sales for each referred customer order. Allurion will complete order fulfillment, shipping and invoicing for product orders. Allurion enters into agreements with distributors and sales agents in the ordinary course of
business to promote and market its products across the world and the Agreement provides for sales agent services consistent with Allurion’s other sales agency agreements.
Division of Corporation Finance
Office of Industrial Applications and Services
United States
Securities and Exchange Commission
June 27, 2023
Page 3
The Company submits that its business is not “substantially dependent” on the Agreement, nor does
the Agreement constitute a contract to sell a major part of Allurion’s products or services or to purchase a major part of its requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent,
formula, trade secret, process or trade name upon which the Company’s business depends to a material extent.
The obligations of Medtronic pursuant
to the Non-Redemption Agreement were subject to Medtronic and Allurion having entered into the Agreement, and now that the Agreement has been entered into, Medtronic is required to, among other things,
(a) not redeem its 700,000 shares of Class A Common Stock of Compute Health (the “Medtronic Shares”) and (b) not sell, encumber or otherwise transfer the Medtronic Shares prior to the closing of the Business
Combination.
For the foregoing reasons, the Company submits that it is not currently dependent on the Agreement in any material or substantial respect
and the Agreement is not required to be filed as an exhibit to the Amended Registration Statement under Item 601(b)(10) of Regulation S-K.
Third-party open source software components, page 320
4.
We note your revised disclosure, in response to prior comment 1, that your Information Security Program is
in compliance with the global standard ISO 27001:2013. Please tell us whether you are also adhering to the ISO 27001:2022 standards updated in 2022. If the Information Security Program is not in compliance with ISO 27001:2022, include a risk factor
noting such or explain why the updated standards are not applicable to you.
Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 123 and 124 of the Amended Registration Statement accordingly. The Company further respectfully advises the Staff that Allurion’s Information Security Program was certified
as ISO 27001:2013 standard compliant by an external auditor in April 2022 prior to the publication of the updated ISO 27001:2022 standard in October 2022. The Company anticipates that it will fully transition to the updated ISO 27001:2022 standard
at its next external 3-year recertification audit, scheduled for April 2025, in advance of the ANSI National Accreditation Board required transition date of October 31, 2025. Allurion is currently in the
process of implementing the 11 new controls that are part of the updated ISO standard.
Exclusive Forum, page 350
5.
We note your revised disclosure in response to prior comment 3 and reissue in part. Please revise your
discussion of the exclusive forum provision here, and in the relevant risk factor, to disclose the potential for investors to experience both increased difficulty in bringing claims and increased associated costs.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 138, 139, 358 and 359 of the
Amended Registration Statement accordingly.
Division of Corporation Finance
Office of Industrial Applications and Services
United States
Securities and Exchange Commission
June 27, 2023
Page 4
*****
Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with
respect to the foregoing.
Very truly yours,
/s/ Paul R. Rosie
Paul R. Rosie
cc:
Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc.
Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc.
Danielle Lauzon, Goodwin Procter LLP
2023-06-26 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
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June 26, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation
Re: Clean
Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 15, 2023
File No. 001-41306
Dear Ladies and Gentlemen:
On behalf of our client, Clean Earth Acquisition Corp. (the “Company”),
we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 8, 2023
(the “Comment Letter”) with respect to the Company’s revised preliminary proxy statement on Schedule
14A (the “Proxy Statement”).
For your convenience, we have reproduced below in italics the text
of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Proxy Statement.
Revised Preliminary Proxy Statement on Schedule 14A filed May 15,
2023
Summary Term Sheet, page x
1. We note your revisions to the headnotes on pages xii and xxi. In
appears you should further revise these headnotes to clarify that the 2,555,556 Founder shares
subject to vesting at Closing and the 20,000,000 Earnout shares have been included assuming
such shares fully vest.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages xii and xxi of the revised
proxy statement.
Questions and Answers for Stockholders of Clean Earth
Q: What happens if the Business Combination Proposal is not approved
or it otherwise not consummated?, page xxiv
2. We note
you filed a DEF14A on May 10, 2023, as amended on May 17, 2023 and May 22,
2023, to hold a meeting on May 25, 2023 asking your shareholders to vote to approve
a proposal to amend your second amended and restated certificate of incorporation to revise
the terms for extending the time period to complete a business combination for an extra six
months after May 28, 2023 and to revise the payments your Sponsor would need to make
in connection with any such extension. You also state that to compensate your shareholders
for their patience and support and to incentivize shareholders to not redeem their shares,
you anticipate awarding 0.5 newco shares per 1.0 CLIN share not redeemed, up to $50 million
in total, to shareholders who do not redeem their shares. Please revise and update your disclosures
throughout the proxy, including on pages xv, xvi, 10, 38, 40, 142, 143, 144, 145, 152,
159 and 217 to reflect these new developments as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes throughout, including on
pages iii, xv, 11, 38, 40, 64, 76, 79, 115, 160, 171 of the revised proxy statement.
Q: Did the board of directors obtain a third-party fairness opinion
in determining whether or not to proceed with the business combination?, page xxv
3. Please revise this section to state, if true, that the fairness opinion
spoke only as of the date of the opinion, and does not take into account subsequent developments,
including the April 2023 updates to the financial projections delivered to Clean Earth,
or the amended terms of the merger agreement. Also include such disclosure in your Summary
of the Proxy Statement section under “Opinion of Cabrillo Advisors, Inc.”
Company
Response. The Company acknowledges the Staff's comment and has made the requested change on pages xxv, 8, and 119 of the revised
proxy statement.
Ownership of the Company following
the Business Combination, page 4
4. We note you revised the table on page 4 in response to comment
6. However, it appears the revised table includes shares that will not be outstanding immediately
following the consummation of the business combination based on the assumptions in the paragraph
above the table. Specifically, the table includes the Earnout shares, the Founder shares
that become subject to vesting on closing, the shares underlying the public warrants and
the shares underlying the private warrants which will not be outstanding immediately following
closing. The table also presents columns that assume no redemption and redemption of 25%,
50%, 75% of the public shares along with the maximum redemptions of public shares that can
occur before the business combination is terminated. Please revise the table and/or the description
as appropriate.
Company
Response. The Company acknowledges the Staff's comment and has made further revisions to the disclosure on page 5 of
the revised proxy statement.
Redemption Rights, page 9
5. Please revise your disclosure to clarify whether the aggregate value
of the warrants to be disclosed represents the value of the warrants retained by redeeming
stockholders assuming maximum redemptions.
2
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 10 of the revised
proxy statement.
Risk Factors
Any reductions or modifications to, or the elimination
of, governmental incentives or policies that support solar energy..., page 22
6. We note your disclosure that you depend heavily on government policies
that support utility scale renewable energy and enhance the economic feasibility of developing
and operating solar energy projects in regions in which you operate or plan to develop and
operate renewable energy facilities. Please revise to update this risk factor if modifications
to such government policies have had a material impact on Alternus, and todescribe such impact.
For example, we note in your response letter your reference to the imposition of energy price
caps in Poland.
Company
Response. The Company acknowledges the Staff’s comment and has revised the risk factor on page 24 of the revised
proxy statement.
If Alternus fails to comply with financial and other
covenants under debt arrangements..., page 26
7. We note the disclosure added on page 26 in response to comment
13. However, the waiver agreement described in Note 13 on page F-51 included certain
additional conditions with respect to raising additional funds through the issuance of €14
million in the form of equity or a subordinated loan by May 15, 2023, or if no firm
term sheet was in place by April 21, 2023 by conducting a Norwegian equity offering.
Alternatively, Solis had the option to divest a minimum of €50 million of assets by
April 21, 2023, with sales proceeds to be used for a partial redemption of the bonds
(at a redemption call price of 105% until June 30, 2023 and 107.5% thereafter), along
with certain other incentives to be provided to the bondholders no later than April 30,
2023. You also added disclosure on pages 191 and 192 which states that Solis shall divest
a minimum of €50 million of assets and use the proceeds for a partial redemption of
the bonds at the prices noted above and indicates that the bondholders have received some
of the incentives contemplated in the waiver agreement. Lastly, we note you issued a press
release on May 17, 2023 regarding negotiations with Solis' bondholders to extend the
waiver agreement to September 30, 2023 which appears to be subject to approval by written
resolution of the bondholders and which includes certain additional conditions for such an
extension. Please revise your disclosure for clarity and consistency regarding the status
and terms of the waiver agreement in force as of the most recent date practicable. Disclose
whether, and if so, how all conditions of that waiver agreement have been met by Alternus
and Solis. The terms of any proposed extension of the waiver agreement should be disclosed
as well and should include appropriate cautionary language that clearly conveys to investors
that such an extension may not be approved by the bondholders, unless the extension of the
waiver agreement has already been approved.
3
Company
Response. The Company acknowledges the Staff’s comment and has made the requested edits, on pages 28, 118, 214,
F-59, F-60, F-75, F-84, F-96, F-111, F-115 and F-116 of the revised proxy statement.
8. We note your revised disclosure in response to prior comment 14 that
if the ownership of Solis and all of its subsidiaries were to be transferred to the Solis
bondholders in connection with an event of default under the Solis bond, the majority of
Alternus’ operating assets and related revenues and EBIDTA would be eliminated. Please
consider including a stand-alone risk factor discussing this risk. Please also disclose this
risk in your Summary of Risk Factors.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change by adding an additional stand-alone
risk factor on page 28 of the revised proxy statement and referencing that risk factor in the Summary of Risk Factors on page 14 of the revised proxy statement.
Unaudited Pro Forma Condensed Combined
Financial Information, page 61
9. Please revise your pro forma financial statements to reflect the impact
of the actual or planned issuance of additional equity or subordinated debt, or alternatively,
the actual or planned divestiture of assets and the related use of proceeds to partially
repay the Solis' bonds, since at least one of these actions appears to be required in order
to comply with the conditions of the waiver agreements related to such bonds.
Company
Response. The Company acknowledges the Staff's comment. The extension of
the Solis bond waiver to September 30th has made these actions no longer required. By no later than September 30th the Solis Bonds
must be repaid in full, either through a sale or refinancing, or a combination of the two. Therefore, the pro forma financial
statements reflect a refinancing of the Solis assets in full.
10. Please revise your pro forma financial information to reflect the additional
funds you expect your Sponsor to deposit into the trust account in connection with any extension(s) of
the time period to complete your business combination.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 74
of the revised proxy statement.
11. You anticipate awarding an additional 0.5 shares per 1.0 CLIN share
not redeemed, to incentivize your shareholders not to redeem up to $50 million. Please revise
your pro forma financial information to reflect the issuance of these shares assuming no
redemptions and assuming maximum redemptions. Please also revise your other disclosures with
respect to shares expected to be outstanding after the offering and potentially dilutive
shares throughout the filing to reflect the issuance of these shares under each of your various
offering scenarios.
Company
Response. The Company acknowledges the Staff’s comment and has made the
requested change on pages 64, 76, and 79 of the revised proxy statement.
4
Background of the Business Combination, page 90
12. We note that Citigroup Global Markets Inc. was an underwriter for the
initial public offering of the SPAC. Please tell us, with a view to disclosure, whether you
have received notice, or any other indication, from Citigroup Global Markets Inc. or any
other firm engaged in connection with your initial public offering that it will cease involvement
in your transaction and how that may impact your deal or the deferred underwriting compensation
owed for the SPAC’s initial public offering. In that regard, we note your disclosure
that Citigroup Global Markets Inc. agreed to forfeit the deferred commission that was to
be paid to Citigroup upon the consummation of the initial business combination.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 115 of the revised
proxy statement.
Projected Financial Information, page 115
13. We note your revised disclosure in response to comment 25 that the
projections through 2025 represent the key period of such projections because the Clean Earth
2023-06-22 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
June 22, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 13, 2023
File No. 333-271862
Dear Shantanu Gaur:
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 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1.We note disclosure here that New Allurion will not have units trading on the New York
Stock Exchange upon the consummation of the Business Combination and you further
clarify on page F-84 that upon closing, New Allurion common stock is expected to be
traded on the New York Stock Exchange. Revise the disclosure here to clarify such and
disclose whether this is a condition to the closing of the Business Combination which may
be waived.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
June 22, 2023 Page 2
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 22, 2023
Page 2
The Compute Health Board's Reasons for Approval of the Business Combination, page 193
2.We note your revisions in response to prior comment 4 and reissue the comment. Please
revise your disclosure to specifically discuss how the independent members of Compute
Health's Board considered certain conflicts of interest in negotiating and recommending
the business combination.
Non-Redemption Agreement, page 216
3.We note your response to prior comment 5 and reissue in part. Revise to disclose the
terms of the May 15, 2023 Medtronic Sales Agency Agreement and provide a more
detailed analysis explaining why filing this agreement as an exhibit to your filing is not
necessary. We note that the Non-Redemption Agreement refers to the Medtronic Sales
Agency Agreement.
Third-party open source software components., page 320
4.We note your revised disclosure, in response to prior comment 1, that your Information
Security Program is in compliance with the global standard ISO 27001:2013. Please tell
us whether you are also adhering to the ISO 27001:2022 standards updated in 2022. If the
Information Security Program is not in compliance with ISO 27001:2022, include a risk
factor noting such or explain why the updated standards are not applicable to you.
Exclusive Forum, page 350
5.We note your revised disclosure in response to prior comment 3 and reissue in part.
Please revise your discussion of the exclusive forum provision here, and in the relevant
risk factor, to disclose the potential for investors to experience both increased difficulty in
bringing claims and increased associated costs.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon
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
2023-06-13 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm Response Letter Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 June 13, 2023 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 Attention: Benjamin Richie and Lauren Nguyen Re: Allurion Technologies Holdings, Inc. Registration Statement on Form S-4 Filed May 12, 2023 File No. 333-271862 Ladies and Gentlemen, This letter is submitted on behalf of Allurion Technologies Holdings, 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-4 filed on May 12, 2023 (File No. 333-271862) (the “Registration Statement”), as set forth in your letter dated June 1, 2023, addressed to Shantanu Gaur, 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. The Amended Registration Statement also contains certain additional updates and revisions. 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 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. Registration Statement on Form S-4 The Allurion VCS and other products or services contain third-party open source software components, page 122 1. We note the new disclosure that the Allurion VCS and your other products and services contain software licensed to you by third-party authors under “open source” licenses and that use of such software may entail greater risks than use of non-open source third-party commercial software. At an another appropriate section of your registration statement, revise to disclose any procedures in place to mitigate such risks. If you do not have current procedures in place, revise the risk factor to disclose such. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 320 of the Amended Registration Statement accordingly. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission June 13, 2023 Page 2 Sales of shares of New Allurion Common Stock following the completion of the Mergers may cause the market price, page 135 2. We note your response to prior comment 7 and the disclosure that the effective prices at which the Sponsor, certain independent directors of Compute Health, certain Historical Rollover Equityholders, the PIPE Investors, RTW, a Fortress affiliate and HVL will have acquired their shares of New Allurion Common Stock are generally substantially less than the IPO price of $10.00 per share and may be less than the per share value implied in the PIPE Investment of $7.04 per share. To provide shareholders additional context, revise to disclose the effective prices that the referenced categories of investors paid for such shares. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 137 of the Amended Registration Statement accordingly. Risk Factors The provisions of the Proposed Bylaws requiring exclusive forum in the Court of Chancery..., page 136 3. Please revise this section, and your Exclusive Forum section on page 350, to disclose the risks that the exclusive forum provision may result in increased costs for investors to bring a claim. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 138 and 139 of the Amended Registration Statement accordingly. The Compute Health Board’s Reasons for Approval of the Business Combination, page 191 4. We note your response to prior comment number 19 and reissue in part. Please revise your disclosure to discuss how Compute Health’s Board considered certain conflicts of interest in negotiating and recommending the business combination. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 200 of the Registration Statement accordingly. Non-Redemption Agreement, page 216 5. We note that the Non-Redemption Agreement is “subject to Medtronic and Allurion, or their respective designees, entering into a sales agency agreement the Medtronic Collaboration pursuant to the Sales Agency Agreement that is satisfactory to Medtronic” and that “such sales agency agreement shall be substantially consistent with the memorandum of understanding between Target and Investor.” Please revise to include the material terms of such memorandum of understanding. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that on May 13, 2023, Covidien AG, an affiliate of Medtronic plc (“Medtronic”), and Allurion Technologies, Inc. entered into a sales agency agreement (the “Sales Agency Agreement”). As a result, the obligations of Medtronic pursuant to the Non-Redemption Agreement are no longer subject to such contingency. The Company also respectfully advises the Staff that it has concluded that the Sales Agency Agreement is not material to the Company under Item 601(b)(10), and therefore, it has not filed the Sales Agency Agreement as an exhibit to the Amended Registration Statement or disclosed the terms thereof. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission June 13, 2023 Page 3 Consequences of the CPUH Merger, page 261 6. We note your revised disclosures in response to prior comment 4. The tax opinion exhibit refers to assumptions, exceptions, limitations and qualifications set forth in the registration statement and that the registration statement also refers to the assumptions, exceptions, limitations and qualifications set forth in the tax opinion exhibit. Please revise to describe the qualifications in the registration statement upon which the tax opinion relies. For additional guidance concerning assumptions and opinions subject to uncertainty, refer to Staff Legal Bulletin No. 19. Response: In response to the Staff’s comment, we have revised our opinion to clarify that it is not qualified or otherwise limited by the Registration Statement. Intellectual Property, page 317 7. We note your response to prior comment number 25 and reissue, in part. Please revise to provide the certain type of patent protection provided by the specified jurisdiction. For example, please clarify whether they are design, plant, provisional, or utility patents. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 318 and 319 of the Amended Registration Statement accordingly. ***** Please contact the undersigned at (617) 570-1724 or via email at PRosie@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, /s/ Paul R. Rosie Paul R. Rosie cc: Shantanu Gaur, Chief Executive Officer, Allurion Technologies, Inc. Chris Geberth, Chief Financial Officer, Allurion Technologies, Inc. Danielle Lauzon, Goodwin Procter LLP
2023-06-12 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
June 12, 2023
James G. Cullem
Chief Executive Officer
Allarity Therapeutics, Inc.
24 School Street, 2nd Floor
Boston, MA 02108
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 7, 2023
File No. 333-272469
Dear James G. Cullem:
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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott E. Bartel, Esq.
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.
2023-06-08 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
June 8, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 15, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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.
Revised Preliminary Proxy Statement on Schedule 14A filed May 15, 2023
Summary Term Sheet, page x
1.We note your revisions to the headnotes on pages xii and xxi. In appears you should
further revise these headnotes to clarify that the 2,555,556 Founder shares subject to
vesting at Closing and the 20,000,000 Earnout shares have been included assuming such
shares fully vest.
Questions and Answers for Stockholders of Clean Earth
Q: What happens if the Business Combination Proposal is not approved or it otherwise not
consummated?, page xxiv
2.We note you filed a DEF14A on May 10, 2023, as amended on May 17, 2023 and May
22, 2023, to hold a meeting on May 25, 2023 asking your shareholders to vote to approve
a proposal to amend your second amended and restated certificate of incorporation to
revise the terms for extending the time period to complete a business combination for an
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
June 8, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 2
extra six months after May 28, 2023 and to revise the payments your Sponsor would need
to make in connection with any such extension. You also state that to compensate your
shareholders for their patience and support and to incentivize shareholders to not redeem
their shares, you anticipate awarding 0.5 newco shares per 1.0 CLIN share not redeemed,
up to $50 million in total, to shareholders who do not redeem their shares. Please revise
and update your disclosures throughout the proxy, including on pages xv, xvi, 10, 37, 39,
142, 143, 144, 145, 152, 159 and 217 to reflect these new developments as appropriate.
Q: Did the board of directors obtain a third-party fairness opinion in determining whether or not
to proceed with the business combination?, page xxv
3.Please revise this section to state, if true, that the fairness opinion spoke only as of the date
of the opinion, and does not take into account subsequent developments, including the
April 2023 updates to the financial projections delivered to Clean Earth, or the amended
terms of the merger agreement. Also include such disclosure in your Summary of the
Proxy Statement section under “Opinion of Cabrillo Advisors, Inc.”
Ownership of the Company following the Business Combination, page 4
4.We note you revised the table on page 4 in response to comment 6. However, it appears
the revised table includes shares that will not be outstanding immediately following the
consummation of the business combination based on the assumptions in the paragraph
above the table. Specifically, the table includes the Earnout shares, the Founder shares
that become subject to vesting on closing, the shares underlying the public warrants and
the shares underlying the private warrants which will not be outstanding immediately
following closing. The table also presents columns that assume no redemption and
redemption of 25%, 50%, 75% of the public shares along with the maximum redemptions
of public shares that can occur before the business combination is terminated. Please
revise the table and/or the description as appropriate.
Redemption Rights, page 9
5.Please revise your disclosure to clarify whether the aggregate value of the warrants to be
disclosed represents the value of the warrants retained by redeeming stockholders
assuming maximum redemptions.
Risk Factors
Any reductions or modifications to, or the elimination of, governmental incentives or policies
that support solar energy..., page 22
6.We note your disclosure that you depend heavily on government policies that support
utility scale renewable energy and enhance the economic feasibility of developing and
operating solar energy projects in regions in which you operate or plan to develop and
operate renewable energy facilities. Please revise to update this risk factor if
modifications to such government policies have had a material impact on Alternus, and to
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
June 8, 2023 Page 3
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 3
describe such impact. For example, we note in your response letter your reference to the
imposition of energy price caps in Poland.
If Alternus fails to comply with financial and other covenants under debt arrangements..., page
26
7.We note the disclosure added on page 26 in response to comment 13. However, the
waiver agreement described in Note 13 on page F-51 included certain additional
conditions with respect to raising additional funds through the issuance of €14 million in
the form of equity or a subordinated loan by May 15, 2023, or if no firm term sheet was in
place by April 21, 2023 by conducting a Norwegian equity offering. Alternatively, Solis
had the option to divest a minimum of €50 million of assets by April 21, 2023, with sales
proceeds to be used for a partial redemption of the bonds (at a redemption call price of
105% until June 30, 2023 and 107.5% thereafter), along with certain other incentives to be
provided to the bondholders no later than April 30, 2023. You also added disclosure on
pages 191 and 192 which states that Solis shall divest a minimum of €50 million of assets
and use the proceeds for a partial redemption of the bonds at the prices noted above and
indicates that the bondholders have received some of the incentives contemplated in the
waiver agreement. Lastly, we note you issued a press release on May 17, 2023 regarding
negotiations with Solis' bondholders to extend the waiver agreement to September 30,
2023 which appears to be subject to approval by written resolution of the bondholders and
which includes certain additional conditions for such an extension. Please revise your
disclosure for clarity and consistency regarding the status and terms of the waiver
agreement in force as of the most recent date practicable. Disclose whether, and if
so, how all conditions of that waiver agreement have been met by Alternus and Solis. The
terms of any proposed extension of the waiver agreement should be disclosed as well and
should include appropriate cautionary language that clearly conveys to investors that such
an extension may not be approved by the bondholders, unless the extension of the waiver
agreement has already been approved.
8.We note your revised disclosure in response to prior comment 14 that if the ownership of
Solis and all of its subsidiaries were to be transferred to the Solis bondholders in
connection with an event of default under the Solis bond, the majority of Alternus’
operating assets and related revenues and EBIDTA would be eliminated. Please
consider including a stand-alone risk factor discussing this risk. Please also disclose this
risk in your Summary of Risk Factors.
Unaudited Pro Forma Condensed Combined Financial Information, page 61
9.Please revise your pro forma financial statements to reflect the impact of the actual or
planned issuance of additional equity or subordinated debt, or alternatively, the actual or
planned divestiture of assets and the related use of proceeds to partially repay the Solis'
bonds, since at least one of these actions appears to be required in order to comply with
the conditions of the waiver agreements related to such bonds.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
June 8, 2023 Page 4
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 4
10.Please revise your pro forma financial information to reflect the additional funds you
expect your Sponsor to deposit into the trust account in connection with any extension(s)
of the time period to complete your business combination.
11.You anticipate awarding an additional 0.5 shares per 1.0 CLIN share not redeemed, to
incentivize your shareholders not to redeem up to $50 million. Please revise your pro
forma financial information to reflect the issuance of these shares assuming no
redemptions and assuming maximum redemptions. Please also revise your other
disclosures with respect to shares expected to be outstanding after the offering and
potentially dilutive shares throughout the filing to reflect the issuance of these shares
under each of your various offering scenarios.
Background of the Business Combination, page 90
12.We note that Citigroup Global Markets Inc. was an underwriter for the initial public
offering of the SPAC. Please tell us, with a view to disclosure, whether you have received
notice, or any other indication, from Citigroup Global Markets Inc. or any other firm
engaged in connection with your initial public offering that it will cease involvement in
your transaction and how that may impact your deal or the deferred underwriting
compensation owed for the SPAC’s initial public offering. In that regard, we note your
disclosure that Citigroup Global Markets Inc. agreed to forfeit the deferred commission
that was to be paid to Citigroup upon the consummation of the initial business
combination.
Projected Financial Information, page 115
13.We note your revised disclosure in response to comment 25 that the projections through
2025 represent the key period of such projections because the Clean Earth Board
considered the 2022-2025 projections as part of its process in order to determine the
valuation of Alternus. Please clarify whether the Clean Earth board of directors relied on
projections beyond such period in its determination to enter into the business combination
agreement or the amendment to such agreement.
14.We note your response to prior comment 28 that the revised projections that served as the
basis for the revised valuation are the projections included in the prospectus. Please also
include in the proxy statement the projections and material assumptions relied upon by the
Clean Earth board of directors in its determination to enter into the business combination
agreement, and relied upon by the fairness advisor in rendering the fairness opinion.
Supplement this disclosure by also explaining the material differences between these
projections and the revised projections, such as the different assumptions used. With
respect to the extended projections through December 31, 2051 reviewed by the fairness
advisor in order to prepare a Discounted Cash Flow Analysis as part of its process for
rendering its fairness opinion, please tell us your basis for not disclosing such projections
and the material assumptions and limitations underlying such projections. For example,
please provide your analysis as to whether such projections are material. In that regard, we
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
June 8, 2023 Page 5
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 5
note your response that Cabrillo Advisors reviewed Alternus' projections from 2022-2025
as well as Alternus' extended projections through December 31, 2051 in order to prepare a
Discounted Cash Flow Analysis as part of its process for rendering its fairness opinion,
and as such, relied on such projections among other inputs.
15.Please disclose whether the projected financial information assumes the divestment of
assets or consummation of other material terms of the Solis bond waiver agreements. In
addition, please disclose whether the board of directors considered such bond waiver
terms, including their impact on liquidity and the projections, in recommending that the
Clean Earth stockholders approve the business combination.
Liquidity Position, page 191
16.We note your response to prior comment 14, and reissue such comment in part. In that
regard, we note your disclosure that as of December 31, 2022, Solis Bond Company DAC
(Solis), was in breach of the three financial covenants under Solis’ Bond terms. Please
disclose all material terms of such Solis bonds, including the terms of such three financial
covenants.
Financial Statements
General, page F-1
17.Please update the financial statements of Clean Earth Acquisition Corp. and Alternus
Energy Group PLC, the unaudited pro forma financial information and other financial
information. Refer to Item 8-08 of Regulation S-X.
Alternus Energy Group Public Limited Company and Subsidiaries
Consolidated Statement of Operations and Comprehensive Income/(Loss) for the Years Ended
December 31, 2022 and 2021, page F-28
18.We considered your response to comment 34. It appears that incurring development costs
and making decisions regarding whether to proceed with the development and/or
acquisition of the related projects or whether to write-off of development costs related to a
particular project or projects for economic or other reasons are activities that are part of
your ongoing operations as an independent power producer. As such, we continue to
believe that the write-off of development costs represents normal operating costs
associated with your business. Please revise to reclassify these costs to be presented
within operating income.
Note 3. Summary of Significant Accounting Policies
Development Cost, page F-43
19.In your response to comment 35 you stated that the Polish government enacted emergency
legislation that imposed a price cap on energy which reduced the expected value of the
energy projects and you decided to abandon these projects. In Note 18 you disclose that
approximately $11.9 million of the $23.9 million in development costs written-off in 2022
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
June 8, 2023 Page 6
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 6
related to Project 1 located in Poland. Project 2 appears to be located in Italy and Project
3 appears to be located in Spain. As previously requested, disclose the material
government actions, laws, policies or budgetary constraints that led to the development
cost write-off of the other $12 million in 2022.
Unaudited Interim Financial Statements of LJG Green Source Energy Beta SRL, page F-96
20.We note you revised your unaudited statements of operations, retained earnings and cash
flows as requested in comment 36. However, we note you also revised your balance sheet
for the interim period ended March 31, 2021 to be compared to the prior year interim
period ended March 31, 2020. Revise to include an unaudited interim balance sheet for
the interim period ended March 31, 2021 compared to a balance sheet for the prior year
ended December 31, 2020. Refer to Item 8-03 of Regulation S-X.
Unaudited Interim Financial Statements for the SIG 24 Portfolio, page F-124
21.Please revise to include an unaudited interim balance sheet for the interim period ended
September 30, 2021 compared to a balance sheet for the prior year ended December 31,
2020. Refer to Item 8-03 of Regulation S-X.
Unaudited Interim Financial Statements of Solarpark Samas Sp. Z.O.O., page F-150
22.We note you revised your unaudited statements of operations, retained earnings and cash
f
2023-06-01 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
June 1, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271862
Dear Shantanu Gaur:
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 13, 2023 letter.
Registration Statement on Form S-4
The Allurion VCS and other products or services contain third-party open source software
components., page 122
1.We note the new disclosure that the Allurion VCS and your other products and services
contain software licensed to you by third-party authors under “open source” licenses and
that use of such software may entail greater risks than use of non-open source third-party
commercial software. At an another appropriate section of your registration statement,
revise to disclose any procedures in place to mitigate such risks. If you do not have
current procedures in place, revise the risk factor to disclose such.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
June 1, 2023 Page 2
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 1, 2023
Page 2
Sales of shares of New Allurion Common Stock following the completion of the Mergers may
cause the market price, page 135
2.We note your response to prior comment 7 and the disclosure that the effective prices at
which the Sponsor, certain independent directors of Compute Health, certain Historical
Rollover Equityholders, the PIPE Investors, RTW, a Fortress affiliate and HVL will have
acquired their shares of New Allurion Common Stock are generally substantially less than
the IPO price of $10.00 per share and may be less than the per share value implied in the
PIPE Investment of $7.04 per share. To provide shareholders additional context, revise to
disclose the effective prices that the referenced categories of investors paid for such
shares.
Risk Factors
The provisions of the Proposed Bylaws requiring exclusive forum in the Court of Chancery...,
page 136
3.Please revise this section, and your Exclusive Forum section on page 350, to disclose the
risks that the exclusive forum provision may result in increased costs for investors to bring
a claim.
The Compute Health Board's Reasons for Approval of the Business Combination, page 191
4.We note your response to prior comment number 19 and reissue in part. Please revise your
disclosure to discuss how Compute Health's Board considered certain conflicts of interest
in negotiating and recommending the business combination.
Non-Redemption Agreement, page 216
5.We note that the Non-Redemption Agreement is "subject to Medtronic and Allurion, or
their respective designees, entering into a sales agency agreement the Medtronic
Collaboration pursuant to the Sales Agency Agreement that is satisfactory to Medtronic"
and that "such sales agency agreement shall be substantially consistent with the
memorandum of understanding between Target and Investor." Please revise to include the
material terms of such memorandum of understanding.
Consequences of the CPUH Merger , page 261
6.We note your revised disclosures in response to prior comment 4. The tax opinion exhibit
refers to assumptions, exceptions, limitations and qualifications set forth in the registration
statement and that the registration statement also refers to the assumptions, exceptions,
limitations and qualifications set forth in the tax opinion exhibit. Please revise to
describe the qualifications in the registration statement upon which the tax opinion relies.
For additional guidance concerning assumptions and opinions subject to uncertainty, refer
to Staff Legal Bulletin No. 19.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
June 1, 2023 Page 3
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
June 1, 2023
Page 3
Intellectual Property, page 317
7.We note your response to prior comment number 25 and reissue, in part. Please revise to
provide the certain type of patent protection provided by the specified jurisdiction. For
example, please clarify whether they are design, plant, provisional, or utility patents.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Richie at 202-551-7857 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Danielle Lauzon
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 - CORRESP - Alkermes plc. (ALKS) (CIK 0001520262)
CORRESP
1
filename1.htm
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
2023-05-19 - 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
2023-05-16 - 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 - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
May 15, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation
Re: Clean Earth Acquisitions Corp.
Revised
Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-41306
Dear Ladies and Gentlemen:
On behalf of our client, Clean Earth Acquisition Corp. (the “Company”),
we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 8, 2023 (the
“Comment Letter”) with respect to the Company’s revised preliminary proxy statement on Schedule 14A (the
“Proxy Statement”).
For your convenience, we have reproduced below in italics the text
of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Proxy Statement.
Revised Preliminary Proxy Statement filed April 21, 2023
Summary Term Sheet, page x
1. You disclose on page xvi that Alternus will own approximately 64% of Clean Earth at closing, assuming no redemptions. You
make this same disclosure elsewhere throughout the proxy, including in the letter to Clean Earth shareholders and on pages xx, 4,
38, 42, 54 and 208. However, based on the information included in the tables on pages 69 and 73 in your pro forma financial information
it appears Alternus will own approximately 47% of Clean Earth at closing, assuming no redemptions. Please revise this information to reflect
the reduction in the number of shares to be issued to Alternus in the business combination resulting from the First Amendment to the Business
Combination Agreement dated April 12, 2023 and the appropriate number and/or percentage of shares of the post- Merger company that
will be owned by Alternus at closing, assuming no redemptions.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change in the letter to the
shareholders and on pages xx, 4, 41 and 54 of the revised proxy statement, and removed corresponding references to “controlled
company status”.
2. You disclose in the headnote to the table presented on page xii that it is intended to show the sources and extent of potential
dilution that non-redeeming shareholders’ could experience in connection with the Closing across a range of varying redemption scenarios.
You disclose that this information excludes the founders’ shares subject to vesting and the Earn Out shares, however, those shares are
included in the table. This comment also applies to the second table presented on page xxi. Please revise the tables or the related
headnotes, as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change by revising the headnotes
on page xii and page xxii of the revised proxy statement.
3. It appears the reference to footnote (1) to the table on page xii is a reference to the number of Public Shares presented
in the table and should be relocated to be beside that caption.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page xii and page xxi
of the revised proxy statement.
Questions
and Answers for Stockholders of Clean Earth
Q: May the Sponsor, the initial stockholder or the Company’s directors or officers or their affiliates purchase shares or public
warrants, page xxiv
4. We note your response to prior comment 6 that your initial stockholders, directors, officers, advisors and affiliates will not
purchase public shares or public warrants in privately negotiated transactions or in the open market prior to or following the completion
of the business combination. However, your response is inconsistent with your revised disclosure on pages xxv and 40. We also note
your current disclosure now states both that the purpose of any such purchases of shares could be to vote such shares in favor of the
business combination, and that to the extent any such securities are purchased, such public securities will not be voted. Accordingly,
we reissue the comment. Please provide us with your analysis as to how purchases of shares or public warrants in privately negotiated
transactions or in the open market either prior to or following the completion of the business combination by your initial stockholders
and your directors, officers, advisors and their affiliates would comply with Exchange Act Rule 14e-5. To the extent that you are
relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how
it applies to your circumstances.
Company
Response. The Company acknowledges the Staff’s comment and has made further revisions to the disclosure on page xxiv and page 40 of the revised proxy statement.
Simplified Pre-Business Combination Structure, page 3
5. We note your revised diagram in response to prior comment 8. Please disclose the ownership interests held by Clean Earth’s
sponsor, directors and officers, Alternus, and public stockholders assuming a redemption scenario such as that no public stockholders
of Clean Earth exercise their redemption rights.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 3 of the revised
proxy statement.
Ownership of the Company following the Business Combination,
page 4
2
6. We note your disclosure that the table on page 5 illustrates the varying ownership levels in Clean Earth immediately following
the Business Combination based on the assumptions above. However, the table presents the number of Class A public shares that will
be redeemed and those that will remain outstanding at each of the 25%, 50%, 75% and maximum redemption levels rather than being based
on the information in the immediately preceding paragraphs as it does not include the shares to be issued for the Rights or shares to
be issued to Alternus. Please revise the description of the information presented in this table or revise the table, as appropriate. Please
also see related comment below.
Company
Response. The Company acknowledges the Staff’s comment and has revised the table on page 5 of the revised proxy
statement.
7. We note your revised disclosure in response to prior 9. It appears you have removed the table illustrating the varying ownership
levels in the Company immediately following the consummation of the business combination. Please revise to include this table and ensure
the table reflects the 33.3% of the founder shares which become subject to vesting on closing of the business combination and the 2,300,000
shares which will be issuable on conversion of the Rights which will automatically convert on closing of the business combination.
Company
Response. The Company acknowledges the Staff’s comment and has reincorporated this table, along with the requested edits,
on page 5 of the revised proxy statement.
Opinion of Cabrillo Advisors, Inc., page 7
8. We note your response to prior comment 10 that the Opinion addresses fairness to all shareholders as a group, and not only those
shareholders unaffiliated with the sponsor or its affiliates. Please revise your disclosure accordingly.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 7, page 109
and page 111 of the revised proxy statement.
Redemption Rights, page 9
9. We note your revised disclosure in response to prior comment 38 and reissue the comment in part. Please identify any material resulting
risks.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 10 of the revised
proxy statement.
Risk Factors
Risks Related to Alternus’ Business and Industry, page 16
3
10. We note the audit report for Alternus Energy Group Plc includes an explanatory paragraph related to substantial doubt about the
Company’s ability to continue as a going concern. We also note your related disclosure on page 182. Please provide related
risk factor disclosure.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 of the revised
proxy statement.
Alternus’ limited operating history may not serve as an
adequate basis to judge its future prospectus and results of operations, page 16
11. You disclose Alternus’ net losses for the years ended December 31, 2021 and 2020. Since you have updated Alternus’ financial
statements to include the year ended December 31, 2022, please update this information.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 of the revised
proxy statement.
Alternus’ substantial indebtedness could adversely affect
its business, financial condition and results of operations, page 16
12. Please update the amount of Alternus’ indebtedness to reflect the balances of such debt as of December 31, 2022.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 and page 17 of
the revised proxy statement.
If Alternus fails to comply with financial and other covenants under
debt arrangements..., page 26
13. You disclose that Alternus’ subsidiary, Solis Bond Company, has received a temporarywaiver of its breach of certain financial covenants,
from its bond holders until May 15, 2023. This disclosure is inconsistent with your disclosure in Note 2 on page F-38 that Solis
Bond Company received a temporary waiver related to the breach of three financial covenants until June 30, 2023 and an amendment
to the bond terms to allow for a change of control of Solis which requires Alternus to meet certain financing and other conditions in
return for such waivers. Please revise your disclosure about this matter and update it to the most recent date practicable in your next
amendment.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 26 of the revised
proxy statement.
4
14. We note your revised disclosure in response to prior comment 14 that there is no assurance that Solis will not breach the waiver
or the financial covenants in the bond terms again on May 15, 2023 or at some other point in the future, and should an event of default
occur under the Solis bond, Solis’ bondholders have the right to immediately transfer ownership of Solis and all of its subsidiaries
to the bondholders and proceed to sell Solis’ assets to recoup the full amount owed to the bondholders, which is currently €147,000,000
(approximately $149,480,800). Please expand to discuss the risks to the Company if the ownership of Solis and all of its subsidiaries
is transferred to Solis bondholders upon such an event of default. In addition, please discuss the material terms of the bonds in the
Liquidity and Capital Resources section on page 191, including the financial covenants in the bond terms, as well as the terms of
the waiver from the bond holders.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 26 and page 192
of the revised proxy statement.
Risks Related to Clean Earth and the Business Combination
The market price of Clean Earth’s common stock following
.. business combination could be affected by the market price of Alternus’.. shares, page 39
15. Although you revised the number of shares of common stock to be issued at the Closing from 55,000,000 to 27,500,000, the amount
you disclose for the “Clean Earth Equivalent Price Per Share” is unchanged. Please revise or tell us why no revision is required.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 39 of the revised
proxy statement.
The Company may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous..making your warrants worthless, page 40
16. Please update the historical trading prices for your shares of common stock to a more recent date.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 40 of the revised
proxy statement.
A significant portion of our total outstanding shares are restricted
from immediate resale but may be sold, page 42
17. We note your revised disclosure in response to comment 17 and reissue the comment. Please revise to disclose the amount of shares
of common stock which will be subject to resale registration rights as of the closing of the business combination.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 42 of the revised
proxy statement.
The Proposed Charter will provide, subject to limited exceptions,
that the Court of Chancery will be the sole and exclusive forum..., page 49
5
18. We note your response to prior comment 15 and your revised disclosure regarding the selection under your exclusive forum provision
of another federal or state court situated in the State of Delaware if the Court of Chancery lacks subject matter jurisdiction for certain
claims. However, this does not appear to be consistent with Article XIII of your proposed charter. Please revise.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 49 of the revised
proxy statement.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations,
page 65
19. Please revise your caption “Total other expense” to be Total other income (expense) to reflect the fact that the amounts
presented for Clean Earth represent other income.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 66 of the revised
proxy statement.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2. Basis of Presentation
Significant Acquisitions, page 68
20. You disclose that the unaudited pro forma combined condensed financial statements do not include adjustments related to six entities
acquired in 2021 which were not significant and which management determined were not material to present. It appears these entities would
be included in the historical financial information of Alternus for the year ended December 31, 2022. Please revise the disclosure
or clarify the meaning of this statement.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 69 of the revised
proxy statement.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet Transactions Accounting Adjustments
Adjustment 4. (l), page 72
21. We note your disclosure that upon the close of the Business Combination, Alternus will be issued up to 15 million shares of Alternus
Clean Energy’s common stock (the “Earn Out Shares”). Elsewhere throughout the proxy you disclose that Alternus will be issued
up to 20 million Earn Out Shares at closing. Please revise as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 72 of the revised
proxy statement.
6
22. Disclose how the initial fair value of the Earn Out Shares was determined. Your disclosure should include the accounting model
utilized along with the relevant inputs used at the measurement date.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 72 of the revised
proxy statement.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations Transactions Accounting Adjustments
Adjustment 5.(e), page 73
23. The pro forma net loss attributable to Alternus Clean Energy and the basic and diluted
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
2023-05-12 - CORRESP - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
CORRESP 1 filename1.htm CORRESP Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 12, 2023 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 Attention: Benjamin Richie and Lauren Nguyen Re: Allurion Technologies Holdings, Inc. Draft Registration Statement on Form S-4 Submitted February 14, 2023 CIK No. 0001964979 Ladies and Gentlemen, This letter is submitted on behalf of Allurion Technologies Holdings, 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 Draft Registration Statement on Form S-4 submitted on February 14, 2023 (the “Draft Registration Statement”), as set forth in your letter dated March 13, 2023 addressed to Shantanu Gaur, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently publicly filing a revised Registration Statement (the “Registration Statement”), which includes changes that reflect responses to the Staff’s comments. The Registration Statement also contains certain additional updates and revisions. 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 Draft Registration Statement, and page references in the responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Draft 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 Registration Statement (marked to show changes from the Draft Registration Statement) via email. Draft Registration Statement on Form S-4, submitted February 14, 2023 Question: What Are The Risks For Any Public Warrant Holders Post Business Combination?, page 21 1. Revise this Question & Answer 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. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 36 of the Registration Statement accordingly. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission May 12, 2023 Page 2 Question: What Are The Material Differences, If Any, In The Terms And Price Of Securities Issued, page 23 2. Please revise to disclose the approximate number of shares that the PIPE Investors will purchase at a discount to the market price in the PIPE Investment. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 38-39 of the Registration Statement accordingly. Questions & Answers About the Business Combination and Special Meeting, page 23 3. Revise to include a Question & Answer to disclose that under the terms of the Revenue Interest Financing Agreement, Allurion will be required to make additional payments within thirty days of December 31, 2027 in an amount equal to 100% of the Investment Amount less the aggregate amount of all of the payments by Allurion in respect of the revenue interests made to RTW prior to such date, if RTW has not received revenue interest payments equal to 100% of the Investment Amount by December 31, 2027. In your discussion, also describe the RTW Side Letter and Additional Revenue Interest Financing Agreement. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 27-28 of the Registration Statement accordingly. Question: What Are the U.S. Federal Income Tax Consequences of the CPUH Merger?, page 24 4. We note your disclosure that it is intended that the CPUH Merger will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code and that holders of Compute Health Class A Common Stock or warrants will generally not recognize gain or loss upon the exchange of such securities for New Allurion Common Stock or warrants. As a result, it appears that tax consequences may be material to shareholders. Please revise your disclosures to identify tax counsel and file a related opinion or provide us with an analysis explaining why it is not necessary to do so. For guidance, refer to Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin 19 (October 14, 2011). Response: The Company respectfully acknowledges the Staff’s comment and advises that it has filed the referenced tax opinion as Exhibit 8.1 to the Registration Statement, and also revised page 40 of the Registration Statement and the disclosure in the section titled “U.S. Federal Income Tax Considerations for Holders of Compute Health Class A Common Stock” accordingly in connection with such filing. We expect to incur losses for the foreseeable future, and our ability to achieve and maintain profitability depends on the commercial success, page 66 Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission May 12, 2023 Page 3 5. Please revise the second paragraph by clarifying that your products have not been approved through the regulatory process yet in the United States. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 89 of the Registration Statement accordingly. We do not expect that health care providers or patients will receive third-party reimbursement..., page 68 6. We note your risk factor indicating that inflation, the conflict in Ukraine, and COVID-19 could potentially impact demand for your products and, thus, your profit margins. Please update your risk factors if recent pressures have materially impacted your operations. In this regard, identify the types of economic pressures you are facing and how your business has been affected. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that recent pressures have not materially impacted the Company’s operations. However, in response to the Staff’s comment, the Company has revised the disclosure on page 91 of the Registration Statement to describe how such pressures may impact the Company’s distributors, which may potentially indirectly impact the Company. Sales of shares of New Allurion Common Stock following the completion of the Mergers may cause the market price, page 111 7. Revise to provide clear and quantified disclosure about the portion of the combined company’s total outstanding shares that may be sold into the market following the Business Combination. Identify each set of investors that will have certain registration rights and specify the number of securities they will be able to sell pursuant to future resale registration statements that the combined company will be required to file. Highlight that certain investors may have an incentive to sell even if the trading price at that time is below Compute Health’s IPO price. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 135 of the Registration Statement accordingly. Some of Compute Health’s officers and directors may have conflicts of interest, page 112 8. We note the disclosure on page 260 that Compute Health’s sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on its behalf and that there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Compute Health’s behalf. Revise the risk factor to disclose the approximate out-of-pocket expenses subject to reimbursement in connection with this Business Combination and related transactions. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 137-138 of the Registration Statement accordingly. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission May 12, 2023 Page 4 Pre-existing relationships between participants in the Business Combination and the related transactions or their affiliates, page 113 9. Revise to enhance your disclosure by describing the pre-existing relationships between the participants in the Business Combination and the related transactions or their affiliates. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, other than as disclosed on pages 138-139 and under the Background of the Business Combination section of the Registration Statement, neither Compute Health’s sponsor nor its affiliates have any pre-existing relationships with the Company or its affiliates prior to the completion of the Business Combination. In connection with the Business Combination, the Sponsor, or Compute Health’s Initial Stockholders, directors...officers...may elect, page 118 10. We note that in connection with the stockholder vote to approve the Business Combination, the Sponsor, directors, officers or their respective affiliates may privately negotiate transactions to purchase shares from stockholders and that the purpose of any such purchases of shares would be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination. Please provide your analysis on how such purchases comply with Rule 14e-5. See Tender Offers and Schedules Compliance and Disclosure Interpretation Question 166.01. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 145-146 of the Registration Statement accordingly. The parties further acknowledge that any transactions in efforts to increase the likelihood that the business combination will be consummated will comply with Rule 14e-5. While none of the Sponsor, Compute Health’s directors, officers and/or their respective affiliates have any current intention to enter into such transactions, the Company will file a Current Report on Form 8-K to disclose entry into any such transaction. Background to the Business Combination, page 149 11. We note that the Compute Health management team “evaluated approximately 35 potential business combination targets and entered into non-disclosure agreements with six potential targets” and then, subsequently, “entered into non-binding indications of interest with two potential business combination targets, including Allurion.” Please revise your disclosure to provide additional detail regarding the process of eliminating potential targets and the factors considered in the determination to progress with certain potential targets. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 179 of the Registration Statement to provide additional detail regarding Compute Health’s process of eliminating potential business combination targets and the factors Compute Health considered in the determination to progress with certain potential targets. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission May 12, 2023 Page 5 12. We note that Jean Nehme and Krishna Gupta had met prior to the October 2021 discussions of Allurion as a potential target for Compute Health’s initial business combination. Please revise to provide additional information regarding the relationship between Messrs. Nehme and Gupta prior to the initial engagement discussions and, to the extent necessary, update your disclosure elsewhere or add relevant risk factors to include such information. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 179 of the Registration Statement to provide additional information regarding Dr. Nehmé’s relationship with Mr. Gupta and to clarify that Dr. Nehmé and Mr. Gupta do not have a personal relationship, nor do they have a financial or business relationship beyond the potential business combination between Compute Health and Allurion. 13. We note that in early 2022, Allurion was engaged in discussions with another SPAC and, because of that, discussions with Compute Health temporarily ceased but then were re- initiated two months later. Please revise to disclose the reasons why on March 18, 2022, Dr. Gaur and Mr. Ishrak reengaged discussions regarding a potential business combination between Allurion and Compute Health. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 180 of the Registration Statement accordingly. As disclosed on page 180 of the Registration Statement, on January 14, 2022, the Company entered in a non-binding letter of intent that included an exclusive negotiation period. Following the expiration of the exclusive negotiate period, the Company reengaged with Compute Health. 14. On page 153, you state that the parties have faced challenges in securing financing commitments for the proposed business combination. Please provide additional detail regarding these challenges, the reasons for such challenges and how the parties have resolved them. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 182-183 of the Registration Statement accordingly. 15. We note the disclosure that on April 11, 2022, Mr. Ishrak and a representative of Medtronic discussed potential collaboration opportunities between Medtronic and Allurion in connection with the potential business combination. Revise to clarify whether Mr. Ishrak introduced Medtronic to Allurion due to his pre-existing relationship with Medtronic. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that Mr. Ishrak introduced Medtronic to Allurion due to Medtronic being an existing investor in Compute Health and the anticipated synergistic collaboration between Medtronic, as an investor in Compute Health, and Allurion, as the target company of Compute Health. In addition, the Company respectfully advises the Staff that it has revised the disclosure on page 180 of the Registration Statement in response to the Staff’s comment in order to clarify that the introduction was made due to Medtronic’s status as an investor in Compute Health. Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission May 12, 2023 Page 6 16. We note disclosure that on November 15, 2022, the underwriter in the IPO waived any entitlement it may have to any deferred underwriting commissions in connection with the IPO, which amount is disclosed as approximately $30 million. Revise to describe the reasons why such commissions were waived and disclose whether consideration was exchanged for such waiver. Also include risk factor disclosure, as appropriate. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 184 of the Registration Statement accordingly. The Compute Health Board’s Reasons for Approval of the Business Combination, page 160 17. We note, in your bullet point regarding Allurion’s Superior Customer Experience and Growing Patient Base, that Allurion “anti
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.
2023-05-09 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
May 9, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, TX
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 8, 2023
File No. 001-41306
Dear Aaron T. Ratner:
We have completed our review of your PRE 14A 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
cc: Ben Smolij, Esq.
2023-05-08 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
May 8, 2023
BY EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Re:
Clean Earth Acquisitions Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 26, 2023
File No. 001-41306
Ladies and Gentlemen:
On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated May 8, 2023, relating to the Company’s Preliminary Proxy
Statement on Schedule 14A filed via EDGAR on April 26, 2023.
The Company is concurrently
filing via EDGAR Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (the “Amendment No. 1”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.
We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Preliminary Proxy Statement on Schedule
14A filed April 26, 2023
Risk Factors
We may not be able to complete an initial Business Combination if it becomes subject to review or approval by regulatory authorities,
page 20
1. Please revise to disclose whether your sponsor is, is controlled by, or has substantial ties with a
non-U.S. person. In this regard, we note the disclosure in the PREM14A filed for your initial business combination with Alternus Energy
Group Plc that Clean Earth Acquisitions Sponsor LLC, may be deemed to be controlled by or have substantial ties with a non-U.S. person
given that David Saab, a managing member of the Company’s sponsor, is a citizen of France. In addition, address how this fact could
impact your ability to complete your initial business combination. Also revise to disclose that the pool of potential targets with which
you could complete an initial business combination may be limited as a result of the risk 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 CFIUS.
Response: The Company acknowledges the
Staff’s comment and has revised disclosures on page 21 of Amendment No. 1 to address the Staff’s comment by adding
the below risk factor.
We may be deemed a “foreign
person” under the regulations relating to CFIUS, and our failure to obtain any required approvals within the requisite time period
may require us to liquidate.
Our Sponsor, Clean
Earth Sponsor Acquisitions LLC, may be deemed to be controlled by or have substantial ties with a non-U.S. person, given that David Saab,
a managing member of the Sponsor, is a citizen of France. If CFIUS were to consider us to be a “foreign person” and believe
that the business of an initial Business Combination target may affect national security, we could be subject to foreign ownership restrictions
and/or CFIUS review. If a potential Business Combination falls within the scope of applicable foreign ownership restrictions, we may be
unable to consummate an initial Business Combination. In addition, if a potential initial 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 an
initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination.
May 8,
2023
Page 2
If we are determined
to be a “foreign person” and subject to CFIUS review, CFIUS may decide to block or delay a potential initial Business Combination,
impose conditions to mitigate national security concerns with respect to a potential initial Business Combination, order us to divest
all or a portion of a U.S. business of the potential combined company if we had proceeded without first obtaining CFIUS clearance, or
impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other
U.S. government entities may impose review or approval procedures on account of any potential foreign ownership by the Sponsor.
As a result, the
pool of potential targets with which we could complete an initial Business Combination may be limited due to such regulatory restrictions.
Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to
complete an initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us
to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless. This
will also cause you to lose any potential investment opportunity in a potential initial Business Combination and the chance of realizing
future gains on your investment through any price appreciation in the combined company.
General
2. We note your disclosure in the meeting notice and on page 1 that your IPO prospectus and existing
charter provide that you have until May 28, 2023 (the "Termination Date") to complete a business combination, and that
pursuant to the IPO prospectus, if you are unable to complete your Business Combination by the Termination Date, you may elect to extend
the time to consummate your business combination once, by three months, for a total of 18 months, by depositing $0.10 per share, into
the Trust Account. However, we note that Section 9.2(d) of your Second Amended and Restated Certificate of Incorporation references
18 months from the closing of the IPO (i.e., August 28, 2023) to complete your initial business combination. Please revise your disclosure
to reconcile this inconsistency. Please ensure that your revised disclosure clarifies the current date by which you must consummate your
initial business combination, and how your Charter Amendment Proposal and Trust Amendment Proposal amend such date.
Response: The Company acknowledges
the Staff’s comment and has revised disclosures on the meeting notice, cover page and pages 3, 8, and 27 of Amendment
No. 1 to address the Staff’s comment.
If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Michael J. Blankenship
Michael J. Blankenship
cc:
Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions Corp.
2023-05-08 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
May 8, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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. Unless we note otherwise, our references to prior comments are to comments in our
February 21, 2023 letter.
Revised Preliminary Proxy Statement filed April 21, 2023
Summary Term Sheet, page x
1.You disclose on page xvi that Alternus will own approximately 64% of Clean Earth at
closing, assuming no redemptions. You make this same disclosure elsewhere throughout
the proxy, including in the letter to Clean Earth shareholders and on pages xx, 4, 38, 42,
54 and 208. However, based on the information included in the tables on pages 69 and 73
in your pro forma financial information it appears Alternus will own approximately 47%
of Clean Earth at closing, assuming no redemptions. Please revise this information to
reflect the reduction in the number of shares to be issued to Alternus in the business
combination resulting from the First Amendment to the Business Combination Agreement
dated April 12, 2023 and the appropriate number and/or percentage of shares of the post-
Merger company that will be owned by Alternus at closing, assuming no redemptions.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
May 8, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 2
2.You disclose in the headnote to the table presented on page xii that it is intended to show
the sources and extent of potential dilution that non-redeeming shareholders' could
experience in connection with the Closing across a range of varying redemption
scenarios. You disclose that this information excludes the founders' shares subject to
vesting and the Earn Out shares, however, those shares are included in the table. This
comment also applies to the second table presented on page xxi. Please revise the tables
or the related headnotes, as appropriate.
3.It appears the reference to footnote (1) to the table on page xii is a reference to the number
of Public Shares presented in the table and should be relocated to be beside that caption.
Q: May the Sponsor, the initial stockholder or the Company's directors or officers or their
affiliates purchase shares or public warrants, page xxiv
4.We note your response to prior comment 6 that your initial stockholders, directors,
officers, advisors and affiliates will not purchase public shares or public warrants in
privately negotiated transactions or in the open market prior to or following the
completion of the business combination. However, your response is inconsistent with
your revised disclosure on pages xxv and 40. We also note your current disclosure now
states both that the purpose of any such purchases of shares could be to vote such shares in
favor of the business combination, and that to the extent any such securities are purchased,
such public securities will not be voted. Accordingly, we reissue the comment. Please
provide us with your analysis as to how purchases of shares or public warrants in privately
negotiated transactions or in the open market either prior to or following the completion of
the business combination by your initial stockholders and your directors, officers, advisors
and their affiliates would comply with Exchange Act Rule 14e-5. To the extent that you
are relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22,
2022), please provide an analysis regarding how it applies to your circumstances.
Simplified Pre-Business Combination Structure, page 3
5.We note your revised diagram in response to prior comment 8. Please disclose the
ownership interests held by Clean Earth’s sponsor, directors and officers, Alternus, and
public stockholders assuming a redemption scenario such as that no public stockholders of
Clean Earth exercise their redemption rights.
Ownership of the Company following the Business Combination, page 4
6.We note your disclosure that the table on page 5 illustrates the varying ownership levels in
Clean Earth immediately following the Business Combination based on the assumptions
above. However, the table presents the number of Class A public shares that will be
redeemed and those that will remain outstanding at each of the 25%, 50%, 75% and
maximum redemption levels rather than being based on the information in the
immediately preceding paragraphs as it does not include the shares to be issued for the
Rights or shares to be issued to Alternus. Please revise the description of the information
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
May 8, 2023 Page 3
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 3
presented in this table or revise the table, as appropriate. Please also see related comment
below.
7.We note your revised disclosure in response to prior 9. It appears you have removed the
table illustrating the varying ownership levels in the Company immediately following the
consummation of the business combination. Please revise to include this table and ensure
the table reflects the 33.3% of the founder shares which become subject to vesting on
closing of the business combination and the 2,300,000 shares which will be issuable on
conversion of the Rights which will automatically convert on closing of the business
combination.
Opinion of Cabrillo Advisors, Inc., page 7
8.We note your response to prior comment 10 that the Opinion addresses fairness to all
shareholders as a group, and not only those shareholders unaffiliated with the sponsor or
its affiliates. Please revise your disclosure accordingly.
Redemption Rights, page 9
9.We note your revised disclosure in response to prior comment 38 and reissue the comment
in part. Please identify any material resulting risks.
Risk Factors
Risks Related to Alternus' Business and Industry, page 16
10.We note the audit report for Alternus Energy Group Plc includes an explanatory paragraph
related to substantial doubt about the Company’s ability to continue as a going concern.
We also note your related disclosure on page 182. Please provide related risk factor
disclosure.
Atlernus' limited operating history may not serve as an adequate basis to judge its future
prospectus and results of operations, page 16
11.You disclose Alternus' net losses for the years ended December 31, 2021 and 2020. Since
you have updated Alternus' financial statements to include the year ended December 31,
2022, please update this information.
Alternus' substantial indebtedness could adversely affect its business, financial condition and
results of operations, page 16
12.Please update the amount of Alternus' indebtedness to reflect the balances of such debt as
of December 31, 2022.
If Alternus fails to comply with financial and other covenants under debt arrangements..., page
26
13.You disclose that Alternus' subsidiary, Solis Bond Company, has received a temporary
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
May 8, 2023 Page 4
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 4
waiver of its breach of certain financial covenants, from its bond holders until May 15,
2023. This disclosure is inconsistent with your disclosure in Note 2 on page F-38 that
Solis Bond Company received a temporary waiver related to the breach of three financial
covenants until June 30, 2023 and an amendment to the bond terms to allow for a change
of control of Solis which requires Alternus to meet certain financing and other conditions
in return for such waivers. Please revise your disclosure about this matter and update it to
the most recent date practicable in your next amendment.
14.We note your revised disclosure in response to prior comment 14 that there is no
assurance that Solis will not breach the waiver or the financial covenants in the bond
terms again on May 15, 2023 or at some other point in the future, and should an event of
default occur under the Solis bond, Solis’ bondholders have the right to immediately
transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to
sell Solis’ assets to recoup the full amount owed to the bondholders, which is currently
€147,000,000 (approximately $149,480,800). Please expand to discuss the risks to the
Company if the ownership of Solis and all of its subsidiaries is transferred to Solis
bondholders upon such an event of default. In addition, please discuss the material terms
of the bonds in the Liquidity and Capital Resources section on page 191, including the
financial covenants in the bond terms, as well as the terms of the waiver from the bond
holders.
Risks Related to Clean Earth and the Business Combination
The market price of Clean Earth's common stock following .. business combination could be
affected by the market price of Alternus'.. shares, page 39
15.Although you revised the number of shares of common stock to be issued at the Closing
from 55,000,000 to 27,500,000, the amount you disclose for the "Clean Earth Equivalent
Price Per Share" is unchanged. Please revise or tell us us why no revision is required.
The Company may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous..making your warrants worthless, page 40
16.Please update the historical trading prices for your shares of common stock to a more
recent date.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold, page 42
17.We note your revised disclosure in response to comment 17 and reissue the
comment. Please revise to disclose the amount of shares of common stock which will be
subject to resale registration rights as of the closing of the business combination.
The Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery will
be the sole and exclusive forum..., page 49
18.We note your response to prior comment 15 and your revised disclosure regarding the
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
May 8, 2023 Page 5
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 5
selection under your exclusive forum provision of another federal or state court situated in
the State of Delaware if the Court of Chancery lacks subject matter jurisdiction for certain
claims. However, this does not appear to be consistent with Article XIII of your proposed
charter. Please revise.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 65
19.Please revise your caption "Total other expense" to be Total other income (expense) to
reflect the fact that the amounts presented for Clean Earth represent other income.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2. Basis of Presentation
Significant Acquisitions, page 68
20.You disclose that the unaudited pro forma combined condensed financial statements do
not include adjustments related to six entities acquired in 2021 which were not significant
and which management determined were not material to present. It appears these entities
would be included in the historical financial information of Alternus for the year ended
December 31, 2022. Please revise the disclosure or clarify the meaning of this statement.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Transactions Accounting Adjustments
Adjustment 4. (l), page 72
21.We note your disclosure that upon the close of the Business Combination, Alternus will be
issued up to 15 million shares of Alternus Clean Energy's common stock (the "Earn Out
Shares"). Elsewhere throughout the proxy you disclose that Alternus will be issued up to
20 million Earn Out Shares at closing. Please revise as appropriate.
22.Disclose how the initial fair value of the Earn Out Shares was determined. Your
disclosure should include the accounting model utilized along with the relevant inputs
used at the measurement date.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Transactions Accounting Adjustments
Adjustment 5.(e), page 73
23.The pro forma net loss attributable to Alternus Clean Energy and the basic and diluted net
loss per share for the year ended December 31, 2022 presented in footnote 5.(e) does not
agree with the amounts presented in your pro forma statement of operations. Please
revise.
The Business Combination Proposal
Pro Forma Capitalization, page 81
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
May 8, 2023 Page 6
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 6
24.Please tell us how you derived the percentages of ownership expected to be held by your
public shareholders, your initial shareholder and Alternus, at the closing of the business
combination, assuming no redemptions, and also assuming maximum redemptions.
Please reconcile these percentages to the information presented in footnote 5. (e) to the
pro forma financial information on page 73.
Background of the Business Combination, page 89
25.We note your revised disclosure in response to prior comment 22 and reissue the comment
in part. Please revise to clarify the projections relied upon by the Clean Earth board of
directors in its determination to enter into the business combination agreement. In
addition, please tell us whether the projections relied upon by the fairness advisor in
rendering the fairness opinion are presented in your amended proxy statement.
26.We note your disclosure on page 119 that the projections included in the materials
provided included projected revenue through 2051, but Clean Earth believes that the
projections through 2025 represents the key period of such projections and accordingly
has only included the projections for such period. With a view toward disclosure, please
tell us the following information:
•why Clean Earth believes that the projections through 2025 represent the key period
of such projections;
•whether the Clean Earth board of directors relied on the projections beyond such
period in its determination to enter into the business combination agreement or the
amendment to such agreement; and
•whether the fairness advisor relied upon the projections beyond such period in
rendering its fairness opinion.
We may have additional comments.
27.We note your response to prior comment 24. We also note your revised disclosure on
page 106 stating that on April 18, 2023, Clean Earth entered into a Committed Capital On
Demand agreement (the “CCOD Agreement”) with Jones Group Ventures LLC (“Jones”),
and that the size of the CCOD will be mutually agreed upon by Clean Earth and Jones at a
later date. Please revise your disclosure to describe the material terms of the CCOD
Agreement.
28.We note your disclosure on page 105 that during the first quarter of 2023, Clean Earth
management and Alternus management reviewed project development, acquisition and
investment strategies, which led the parties to reevaluate Alternus’ valuation for purposes
of the Business Combinatio
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
2023-04-20 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
April 20, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation
Re: Clean Earth Acquisitions Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2023
File No. 001-41306
Dear Ladies and Gentlemen:
On behalf of our client, Clean Earth Acquisition Corp. (the “Company”),
we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 21, 2023
(the “Comment Letter”) with respect to the Company’s preliminary proxy statement on Schedule 14A (the
“Proxy Statement”).
For your convenience, we have reproduced below in italics the text
of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Proxy Statement.
Preliminary Proxy Statement filed January 23, 2023
Cover Page
1. We note your disclosure on page 51 that following the consummation of the business combination, Alternus will own a majority
of the Company’s common stock, and as a result, Alternus will be able to substantially influence matters requiring Company stockholder
or board approval, including the election of directors, approval of any potential acquisition of Company, changes to Company’s organizational
documents and significant corporate transactions. Please revise your cover page to disclose that Alternus will own 64% of your common
stock following the closing of the business combination, assuming no redemptions by holders of Clean Earth’s public shares. Please
also advise whether you will be a controlled company under Nasdaq rules. If so, please include appropriate disclosure of this status on
the prospectus cover page, Summary of the Proxy Statement, and Risk Factors. Please also disclose the corporate governance exemptions
available to a controlled company and whether you intend to rely on these exemptions.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on the cover page and
also pages xvi, 38, 39, and 208 of the proxy statement.
Summary Term Sheet, page x
2. We note your disclosure in the last bullet point on page xiv that your Sponsor invested a total of $915,000 for 7,666,667
founder shares and 890,000 private units. However, based on your disclosures in bullet points 7 and 8 on this page, it appears your Sponsor
invested $8,925,000 for these shares and units. You also make this same disclosure on page 34. Please revise as appropriate.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page x and page 34.
3. Please revise your table
presenting possible sources of dilution to include a presentation reflecting the dilutive
impact of the Earn Out Shares.
Company
Response. The Company acknowledges the Staff's comment and has made the requested change.
Questions
and Answers for Stockholders of Clean Earth
Q: How will the business combination impact the shares of the Company outstanding after the business combination? page xix
4. You disclose that immediately
after the business combination and the consummation of the Transactions contemplated thereby,
including the shares of common stock issuable on automatic conversion of the rights, the
number of common shares issued and outstanding will increase to 98,246,111 shares (excluding
shares issuable upon exercise of any warrants following the Closing and assuming no redemptions).
However based on the information presented in the table on page xii, shares issuable
on exercise of warrants appear to be included in this number. Please revise your disclosure
as appropriate.
Company
Response. The Company acknowledges the Staff's comment and has made the requested change on page xix to state that it includes shares issuable upon
exercise of any warrants following the Closing and assuming no redemptions.
Q: Who will be controlling shareholder of the Company
post-Closing? page xx
5. Please revise to clarify that Alternus will be your controlling shareholder.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page xx.
Q: May the Sponsor, the initial stockholder or the
Company’s directors or officers or their affiliates purchase shares or public warrants? page xxiv
2
6. We note your disclosure that your initial stockholder and your directors, officers, advisors and their affiliates may purchase
shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the
business combination, although they are under no obligation to do so. We further note you disclose that the purpose of any such purchases
of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder
approval of the business combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such
requirement would otherwise not be met. Please provide us with your analysis as to how such purchases would comply with Exchange Act Rule 14e-5.
To the extent that you are relying on Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide
an analysis regarding how it applies to your circumstances.
Company
Response. The Company acknowledges the Staff's comment. Our initial stockholders, directors, officers, advisors and
affiliates will not purchase public shares or public warrants in privately negotiated transactions or in the open market prior to or
following the completion of the business combination. In response to the Staff’s comment, the Company has revised the
disclosure on pages xxiv & 39 of the amended proxy statement.
Structure of the Business Combination, page 2
7. Please disclose in this section the material terms of the business combination agreement relating to vesting of the Earnout Shares.
Company
Response. The Company acknowledges the Staff’s comment and has disclosed the material terms of the business combination
agreement relating to the vesting of the Earnout Shares on page 2 of the amended proxy statement.
3
Simplified Post-Business Combination Structure, page 3
8. Please revise your diagram depicting the Company’s organizational structure immediately following the consummation of the
Equity Exchange to disclose the ownership interests held by the initial stockholders, including Clean Earth’s sponsor and directors
and officers, Alternus, and public stockholders.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 3 of the amended
proxy statement.
Ownership of the Company following the Business Combination, page 4
9. Please revise your table
illustrating the varying ownership levels in the Company immediately following the consummation
of the business combination to reflect the 33.3% of the founder shares which become subject
to vesting on closing of the business combination and the 2,300,000 shares which will be
issuable on conversion of the Rights which will automatically convert on closing of the business
combination.
Company
Response. The Company acknowledges the Staff's comment and has made the requested change to include the founder shares which become subject to vesting
on the closing of the business combination. The 2,300,000 shares which will be issuable on conversion of the Rights are included in the
Public Shares in the table.
Summary
of the Proxy Statement
Opinion of Cabrillo Advisors, Inc., page 7
10. We note your disclosure that Cabrillo Advisors delivered its fairness opinion, dated October 9, 2022 (the “Opinion”),
to your board of directors that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed,
other matters considered, limitations of the review undertaken and qualifications contained in such Opinion, the Transaction was fair,
from a financial point of view to the holders of Clean Earth’s common stock. Please disclose, if true, that the fairness opinion
addresses fairness to all shareholders as a group, and not only those shareholders unaffiliated with the sponsor or its affiliates.
Company
Response. The Company acknowledges the Staff's comment. The Opinion addresses fairness to all shareholders as a group,
and not only those shareholders unaffiliated with the sponsor or its affiliates. The Registrant has revised the disclosure on
page 108 to clarify the Company’s efforts with respect to seeking an opinion in connection with the Transaction.
4
Risks Related to Alternus’ Business and Industry,
page 15
11. We note that you have disclosed risks related to Alternus throughout this section. Please revise your risk factors to clarify the
nature and extent of these risks to the post- combination company. For example, we note that Alternus will continue as a separate company
with certain retained subsidiaries, and will be the majority holder of Clean Earth’s outstanding common stock.
Company
Response. The Company acknowledges the Staff's comment and has addressed the comment by adding more disclosure to the introduction to Alternus'
Risk Factors on page 16 of the amended proxy statement.
12. We note your disclosure on page F-96 that during the nine-month period ended September 30, 2022, four customers represented
30%, 13%, 12%, and 12% of revenues. Please add related risk factor disclosure, or tell us why you do not believe this presents a material
risk.
Company
Response. The Company acknowledges the Staff's comment on the financial statements for the nine-month period ended September
30, 2022. The September 30, 2022, financial statements have been replaced with the December 31, 2022 audited financials. The Company
would like the Staff to note that as of December 31, 2022, only one customer represents more than 30% of the revenues and the one customer
reported is a government owned entity in the respective country. The Company's customers are government owned entities in the respective
countries and large private companies with BB or better credit ratings. The Company also performs business with the major customers on
a regular basis. Therefore, the Company does not deem any risk related to collectability of the revenues from the customers and doesn’t
deem necessary to add additional risk factor to the disclosure. The Company’s risk section broadly covers all the aspects of risks
around customers.
Impact of RePowerEU programme on Alternus’ business and future
prospects, page 20
13. We note your disclosure regarding the RePowerEU programme. Please revise to clarify the related risks that are material.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested revisions and clarifications on page 21
of the amended proxy statement.
If Alternus fails to comply with financial and other covenants under
debt arrangements, page 24
14. We note your disclosure in this section that Solis Bond Terms require consent from the bond holders to transfer Solis Bond Company
and its subsidiaries under Clean Earth Acquisitions Corp. on Closing, and your disclosure that if Alternus does not receive consent from
the Bond holders, Alternus will seek to refinance the Solis Bond prior to Closing. We also note your disclosure that Alternus has no assurance
that such a refinancing will close at all or on terms that are satisfactory to Alternus, and in turn, the Company. Please revise to clarify
the significance of this risk, and whether the receipt of such consents or refinancing are conditions to closing the business combination.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 26 of the amended
proxy statement. For further clarification, bondholder consent was never a condition to closing the business combination. Additionally,
and notwithstanding the previous statement, because we have now received such consent from the bondholders, this is no longer a risk.
Therefore, we have deleted the statement that Solis Bond Terms require consent from the bondholders.
5
Risks Related to Clean Earth and the Business Combination,
page 33
15. We note that Section 13.1 of your Proposed Charter attached as Annex C includes an exclusive forum provision identifying the
Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.”
We also note that this provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal courts have exclusive jurisdiction, and unless the Corporation consents in writing to the selection of an
alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder. Please describe this provision in your proxy statement and address any uncertainty about enforceability.
In addition, provide related risk factor disclosure addressing the impact on shareholders, including that they may be subject to increased
costs to bring a claim and that the provision could discourage claims or limit investors’ ability to bring a claim in a judicial
forum that they find favorable.
Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 49 of the
amended proxy statement. We have also added the following risk factor to address the impact of this on shareholders:
“The Proposed Charter will provide, subject to
limited exceptions, that the Court of Chancery will be the sole and exclusive forum for certain shareholder litigation matters, which
could limit the Combined Entity’s shareholders’ ability to obtain a chosen judicial forum for disputes with the Combined Company
or its directors, officers, employees or stockholders.
The Proposed Charter will require, to the fullest extent
permitted by law, that derivative actions brought in the Combined Company’s name, actions against directors, officers and employees
for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter
jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring
any interest in shares of the Combined Company’s capital stock shall be deemed to have notice of and consented to the forum provisions
in the Proposed Charter. In addition, the Proposed Charter and amended and restated bylaws will provide that the federal district courts
of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities
Act and the Exchange Act. While the exclusive forum provision does not restrict the ability of shareholders to bring claims under t
2023-04-17 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
24 School Street, 2nd Floor
Boston, MA 02108
April 17, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joshua R. Gorsky
Re:
Allarity Therapeutics, Inc.
Registration Statement on Form S-1 (File No. 333-270514)
Request for Acceleration
Requested Date: April 17, 2023
Requested Time: 5:00 p.m. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1,
as amended, (File No. 333-270514) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on April 17, 2023,
or as soon thereafter as is practicable.
If you have any questions regarding this request,
please contact our counsel Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at (415) 262-8508.
Very Truly Yours,
Allarity Therapeutics, Inc.
By:
/s/ Joan Brown
Name:
Joan Brown
Title:
Chief Financial 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
2023-03-22 - 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
2023-03-13 - UPLOAD - ALLURION TECHNOLOGIES, INC. (ALUR, ALURD, ALURW) (CIK 0001964979)
United States securities and exchange commission logo
March 13, 2023
Shantanu Gaur
Chief Executive Officer
Allurion Technologies Holdings, Inc.
11 Huron Drive
Natick, MA 01760
Re:Allurion Technologies Holdings, Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2023
CIK No. 0001964979
Dear Shantanu Gaur:
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-4, submitted February 14, 2023
Question: What Are The Risks For Any Public Warrant Holders Post Business Combination?,
page 21
1.Revise this Question & Answer 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.
Question: What Are The Material Differences, If Any, In The Terms And Price Of Securities
Issued, page 23
2.Please revise to disclose the approximate number of shares that the PIPE Investors will
purchase at a discount to the market price in the PIPE Investment.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 2
FirstName LastNameShantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 2
Questions & Answers About the Business Combination and Special Meeting, page 23
3.Revise to include a Question & Answer to disclose that under the terms of the Revenue
Interest Financing Agreement, Allurion will be required to make additional payments
within thirty days of December 31, 2027 in an amount equal to 100% of the Investment
Amount less the aggregate amount of all of the payments by Allurion in respect of the
revenue interests made to RTW prior to such date, if RTW has not received revenue
interest payments equal to 100% of the Investment Amount by December 31, 2027. In
your discussion, also describe the RTW Side Letter and Additional Revenue Interest
Financing Agreement.
Question: What Are the U.S Federal Income Tax Consequences of the CPUH Merger?, page 24
4.We note your disclosure that it is intended that the CPUH Merger will constitute a
reorganization within the meaning of Section 368(a)(1)(F) of the Code and that holders of
Compute Health Class A Common Stock or warrants will generally not recognize gain or
loss upon the exchange of such securities for New Allurion Common Stock or
warrants. As a result, it appears that tax consequences may be material to shareholders.
Please revise your disclosures to identify tax counsel and file a related opinion or provide
us with an analysis explaining why it is not necessary to do so. For guidance, refer to
Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin 19 (October 14,
2011).
We expect to incur losses for the foreseeable future, and our ability to achieve and maintain
profitability depends on the commercial succes, page 66
5.Please revise the second paragraph by clarifying that your products have not been
approved through the regulatory process yet in the United States.
We do not expect that health care providers or patients will receive third-party reimbursement...,
page 68
6.We note your risk factor indicating that inflation, the conflict in Ukraine, and COVID-19
could potentially impact demand for your products and, thus, your profit margins. Please
update your risk factors if recent pressures have materially impacted your operations. In
this regard, identify the types of economic pressures you are facing and how your business
has been affected.
Sales of shares of New Allurion Common Stock following the completion of the Mergers may
cause the market price, page 111
7.Revise to provide clear and quantified disclosure about the portion of the combined
company's total outstanding shares that may be sold into the market following the
Business Combination. Identify each set of investors that will have certain registration
rights and specify the number of securities they will be able to sell pursuant to future
resale registration statements that the combined company will be required to file.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 3
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 3
Highlight that certain investors may have an incentive to sell even if the trading price at
that time is below Compute Health's IPO price.
Some of Compute Health's officers and directors may have conflicts of interest , page 112
8.We note the disclosure on page 260 that Compute Health's sponsor, officers and directors,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on its behalf and that there is no cap or ceiling on
the reimbursement of out-of-pocket expenses incurred by such persons in connection with
activities on Compute Health's behalf. Revise the risk factor to disclose the
approximate out-of-pocket expenses subject to reimbursement in connection with this
Business Combination and related transactions.
Pre-existing relationships between participants in the Business Combination and the related
transactions or their affiliates, page 113
9.Revise to enhance your disclosure by describing the pre-existing relationships between the
participants in the Business Combination and the related transactions or their affiliates.
In connection with the Business Combination, the Sponsor, or Compute Health's Initial
Stockholders, directors...officers...may elect, page 118
10.We note that in connection with the stockholder vote to approve the Business
Combination, the Sponsor, directors, officers or their respective affiliates may privately
negotiate transactions to purchase shares from stockholders and that the purpose of any
such purchases of shares would be to vote such shares in favor of the Business
Combination and thereby increase the likelihood of obtaining stockholder approval of the
Business Combination. Please provide your analysis on how such purchases comply with
Rule 14e-5. See Tender Offers and Schedules Compliance and Disclosure Interpretation
Question 166.01.
Background to the Business Combination, page 149
11.We note that the Compute Health management team "evaluated approximately 35
potential business combination targets and entered into non-disclosure agreements with
six potential targets" and then, subsequently, "entered into non-binding indications of
interest with two potential business combination targets, including Allurion." Please
revise your disclosure to provide additional detail regarding the process of eliminating
potential targets and the factors considered in the determination to progress with certain
potential targets.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 4
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 4
12.We note that Jean Nehme and Krishna Gupta had met prior to the October 2021
discussions of Allurion as a potential target for Compute Health's initial business
combination. Please revise to provide additional information regarding the relationship
between Messrs. Nehme and Gupta prior to the initial engagement discussions and, to the
extent necessary, update your disclosure elsewhere or add relevant risk factors to include
such information.
13.We note that in early 2022, Allurion was engaged in discussions with another SPAC and,
because of that, discussions with Compute Health temporarily ceased but then were re-
initiated two months later. Please revise to disclose the reasons why on March 18, 2022,
Dr. Gaur and Mr. Ishrak reengaged discussions regarding a potential business combination
between Allurion and Compute Health.
14.On page 153, you state that the parties have faced challenges in securing financing
commitments for the proposed business combination. Please provide additional detail
regarding these challenges, the reasons for such challenges and how the parties have
resolved them.
15.We note the disclosure that on April 11, 2022, Mr. Ishrak and a representative of
Medtronic discussed potential collaboration opportunities between Medtronic and
Allurion in connection with the potential business combination. Revise to clarify whether
Mr. Ishrak introduced Medtronic to Allurion due to his pre-existing relationship
with Medtronic.
16.We note disclosure that on November 15, 2022, the underwriter in the IPO waived any
entitlement it may have to any deferred underwriting commissions in connection with the
IPO, which amount is disclosed as approximately $30 million. Revise to describe the
reasons why such commissions were waived and disclose whether consideration was
exchanged for such waiver. Also include risk factor disclosure, as appropriate.
The Compute Health Board's Reasons for Approval of the Business Combination, page 160
17.We note, in your bullet point regarding Allurion's Superior Customer Experience and
Growing Patient Base, that Allurion "anticipates that patients will conduct over 10 million
“weigh ins” by 2023." Please revise to provide context by disclosing the number of
"weigh ins" you have conducted to date and clarify the number of "weigh ins" you intend
on conducting by completion of 2023 or remove.
18.We note, in your seventh bullet point on page 162, that "Allurion was valued on an
implied enterprise value to 2023E revenue multiple of 3.6x" but that there were
discussions regarding whether the enterprise value would be determined using 4.0x, 4.28x,
and 5.0x. Please revise your disclosure to discuss how the parties reached agreement on
the enterprise value for Allurion.
19.We note the disclosure that the directors of Compute Health reviewed and considered the
conflicts of interest during the evaluation and negotiation of the Business Combination
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 5
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 5
and concluded that the potentially disparate interests would be mitigated and that "the
majority of these interests were disclosed in the prospectus for the IPO" and "all of these
interests would be included in this proxy statement/prospectus." Revise to expand your
disclosure to more fully describe the interests and discuss how Compute Health's Board
considered those conflicts of interest in negotiating and recommending the business
combination.
Certain Projected Financial Information, page 178
20.We note that you have provided projections of estimated total revenues, gross profit, and
sales and marketing expenses for the years ended December 31, 2022, 2023 and 2024.
Please revise your disclosure to provide more specific assumptions to enhance an
investors understanding of the basis for your projections. We refer you to the
Commissions guidance regarding projections provided in Item 10(b)(3) of Regulation S-
K.
21.We note that you present projections of Adjusted EBITDA, Adjusted EBIT, and Free
Cash Flow. Please revise to provide a clear definition of each non-GAAP measure,
including how it was calculated, a description of the GAAP financial measure to which it
is most closely related, and an explanation of why the non-GAAP financial measure was
used instead of GAAP measure.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Compute Health
Critical Accounting Policies
Offering Costs Associated With the Initial Public Offering , page 262
22.We note that the underwriter has waived any entitlement it may have to the deferred
underwriting commissions and the deferred underwriting fee liability was reversed in the
year ended December 31, 2022. As a result, the amount allocated to Public Warrants was
recorded as a gain and the amount allocated to the Class A common stock was included in
additional paid-in capital. Please explain to us the basis for your accounting treatment for
the reversal.
Overview, page 265
23.We note that you "believe the VCS can potentially be a platform for optimal long-term
follow up after other medical and surgical weight loss interventions in the future." Please
revise your disclosure to discuss any material steps taken toward this plan or state that
there have been none.
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 6
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 6
Information about Allurion
Our Platform, page 268
24.You state that the Allurion Balloon is swallowed as a capsule under the guidance of a
health care provider without surgery, endoscopy, or anesthesia and the placement takes
approximately 15 minutes during an outpatient visit. Please clarify whether this time
varies between outpatient offices.
Intellectual Property, page 276
25.We note that you own a number of patents and trademarks across multiple jurisdictions.
Please revise to disclose the owned patents, type of patent protection, identification
number, jurisdiction in which the protection is held, and patent expiration dates. Please
also update your discussion to include the timeline of your specific trademarks, whether
they are currently in active use, and whether they must be in continued use or will be
maintained until a third-party challenge. In this regard, a tabular format may be useful.
Allurion Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
26.We note from your disclosure that you provide customers purchasing the Allurion Gastric
Balloon with an implied license for access to your VCS software and that this implied
software license was given to customers for no additional consideration and was not
negotiated as part of the customer’s contracts. We also note that you determined that the
estimated standalone selling price of the implied license is immaterial to the total contract
consideration and that you concluded that the VCS software is an immaterial promise and
is not a separate performance obligation. In that regard, explain to us any additional
services you must provide or obligations you have related to the implied license to the
VCS software and how you applied the guidance in ASC 606-10-32 31 through 35.
Note 3. Revenue, page F-17
27.A significant percentage of your revenue is included in the table under all other countries.
Please tell us how you considered the guidance in ASC 606-10-50 and 280-10-50-41
related to separately disclosing these countries.
Note 16. Subsequent Events
Proposed Merger, page F-35
28.We see that you entered into a revenue interest financing agreement with RTW, pursuant
to which RTW agreed to pay you an aggregate of $40.0 million concurrent with the
closing of the Business Combination, in exchange for the receipt of future revenue interest
payments on all current and future products and digital solutions developed and to be
FirstName LastNameShantanu Gaur
Comapany NameAllurion Technologies Holdings, Inc.
March 13, 2023 Page 7
FirstName LastName
Shantanu Gaur
Allurion Technologies Holdings, Inc.
March 13, 2023
Page 7
developed by the company until 2030. Please revise to disclose all significant terms
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
2023-03-06 - 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
2023-03-06 - 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
2023-03-02 - 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 - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
February 21, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2023
File No. 001-41306
Dear Aaron T. Ratner:
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.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note your disclosure on page 51 that following the consummation of the business
combination, Alternus will own a majority of the Company’s common stock, and as a
result, Alternus will be able to substantially influence matters requiring Company
stockholder or board approval, including the election of directors, approval of any
potential acquisition of Company, changes to Company’s organizational documents and
significant corporate transactions. Please revise your cover page to disclose that Alternus
will own 64% of your common stock following the closing of the business combination,
assuming no redemptions by holders of Clean Earth’s public shares. Please also
advise whether you will be a controlled company under Nasdaq rules. If so, please include
appropriate disclosure of this status on the prospectus cover page, Summary of the Proxy
Statement, and Risk Factors. Please also disclose the corporate governance exemptions
available to a controlled company and whether you intend to rely on these exemptions.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
February 21, 2023 Page 2
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 2
Summary Term Sheet, page x
2.We note your disclosure in the last bullet point on page xiv that your Sponsor invested a
total of $915,000 for 7,666,667 founder shares and 890,000 private units. However, based
on your disclosures in bullet points 7 and 8 on this page, it appears your Sponsor invested
$8,925,000 for these shares and units. You also make this same disclosure on page 34.
Please revise as appropriate.
3.Please revise your table presenting possible sources of dilution to include a presentation
reflecting the dilutive impact of the Earn Out Shares.
Questions and Answers for Stockholders of Clean Earth
Q: How will the business combination impact the shares of the Company outstanding after the
business combination?, page xix
4.You disclose that immediately after the business combination and the consummation of
the Transactions contemplated thereby, including the shares of common stock issuable on
automatic conversion of the rights, the number of common shares issued and outstanding
will increase to 98,246,111 shares (excluding shares issuable upon exercise of any
warrants following the Closing and assuming no redemptions). However based on the
information presented in the table on page xii, shares issuable on exercise of warrants
appear to be included in this number. Please revise your disclosure as appropriate.
Q: Who will be controlling shareholder of the Company post-Closing?, page xx
5.Please revise to clarify that Alternus will be your controlling shareholder.
Q: May the Sponsor, the initial stockholder or the Company's directors or officers or their
affiliates purchase shares or public warrants, page xxiv
6.We note your disclosure that your initial stockholder and your directors, officers, advisors
and their affiliates may purchase shares or public warrants in privately negotiated
transactions or in the open market either prior to or following the completion of the
business combination, although they are under no obligation to do so. We further note
you disclose that the purpose of any such purchases of shares could be to vote such shares
in favor of the business combination and thereby increase the likelihood of obtaining
stockholder approval of the business combination or to satisfy a closing condition in the
Business Combination Agreement, where it appears that such requirement would
otherwise not be met. Please provide us with your analysis as to how such purchases
would comply with Exchange Act Rule 14e-5. To the extent that you are relying on
Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please
provide an analysis regarding how it applies to your circumstances.
Structure of the Business Combination, page 2
7.Please disclose in this section the material terms of the business combination agreement
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
February 21, 2023 Page 3
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 3
relating to vesting of the Earnout Shares.
Simplified Post-Business Combination Structure, page 3
8.Please revise your diagram depicting the Company’s organizational structure immediately
following the consummation of the Equity Exchange to disclose the ownership interests
held by the initial stockholders, including Clean Earth's sponsor and directors and
officers, Alternus, and public stockholders.
Ownership of the Company following the Business Combination, page 4
9.Please revise your table illustrating the varying ownership levels in the
Company immediately following the consummation of the business combination to reflect
the 33.3% of the founder shares which become subject to vesting on closing of the
business combination and the 2,300,000 shares which will be issuable on conversion of
the Rights which will automatically convert on closing of the business combination.
Summary of the Proxy Statement
Opinion of Cabrillo Advisors, Inc., page 7
10.We note your disclosure that Cabrillo Advisors delivered its fairness opinion, dated
October 9, 2022 (the “Opinion”), to your board of directors that, as of the date of the
Opinion and subject to and based on the assumptions made, procedures followed, other
matters considered, limitations of the review undertaken and qualifications contained in
such Opinion, the Transaction was fair, from a financial point of view to the holders of
Clean Earth’s common stock. Please disclose, if true, that the fairness opinion addresses
fairness to all shareholders as a group, and not only those shareholders unaffiliated with
the sponsor or its affiliates.
Risks Related to Alternus' Business and Industry, page 15
11.We note that you have disclosed risks related to Alternus throughout this section. Please
revise your risk factors to clarify the nature and extent of these risks to the post-
combination company. For example, we note that Alternus will continue as a separate
company with certain retained subsidiaries, and will be the majority holder of Clean
Earth’s outstanding common stock.
12.We note your disclosure on page F-96 that during the nine-month period ended September
30, 2022, four customers represented 30%, 13%, 12%, and 12% of revenues. Please add
related risk factor disclosure, or tell us why you do not believe this presents a material
risk.
Impact of RePowerEU programme on Alternus' business and future prospects, page 20
13.We note your disclosure regarding the RePowerEU programme. Please revise to clarify
the related risks that are material.
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
February 21, 2023 Page 4
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 4
If Alternus fails to comply with financial and other covenants under debt arrangements, page 24
14.We note your disclosure in this section that Solis Bond Terms require consent from the
bond holders to transfer Solis Bond Company and its subsidiaries under Clean Earth
Acquisitions Corp. on Closing, and your disclosure that if Alternus does not receive
consent from the Bond holders, Alternus will seek to refinance the Solis Bond prior to
Closing. We also note your disclosure that Alternus has no assurance that such a
refinancing will close at all or on terms that are satisfactory to Alternus, and in turn, the
Company. Please revise to clarify the significance of this risk, and whether the receipt of
such consents or refinancing are conditions to closing the business combination.
Risks Related to Clean Earth and the Business Combination, page 33
15.We note that Section 13.1 of your Proposed Charter attached as Annex C includes an
exclusive forum provision identifying the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.” We also note
that this provision will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction, and unless the Corporation consents in writing to the selection of an
alternative forum, the federal district courts of the United States of America shall, to the
fullest extent permitted by law, be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act of 1933, as amended, or the
rules and regulations promulgated thereunder. Please describe this provision in your
proxy statement and address any uncertainty about enforceability. In addition, provide
related risk factor disclosure addressing the impact on shareholders, including that they
may be subject to increased costs to bring a claim and that the provision could discourage
claims or limit investors’ ability to bring a claim in a judicial forum that they find
favorable.
16.It appears that substantially all of your assets and a majority of your directors and officers
are located outside the United States. Please include related risk factor disclosure
addressing the impact to U.S. stockholders on their ability to effect service of process,
enforce judgments, and bring original actions in foreign courts to enforce liabilities based
on U.S. laws, including U.S. federal securities laws.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold, page 39
17.We note your disclosure here that under registration rights agreements included in the
Investor Rights Agreement entered into with the Sponsor and Alternus, among other
things, stockholders will be entitled to customary registration rights following their
respective lock-up periods. We also note your disclosure on page 219 that pursuant to the
terms of the Investor Rights Agreement, the Company will be obligated to, among other
things, register for resale such securities that are held by the parties thereto from time to
time. Please revise to disclose the amount of shares of common stock which will be
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
February 21, 2023 Page 5
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 5
subject to resale registration rights.
Clean Earth and Alternus have incurred and expect to incur significant transaction and transition
costs, page 45
18.We note your disclosure that Clean Earth and Alternus have incurred and expect to incur
significant transaction and transition costs in connection with the business combination.
Please quantify these costs.
Background of the Business Combination, page 89
19.We note your disclosure that after initial vetting, the deal team documented a total of 105
potential targets, and that Clean Earth deal team’s preliminary due diligence of these
potential targets progressed to various stages, with secondary stages including signing
non-disclosure agreements. We further note the deal team next developed a list of four
finalists and met in person with executives of three of the four finalists to confirm analysis
and fit with Clean Earth’s selection criteria and mutual goals, and that based on this final
stage of vetting, recommended that the Board move forward with Alternus to sign a letter
of intent. Please expand your discussion in this section to describe the process utilized to
evaluate the other four finalists. Please discuss the information gathered, how and by
whom it was evaluated, the negotiations, if any, which occurred, and any alternative offers
that were made or received. Your disclosure should clearly describe the reasons you did
not consider any alternative proposal.
20.We note your disclosure that, during April and May 2022, informal discussions took place
between Clean Earth’s deal team and Alternus management, concerning a letter of intent,
including a minimum valuation and percentage ownership mutually acceptable as a
baseline, levels of debt being sought to complete projects in the existing pipeline and any
desired equity and cash. These discussions appear to have taken place prior to and during
the Clean Earth deal team's vetting of the other potential targets. Please expand your
disclosure in this regard.
21.We note your disclosure that on August 4, 2022 there were discussions in New York City
with Alternus, Clean Earth and JonesTrading, at which, among other things, the parties
addressed framing the terms of the Business Combination Agreement based on the letter
of intent, including addressing the terms of an earnout based on the most recent valuation,
and adding an implied share price as an earnout target to take into account scenarios
where target EBITDA would be obtained, but market conditions may result in share price
targets not being achieved in the same timeframe. Please expand your disclosure to
include a more detailed description of the negotiations surrounding this earnout
consideration, including how the earnout consideration component came about and how
the parties ultimately agreed on the earnout consideration of up to 35,000,000 Earn Out
Shares.
22.You disclose that, on May 10, 2022, Alternus provided four-year financial projections
from 2022-2025 to Clean Earth. You also disclose that the valuation of Alternus was
FirstName LastNameAaron T. Ratner
Comapany NameClean Earth Acquisitions Corp.
February 21, 2023 Page 6
FirstName LastNameAaron T. Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 6
based, in part, on the forecast provided by Alternus and that, in supporting its decision to
enter into the Business Combination Agreement and the Transactions, the Board
considered, among other factors, Alternus' projections. Please revise to clarify whether
these references to Alternus' projections relate to the four-year projections from 2022-
2025 provided by Alternus to Clean Earth or to other additional projections. In addition,
please revise to clarify the projections relied upon by the fairness advisor in rendering the
fairness opinion. We may have additional comments.
23.Revise to clearly identify the representatives or members of management who participated
in the referenced meetings and discussions. As examples, we note your general references
to "Clean Earth, "Alternus," "Alternus management," and "Clean Earth management."
24.We note your disclosure that, on August 10, 2022, Clean Earth and JonesTrading executed
an engagement letter confirming the retention of JonesTrading as financial advisor and as
placement agent with respect to potential future financing in connection with the Business
Combination. We also note you disclose that at a meeting of the Board of Directors on
September 6, 2022, JonesTrading made a presentation to the Board of Directors
concerning a Committed Capital on Demand equity facility to prov
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
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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
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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%
Mr. Schuler and Mr. Arakawa
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%
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 13
Table 19-9: Annual Cash Flow Summary – Proved Reserves – Spot Prices less 45%
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 14
Table 19-10: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices
Mr. Schuler and Mr. Arakawa
January 9, 2023
Page 15
Table 19-11: Annual Cash Flow Summary – Proved + Probable Reserves – Spot Prices less 15%
Mr. Schuler and Mr. Arakawa
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 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
December 27, 2022
Lesley Ann Calhoun
Chief Financial Officer
Aligos Therapeutics, Inc.
One Corporate Drive, 2nd Floor
South San Francisco, California
Re:Aligos Therapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-39617
Dear Lesley Ann Calhoun:
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
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
2022-12-22 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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 Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris December 22, 2022 Chicago Riyadh Dubai San Diego VIA EDGAR Düsseldorf San Francisco Frankfurt Seoul United States Securities and Exchange Commission Hamburg Shanghai Division of Corporation Finance Hong Kong Silicon Valley Office of Life Sciences Houston Singapore 100 F Street, N.E. London Tel Aviv Washington, D.C. 20549-6010 Los Angeles Tokyo Madrid Washington, D.C. Attention: Li Xiao Daniel Gordon Re: Aligos Therapeutics, Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Filed March 10, 2022 File No. 001-39617 To the addressee set forth above: On behalf of Aligos Therapeutics, Inc. (the “Company”), we are hereby responding to the comment letter to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 received on December 8, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). We have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Form 10-K for Fiscal Year Ended December 31, 2021 Management’s Discussion and Analysis of Financial Condition and Results of Operations Components of Our Results of Operations Research and Development Expenses, page 107 1. Considering the significant research and development expenses you have historically incurred and expect to continue to incur, in future filings, please expand your disclosures to include more disaggregated disclosures for your research and development expenses, for example by product candidates, by program, and or by nature of costs. Please also disclose whether you track external costs by product candidates and or by program, and if not, please disclose that fact in future filings as well. December 22, 2022 Page 2 Response: The Company respectfully acknowledges the Staff’s comment and the Company undertakes to provide the tabular disclosure in the form presented on Annex A to this response letter in its future periodic reports filed with the Commission beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 (the “2022 Form 10-K”). The Company further notes that it tracks direct external research and development expenses on a program-specific basis (chronic hepatitis B, coronaviruses, non-alcoholic steatohepatitis and early-stage programs). Consolidated Financial Statements Note 11. License and Collaboration Agreements Agreement with Merck, page 140 2. Please address the following comments with regard to your accounting and disclosures for the License and Research Collaboration Agreement with Merck & Co. • Please expand your future filings to describe all material terms of the agreement, including the specific amount for the upfront payments, and the development and commercilaiton milestone payments. For the tiered royalty arrangement, please disclose the royalty term and quantification of the royalty rate, or a range no greater than 10 percentage points per tier. Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company believes it has disclosed all material information relating to the exclusive License and Research Collaboration Agreement the Company entered into with Merck Sharp & Dohme Corp. (“Merck”), a subsidiary of Merck & Co., Inc., in December 2020 (the “Original Agreement”) and which agreement was later amended in January 2022 (the “First Amendment” and together with the Original Agreement, the “Merck Agreement”). Under the Merck Agreement, Merck and the Company will apply the Company’s oligonucleotide platform technology to discover, research, optimize and develop oligonucleotides directed against Nonalcoholic Steatohepatitis (“NASH”) targets and up to one additional liver-based cardiometabolic and/or fibroses target. As described in the Company’s public filings with the Commission, the Company is a clinical-stage biopharmaceutical company with a pipeline of research and development programs. This includes multiple drug candidates in clinical development and drug candidates designed to address chronic hepatitis B, coronaviruses and NASH targets. The Merck Agreement relates to undisclosed NASH targets in early stages of the research and development process and the Company’s research and development efforts under the Merck Agreement remain highly uncertain and may not be successful. Given the early stage of development and the risks involved in the drug development process, any potential future royalty and milestone payments under the Merck Agreement are considered to be remote, highly speculative and cannot be reasonably predicted at this time. Given the early stage of development and the fact that this agreement relates to two of several programs under development at the Company, the Company respectfully submits that the Company and its business are not substantially dependent on the Merck Agreement and that the Merck Agreement is not a material agreement to the Company. December 22, 2022 Page 3 Although the Company does not believe the Merck Agreement is a material agreement, the Company respectfully notes that it has disclosed in its filings with the Commission that, with respect to each target in the collaboration, the Company will be eligible to receive up to approximately $460.0 million in development, regulatory and commercialization milestones as well as tiered royalties on net sales. In future periodic reports filed with the Commission, the Company plans to disclose the amount of upfront payments received by the Company under the Merck Agreement. If the Company later determines that the Merck Agreement is a material agreement due to further development or other factors, the Company would expect to disclose additional terms of the Merck Agreement, including with respect to potential royalty and milestone payments. • Please provide us an analysis, and revise your future filings if necessary, of the components you have identified under this agreement that would fall under ASC 808 Collaborative Arrangements and the components under ASC 606 Revenue from Contracts with Customers. In your analysis, tell us how you have considered the unit of account guidance under ASC 808-10-15-5B. Response: The Company respectfully acknowledges the Staff’s comment and notes that per the Company’s analysis, the agreements with Merck fall under ASC 808, Collaborative Arrangements. The Company entered into the Original Agreement with Merck in December 2020 and, in January 2022, the Company entered into the First Amendment to the Original Agreement. For each of the Original Agreement and the First Amendment, the Company analyzed whether the agreement falls under ASC 808, Collaborative Arrangements, and whether any component also fell under ASC 606, Revenue from Contracts with Customers. In each analysis, the Company and Merck are both active participants in various research activities, and both the Company and Merck are exposed to significant risks and rewards. Each party is responsible for covering their own costs and the Company’s costs are not guaranteed to be covered by the upfront payment. Additionally, the Company may receive significant rewards in the form of milestone and royalty payments if the target compounds continue in development, and Merck will receive cash flows from commercialization, if a drug candidate under the collaboration is approved and commercialized. As such, the Company concluded that each arrangement falls under ASC 808. The Company concluded that neither the Original Agreement nor the First Amendment is in the scope of ASC 606 as Merck was not deemed to be a customer and the provision of research and development (“R&D”) services for others is not part of the Company’s ordinary activities. The Company analogizes to ASC 606 for certain activities including the unit of account and recognition of revenue. Revenue recognized by analogizing to ASC 606 is recorded as “Revenue from collaborations”. As per ASC 808-10-15-5B, the Company also assessed the performance obligations included in each agreement including a license of intellectual property (“IP”), provision of R&D services and participation in a Joint Research Committee. Based on the Company’s analysis, the Company believes that Merck cannot benefit from the exclusive license on its own, or with other resources readily available, as the license is to specific collaboration compounds discovered under this collaboration and being developed by both parties. December 22, 2022 Page 4 Because of the early stage of the development, the R&D services significantly customize the license. The Joint Research Committee is made up of members from Merck and the Company involved in the research program and integrated within the provision of R&D activities. Further, the Joint Research Committee is not providing any separate or distinct service and will be disbanded at the end of the research program. Thus, the Company does not consider the Joint Research Committee as a part of the overall contract to be material in the context of the Merck Agreement. Therefore, the Company considers the exclusive license of IP, provision of R&D services and participation in the Joint Research Committee to be one single distinct unit of account under ASC 808-10-15-5B that is not within the scope of ASC 606 but the Company has accounted for it by analogy to ASC 606. The Company also assessed whether a contract modification had occurred in January 2022 when the Company entered into the First Amendment. In this assessment, the Company noted that the First Amendment is for a different research target, and the project is managed by a separate individual at the Company than the Original Agreement. The First Amendment was negotiated separately and the focus of the First Amendment is to produce a different compound with Merck. Additionally, the upfront payment was at a standalone selling price, separate and distinct from the upfront payment already received for the Original Agreement. As such, the Company concluded the First Amendment to the Original Agreement was a separate and distinct arrangement, and a contract modification had not occurred under applicable accounting standards. In future periodic reports filed with the Commission, the Company plans to disclose this arrangement as set forth in Annex B to this response letter. • Please tell us and revise in future filings the specific milestone payments achieved in 2021 and 2022. In that regard, you repeatedly disclose that the revenues you have recognized so far are from milestone payments. Response: The Company respectfully acknowledges the Staff’s comment and notes that all revenue recognized from the Merck Agreement to date has been from upfront payments received from Merck, and not additional payments as a result of meeting any milestone targets. In future periodic reports filed with the Commission, the Company plans to disclose this as set forth in Annex B to this response letter. • Please provide us an analysis of your revenue recognition under ASC 606, including your determination of the performance obligations, the transaction price, and your revenue recognition method (i.e. over time or point in time) for each performance obligation. In that regard, please note that the percentage of completion is not referred to as a revenue recognition method under ASC 606. Response: The Company respectfully acknowledges the Staff’s comment. The Company determined that both the Original Agreement and the First Amendment are not in the scope of ASC 606, but rather within the scope of ASC 808, and management analogizes to ASC 606 for certain elements as discussed in bullet two above. December 22, 2022 Page 5 At the inception of each contract with Merck, the Company considered all promises within the contract, and considered whether they are distinct. For each Merck arrangement, the Company considers there to be a single performance obligation as described under the second bullet above. The Company considers the guidance in ASC 606 on transaction price by analogy, and notes that each contract involves both upfront payments, future potential milestone payments and future potential royalty payments. At the inception of the Original Agreement and the First Amendment, both the milestone and royalty payments are considered remote as they are due based on future milestones not considered probable of achievement at the time of researching a potential compound. As such, they are not recognized at this time. For the upfront payments, the Company analogizes to ASC 606 for the recognition of revenue and, as the performance obligation is achieved over the research and development period, the input method of costs incurred is used. In future periodic reports filed with the Commission, the Company plans to disclose this arrangement as set forth in Annex B to this response letter. • Lastly, please revise your future filings to include a roll forward of your deferred revenue with the movements agreeing to the payments received and revenue recognized during the period to meet the disclosure requirement under ASC 606-10- 50-8. Response: The Company respectfully acknowledges the Staff’s comment and will include a roll forward of its deferred revenue from collaboration agreements in its future periodic reports filed with the Commission beginning with the 2022 Form 10-K, as set forth in Annex B to this response letter. We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3043 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence. Very truly yours, /s/ Mark V. Roeder Mark V. Roeder of LATHAM & WATKINS LLP cc: Lesley Ann Calhoun, Aligos Therapeutics, Inc. Lucinda Quan, Aligos Therapeutics, Inc. John Williams, Latham & Watkins LLP December 22, 2022 Page 6 Annex A Research and Development Expenses Year ended December 31, 2022 2021 (audited) (in thousands) Direct research and development expenses by development program: Chronic Hepatitis B program $ XXX $ XXX Coronaviruses program XXX XXX Non-alcoholic Steatohepatitis program XXX XXX Other early-stage programs XXX XXX Total direct research and development expenses XXX XXX Total indirect research and development expenses XXX XXX Total research and development expense by development program $ XXX $ XXX Note: XXX in the above table represents illustrative financial information and the Company will populate financial numbers when presented in its future filings, beginning with its 2022 Form 10-K. December 22, 2022 Page 7 Annex B Agreements with Merck In December 2020, the Company and Merck Sharp & Dohme Corp. (“Merck”), a subsidiary of Merck & Co., Inc., entered into an exclusive License and Research Collaboration Agreement (“Original Agreement”) under which Merck and the Company agreed to apply the Company’s oligonucleotide platform technology to discover, research, optimize and develop oligonucleotides directed against a NASH target and up to one additional liver-targeted cardiometabolic and/or fibrosis target. Under the terms of the Original Agreement, the Company received an upfront payment of $12 million from Merck. With respect to the collaboration target, the Company is eligible to receive up to $458.0 million in development and commercialization milestones as well as tiered royalties on net sales of licensed products. These potential payments consist of (i) potential development milestones (such as for the first dosing of an animal specimen in a Good Laboratory Practice toxicology study, and
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
2022-12-16 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
United States securities and exchange commission logo
December 16, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
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
2022-12-14 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm Document Allegiant Travel Company 1201 N. Town Center Dr. Las Vegas, NV 89144 December 14, 2022 Mr. John Cannarella Mr. Karl Hiller Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Allegiant Travel Co Form 10-K for Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-33166 Dear Mr. Cannarella and Mr. Hiller: This is in response to the Staff’s letter dated December 7, 2022 regarding Allegiant’s Annual Report on Form 10-K for the year ended December 31, 2021. For your convenience, we have included in this letter the Staff’s comment before providing our response to that comment. Form 10-K for the Fiscal Year ended December 31, 2021 Financial Statements Note 7 Long Term Debt, page 71 1.We note your response to prior comment one stating that you will "evaluate including additional detail" regarding your long-term debt in future filings, although you also indicate that you view your present disclosures as fully responsive to the disclosure requirements in Rule 5-02.22 of Regulation S-X. However, we believe that details should be provided for each issue or type of obligation that is presently combined with dissimilar obligations and with greater specificity. Please submit the revisions that you propose to address this concern. If you expect to include aggregated content, explain your rationale or view on the type classification and provide us with a schedule of the related obligations, along with descriptions of the corresponding balances and terms. Response: In reference to the Staff’s comment, in our prior response on November 14, 2022, we indicated we will evaluate including additional detail “in tabular format” in future filings. By saying that, we did not mean to imply that additional disclosures would be made, but rather, that we will include a tabular summary of the various categories of debt in future filings highlighting the respective debt balances, interest rates and maturities of each category of debt, all of which are already included in our present disclosures. As indicated in our November 14th response letter, we believe the disclosures in our Form 10-K for 2021 to be fully responsive to the disclosure requirements in Rule 5.02.22 of Regulation S-X as: 1.Further detail concerning debt transactions we entered into during the three years covered in our Form 10-K for 2021 is contained in the paragraphs below the tabular presentation in Note 7. In particular, there are subsections of Note 7 describing the terms of our: (i) Term Loan and Senior Secured Notes, (ii) Consolidated Variable Interest Entities, (iii) Payroll Support Loans, (iv) Senior Secured Revolving Credit Facility, (v) Other Secured Debt, and (vi) Construction Loan Agreement. 2.Further information on the finance leases included in our debt balances is included in Note 8 - Leases in our 10-K for 2021. 3.The debt and finance leases further described in Notes 7 and 8 represent more than $1.4 billion of our total debt balance as of December 31, 2021. The remainder of our debt outstanding as of December 31, 2021 and included in the tabular presentation was incurred prior to the three-year period covered by our Form 10-K for 2021 and is described in further detail in the Notes to our financial statements in our Form 10-K’s for prior periods. Nor do we believe any revisions or additions need to be made to our disclosures in the Form 10-K for 2021 in light of the detail previously disclosed in our Form 10-K filings as indicated above. The tabular format we intend to include in future filings will summarize the content disclosed in the textual paragraphs under the following categories: 1.Term Loan and senior secured loans – each of these loans is secured by all of our assets with the exceptions of aircraft assets, Sunseeker Resort and certain other exceptions. 2.Consolidated variable interest entities – each relating to specific aircraft financings. 3.Senior secured revolving credit facilities – each subject to being drawn and each secured by either aircraft assets or, in one case, the same collateral securing our senior secured loans referenced above. 4.Debt secured by aircraft, engines, other equipment or real estate – each of which constitutes an asset-based financing. 5.Finance leases of aircraft assets – each relating to the acquisition or financing of aircraft. 6.Construction loan agreement financing the construction of, and secured by, our Sunseeker Resort. 7.Unsecured debt – this will disclose the loan under the U.S. Treasury’s Payroll Support Programs, which had a balance as of December 31, 2021, but has now been repaid in full. We do not have any other unsecured debt at this time. We believe these are logical classifications based on our business and the types of financing. The balances, interest rates and maturities of each category of debt will be summarized in a tabular format. As referenced above, the amounts, interest rates, maturities and terms of each of these financings have already been described in the textual paragraphs below the tabular presentation in our 2021 and prior Form 10-K’s and we will continue to provide that textual detail in future filings. We sincerely hope that the foregoing has thoroughly addressed your comments on our 2021 Form 10-K filed on March 1, 2022. We will be pleased to respond promptly should you require additional information or material to facilitate your review. If you have any questions, please contact me at 702-830-8520. Sincerely, /s/ Gregory Anderson President and Chief Financial Officer
2022-12-13 - CORRESP - ALLETE INC (ALE) (CIK 0000066756)
CORRESP
1
filename1.htm
Document
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 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
December 8, 2022
Lesley Ann Calhoun
Chief Financial Officer
Aligos Therapeutics, Inc.
One Corporate Drive, 2nd Floor
South San Francisco, California
Re:Aligos Therapeutics, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-39617
Dear Lesley Ann Calhoun:
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 Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Our Results of Operations
Research and Development Expenses, page 107
1.Considering the significant research and development expenses you have historically
incurred and expect to continue to incur, in future filings, please expand your disclosures
to include more disaggregated disclosures for your research and development expenses,
for example by product candidates, by program, and or by nature of costs. Please also
disclose whether you track external costs by product candidates and or by program, and if
not, please disclose that fact in future filings as well.
FirstName LastNameLesley Ann Calhoun
Comapany NameAligos Therapeutics, Inc.
December 8, 2022 Page 2
FirstName LastName
Lesley Ann Calhoun
Aligos Therapeutics, Inc.
December 8, 2022
Page 2
Consolidated Financial Statements
Note 11. License and Collaboration Agreements
Agreement with Merck, page 140
2.Please address the following comments with regard to your accounting and disclosures for
the License and Research Collaboration Agreement with Merck & Co.
•Please expand your future filings to describe all material terms of the agreement,
including the specific amount for the upfront payments, and the development and
commercilaiton milestone payments. For the tiered royalty arrangement, please
disclose the royalty term and quantification of the royalty rate, or a range no greater
than 10 percentage points per tier.
•Please provide us an analysis, and revise your future filings if necessary, of the
components you have identified under this agreement that would fall under ASC 808
Collaborative Arrangements and the components under ASC 606 Revenue from
Contracts with Customers. In your analysis, tell us how you have considered the unit
of account guidance under ASC 808-10-15-5B.
•Please tell us and revise in future filings the specific milestone payments achieved in
2021 and 2022. In that regard, you repeatedly disclose that the revenues you have
recognized so far are from milestone payments.
•Please provide us an analysis of your revenue recognition under ASC 606, including
your determination of the performance obligations, the transaction price, and your
revenue recognition method (i.e. over time or point in time) for each performance
obligation. In that regard, please note that the percentage of completion is not referred
to as a revenue recognition method under ASC 606.
•Lastly, please revise your future filings to include a roll forward of your deferred
revenue with the movements agreeing to the payments received and revenue
recognized during the period to meet the disclosure requirement under ASC 606-10-
50-8.
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 Li Xiao at 202-551-4391 or Daniel Gordon at 202-551-3486 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
2022-12-07 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
United States securities and exchange commission logo
December 7, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
We have reviewed your November 14, 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 7, 2022 letter.
From 10-K for the Fiscal Year ended December 31, 2021
Financial Statements
Note 7 - Long Term Debt, page F-71
1.We note your response to prior comment one stating that you will "evaluate including
additional detail" regarding your long-term debt in future filings, although you also
indicate that you view your present disclosures as fully responsive to the disclosure
requirements in Rule 5-02.22 of Regulation S-X.
However, we believe that details should be provided for each issue or type of obligation
that is presently combined with dissimilar obligations and with greater specificity. Please
submit the revisions that you propose to address this concern.
FirstName LastNameGregory Anderson
Comapany NameAllegiant Travel CO
December 7, 2022 Page 2
FirstName LastName
Gregory Anderson
Allegiant Travel CO
December 7, 2022
Page 2
If you expect to include aggregated content, explain your rationale or view on the type
classification and provide us with a schedule of the related obligations, along with
descriptions of the corresponding balances and terms.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 if you have
questions regarding comments on the financial statements and related matters. Please contact
Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2022-12-01 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
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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
2022-12-01 - 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
2022-11-29 - 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
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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
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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 - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm Document Allegiant Travel Company 1201 N. Town Center Dr. Las Vegas, NV 89144 November 14, 2022 Mr. John Cannarella Mr. Karl Hiller Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Allegiant Travel Co Form 10-K for Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-33166 Dear Mr. Cannarella and Mr. Hiller: This is in response to the Staff’s letter dated November 7, 2022 regarding Allegiant’s Annual Report on Form 10-K for the year ended December 31, 2021. For your convenience, we have included in this letter the Staff’s comment before providing our response to that comment. Form 10-K for the Fiscal Year ended December 31, 2021 Financial Statements Note 7 Long Term Debt, page 71 1.We note that as of December 31, 2021, your report debt of $1.7 billion and equity of $1.2 billion, which appears to yield a debt to equity ratio of 1.4x, increasing to 1.6x as of June 30, 2022. Please address the following points: a.State separately in the balance sheet or in the notes to your financial statements, as may include a tabulation, each issue or type of obligation and additional information as will indicate the general character of each type of debt, including the interest rates and dates of maturity, to comply with Rule 5-02.22 of Regulation S-X. b.Tell us and disclose how recent disruptions to financial markets affect your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods, consistent with guidance in Items 303(b)(1) and (c)(1) of Regulation S-K, and CF Disclosure Guidance Topic 9A (June 23, 2020), which is available on our website. Response: We appreciate the feedback from the Staff reflected in this comment. We respectfully advise the Staff that in preparing Notes to the consolidated Financial Statements and, in particular, Note 7 - Long Term Debt, we considered the requirements in Regulation S-X Rule 5-02.22 which are quoted below in italics, with our disclosures as to each point following in bold type: State separately, in the balance sheet or in a note thereto, each issue or type of obligation and such information as will indicate: (1)The general character of each type of debt including the rate of interest; In tabular format in Note 7, we have disclosed the general character of each type of debt (i.e., variable and fixed rate) and the weighted average interest rate for each type. (2)The date of maturity, or, if maturing serially, a brief indication of the serial maturities, such as “maturing serially from 1980 to 1990”; In tabular format in Note 7, we have disclosed the maturity date for each type of debt (e.g., “Fixed-rate debt and finance lease obligations due through 2032”) (3)If the payment of principal or interest is contingent, an appropriate indication of such contingency; N/A - we do not have facilities with contingent payment of principal or interest (4)A brief indication of priority; and All of our debt is senior secured with the exception of the Payroll Support Program Loans. A description of each debt, including disclosure of the security for each loan, appears in the paragraphs below the tabular presentation in Note 7. (5)If convertible, the basis. N/A - we do not have convertible debt Additionally, we provide further information on the finance leases included in our debt balances within Note 8 - Leases in our 10-K for 2021. While we believe our disclosures for long-term debt fully address the requirements in Rule 5-02.22 of Regulation S-X as detailed above, we acknowledge that additional detail in tabular form may be helpful to investors. As a result, we will evaluate including additional detail in tabular format in our long-term debt footnote in future filings. With respect to disruptions to financial markets, management recognized the risks associated with these disruptions and took action to mitigate these risks. In the third quarter of this year, we refinanced our variable rate term loan that would have matured in February 2024 (with an outstanding balance of $533 million) with the issuance of fixed rate senior secured notes which mature in August, 2027. Additionally, the company secured $200 million in financing for pre-delivery deposits associated with the purchase of new Boeing aircraft under contract. We respectfully point you to our 3rd quarter 10-Q in which both of these transactions were disclosed. We sincerely hope that the foregoing has thoroughly addressed your comments on our 2021 Form 10-K filed on March 1, 2022. We will be pleased to respond promptly should you require additional information or material to facilitate your review. If you have any questions, please contact me at 702-830-8520. Sincerely, /s/ Gregory Anderson President and Chief Financial Officer
2022-11-14 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
filename1.htm
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
2022-11-07 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
United States securities and exchange commission logo
November 7, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
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
Financial Statements
Note 7 Long Term Debt, page 71
1.We note that as of December 31, 2021, your report debt of $1.7 billion and equity of $1.2
billion, which appears to yield a debt to equity ratio of 1.4x, increasing to 1.6x as of June
30, 2022. Please address the following points:
•State separately in the balance sheet or in the notes to your financial statements, as
may include a tabulation, each issue or type of obligation and additional information
as will indicate the general character of each type of debt, including the interest rates
and dates of maturity, to comply with Rule 5-02.22 of Regulation S-X.
•Tell us and disclose how recent disruptions to financial markets affect your ability to
access your traditional funding sources on the same or reasonably similar terms as
FirstName LastNameGregory Anderson
Comapany NameAllegiant Travel CO
November 7, 2022 Page 2
FirstName LastName
Gregory Anderson
Allegiant Travel CO
November 7, 2022
Page 2
were available to you in recent periods, consistent with guidance in Items
303(b)(1) and (c)(1) of Regulation S-K, and CF Disclosure Guidance Topic 9A (June
23, 2020), which is available on our website.
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 John Cannarella, Staff Accountant at (202) 551-3337 or Karl Hiller,
Branch Chief, at (202)551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
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
1
filename1.htm
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
1
filename1.htm
Document
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
filename1.htm
Document
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
2022-09-19 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech Société Anonyme (Public Limited Company) 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B258884 September 19, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Alvotech Registration Statement on Form F-1 File No. 333-266294 Request for Acceleration of Effective Date Requested Date: September 21, 2022 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 undersigned registrant (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-1 (File No. 333-266294) (the “Registration Statement”) to become effective on September 21, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with Nicolas H.R. Dumont of Cooley LLP, counsel to the Registrant, at (212) 479-6446, or in his absence, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. * * * * Very truly yours, /s/ Tanya Zharov Name: Tanya Zharov Title: Deputy Chief Executive Officer cc: Robert Wessman, Alvotech Nicolas H.R. Dumont, Cooley LLP Divakar Gupta, Cooley LLP Michal Berkner, Cooley LLP
2022-09-19 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech Société Anonyme (Public Limited Company) 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B258884 September 19, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Alvotech Registration Statement on Form F-1 File No. 333-266136 Request for Acceleration of Effective Date Requested Date: September 21, 2022 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 undersigned registrant (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form F-1 (File No. 333-266136) (the “Registration Statement”) to become effective on September 21, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with Nicolas H.R. Dumont of Cooley LLP, counsel to the Registrant, at (212) 479-6446, or in his absence, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. * * * * Very truly yours, /s/ Tanya Zharov Name: Tanya Zharov Title: Deputy Chief Executive Officer cc: Robert Wessman, Alvotech Nicolas H.R. Dumont, Cooley LLP Divakar Gupta, Cooley LLP Michal Berkner, Cooley LLP
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
2022-09-01 - 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
2022-08-25 - 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
2022-08-10 - 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.
2022-08-08 - 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
2022-08-03 - 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
2022-07-27 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP
1
filename1.htm
CORRESP
Alvotech
Société Anonyme (Public Limited Company)
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B258884
July 27, 2022
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Daniel Crawford
Tim Buchmiller
Re:
Alvotech
Registration Statement on Form F-1
Filed on July 14, 2022
File No. 333-266136
Ladies and Gentlemen:
On behalf of Alvotech
(the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
comment letter dated July 22, 2022 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form F-1 (“Registration Statement”)
filed on July 14, 2022.
Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment
No. 1 to the Registration Statement (“Amendment No. 1”).
The numbering of
the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 1. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1.
Registration Statement on Form F-1 filed July 14, 2022
Cover Page
1.
For each of the founder shares and the public warrants, disclose the price that the selling
securityholders paid for such shares and units overlying such securities.
Response: The Company
acknowledges the Staff’s comment and has revised its disclosure on the cover page and pages v and vi.
2.
We note your disclosure that you will receive proceeds from the exercise of the Warrants and that the
exercise price of your Warrants is $11.50 per warrant. Please include disclosure that compares the market price of the ordinary shares underlying the Warrants to the exercise price of the Warrants. Please also describe the impact on your liquidity
and update your disclosure to address your ability to fund your operations on a prospective basis with your current cash on hand.
Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes the exercise
of the Warrants is not material to the Company’s liquidity position since it has not relied upon, and is not dependent upon, the receipt of the cash proceeds from the exercise of the Warrants offered in the prospectus as a source of liquidity
to fund its operations in the next twelve months. For purposes of clarity, the Company has revised its disclosure on page 154 to that effect. The Company has also revised its disclosure on page 6 to compare the market price of the ordinary shares
underlying the Warrants to the exercise price of the Warrants.
3.
We note your disclosure that based on the closing price of your Ordinary Shares of $7.00 as of
July 11, 2022, the Sponsor and other holders of the Founder Shares would experience a potential profit of up to approximately $5.88 per share, or up to approximately $36.73 million in
the aggregate. Please also indicate that 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 include appropriate
risk factor disclosure.
Response: The Company acknowledges the Staff’s comment and has revised its
disclosure on the cover page and page 68.
Risk Factors
Risks Related to Ownership of our Ordinary Shares and our Status as Public Company Sales of Ordinary Shares, or the perception of such sales, by us or the
Selling Securityholders pursuant to this prospectus…, page 67.
4.
We note your disclosure on page 68 that the Ordinary Shares being offered for resale pursuant to this
prospectus by the Selling Securityholders represent approximately 6.87% of Alvotech’s outstanding shares as of June 15, 2022. This appears to conflict with your disclosure on the cover page which states the
percentage is 84.31%. Please reconcile your disclosure or otherwise advise. Also, to illustrate this risk, revise to disclose the purchase price of the securities being registered for resale.
Response: The Company acknowledges the Staff’s comment and has revised its disclosure on the cover page and on page 68.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Company Overview, page 139.
5.
In light of the significant number of redemptions and the likelihood that the company will not 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 ordinary shares, 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.
2
Response: The Company acknowledges the Staff’s comments and respectfully advises
the Staff that the Company believes there have not been any material changes in the Company’s liquidity position since the business combination. The Company has revised its disclosure on page 154 to elaborate on the expected effect of this
offering on the Company’s ability to raise additional capital.
6.
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 ordinary shares. Your discussion should highlight the fact that Alvogen Lux Holdings and Aztiq Pharma Partners, beneficial
owners of 35% and 40% of your outstanding shares, respectively 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 comments and has revised its disclosure of page 154.
* * * *
3
Please direct any questions or comments regarding the foregoing or with respect to Amendment
No. 1 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474.
Very truly yours,
/s/ Nicolas H.R. Dumont
Nicolas H.R. Dumont
cc:
Robert Wessman, Alvotech
Tanya Zharov, Alvotech
Michal
Berkner, Cooley LLP
Divakar Gupta, Cooley LLP
2022-07-27 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
July 27, 2022
Mark Levick
Chief Executive Officer
Alvotech
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech
Registration Statement on Form F-1
Filed July 22, 2022
File No. 333-266294
Dear Mr. Levick:
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: Nicolas H.R. Dumont, Esq.
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
2022-07-22 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
July 22, 2022
Philip Caramanica
Secretary & Treasurer
Alvotech
1201 Wilson Blvd., Ste. 2130
Arlington, Virginia 22209
Re:Alvotech
Registration Statement on Form F-1
Filed July 14, 2022
File No. 333-266136
Dear Mr. Caramanica:
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 July 14, 2022
Cover Page
1.For each of the founder shares and the public warrants, disclose the price that the selling
securityholders paid for such shares and units overlying such securities.
2.We note your disclosure that you will receive proceeds from the exercise of the Warrants
and that the exercise price of your Warrants is $11.50 per warrant. Please include
disclosure that compares the market price of the ordinary shares underlying the Warrants
to the exercise price of the Warrants. Please also describe the impact on your liquidity
and update your disclosure to address your ability to fund your operations on a
prospective basis with your current cash on hand.
FirstName LastNamePhilip Caramanica
Comapany NameAlvotech
July 22, 2022 Page 2
FirstName LastName
Philip Caramanica
Alvotech
July 22, 2022
Page 2
3.We note your disclosure that based on the closing price of your Ordinary Shares of $7.00
as of July 11, 2022, the Sponsor and other holders of the Founder Shares would
experience a potential profit of up to approximately $5.88 per share, or up to
approximately $36.73 million in the aggregate. Please also indicate that 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 include appropriate risk factor disclosure.
Risk Factors
Risks Related to Ownership of our Ordinary Shares and our Status as a Public Company
Sales of Ordinary Shares, or the perception of such sales, by us or the Selling Securityholders
pursuant to this prospectus . . . ., page 67
4.We note your disclosure on page 68 that the Ordinary Shares being offered for resale
pursuant to this prospectus by the Selling Securityholders represent approximately
6.87% of Alvotech’s outstanding shares as of June 15, 2022. This appears to conflict with
your disclosure on the cover page which states the percentage is 84.31%. Please reconcile
your disclosure or otherwise advise. Also, to illustrate this risk, revise to disclose the
purchase price of the securities being registered for resale.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 139
5.In light of the significant number of redemptions and the likelihood that the company will
not 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 ordinary
shares, 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.
6.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 ordinary shares. Your discussion should
highlight the fact that Alvogen Lux Holdings and Aztiq Pharma Partners, beneficial
owners of 35% and 40% of your outstanding shares, respectively, 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
FirstName LastNamePhilip Caramanica
Comapany NameAlvotech
July 22, 2022 Page 3
FirstName LastName
Philip Caramanica
Alvotech
July 22, 2022
Page 3
statement.
You may contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas H.R. Dumont, Esq.
2022-07-19 - CORRESP - ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
CORRESP
1
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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)
2022-07-13 - 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
filename1.htm
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
filename1.htm
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
2022-06-28 - CORRESP - ALE Group Holding Ltd (ALEH) (CIK 0001806905)
CORRESP
1
filename1.htm
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
2022-06-27 - 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 - 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.
2022-06-06 - 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).
2022-05-31 - 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 - 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
2022-05-26 - 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
2022-05-25 - 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.
2022-05-24 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm CORRESP Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 May 24, 2022 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: Daniel Crawford Re: ALX Oncology Holdings, Inc. Registration Statement on Form S-3 Filed March 25, 2022, Amended on May 13, 2022 File No. 333-263863 Acceleration Request Requested Date: May 25, 2022 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, ALX Oncology Holdings, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-263863) (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 E. Coke at (650) 565-3596. Please direct any questions or comments regarding this acceleration request to Michael E. Coke at (650) 565-3596. [Signature Page Follows] AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission May 24, 2022 Page 2 Sincerely, ALX Oncology Holdings, Inc. /s/ Peter Garcia Peter Garcia Chief Financial Officer cc: Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation Christina L. Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation
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 - 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
2022-05-18 - 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.
2022-05-13 - 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 - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg May 10, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Amendment No. 5 to Registration Statement on Form F-4 Filed on May 2, 2022 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 9, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 5 to Registration Statement on Form F-4 (“Amendment No. 5”) filed on May 2, 2022. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 6 to the Registration Statement (“Amendment No. 6”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 6. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 6. Amendment No. 5 to Registration Statement on Form F-4 Questions and Answers about the Business Combination Q: Will OACB, TopCo and Alvotech be obtaining new financing in connection with the Business Combination?, page 9 1. We note your response to prior comment 1. Please also disclose here that the new financing is needed for additional liquidity in the event of high redemptions, consistent with your disclosure on page 160. Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page 11. Summary of the Proxy Statement/Prospectus The Business Combination Conditions to Closing, page 30 2. We note your revised disclosure here in response to our prior comment 1 to further clarify amendments to the minimum cash condition and aggregate transaction proceeds that were made in the BCA Amendment. We also note your revised disclosure on page 189 where you state that “[t]he $90,000,000 refers to the Loan Advances with Alvogen and Aztiq for an amount of $50.0 million and the Alvogen Bridge Loan for up to $40.0 million” and that “[a]ny debt financing funded to Alvotech or available to be funded in addition to these facilities, whether from shareholders or third parties, will count towards the $250,000,000 Minimum Cash Condition.” Please revise your disclosure here to provide similar clarification regarding to what the $90.0 million refers and which of your debt facilities may count towards the minimum cash condition. Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page 30. * * * * 2 Please direct any questions or comments regarding the foregoing or with respect to Amendment No. 6 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. Very truly yours, /s/ Nicolas H.R. Dumont Nicolas H.R. Dumont cc: Robert Wessman, Alvotech Tanya Zharov, Alvotech Michal Berkner, Cooley LLP Divakar Gupta, Cooley LLP Christian O. Nagler, Kirkland & Ellis LLP Peter Seligson, Kirkland & Ellis LLP Allison Gallagher, Kirkland & Ellis 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
2022-05-10 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP
1
filename1.htm
CORRESP
Alvotech
9, Rue de Bitbourg
L-1273
Luxembourg
Grand Duchy of Luxembourg
May 10, 2022
Via EDGAR
Securities and Exchange Commission
Division of Corporation
Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Franklin
Wyman
Vanessa Robertson
Jessica Ansart
Jeffrey Gabor
Re:
Alvotech
Registration Statement on Form F-4 (File No. 333-261773)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement on Form F-4 (File No. 333-261773) (the “Registration Statement”) to become effective on May 10, 2022, at 4:00 p.m. Eastern
Time, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please orally confirm that
event with Nicolas H.R. Dumont of Cooley LLP, counsel to the Registrant, at (212) 479-6446, or in his absence, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474.
[Signature page follows]
Very truly yours,
/s/ Helga Tatjana Zharov
Name: Helga Tatjana Zharov
Title: Chairperson (Président)
cc:
Robert Wessman, Alvotech
Nicolas H.R. Dumont, Cooley LLP
Michal Berkner, Cooley LLP
Divakar Gupta, Cooley LLP
Christian O. Nagler, Kirkland & Ellis LLP
Peter Seligson, Kirkland & Ellis LLP
Allison Gallagher, Kirkland & Ellis LLP
2022-05-09 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
May 9, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Amendment No. 5 to Registration Statement on Form F-4
Filed May 2, 2022
File No. 333-261773
Dear Mr. Wessman:
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 April 28, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4
Questions and Answers About the Business Combination
Q: Will OACB, TopCo and Alvotech be obtaining new financing in connection with the
Business Combination?, page 9
1.We note your response to prior comment 1. Please also disclose here that the new
financing is needed for additional liquidity in the event of high redemptions, consistent
with your disclosure on page 160.
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
May 9, 2022 Page 2
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
May 9, 2022
Page 2
Summary of the Proxy Statement/Prospectus
The Business Combination
Conditions to Closing, page 30
2.We note your revised disclosure here in response to our prior comment 1 to further clarify
amendments to the minimum cash condition and aggregate transaction proceeds that were
made in the BCA Amendment. We also note your revised disclosure on page 189 where
you state that "[t]he $90,000,000 refers to the Loan Advances with Alvogen and Aztiq for
an amount of $50.0 million and the Alvogen Bridge Loan for up to $40.0 million" and
that "[a]ny debt financing funded to Alvotech or available to be funded in addition to
these aforementioned facilities, including the Sculptor facility and potential other debt
facilities, whether from shareholders or third parties, will count towards the $250,000,000
Minimum Cash Condition." Please revise your disclosure here to provide similar
clarification regarding to what the $90.0 million refers and which of your debt facilities
may count towards the minimum cash condition.
You may contact Franklin Wyman at 202-551-3660 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at 202-551-4511 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas Dumont
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
2022-05-02 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg May 2, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Amendment No. 4 to Registration Statement on Form F-4 Filed on April 19, 2022 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 28, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 4 to Registration Statement on Form F-4 (“Amendment No. 4”) filed on April 19, 2022. This letter is intended to replace previously provided correspondence of even date herewith, which inadvertently omitted page number references in the response to comment 1. Accordingly, please disregard such earlier correspondence and refer to this letter instead. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 5 to the Registration Statement (“Amendment No. 5”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 5. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 5. Amendment No. 4 to Registration Statement on Form F-4 Risk Factors Prior to the consummation of the Business Combination, and even after…, page 55 1. We note your disclosure that you have entered into three new financing arrangements in connection with the Business Combination, including your loan agreement with Alvogen, your debt facility with Sculptor and your Standby Equity Purchase Agreement (SEPA) with Yorkville. We also note that you have revised the minimum cash requirement to include cash proceeds from the trust account (after redemptions), together with the proceeds of the PIPE Financing “and the aggregate proceeds in excess of $90,000,000 (representing financing advanced, or expected to be advanced, to Alvotech by certain of its existing shareholders) of any debt financing funded or available to be funded to Alvotech from prior to the Closing (and, for the avoidance of doubt, after December 7, 2021), at or following the closing.” With respect to these new financing arrangements, please revise your disclosure throughout the registration statement as follows: • Please revise your discussion of the minimum cash requirement as noted above to specify how the financing arrangements with Alvogen, Sculptor and Yorkville may contribute to meeting this requirement. • Please revise your disclosure, as appropriate, to disclose whether and to what extent any of these new financing arrangements may be a possible source of dilution shareholders who elect not to redeem their shares in connection with the business combination. To the extent that any of the arrangements may be a significant source of dilution, please provide disclosure of the impact of that significant source of dilution at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. • Please revise your Questions and Answers about the Business Combination section starting on page 7 to include a discussion of new financing you are obtaining in connection with the Business Combination, including the PIPE financing as well as the loan agreement with Alvogen, the debt facility with Sculptor and the SEPA with Yorkville. • Please revise the Background of the Business Combination section beginning on page 149 to include a discussion of the negotiations of these various agreements including background on when and why it was decided to pursue these additional financing arrangements. • Please revise the Certain Agreements related to the Business Combination to include a summary of the material terms of each of these agreements, including, where applicable, a description of any consideration provided in exchange for the agreement. • Please file the binding term sheet for the debt facility agreement with Sculptor as well as the SEPA with Yorkville as exhibits or provide an analysis supporting your determination that the agreements are not required to be filed. Response: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 10 through 13, 21 through 23, 159 through 160, 189 and 193. The Company also filed the binding offer letter and term sheet, and the SEPA as exhibits 10.33 and 10.34. * * * * Please direct any questions or comments regarding the foregoing or with respect to Amendment No. 5 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. Very truly yours, /s/ Nicolas H.R. Dumont Nicolas H.R. Dumont cc: Robert Wessman, Alvotech Tanya Zharov, Alvotech Michal Berkner, Cooley LLP Divakar Gupta, Cooley LLP Christian O. Nagler, Kirkland & Ellis LLP Peter Seligson, Kirkland & Ellis LLP Allison Gallagher, Kirkland & Ellis LLP
2022-05-02 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg May 2, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Amendment No. 4 to Registration Statement on Form F-4 Filed on April 19, 2022 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 28, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 4 to Registration Statement on Form F-4 (“Amendment No. 4”) filed on April 19, 2022. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 5 to the Registration Statement (“Amendment No. 5”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 5. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 5. Amendment No. 4 to Registration Statement on Form F-4 Risk Factors Prior to the consummation of the Business Combination, and even after…, page 55 1. We note your disclosure that you have entered into three new financing arrangements in connection with the Business Combination, including your loan agreement with Alvogen, your debt facility with Sculptor and your Standby Equity Purchase Agreement (SEPA) with Yorkville. We also note that you have revised the minimum cash requirement to include cash proceeds from the trust account (after redemptions), together with the proceeds of the PIPE Financing “and the aggregate proceeds in excess of $90,000,000 (representing financing advanced, or expected to be advanced, to Alvotech by certain of its existing shareholders) of any debt financing funded or available to be funded to Alvotech from prior to the Closing (and, for the avoidance of doubt, after December 7, 2021), at or following the closing.” With respect to these new financing arrangements, please revise your disclosure throughout the registration statement as follows: • Please revise your discussion of the minimum cash requirement as noted above to specify how the financing arrangements with Alvogen, Sculptor and Yorkville may contribute to meeting this requirement. • Please revise your disclosure, as appropriate, to disclose whether and to what extent any of these new financing arrangements may be a possible source of dilution shareholders who elect not to redeem their shares in connection with the business combination. To the extent that any of the arrangements may be a significant source of dilution, please provide disclosure of the impact of that significant source of dilution at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. • Please revise your Questions and Answers about the Business Combination section starting on page 7 to include a discussion of new financing you are obtaining in connection with the Business Combination, including the PIPE financing as well as the loan agreement with Alvogen, the debt facility with Sculptor and the SEPA with Yorkville. • Please revise the Background of the Business Combination section beginning on page 149 to include a discussion of the negotiations of these various agreements including background on when and why it was decided to pursue these additional financing arrangements. • Please revise the Certain Agreements related to the Business Combination to include a summary of the material terms of each of these agreements, including, where applicable, a description of any consideration provided in exchange for the agreement. • Please file the binding term sheet for the debt facility agreement with Sculptor as well as the SEPA with Yorkville as exhibits or provide an analysis supporting your determination that the agreements are not required to be filed. Response: The Company acknowledges the Staff’s comment and has revised its disclosure on pages [_]. The Company also filed the binding offer letter and term sheet, and the SEPA as exhibits 10.33 and 10.34. * * * * Please direct any questions or comments regarding the foregoing or with respect to Amendment No. 5 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. Very truly yours, /s/ Nicolas H.R. Dumont Nicolas H.R. Dumont cc: Robert Wessman, Alvotech Tanya Zharov, Alvotech Michal Berkner, Cooley LLP Divakar Gupta, Cooley LLP Christian O. Nagler, Kirkland & Ellis LLP Peter Seligson, Kirkland & Ellis LLP Allison Gallagher, Kirkland & Ellis LLP
2022-04-28 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
April 28, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Amendment No. 4 to Registration Statement on Form F-4
Filed April 19, 2022
File No. 333-261773
Dear Mr. Wessman:
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 April 12, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-4
Risk Factors
Prior to the consummation of the Business Combination, and even after..., page 55
1.We note your disclosure that you have entered into three new financing arrangements in
connection with the Business Combination, including your loan agreement with Alvogen,
your debt facility with Sculptor and your Standby Equity Purchase Agreement (SEPA)
with Yorkville. We also note that you have revised the minimum cash requirement to
include cash proceeds from the trust account (after redemptions), together with the
proceeds of the PIPE Financing "and the aggregate proceeds in excess of $90,000,000
(representing financing advanced, or expected to be advanced, to Alvotech by certain of
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
April 28, 2022 Page 2
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
April 28, 2022
Page 2
its existing shareholders) of any debt financing funded or available to be funded to
Alvotech from prior to the Closing (and, for the avoidance of doubt, after December 7,
2021), at or following the closing." With respect to these new financing arrangements,
please revise your disclosure throughout the registration statement as follows:
•Please revise your discussion of the minimum cash requirement as noted above to
specify how the financing arrangements with Alvogen, Sculptor and Yorkville may
contribute to meeting this requirement.
•Please revise your disclosure, as appropriate, to disclose whether and to what extent
any of these new financing arrangements may be a possible source of dilution
shareholders who elect not to redeem their shares in connection with the business
combination. To the extent that any of the arrangements may be a significant source
of dilution, please provide disclosure of the impact of that significant source of
dilution at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions.
•Please revise your Questions and Answers about the Business Combination section
starting on page 7 to include a discussion of new financing you are obtaining in
connection with the Business Combination, including the PIPE financing as well as
the loan agreement with Alvogen, the debt facility with Sculptor and the SEPA with
Yorkville.
•Please revise the Background of the Business Combination section beginning on page
149 to include a discussion of the negotiations of these various agreements including
background on when and why it was decided to pursue these additional financing
arrangements.
•Please revise the Certain Agreements related to the Business Combination to include
a summary of the material terms of each of these agreements, including, where
applicable, a description of any consideration provided in exchange for the
agreement.
•Please file the binding term sheet for the debt facility agreement with Sculptor as well
as the SEPA with Yorkville as exhibits or provide an analysis supporting your
determination that the agreements are not required to be filed.
You may contact Franklin Wyman at 202-551-3660 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at 202-551-4511 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas Dumont
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.
2022-04-19 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg April 19, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Amendment No. 3 to Registration Statement on Form F-4 Filed on March 14, 2022 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 12, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 3 to Registration Statement on Form F-4 (“Amendment No. 3”) filed on April 4, 2022. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 4 to the Registration Statement (“Amendment No. 4”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 4. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 4. Amendment No. 3 to Registration Statement on Form F-4 Risk Factors Clinical drug development involves a lengthy and expensive process and Alvotech may encounter substantial delays in its clinical studies, page 58 1. We note your response to prior comment 1 and reissue in part. We note your statement in your response letter indicating that you had originally planned clinical trial sites in Russia in addition to Ukraine and that you are now considering alternative trial sites, including in South Africa and Poland. Please revise your disclosure here and in your Business section to state your original plans for your clinical trial sites in Russia as well as to disclose that you are currently considering initiating clinical trials previously planned for Ukraine and Russia in alternative locations, including South Africa and Poland. Response: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 62, 234 and 235. * * * * Please direct any questions or comments regarding the foregoing or with respect to Amendment No. 4 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474. Very truly yours, /s/ Nicolas H.R. Dumont Nicolas H.R. Dumont cc: Robert Wessman, Alvotech Tanya Zharov, Alvotech Michal Berkner, Cooley LLP Divakar Gupta, Cooley LLP Christian O. Nagler, Kirkland & Ellis LLP Peter Seligson, Kirkland & Ellis LLP Allison Gallagher, Kirkland & Ellis LLP
2022-04-14 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
April 14, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Allot Ltd. (CIK No. 0001365767)
Registration Statement on Form F-3 (File No. 333-264202)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests
acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-264202) so that it will be declared effective at 4:00 p.m., Eastern Standard Time, on April 18, 2022, or as soon thereafter as is practicable.
Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
or Laura Katherine Mann at (713) 496-9695 of White & Case LLP, counsel to the Company.
[Remainder of Page Intentionally Blank]
Sincerely,
ALLOT LTD.
By:
/s/ Erez Antebi
Erez Antebi
Chief Executive Officer and President
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
2022-04-12 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
April 12, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Amendment No. 3 to Registration Statement on Form F-4
Filed April 4, 2022
File No. 333-261773
Dear Mr. Wessman:
We have reviewed your amended registration statement and have the following
comment.
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 March 30, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-4
Risk Factors
Clinical drug development involves a lengthy and expensive process and Alvotech may
encounter substantial delays in its clinical studies, page 58
1.We note your response to prior comment 1 and reissue in part. We note your statement in
your response letter indicating that you had originally planned clinical trial sites in Russia
in addition to Ukraine and that you are now considering alternative trial sites, including in
South Africa and Poland. Please revise your disclosure here and in your Business
section to state your original plans for your clinical trial sites in Russia as well as to
disclose that you are currently considering initiating clinical trials previously planned for
Ukraine and Russia in alternative locations, including South Africa and Poland.
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
April 12, 2022 Page 2
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
April 12, 2022
Page 2
You may contact Franklin Wyman at 202-551-3660 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at 202-551-4511 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas Dumont
2022-04-12 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
United States securities and exchange commission logo
April 12, 2022
Erez Antebi
Chief Executive Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
Re:Allot Ltd.
Registration Statement on Form F-3
Filed April 8, 2022
File No. 333-264202
Dear Mr. Antebi:
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 Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Laura Katherine Mann
2022-04-04 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP
1
filename1.htm
CORRESP
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
April 4, 2022
Via EDGAR
Securities and Exchange Commission
Division of Corporation
Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Franklin
Wyman
Vanessa Robertson
Jessica Ansart
Jeffrey Gabor
Re:
Alvotech Lux Holdings S.A.S.
Amendment No. 2 to Registration Statement on Form F-4
Filed on March 14, 2022
File No. 333-261773
Ladies and Gentlemen:
On behalf of Alvotech Lux
Holdings S.A.S. (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated March 30, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form F-4 (“Amendment No. 2”) filed on March 14, 2022.
Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 3 to the Registration
Statement (“Amendment No. 3”).
The numbering of the paragraphs below corresponds
to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of
Amendment No. 3. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 3.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
Clinical drug development involves a
lengthy and expensive process and Alvotech may encounter substantial delays in its clinical studies, page 60
1.
We note your revised disclosure here relating to the Russian invasion of Ukraine, your ongoing
clinical trial for AVT04 and the collection of safety data from trial participants in Ukraine and your plans to conduct additional trials in Ukraine in 2022. Please disclose whether and how AVT04 is currently materially impacted, including, but not
limited to:
•
whether you are able to communicate with those patients you are still in the process of collecting safety
data from;
•
the percentage of your enrollment that may be impacted (out of 581 patients);
•
whether you still expect to report topline results in the second half of 2022;
•
potential impacts on the AVT04 trial;
•
where you plan to initiate the “other clinical trials” that were previously planned for
Ukraine; and
•
clarification as to your planned development timeline for AVT04.
Please also revise your Business section accordingly and explain whether and how you have undertaken efforts to mitigate the impact and
where possible quantify the impact to your business, if material.
Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on pages 60 and 233 to provide more detail around the impact of the Russian invasion in Ukraine on Alvotech’s ongoing AVT04 clinical trial and its planned trials.
Due to an increase in patient enrollment by approximately 10%, the original sample size of patients is larger than originally planned. The 188
patients in Ukraine make up approximately 32% of the total patient population of 581. The Company does not consider its AVT04 trial to be materially impacted and still expects to report topline results in the second half of 2022, principally
because:
•
all patients, including those located in Ukraine, have completed the study primary endpoint assessment (at week
12);
•
approximately 70% of the patients worldwide (408/581) and 69% of the patients in Ukraine (130/188) have reached
the end of stage-1 (at week 28); and
•
in a worst-case scenario where patients in Ukraine are not able to continue beyond
stage-1, there is a sufficiently large patient population to ensure an acceptable and robust safety assessment by the end of the study (at week 52).
With respect to the other planned trials, the Company respectfully informs the Staff that it had originally planned clinical trial sites for
its AVT03 and AVT06 studies in Ukraine and Russia. Due to the conflict, the Company is now considering alternative trial sites, including in South Africa and Poland. The Company does not expect these relocations to impact the timelines of the
programs.
Comparable Public Companies, page 166
2.
We acknowledge the additional information provided in response to prior comment 3, which addresses
the “TAM-Current Pipeline” for Alvotech of $82.2 billion and the corresponding discussion of the
$85 billion originator market on page 233. However, the market opportunities for your current product candidates as of March 2022 on page 233 aggregate to only
$56.3 billion. Please explain the $28.7 billion difference between these amounts and revise your presentations accordingly. Also, provide an appropriate
linkage between the amounts for Alvotech’s “TAM-Current Pipeline” on page 166 and the potential originator market on page 233.
2
Response: The Company acknowledges the Staff’s comment and has revised its
disclosure on page 230 to clarify that the difference between the $56.3 billion aggregate market opportunity of its current product candidates and the over $85 billion of its aggregate market opportunity is due to two undisclosed product
candidates whose aggregate market opportunity is approximately $30 billion. In addition, the Company has clarified its disclosures with respect to “TAM—Current Pipeline” to indicate that the figure with respect to Alvotech does
not take into account AVT23, a product candidate that was not under development when its projections were initially made to the OACB Board and management, but that now is part of its current pipeline. Finally, the Company has further enhanced its
disclosures to make clear that originator market opportunities do not account for price erosion.
Business of Alvotech
Commercial Partnerships, page 255
3.
We note that you have revised your disclosure on pages
225-232 and 284-287 in response to our prior comment 8 to reflect additional detail concerning each of your commercial partnerships and we reissue the comment in part.
For each of your partnership agreements, please expand your disclosure to ensure that you are disclosing all material terms, including the quantification of any royalty rate, or a range no greater than 10 percentage points per tier. For example,
with respect to multiple agreements, you currently state that the partner “will exclusively buy the relevant biosimilar candidate from [you] at a royalty or the applicable floor price, whichever is higher, for the duration of the
agreement.”
Response: The Company acknowledges the Staff’s comment and has revised its
disclosure on page 222 to further clarify that, unless otherwise indicated, each commercial partnership described pays a royalty of approximately 40% (within the 10 percentage point range of 35% to 45%) or the applicable floor price, whichever price
is higher. The Company further explained that a floor price is a minimum price per unit specific to each presentation to be paid by the commercial partner for the product, and is determined per each presentation and product taking into consideration
Cost of Goods of manufacturing, supply and commercial market environment.
* * * *
3
Please direct any questions or comments regarding the foregoing or with respect to Amendment
No. 3 to the undersigned at (212) 479-6446, Michal Berkner of Cooley LLP at +44 (0) 20 7556 4321 or Divakar Gupta of Cooley LLP at (212) 479-6474.
Very truly yours,
/s/ Nicolas H.R. Dumont
Nicolas H.R. Dumont
cc:
Robert Wessman, Alvotech Lux Holdings S.A.S.
Tanya Zharov, Alvotech Lux Holdings S.A.S.
Michal Berkner, Cooley LLP
Divakar Gupta, Cooley LLP
Christian O. Nagler, Kirkland & Ellis LLP
Peter Seligson, Kirkland & Ellis LLP
Allison Gallagher, Kirkland & Ellis LLP
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
2022-03-30 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
March 30, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Amendment No. 2 to Registration Statement on Form F-4
Filed March 14, 2022
File No. 333-261773
Dear Mr. Wessman:
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, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
Clinical drug development involves a lengthy and expensive process and Alvotech may
encounter substantial delays in its clinical studies , page 60
1.We note your revised disclosure here relating to the Russian invasion of Ukraine, your
ongoing clinical trial for AVT04 and the collection of safety data from trial participants in
Ukraine and your plans to conduct additional trials in Ukraine in 2022. Please disclose
whether and how AVT04 is currently materially impacted, including, but not limited to:
•whether you are able to communicate with those patients you are still in the process
of collecting safety data from;
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
March 30, 2022 Page 2
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
March 30, 2022
Page 2
•the percentage of your enrollment that may be impacted (out of 581 patients);
•whether you still expect to report topline results in the second half of 2022;
•potential impacts on the AVT04 trial;
•where you plan to initiate the “other clinical trials” that were previously planned for
Ukraine; and
•clarification as to your planned development timeline for AVT04.
Please also revise your Business section accordingly and explain whether and how you
have undertaken efforts to mitigate the impact and where possible quantify the impact to
your business, if material.
Comparable Public Companies, page 166
2.We acknowledge the additional information provided in response to prior comment 3,
which addresses the "TAM-Current Pipeline" for Alvotech of $82.2 billion and the
corresponding discussion of the $85 billion originator market on page 233. However, the
market opportunities for your current product candidates as of March 2022 on page 233
aggregate to only $56.3 billion. Please explain the $28.7 billion difference between these
amounts and revise your presentations accordingly. Also, provide an appropriate
linkage between the amounts for Alvotech's "TAM-Current Pipeline" on page 166 and the
potential originator market on page 233.
Business of Alvotech
Commercial Partnerships, page 225
3.We note that you have revised your disclosure on pages 225-232 and 284-287 in response
to our prior comment 8 to reflect additional detail concerning each of your commercial
partnerships and we reissue the comment in part. For each of your partnership agreements,
please expand your disclosure to ensure that you are disclosing all material terms,
including the quantification of any royalty rate, or a range no greater than 10 percentage
points per tier. For example, with respect to multiple agreements, you currently state that
the partner "will exclusively buy the relevant biosimilar candidate from [you] at a royalty
or the applicable floor price, whichever is higher, for the duration of the agreement."
You may contact Franklin Wyman at 202-551-3660 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at 202-551-4511 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas Dumont
2022-03-29 - UPLOAD - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
United States securities and exchange commission logo
March 29, 2022
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings, Inc.
323 Allerton Avenue
South San Francisco, CA 94080
Re:ALX Oncology Holdings, Inc.
Registration Statement on Form S-3
Filed March 25, 2022
File No. 333-263863
Dear Mr. Pons:
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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael Coke, Esq.
2022-03-14 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech Lux Holdings S.A.S. 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg March 14, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Lux Holdings S.A.S. Amendment No. 1 to Registration Statement on Form F-4 Filed on February 4, 2022 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech Lux Holdings S.A.S. (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 25, 2022 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form F-4 (“Amendment No. 1”) filed on February 4, 2022. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 2 to the Registration Statement (“Amendment No. 2”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 2. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2. Amendment No. 1 to Registration Statement on Form F-4 The Business Combination The Background of the Business Combination, page 151 1. We note your response to our prior comment 16 and reissue the comment in part. We note that you have substantially revised this section to include further detail on the negotiations, including reference to certain proposals and responses concerning material terms of the transaction. For example, on page 153 you state that “OACB returned comments to the Term Sheet to Alvotech, including with respect to certain binding provisions, the amount of contemplated PIPE financing, exclusivity terms, the Sponsor earn-out terms, transaction approvals and registration rights,” however, you do not describe the proposals concerning these terms. Please revise your disclosure throughout this section to describe each proposal (preliminary or otherwise) and counterproposal concerning a material transaction term and to identify the party putting it forward. In this regard, we continue to note that the Background section as written discusses in general terms the topical areas discussed by the parties during the eight month negotiations and some of the final terms they mutually agreed upon but does so with little indication of how those terms evolved during the course of the discussions/negotiations. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 153 through 159 in response thereto. 2. We note your revised disclosure on page 158 where you discuss the subsequent PIPE financing arrangement and related subscription agreements that you entered into on January 18, 2022. Please expand your discussion in the background section to provide detail on the negotiation and marketing processes for this subsequent PIPE transaction. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 159 in response thereto. Comparable Public Companies, page 164 3. We acknowledge the additional information provided in your response to prior comment 24 but continue to have difficulty in understanding the relevance of the “TAM—Current Pipeline” (market opportunity) for Alvotech. Please quantify the estimate of peak WW sales from 2021-2026 for each of your biosimilar products, as assumed in your forecast on page 168, and the estimate of peak WW sales from 2021-2026 for each of the corresponding reference products. Also, on page 169 you state that global markets for biologic and biosimilar medicines are forecasted to grow to approximately $555 billion and $80 billion by 2026, respectively. It is not clear how the combined estimated peak global sales of the product candidates in your pipeline could be $85.5 billion when the global market for biosimilar medicines is forecasted to reach $80 billion by 2026. Explain the relationship between these amounts. Revise your presentation accordingly. Response: The Company acknowledges the Staff’s comment about the relevance of the “TAM – Current Pipeline” figures on page 166 and has revised its disclosure to explain how and why target markets for products in the biosimilar industry are described in relation to estimated peak sales of corresponding originator products. The Company further notes the Staff’s request to quantify peak worldwide sales from 2021-2026 for each of its biosimilar products, and the estimate of peak worldwide sales from 2021-2026 for each corresponding reference originator product. In response thereto, the Company has revised the disclosure on pages 170 through 171 to include tabular disclosure of peak actual and estimated revenues for the originator medicines addressed by the Company’s development pipeline in each year from 2021-2026, as provided by Evaluate Pharma. Nevertheless, the Company respectfully advises the Staff that it is unable for competitive reasons to disclose estimated peak worldwide sales of each of its biosimilar products from 2021-2026. 2 As described elsewhere in Amendment No. 2, much like generic drugs, biosimilars offer a lower cost alternative to their name-brand reference products. Unlike developers of originator products that quite often are creating their own market with no existing competition, the Company is not developing a new innovative product. Instead, biosimilars enter into direct competition with what is typically a large-scale incumbent producer. This results in the biosimilar market being characterized by fundamentally different development, regulatory, legal and commercial attributes as compared to originator businesses where a brand new, intellectual property protected, pharmaceutical product is being developed. Estimates of peak sales of the Company’s biosimilar medicines, as with all biosimilars, depend on several factors, including (1) peak sales of the relevant originator medicine, as adjusted for the proposed discounted price of the biosimilar medicine; (2) the market share ultimately achieved by the biosimilar medicine; (3) Alvotech’s share of in-market sales from its commercial partners; (4) estimated launch date; and (5) the product’s probability of success (“POS”). As discussed in turn below (with the exception of POS, which is discussed in the Company’s response to Comment 6), each of these elements are highly confidential elements of the Company’s commercial strategy that the Company believes would be harmful to its business interests and therefore also harmful to its future public company investors if disclosed publicly. Within the biosimilars industry, pricing is a key element of commercial strategy and assumptions around pricing are therefore confidential and highly sensitive information until a biosimilar medicine has launched and a price for the medicine has been publicly announced. As a result, we believe that such pricing information should not be disclosed as competitors could use that information to undercut the Company’s products on the basis of price. Nevertheless, in response to the Staff’s comment, the Company has disclosed expected originator market size by year as measured by peak sales of those products, with a sensitivity analysis using different pricing erosion assumptions. In addition, the Company has provided historical pricing data for biosimilar launches to contextualize this presentation and indicated that that the biosimilar price discounts assumed in the Company’s forecasts are greater than the average historical market examples provided. The Company believes that investors can assess expected pricing and resulting biosimilar market size based on these disclosures. The pricing of a biosimilar medicine is also a major determinant of the market share that the biosimilar medicine achieves, which also renders assumptions regarding market share highly confidential and competitively sensitive. While the Company believes it would be harmful to the Company and its investors and is therefore not in a position to provide precise assumptions for competitive reasons, the Company has disclosed in response to the Staff’s comment that its projections assume market share ranging from high-single digits to 20% in certain cases. With respect to its share of revenue, the Company has also disclosed that it receives on average 40% of in-market sales from its commercial partners. The other significant factor in determining peak sales of biosimilar medicines is the date of commercial launch of the biosimilar product. The date of estimated launch of a biosimilar product is also competitively sensitive that the Company must protect. Because biosimilars enter into direct competition with what is typically a large-scale incumbent producer, that is, the originator product company, a sensitive legal pathway must typically be successfully traversed in order to launch a biosimilar, much like in the generic space. Alvotech may need to, from time to time, engage in patent litigation (e.g. under the Biologics Price Competition and Innovation Act in the United States) with the originator before launching a biosimilar. Other IP litigation is also 3 possible, including those adverse to non-originator third-party competitors that may hold patents allegedly infringed by Alvotech. These legal considerations are typically less relevant in the originator market, but are characteristic of the biosimilar industry where originators routinely seek to prevent more cost-effective biosimilar products from coming to market through such patent claims. The timing of any particular biosimilar launch depends largely on the Company’s ability to navigate the patent landscape, which may be achieved by litigation, settlement, or expiration of the patent exclusivity of the reference products, among other methods. The Company’s recent litigation with AbbVie is a direct example of the dynamics articulated in this paragraph. As a result, the Company devotes significant resources to understanding when and under what circumstances a given biologic patent expires, and then the Company must establish a development, regulatory, and legal strategy contingent on that analysis. Such legal considerations are discussed elsewhere in Amendment No. 2. In response to the Staff’s comment and to assist investors in assessing the reasonableness of the projections provided to the OACB board of directors and management, the Company has revised its disclosure to provide launch date ranges between 12 and 24 months between anticipated timing between regulatory filing and product launch for each product. As disclosed elsewhere in the registration statement, the Company has a relatively short timeframe for its expected launches as it has disclosed that it plans to launch its first five product candidates by 2025. Further, the Company is committed to informing investors promptly when launch dates become certain as regulatory and legal pathways are clarified. The recent settlement agreement with AbbVie is again a compelling example, where the Company announced that it planned to enter the US market on July 1, 2023 following announcement of the settlement agreement. In contrast to the biosimilars market, developers of originator products can publish estimates of the market size for each of the products they are developing and expected revenues based on announced estimated launch dates, but those estimates rarely make a difference to competitors as the originator is often times creating its own new market. However, in contrast and much like the generics market, each one of Alvotech’s products is designed to take market share away from a product, the originator of which will be determined to maintain their market share. If the Company were to announce when it planned on launching a product, what it expected revenues to be in future years for those products and its contemplated pricing, market incumbents would triangulate their own competitive strategy against the Company on the basis of price or other factors. Further, developers and manufacturers of corresponding originator products would, in substance, be granted a roadmap as to when and how to enjoin future development of the Company’s products, perhaps even years in advance. Such litigation or legal action could imperil the development of the Company’s biosimilar products and would result in a material competitive disadvantage to the Company. As a result, the Company believes that the specific disclosure the Company is being asked to provide, would, if provided, undermine the information itself and invalidate the Company’s assumptions and therefore not be in the best interests of the Company or its investors. Due to these competitive concerns, the Company believes it would be detrimental to the interests of the Company and its investors to publicly quantify peak sales for each of its anticipated biosimilar product to the extent requested by the Staff as these disclosures could provide insight to competitors around highly sensitive elements of the Company’s commercial strategy, including anticipated pricing and launch timing. Further, the Company believes that these unique legal and commercial dynamics of the biosimilar industry are very well understood by investors in the generics and biosimilars space, and thus this information would be beneficial mostly to the Company’s competitors and not to its public investors. 4 The Company further acknowledges the Staff’s comment regarding the estimated total biosimilars market size of approximately $80 billion in 2026 relative to the total peak originator sales of $85.5 billion that is addressed by the Company’s current development pipeline. The Company respectfully advises the Staff that it believes that these figures are not directly comparable. Firstly, and most significantly, the $80 billion of biosimilar market sales in 2026 represents the expected sales of biosimilar medicines in that year rather than peak originator sales for all biosimilars that are commercially available in 2026, which is expected to be significantly higher. Secondly, the peak originator sales figure is based on the pricing of the branded originator medicines, whereas the 2026 biosimilars market revenues reflects the pricing of the biosimilars that are commercially available at that point, which are typically priced at a discount to originator medicine prices. Where applicable, the Company has clarified that the $85 billion figure relates to originator sales. 4. Please explain and quantify the expected impact of price erosion on “originator” branded biologic products as biosimilar products are introduced in these markets in each year over the next 3 years and your consideration of these market dynamics in determining “our product candidates’ market opportunity” as you quantified on page 223. Also, describe and quantify the “historical market examples for biosimilars” that you reference on page 169. Revise your presentation accordingly. Response: The Company acknowledges the Staff’s comment and, as described further in its response to Comment 3, has revised the disclosures on pages 171 through 173 to provide a price erosion sensitivity analysis by reference to corresponding originator product and to describe in general terms anticipated timing between regulatory filing and product launch. The Company has included a sensitivity analysis illustrating the potential impact on total biosimilar revenues for each of its pipeline candidates with
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
2022-02-25 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
February 25, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Amendment No. 1 to Registration Statement on Form F-4
Filed February 4, 2022
File No. 333-261773
Dear Mr. Wessman:
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 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4
The Business Combination
The Background of the Business Combination, page 151
1.We note your response to our prior comment 16 and reissue the comment in part. We note
that you have substantially revised this section to include further detail on the
negotiations, including reference to certain proposals and responses concerning material
terms of the transaction. For example, on page 153 you state that "OACB returned
comments to the Term Sheet to Alvotech, including with respect to certain binding
provisions, the amount of contemplated PIPE financing, exclusivity terms, the Sponsor
earn-out terms, transaction approvals and registration rights," however, you do not
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
February 25, 2022 Page 2
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
February 25, 2022
Page 2
describe the proposals concerning these terms. Please revise your disclosure throughout
this section to describe each proposal (preliminary or otherwise) and counterproposal
concerning a material transaction term and to identify the party putting it forward. In this
regard, we continue to note that the Background section as written discusses in general
terms the topical areas discussed by the parties during the eight month negotiations and
some of the final terms they mutually agreed upon but does so with little indication of
how those terms evolved during the course of the discussions/negotiations.
2.We note your revised disclosure on page 158 where you discuss the subsequent PIPE
financing arrangement and related subscription agreements that you entered into on
January 18, 2022. Please expand your discussion in the background section to provide
detail on the negotiation and marketing processes for this subsequent PIPE transaction.
Comparable Public Companies, page 164
3.We acknowledge the additional information provided in your response to prior comment
24 but continue to have difficulty in understanding the relevance of the “TAM--Current
Pipeline” (market opportunity) for Alvotech. Please quantify the estimate of peak WW
sales from 2021-2026 for each of your biosimilar products, as assumed in your forecast on
page 168, and the estimate of peak WW sales from 2021-2026 for each of the
corresponding reference products. Also, on page 169 you state that global markets for
biologic and biosimilar medicines are forecasted to grow to approximately $555 billion
and $80 billion by 2026, respectively. It is not clear how the combined estimated peak
global sales of the product candidates in your pipeline could be $85.5 billion when the
global market for biosimilar medicines is forecasted to reach $80 billion by 2026.
Explain the relationship between these amounts. Revise your presentation accordingly.
4.Please explain and quantify the expected impact of price erosion on "originator" branded
biologic products as biosimilar products are introduced in these markets in each year over
the next 3 years and your consideration of these market dynamics in determining “our
product candidates’ market opportunity” as you quantified on page 223. Also, describe
and quantify the “historical market examples for biosimilars” that you reference on page
169. Revise your presentation accordingly.
Certain Unaudited Alvotech Prospective Financial Information , page 166
5.We acknowledge the additional information provided in your response to prior comment
25 but continue to believe that your presentation does not provide investors with sufficient
information to evaluate the reasonableness of your financial projections. Please provide
additional discussion that facilitates an understanding of the risk that estimates underlying
your forecasted market share, revenue and adjusted EBITDA are sensitive to changes in
underlying assumptions and quantify the impact on your forecast, resulting from likely
variability in these assumptions. Also, provide additional discussion that facilitates an
understanding of the progression in each year over the period 2022 through 2025 of
growth in market share, revenue and adjusted EBITDA, including underlying changes in
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
February 25, 2022 Page 3
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
February 25, 2022
Page 3
percentages for cost of goods sold and operating costs. In addition, provide us the
following information and revise your presentation accordingly.
•Identify the principal target markets and quantify estimated revenues for each market
by 2025.
•Describe the expected timing for regulatory approval of your seven pipeline products
and subsequent commercialization activities in each of the principal target markets.
•Provide a breakdown of forecasted 2025 revenues by product for each market.
•Discuss the key market dynamics underlying price erosion affecting reference
products associated with your biosimilar products during the period 2022 through
2025 and quantify the degree of price erosion by product and principal market that is
expected by 2025.
•Provide a breakdown of future milestone payments aggregating $916 million by type
and year.
•Explain whether alternate financial projections were prepared, acknowledging your
statement that “no alternative financial projections were considered by OACB’s
Board.”
6.We acknowledge the additional information provided in your response to prior comment
28 but continue to have difficulty in understanding how you determined probability of
technical success (“POS”).” Please describe and quantify the methods and key
assumptions underlying your POS estimates for each development phase. In addition,
expand your presentation as follows:
•Identify the “over a dozen biosimilars” developed by your management team in the
past, describe the development time frame for each biosimilar product and quantify
associated revenues generated upon its commercialization.
•Describe your experience with development of biosimilar products from each of your
"host cell lines (CHO and SP2/0) and processes (Fed batch and
perfusion)," identifying those products that did or did not achieve regulatory approval
and commercialization.
•Describe the expected timing for pre-clinical, clinical and submission phase
development, as well as regulatory approval and commercialization for each of your
five pipeline products to be launched in more than 50 markets by 2025.
•Describe the significant risks associated with your planned development and
regulatory approval processes, described on pages 215- 216, and provide data
supporting your assertion that these processes for biosimilar products are “less
uncertain relative to originator biologics."
•Describe the significant risks governing successful future commercialization for your
five biosimilar products, given the level of apparent competition described on pages
229-230, and explain how these risks were considered in determining your forecasts
of Alvotech Revenue and Adjusted EBITDA on page 168.
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
February 25, 2022 Page 4
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
February 25, 2022
Page 4
Business of Alvotech
Third Party Suppliers and Manufacturers, page 217
7.We note your revised disclosure in response to our prior comment 31. You state that "[t]he
availability of master cell banks is critical to [y]our ability to manufacture products for the
commercial market" and that "[s]hould [y]our cell banks (despite any redundancies) be
compromised, [you] would be unable to produce usable products for patients in any
market." Please expand your disclosure to explain what "master cell banks" are and to
describe why they are critical to your operations. Please also revise your risk factor
disclosure to cover the particular risk posed to your business by your dependence on
master cell banks.
Commercial Partnerships, page 219
8.We note your response to our prior comment 32 and reissue the comment in part. For each
of your partnership agreements as described on pages 219-222 and 274-275, please
expand your disclosure to ensure that you are disclosing all material terms, including the
following:
•the nature and scope of any intellectual property transferred;
•each parties' rights and obligations;
•quantification of all up-front or execution payments received or paid to date;
•aggregate amounts paid or received to date under the agreement;
•aggregate amounts of all potential development, regulatory and commercial
milestone payments;
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier;
•disclosure of the duration of the agreement and when royalty provisions expire; and
•disclosure of termination provisions.
For example, we note your description of your agreement with Fuji Pharma where you
state that "Fuji Pharma agreed to make certain payments to Alvotech upon the
achievement of certain milestones [...]," and your description of your partnership with
Biosana where you state that "[you] have agreed to make certain tiered royalty payments
to Biosana," however, you do not quantify the aggregate amount of these potential
milestone payments or royalty rates.
Our Pipeline, page 222
9.We note your response to our prior comment 34 and reissue the comment in part. To the
extent that all 8 of your product candidates are material, please revise your pipeline table
to identify all 8 candidates. Alternatively, revise your summary to indicate you have
6 material product candidates in development and remove these two undisclosed programs
from your pipeline table.
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
February 25, 2022 Page 5
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
February 25, 2022
Page 5
Our Programs, page 223
10.We note your response to our prior comment 35. For each serious treatment-emergent
adverse event, clearly describe the event including whether it was assessed as drug-
related.
AVT02, our high-concentration biosimilar to Humira, page 224
11.We note your response to our prior comment 36 and reissue the comment. In particular,
please revise the text of the legend contained in the bottom left of the graphic as it does
not currently appear to be legible.
Material Agreements, Partnerships and Suppliers, page 227
12.We note your response to our prior comment 37 and reissue the comment in part. We also
note your disclosure with respect to your agreements with STADA and Teva where you
state that you have received $32.8 million and $75 million, respectively, in upfront and
milestone payments combined. Please revise your disclosure to distinguish between
aggregate amounts received to date for upfront payments and for milestone payments,
providing separate amounts for each.
Intellectual Property , page 230
13.We note your response to our prior comment 39 and reissue the comment in part. With
respect to the two categories of patent applications that you have pending related to you
AVT02 product, please also disclose the type of patent protection for which you are
applying such as composition of matter, use or process.
You may contact Franklin Wyman at (202) 551-3660 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at (202) 551-4511 or Jeffrey Gabor at (202) 551-2544
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicolas Dumont
2022-02-18 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
CLEAN
EARTH ACQUISITIONS CORP.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
February 18, 2022
VIA
EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re:
Clean Earth Acquisitions Corp.
Registration Statement on Form S-1
Filed November 18, 2021
File No. 333-261201
Acceleration Request:
Requested Date: February 23, 2022
Requested Time: 4:00 p.m. Eastern Time
Dear Mr. Dougherty:
Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Clean Earth Acquisitions Corp. (the
“Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-261201) (the “Registration Statement”) so that it may become effective at the “Requested
Date” and “Requested Time” set forth above, or as soon thereafter as practicable.
Please call Karen J. Garnett of Proskauer Rose
LLP at (202) 416-6850 to provide notice of the effectiveness of the Registration Statement.
[Signature page follows]
CLEAN EARTH ACQUISITIONS CORP.
By:
/s/ Aaron T. Ratner
Name: Aaron T. Ratner
Title: Chief Executive Officer
[Signature
Page – Company Acceleration Request]
2022-02-18 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
February 18, 2022
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re:
Clean Earth Acquisitions Corp. (the “Company”)
Registration Statement on Form S-1
File No. 333-261201
Dear Mr. Dougherty:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins the Company’s request that the effective date of the above-captioned Registration Statement be accelerated by the Securities
and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time on February 23, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration
Statement be declared effective.
Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 450 copies of the
preliminary prospectus dated February 9, 2022 have been distributed to prospective
underwriters, dealers, institutional investors and others.
The undersigned advises that the several underwriters 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,
Citigroup Global Markets inc.
By:
/s/ Stephen M. Trauber
Name:
Stephen M. Trauber
Title:
Vice Chairman & Co-Global
Head of Natural Resources & Clean Energy Transition
[Signature
Page to Acceleration Request Letter]
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
2022-02-04 - CORRESP - Alvotech (ALVO, ALVOW) (CIK 0001898416)
CORRESP 1 filename1.htm CORRESP Alvotech Lux Holdings S.A.S. 9, Rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg February 4, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Franklin Wyman Vanessa Robertson Jessica Ansart Jeffrey Gabor Re: Alvotech Lux Holdings S.A.S. Registration Statement on Form F-4 Filed on December 20, 2021 File No. 333-261773 Ladies and Gentlemen: On behalf of Alvotech Lux Holdings S.A.S. (the “Company”), we are providing this letter in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated January 18, 2022 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form F-4 (the “Registration Statement”) filed on December 20, 2021. Concurrently with the submission of this response letter, the Company is filing, through EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”). The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which, for your convenience, we have incorporated into this response letter in bold and italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 1. Capitalized terms used but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1. Registration Statement on Form F-4 filed on December 20, 2021 Cover Page 1. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the PIPE Financing. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on the cover page to note that none of the SPAC’s sponsor, directors, officers or their affiliates will participate in the PIPE Financing. 2. We note your disclosure here that the Sponsor has agreed to, among other things, waive its anti-dilution rights with respect to its OACB Class B Ordinary Shares in connection with the consummation of the Business Combination. We also note a reference on page F-47 to an anti-dilution adjustment with respect to the OACB private placement warrants, which are also held by the Sponsor. Please clarify whether the sponsor also has anti-dilution rights with respect to its OACB private placement warrants and whether any financing affiliated with the business combination would trigger this anti-dilution adjustment for the benefit of the sponsor. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on the cover page to clarify that the Sponsor has anti-dilution rights with respect to its OACB Private Placement Warrants and that there is no proposed financing in connection with the Business Combination that would trigger an anti-dilution adjustment for the OACB Private Placement Warrants. Questions and Answers about the Business Combination What equity stake will current OACB shareholders and Alvotech Shareholders have in TopCo after the Closing, page 10 3. We note that the table illustrating the ownership levels in TopCo excludes the impact of the shares underlying the TopCo warrants. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 9 through 11 to include the impact of the shares underlying the TopCo warrants and clarify the sponsor and its affiliates’ total potential ownership in the combined company. 4. Revise your disclosure here and throughout the prospectus to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a tabular presentation in relation to redemptions showing a range of redemption scenarios, including an interim redemption level in addition to the minimum and maximum interim redemption levels that you currently present. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 9 through 11 to present a tabular presentation of the range redemption scenarios and the potential impact of redemptions on the per share value of the shares owned by the non-redeeming shareholders. 5. 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 warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. Response: The Company acknowledges the Staff’s comment and has revised the disclosure in the tabular presentation referred to in the response to Comment 4 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. 2 What interests do OACB’s current officers and directors have in the Business Combination, page 12 6. We note your disclosure here and on page 25 concerning the interests of the sponsor and OACB’s officers and directors in the business combination. Please expand your disclosure to quantify the aggregate dollar amount of what the sponsor, the company’s officers and directors or any of their 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, OACB’s officers and directors or any of their respective affiliates are awaiting reimbursement. For example, we note your disclosure in a risk factor on page 112 stating that at the close of the business combination, the sponsor and OACB’s executive officers and directors, and any of their respective affiliates, will be reimbursed for out-of-pocket expenses. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 14, 32, 117,118, 146, 163 and 164 to quantify the aggregate dollar amount and describe the nature of what the sponsor and the Company’s officers and directors have at risk that depends on the completion of a business combination. 7. Please also clarify in your discussion of the interests of the sponsor and OACB’s officers and directors whether 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: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 14, 21, 117, 118, 163 and 164 to disclose that 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. 8. We note your disclosure that certain affiliates of the sponsor have an ownership interest in the target company. Please provide that interest as an approximate dollar value based on the transaction value and recent trading prices as compared to the price paid. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 14, 32, 117, 146 and 163 accordingly. 9. It appears that OACB’s articles of association waived the corporate opportunities doctrine. Please address this potential conflict of interest and whether it impacted your search for an acquisition target. Response: The Company acknowledges the Staff’s comment and confirms that the potential conflict of interest relating to the waiver of the corporate opportunities’ doctrine in OACB’s articles of association did not impact OACB’s search for an acquisition target. OACB further confirms for the Staff that OACB was not prevented from reviewing any opportunities as a result of such waiver. The disclosure on page 292 of the Registration Statement has been revised in response to the Staff’s comment. 3 10. We note your disclosure here and elsewhere throughout the prospectus, including on page 261, that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement. Please also revise your disclosure summarizing the background of the business combination beginning on page 143 to discuss the negotiation of this agreement. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 13, 32, 117, 145 and 163 to note that no consideration was received in exchange for entering into the agreement and the disclosure on page 151 to summarize the background of the agreement between the SPAC and the shareholders to waive their respective redemption rights. Do I have redemption rights, page 13 11. We note your disclosure here that holders of public warrants do not have redemption rights with respect to such warrants in connection with the business combination. 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. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 19 through 21 to quantify the value of the warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks. 12. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. Response: The Company acknowledges the Staff’s comment and has revised the disclosure in the tabular presentation referred to in the response to Comment 3 to disclose the effective underwriting fee on a percentage basis for shares at each redemption level. Risk Factors Risks Related to OACB and the Business Combination, page 104 13. Please include risk factor disclosure that highlights the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. 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. Response: The Company acknowledges the Staff’s comment and has included disclosure on pages 15, 16, 119 and 120 to highlight the material risks to public warrant holders, clarify whether recent common stock trading prices exceed the threshold that would allow the Company to redeem public warrants and clearly explain the steps the Company will take to notify all shareholders of when the warrants become eligible for redemption. 4 14. 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: The Company acknowledges the Staff’s comment and has revised the disclosure on page 113 to disclose the material risks to unaffiliated investors presented by taking the Company public through a merger rather than an underwritten offering. Since Sponsor and OACB executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses, page 112 15. Please revise this risk factor to more clearly state that because 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. Please also highlight this risk in the Summary of the Proxy Statement/Prospectus. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 14, 32, 118, 122, 146 and 164 to 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. The Business Combination The Background of the Business Combination, page 143 16. Substantially revise the Background section to detail the negotiations concerning key aspects of the Business Combination and related transactions, including without limitation, the scope and valuation of the target’s business, the merger consideration, and the structure of the transaction (including the negotiation and marketing processes for the PIPE transaction). Each proposal (preliminary or otherwise) and counterproposal concerning a material transaction term made between April 9 and December 7 should be described and the proposing party identified. In this regard, we note that the Background section as written discusses in general terms the topical areas discussed by the parties during the eight month negotiations and some of the final terms they mutually agreed upon but does so without any indication of how those terms evolved during the course of the discussions/negotiations. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 151 through 158. 5 17. Please expand your disclosure on page 143 to describe how Alvotech was identified as a target and by whom. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 152. 18. We note that Deutsche Bank Securities Inc. and Citibank Global Markets Inc. are serving as financial and capital markets advisors to you and also served as underwriters in the IPO and are eligible to receive deferred underwriting compensation. Please revise to disclose these conflicts of interest in the Summary and throughout your registration statement, as appropriate. Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 153. 19. Please clarify whether any discussions took place with the target about the potential loss of clients in the near future or other events that may materially affect the target’s prospects or its financial projections for future performance of the business. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that no specific discussions took place with the target regarding potential client loss or material deviations from its financial projections. OACB considered these topics in discussions surrounding valuation of the target. Regulatory approval for its near term products, which OACB viewed as the most significant factor affecting future projections, was then incorporated in the valuation. 20. Please clarify whether there were any valuations or other material information about the SPAC, the target, or the de-SPAC transaction provided to potential PIPE investors that have not been disclosed publicly. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that all material valuations or other transaction information about OACB, Alvotech or the de-SPAC transaction provided to PIPE investors has been disclosed publicly. However, certain prospective and actual PIPE investors received certain more detailed non-public information about OACB, Alvotech and the proposed business combination. Al
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 - 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
2022-01-26 - 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
2022-01-20 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
CLEAN EARTH ACQUISITIONS CORP.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
January 20, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re: Clean
Earth Acquisitions Corp.
Registration Statement on Form S-1
Filed November 19, 2021
File No. 333-261201
Dear Mr. Dougherty:
Reference is made to our letter, filed as correspondence
via EDGAR on January 14, 2022, in which we requested acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, January 19, 2022 at 4:00 pm Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time,
and we hereby formally withdraw our request for acceleration of the effective date.
Should you have any questions, please contact Karen
J. Garnett of Proskauer Rose LLP at (202) 416-6850.
[Signature page follows]
CLEAN EARTH ACQUISITIONS CORP.
By:
/s/ Aaron T. Ratner
Name:
Aaron T. Ratner
Title:
Chief Executive Officer
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
2022-01-18 - UPLOAD - Alvotech (ALVO, ALVOW) (CIK 0001898416)
United States securities and exchange commission logo
January 18, 2022
Robert Wessman
Executive Chairman
Alvotech Lux Holdings S.A.S.
9, Rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
Re:Alvotech Lux Holdings S.A.S.
Registration Statement on Form F-4
Filed December 20, 2021
File No. 333-261773
Dear Mr. Wessman:
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 December 20, 2021
Cover Page
1.Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the
PIPE Financing.
2.We note your disclosure here that the Sponsor has agreed to, among other things, waive its
anti-dilution rights with respect to its OACB Class B Ordinary Shares in connection with
the consummation of the Business Combination. We also note a reference on page F-47 to
an anti-dilution adjustment with respect to the OACB private placement warrants, which
are also held by the Sponsor. Please clarify whether the sponsor also has anti-dilution
rights with respect to its OACB private placement warrants and whether any financing
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
January 18, 2022 Page 2
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
January 18, 2022
Page 2
affiliated with the business combination would trigger this anti-dilution adjustment for the
benefit of the sponsor.
Questions and Answers about the Business Combination
What equity stake will current OACB shareholders and Alvotech Shareholders have in TopCo
after the Closing, page 10
3.We note that the table illustrating the ownership levels in TopCo excludes the impact of
the shares underlying the TopCo warrants. Please disclose the sponsor and its affiliates'
total potential ownership interest in the combined company, assuming exercise and
conversion of all securities.
4.Revise your disclosure here and throughout the prospectus to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders by
including a tabular presentation in relation to redemptions showing a range of redemption
scenarios, including an interim redemption level in addition to the minimum and
maximum interim redemption levels that you currently present.
5.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 warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
What interests do OACB’s current officers and directors have in the Business Combination, page
12
6.We note your disclosure here and on page 25 concerning the interests of the sponsor and
OACB's officers and directors in the business combination. Please expand your disclosure
to quantify the aggregate dollar amount of what the sponsor, the company's officers and
directors or any of their 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, OACB's officers and directors or any of
their respective affiliates are awaiting reimbursement. For example, we note your
disclosure in a risk factor on page 112 stating that at the close of the business
combination, the sponsor and OACB's executive officers and directors, and any of their
respective affiliates, will be reimbursed for out-of-pocket expenses.
7.Please also clarify in your discussion of the interests of the sponsor and OACB's officers
and directors whether 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.
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
January 18, 2022 Page 3
FirstName LastName
Robert Wessman
Alvotech Lux Holdings S.A.S.
January 18, 2022
Page 3
8.We note your disclosure that certain affiliates of the sponsor have an ownership interest in
the target company. Please provide that interest as an approximate dollar value based on
the transaction value and recent trading prices as compared to the price paid.
9.It appears that OACB's articles of association waived the corporate opportunities doctrine.
Please address this potential conflict of interest and whether it impacted your search for an
acquisition target.
10.We note your disclosure here and elsewhere throughout the prospectus, including on page
261, that certain shareholders agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement. Please also revise your disclosure
summarizing the background of the business combination beginning on page 143 to
discuss the negotiation of this agreement.
Do I have redemption rights, page 13
11.We note your disclosure here that holders of public warrants do not have redemption
rights with respect to such warrants in connection with the business combination. 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.
12.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Risk Factors
Risks Related to OACB and the Business Combination, page 104
13.Please include risk factor disclosure that highlights the material risks to public warrant
holders, including those arising from differences between private and public warrants.
Clarify whether recent common stock trading prices exceed the threshold that would allow
the company to redeem public warrants. 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.
14.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.
Since Sponsor and OACB executive officers and directors will not be eligible to be reimbursed
for their out-of-pocket expenses, page 112
15.Please revise this risk factor to more clearly state that because 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
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
January 18, 2022 Page 4
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
January 18, 2022
Page 4
rather than liquidate. Please also highlight this risk in the Summary of the Proxy
Statement/Prospectus.
The Business Combination
The Background of the Business Combination, page 143
16.Substantially revise the Background section to detail the negotiations concerning key
aspects of the Business Combination and related transactions, including without
limitation, the scope and valuation of the target's business, the merger
consideration, and the structure of the transaction (including the negotiation and
marketing processes for the PIPE transaction). Each proposal (preliminary or otherwise)
and counterproposal concerning a material transaction term made between April 9 and
December 7 should be described and the proposing party identified. In this regard, we
note that the Background section as written discusses in general terms the topical areas
discussed by the parties during the eight month negotiations and some of the final terms
they mutually agreed upon but does so without any indication of how those terms evolved
during the course of the discussions/negotiations.
17.Please expand your disclosure on page 143 to describe how Alvotech was identified as a
target and by whom.
18.We note that Deutsche Bank Securities Inc. and Citibank Global Markets Inc. are serving
as financial and capital markets advisors to you and also served as underwriters in the IPO
and are eligible to receive deferred underwriting compensation. Please revise to disclose
these conflicts of interest in the Summary and throughout your registration statement, as
appropriate.
19.Please clarify whether any discussions took place with the target about the potential loss
of clients in the near future or other events that may materially affect the target’s prospects
or its financial projections for future performance of the business.
20.Please clarify whether there were any valuations or other material information about the
SPAC, the target, or the de-SPAC transaction provided to potential PIPE investors that
have not been disclosed publicly.
21.Please revise your disclosure to include any discussions about continuing employment or
involvement for any persons affiliated with the SPAC before the merger, any formal or
informal commitment to retain the financial advisors after the merger, and any pre-
existing relationships between SPAC sponsors and additional investors.
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 152
22.We note your disclosure that with respect to the transaction, Morgan Stanley and Credit
Suisse were engaged as financial advisors to Alvotech and Deutsche Bank was engaged as
a financial advisor and capital markets advisor to OACB. We also note your disclosure on
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
January 18, 2022 Page 5
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
January 18, 2022
Page 5
page 144 that Citibank was also involved in discussions with the other three banks as early
as May 11, 2021. Please expand your disclosure in the Background section to further
describe the role of these financial advisors in the transaction. In particular, please
disclose when each financial advisor was engaged and the level of diligence they
performed in connection with the transaction.
The Business Combination
Comparable Public Companies, page 152
23.Please revise to explain the basis for including each of the comparable public companies
shown or excluding any public companies.
24.Please explain how you determined Alvotech’s “TAM--Current Pipeline” as based on
reports provided by Evaluate Pharma and the following Alvotech growth projections as
based on reports provided by CapIQ and Refinitiv: “2021-2025 Revenue CAGR,” “2025E
Gross Margin” and “2025E Adj. EBITDA Margin.” If these reports were not used, explain
how you determined these amounts. Revise your presentation accordingly.
Certain Unaudited Alvotech Prospective Financial Information, page 154
25.Please provide us an analysis by year demonstrating the growth in total Alvotech revenue
from $30 to $60 million for FY 2021 to an amount greater than $800 million for FY 2025
and the improvement in Adjusted EBITDA from ($150) million to ($200) million for FY
2021 to an amount greater than $460 million for FY 2025 and revise your presentation
accordingly. In this regard, quantify EBITDA and reconcile it to Adjusted EBITDA for
each year. Also, provide us the following information.
•Describe and quantify the key assumptions underlying these financial
projections, how they were developed and the factors considered by OACB's Board
in concluding that they were reasonable.
•Describe alternative financial projections that were considered and (if any) and the
basis for their rejection.
•Describe how these financial projections were used in your $2.3 billion valuation of
Alvotech, as indicated on page 153.
•Provide a breakdown of future revenue by commercialization partner and type of
payment for each year during 2021-2025.
•Provide a breakdown of Adjusted EBITDA by source for each year during 2021-
2025.
•Describe and quantify the key factors underlying significant year-to-year changes in
revenues by partner and Adjusted EBITDA by source during 2021-2025.
26.Please provide a list of your “strategic commercialization partnerships” with leading
pharmaceutical companies, as discussed in the sixth bullet on page 156, and summarize
key terms governing each partnership. In this regard, demonstrate how you determined
their future remittances under these partnerships is expected to be “on average
approximately 40% of in-market sales" and provide a milestone breakdown by partner and
FirstName LastNameRobert Wessman
Comapany NameAlvotech Lux Holdings S.A.S.
January 18, 2022 Page 6
FirstName LastNameRobert Wessman
Alvotech Lux Holdings S.A.S.
January 18, 2022
Page 6
year for the $150 million received to date and the $950 million to be received in the
future.
27.Please explain the likely impact on the future prospects of AVT02 resulting from the
recent FDA deferral of approval, as discussed on page 230, and associated litigation
initiated by AbbVie, as discussed on pages F-125 to F-127. Revise the third bullet on page
156 accordingly.
28.Please explain the qualitative and quantitative factors that you considered in establishing a
75% or higher probability of success for your clinical and pre-clinical programs and the
related launch of 5 products in more than 50 markets by 2025. Revise the seventh bullet
on page 156 accordingly.
The Business Combination Agreement
Conditions to Closing the Business Combination, page 164
29.Please clarify which conditions are subject to waiver.
U.S. Federal Income Tax Considerations, page 176
30.We note your disclosure that the transaction "generally should qualify as an F
Reorganization" and that a U.S. Holder should not recognize any gain or loss. A tax
opinion must be filed whenever the tax consequences of a transaction are material to an
investor and a representation as to tax consequences is set forth in the filing. Please file a
tax opinion as an exhibit to the filing or provide us your analysis as to why you do not
believe such an opinion is required. Refer to Item 601(b)(8) of Regulation S-K and, for
guidance, Section III.A.2 of Staff Legal Bulletin No. 19. Additionally, please also refer to
Sections III.C.3 and 4 of Staff Legal Bulletin No. 19 concerning assumptions and opinions
subject to uncertainty. In this regard, we note the disclosure that the transaction "generally
should qualify as an F Reorganization." If there is uncertainty regarding the tax treatment,
counsel’s opinion should discuss the degree of uncertainty.
Business of Alvotech
Third Party Suppliers and Manufacturers, page 201
31.Please expand your disclosure to include a description of the sources and availability of
your raw materials, including a description of whether prices of principal raw materials
are volatile. Refer to Item 4.B.4. of Form 20-F.
Commercial partnerships, page 202
32.We note your disclosure here concerning your principal partners and partnerships by
2022-01-14 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
January 14, 2022
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re:
Clean Earth Acquisitions Corp. (the “Company”)
Registration Statement on Form S-1
File No. 333-261201
Dear Mr. Dougherty:
Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins the Company’s request that the effective date of the above-captioned Registration Statement be accelerated by the Securities
and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time on January 19, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration
Statement be declared effective.
Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 450 copies of the
preliminary prospectus dated January 7, 2022 have been distributed to prospective
underwriters, dealers, institutional investors and others.
The undersigned advises that the several underwriters 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,
Citigroup Global Markets inc.
By:
/s/ Stephen M. Trauber
Name:
Stephen M. Trauber
Title:
Vice Chairman & Co-Global
Head of Natural Resources & Clean Energy Transition
[Signature
Page to Acceleration Request Letter]
2022-01-14 - CORRESP - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
CORRESP
1
filename1.htm
CLEAN
EARTH ACQUISITIONS CORP.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
January 14, 2022
VIA
EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
Re:
Clean Earth Acquisitions Corp.
Registration Statement on Form S-1
Filed November 18, 2021
File No. 333-261201
Acceleration Request:
Requested Date: January 19, 2022
Requested Time: 4:00 p.m. Eastern Time
Dear Mr. Dougherty:
Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Clean Earth Acquisitions Corp. (the
“Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-261201) (the “Registration Statement”) so that it may become effective at the “Requested
Date” and “Requested Time” set forth above, or as soon thereafter as practicable.
Please call Karen J. Garnett of Proskauer Rose
LLP at (202) 416-6850 to provide notice of the effectiveness of the Registration Statement.
[Signature page follows]
CLEAN EARTH ACQUISITIONS CORP.
By:
/s/ Aaron T. Ratner
Name: Aaron T. Ratner
Title: Chief Executive Officer
[Signature
Page – Company Acceleration Request]
2022-01-14 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
filename1.htm
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
January 14, 2022
Via Edgar
Mr. Geoffrey Kruczek
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Registration Statement on Form S-1, as amended (File No. 333-259179)
Request for Acceleration of Effectiveness
Dear Mr. Kruczek:
In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration Statement becomes
effective at 4:30 p.m., Eastern Time, on Wednesday, January 19, 2022, or as soon thereafter as practicable.
Very truly yours,
By:
/s/ Jonathan Klamkin
Jonathan Klamkin
Chief Executive Officer
Louis Taubman, Esq.
Hunter Taubman Fischer & Li LLC
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
2021-12-21 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
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Aeluma, Inc.
December 21, 2021
Via Edgar
Mr. Evan Ewing
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 19, 2021
File No. 333-259179 (the “Registration Statement”)
Dear Mr. Ewing:
This letter is in response to the letter dated December
2, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Aeluma, Inc. (“Aeluma,” the “Company”, “we”, and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. As per the telephone
calls between our counsel, Hunter Taubman Fischer & Li LLC (“HTFL”) and you and Mr. Kruczek on Tuesday, December
7, 2021 and Monday, December 13, 2021 (collectively, the “Discussions”), below is our proposed response to Comment 1 of your
December 2, 2021 letter; once we resolve this comment, we shall file an amended Registration Statement on Form S-1 to reflect the agreed
upon response and our response to your two other comments, which we note below.
Amendment No. 2 to Form S-1 filed November 19,
2021
Cover Page
1. We note your revisions in response to comment
1. Please revise throughout the registration statement, including the cover page, the offering section, determination of offering price
section and plan of distribution to remove all indications that selling shareholders have the ability to sell their shares at market prices
at any point during the offering, including if and when your common stock is quoted on the OTCQB or another public trading market. Your
revised disclosure should state clearly the fixed price that will continue for the duration of the offering.
Following the Discussions, we reviewed the two precedents
you provided and respectfully believe that the persons included as Selling Shareholders in the Registration Statement should not be considered
underwriters and should be allowed to sell their shares at prevailing market prices or at privately negotiated prices once a public market
for Aeluma’s common stock is established.
As per your request, we outline the basic timeline
of events at issue, which we believe support our position.
1.
Parc Investments, Inc. (“Parc”) was incorporated in the State of Delaware on August 21, 2020. On August 21,
2020, Parc issued and sold an aggregate of 5,000,000 shares of its common stock pursuant to stock purchase agreements with is initial
shareholders. Parc issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D thereunder; both of the initial
shareholders were “accredited investors” as defined in Rule 501 under the Securities Act. Each initial shareholder represented
and warranted to Parc that he was acquiring the shares for investment for his own account, not as a nominee or agent and not with the
view to, or for resale in connection with, any distribution thereof.
2. On October 21, 2020, Parc filed with the Commission a registration statement on Form 10 to register its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the
Form 10, Parc identified itself as a “shell company” (as defined in Rule 12b-2 under the Exchange Act). The Form 10 was
declared effective by the Commission on December 1, 2020.
3. On June 11, 2021, Parc filed with the Commission a Schedule 14F-1, disclosing that it was negotiating
a proposed reverse triangular merger by which Biond Photonics, Inc. (d.b.a. “Aeluma”), a privately held California corporation
(“Biond Photonics”) would merge with and into a to-be-formed wholly-owned subsidiary of Parc (“Acquisition
Sub”), with Acquisition Sub continuing as the surviving entity (the “Merger”) and as a wholly-owned subsidiary
of Parc, and that the Merger was expected to occur pursuant to an Agreement and Plan of Merger and Reorganization to be entered into among
Parc, Biond Photonics and Acquisition Sub (the “Merger Agreement”).
4. On June 22, 2021, Parc’s board of directors
and shareholders approved a restated certificate of incorporation, which was
effective upon its filing with the Secretary of State of the State of Delaware on June 22, 2021, and through which (among other things)
Parc changed its name to “Aeluma, Inc.”
5. On June 22, 2021, Biond Photonics merged with and into Aeluma’s (f.k.a. Parc) wholly-owned subsidiary,
Aeluma Operating Co., a corporation formed in the State of Delaware on June 17, 2021 (“Acquisition Sub”). Pursuant
to the Merger, Acquisition Sub was the surviving corporation and remained Aeluma’s wholly owned subsidiary, and all of the outstanding
stock of Biond Photonics was converted into shares of Aeluma’s common stock (the “Merger Shares”). All of the
shareholders of Biond Photonics receiving Merger Shares of Aeluma in the Merger represented that they were “accredited investors”
as defined in Rule 501 under the Securities Act. As a result of the Merger, Aeluma acquired the business of Biond Photonics and continued
the business operations of Biond Photonics as a public reporting company under the name Aeluma, Inc.
a. Biond Photonics was incorporated in California on February 28, 2019 and has been operational since that
time.
b. As fully explained in the Current Report on Form 8-K that Aeluma filed on June 28, 2021 (the “Super
8-K”), as a result of the Merger, Aeluma ceased to be a shell company. The information contained in the Super 8-K, together
with the information contained in Aeluma’s (f.k.a. Parc) Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
and its subsequent Quarterly Report on Form 10-Q, as filed with the Commission, constitute the current “Form 10 information”
necessary to satisfy the requirements of Item 2.01(f) of Form 8-K and the conditions contained in Rule 144(i)(2) under the Securities
Act.
2
6.
Following the Merger, between June 22, 2021 and June 25, 2021, Aeluma sold an aggregate of 3,885,000 shares of its common stock
to “accredited investors” (as defined in Rule 501 under the Securities Act (the “June Purchasers”) pursuant
to a private placement offering at a purchase price of $2.00 per share (the “Offering Price”) and issued 50,000 shares
of common stock (the “Placement Agent Shares”) and warrants to purchase 348,500 shares of common stock (the “Placement
Agent Warrants”) (in addition to a cash commission) to the placement agent of the private placement, a broker-dealer registered
under the Exchange Act, and/or its designees. On July 1, 2021, Aeluma sold an additional 115,000 common stock shares at the Offering Price
to additional accredited investors (the “July Purchasers,” together with the June Purchasers, the “Purchasers”)
and issued additional Placement Agent Warrants to purchase 11,500 shares of common stock to the placement agent of the private placement,
and/or its designees. The private placement offering is referred to herein as the “Offering.”
a. As per Section 6(d) of the Subscription Agreement for the Offering (the “Subscription Agreement”),
each of the Purchasers’ obligation to accept delivery of the shares and to pay for the shares was, among other things, subject to
the prior closing of the Merger. Accordingly, the Offering occurred after the Merger and therefore at a time when the entity selling the
shares was not a shell company.
b. As per Section 4(b) of the Subscription Agreement, each Purchaser represented and warranted that he/she/it
was acquiring the shares for investment for his, her or its own account and not with the view to, or for resale in connection with, any
distribution thereof. The Offering was not designed to distribute or redistribute the shares to the public without compliance with the
registration requirements of the Securities Act.
c. The Purchasers invested in Aeluma, as a post-Merger entity conducting all of the business and operations
of Biond Photonics. We strongly believe that it would defeat the Purchasers’ purpose of investing in Aeluma, with the understanding
that their shares would be registered, if they were forced to sell at $2.00 even after a public market is established.
Pursuant to
a Registration Rights Agreement among Aeluma, the Purchasers, the holders of Placement Agent Shares, the holders of Placement Agent Warrants,
the holders of Merger Shares, and the pre-Merger shareholders of Aeluma, on August 30, 2021, Aeluma filed the Registration Statement to
register for resale the shares of its common stock held by the foregoing persons (the “Registrable Shares”).
The shareholders
of Biond Photonics agreed to the Merger and the Investors participated in the Offering, as applicable, because of Biond Photonics’
business and operations and the value it would bring to the surviving company’s shareholders. In addition to the representations
referred to above, all of shareholders of Biond Photonics acquired their shares of Biond Photonics stock for investment purposes rather
than with a view to distribution.
In the Staff’s comment letters of September
24 and October 28, 2021, as well as during the Discussions, (collectively, the “Comment Letters”), the Staff has requested
that the Company (a) identify all of the selling shareholders in the Registration Statement as underwriters with respect to their Registrable
Shares, and (b) revise the Registration Statement to state that the selling shareholders must offer and sell their Registrable Shares
for a fixed price for the duration of the offering.
3
In the September 24 Comment Letter, the Staff states:
Please note that shareholders who receive
shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and
Form 10 information has been available for 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed
to be underwriters whose sales are designed to create a market in the company’s securities.
As previously noted, the shares held by the Purchasers
in the Offering, the Placement Agent Shares, the Placement Agent Warrants and the Merger Shares were not issued when the Company was a
shell company. Furthermore, respectfully, we disagree with the Staff’s statement that shareholders who receive securities from a
company when it is a shell company are automatically deemed underwriters in connection with any resale of those securities, particularly
a registered resale of such securities.
Rule 144 Inapplicable to Registered Offerings
In the Discussions, the Staff referred to Rule 144(i)
and the policies behind it articulated in SEC Release 33-8869 (2007) (which adopted amendments to Rule 144 including the addition of paragraph
(i)) as a basis for the Staff’s position stated in the Comment Letters. We acknowledge that the safe harbor provided by Rule 144
is not available to the Company’s shareholders until the conditions of Rule 144(i) have been satisfied; however, we believe the
Staff’s reference to Rule 144 in this situation is not relevant as we do not believe that either Rule 144 or Release 33-8869 has
any application to registered offerings. “The Commission adopted Rule 144 to provide a safe harbor from [the] definition of ‘underwriter’
to assist security holders in determining whether the Section 4[(a)](1) exemption is available for their resale of securities.”1
We do not believe Rule 144 has any application here, where the selling shareholders are not seeking to rely on the Section 4(a)(1) exemption
or Rule 144, but instead will offer their securities pursuant to an effective registration statement covering their securities.
Rule 144 Does Not Create a Presumption of Underwriter
Status
We do not believe that Rule 144(i) or Release 33-8869
either states or implies that shareholders who receive securities from an issuer when it is a shell company (much less after it was a
shell company) are considered underwriters in connection with any resale of those securities until the conditions of
Rule 144(i)(2) are met. Rule 144(i)(1) is unavailable for the resale of securities initially issued by a shell company or a former shell
company; however, Rule 144(i)(2) provides an exception to the general prohibition of Rule 144(i)(1) such that securities of a former shell
company may be sold pursuant to Rule 144 if certain conditions are met, including that Form 10 information was filed at least one year
prior to the proposed sale. We do not believe that any part of Rule 144(i) creates a presumption that shareholders who received securities
from a then or former shell company are considered underwriters for any future resale of such securities, and we do not
believe that any part of Rule 144 provides that anyone for whom the Rule 144 safe harbor is unavailable is automatically deemed an underwriter
in connection with any future resale. As noted above and in the Preliminary Note to Rule 144, Rule 144 deals solely with
offers and sales proposed to be exempt pursuant to Section (4)(a)(1). The rule is silent respecting registered resale offerings such as
this one and, as such, the Commission’s intent should be taken into consideration.
1 SEC Release 33-8869, 6 (2007)
4
We do not believe that the Commission’s intent
was to make shareholders who receive securities from a shell company underwriters in connection with any resales of those
securities. If the Commission’s intent was to make shareholders who receive securities from a shell company underwriters in connection
with any resale of those securities, including registered resales of such securities, until the conditions of Rule 144(i)(2)
have been met, we believe the Commission would have adopted an explicit “presumptive underwriter” provision that applies to
every resale of securities by such persons. We believe the absence of such rule contradicts the Staff’s position, particularly since
the Commission has explicitly adopted rules regarding presumptive underwriter status of shell company securities in other circumstances
(i.e., securities received by affiliates in a Rule 145(a) transaction). Rule 144 deals only with who is not an underwriter
for purposes of the exemption in Section 4(a)(1), not who is one. The rule is silent respecting registered resale offerings such as this
one.
The Commission adopted Rule 144 to establish
specific criteria for determining whether a person is not engaged in a distribution. Rule 144 creates a safe harbor from the Section 2(a)(11)
definition of “underwriter.” A person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be
engaged in a distribution of the securities and therefore not an underwriter of the securities for purposes of Section 2(a)(11).2
Like all other “safe harbor” exemptions,
Rule 144 is not the exclusive means of determining who is not an underwriter.
Definition of an Underwriter
Section 2(a)(11) of the Securities Act defines an
underwriter as “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with,
the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or
has a participation in the direct or indirect underwriting of any such undertaking.”
The interpretation of this definition traditionally
has focused on the words “with a view to” in the phrase “purchased from an issuer with a view to * * * distribution.”
. . .[P]rior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser
took the securities “with a view to distribution” at the time of the acquisition. 3
The following circumstances indicate that none of
the Registrab
2021-12-16 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
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December 16, 2021
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Re:
Allarity Therapeutics, Inc.
Registration Statement on Form S-1, as amended
File No. 333-259484
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Allarity Therapeutics, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 1:00 p.m., Eastern Time, on December 20, 2021, or as soon thereafter as possible.
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, Lewis Brisbois Bisgaard & Smith LLP by calling Scott E. Bartel at (213) 358-6174. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date
of the Registration Statement be sent to our counsel, Lewis Brisbois Bisgaard & Smith LLP, Attention: Scott E. Bartel, by email to
scott.bartel@lewisbrisbois.com.
If you have any questions regarding this request, please
contact Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP at (213) 358-6174 .
Very Truly Yours,
By:
/s/ Steve Carchedi
Name:
Steve Carchedi
Title:
Chief Executive Officer
Cc:
Scott E. Bartel, Lewis Brisbois Bisgaard & Smith LLP
Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP
2021-12-16 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
December 16, 2021
Steve Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 6, 2021
Amendment No. 3 to Registration Statement on Form S-1
Filed December 15, 2021
File No. 333-259484
Dear Mr. Carchedi:
We have limited our review of your registration statement to those issues we have
addressed in our 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 the comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Business
Out-License Agreement with SMERUD, page 172
1.We note your disclosure here and on page 89 that Smerud must obtain funding for the
clinical trials by December 31, 2021. We also note, however, that you state elsewhere,
including on pages 91, 148 and 159 that Smerud must obtain funding for the clinical trials
by October, 2021. Please revise to reconcile your disclosure or advise.
Additionally, please revise your disclosure on pages 169 and 172 with respect to your
agreements with Eisai and Smerud to reference the most recent amendments you have
FirstName LastNameSteve Carchedi
Comapany NameAllarity Therapeutics, Inc.
December 16, 2021 Page 2
FirstName LastName
Steve Carchedi
Allarity Therapeutics, Inc.
December 16, 2021
Page 2
made to these agreements in August 2021 and October 2021, respectively, which are also
included as Exhibits 10.12 and 10.13.
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 Jessica Ansart at 202-551-4511 or Christine Westbrook at 202-551-
5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott E. Bartel, Esq.
2021-12-16 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
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Scott
E. Bartel
633
West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
December 16, 2021
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Allarity Therapeutics, Inc.
Amendment No. 4 to Registration Statement
on Form S-1
Filed August 20, 2021
File No. 333-259484
Ladies and Gentleman:
On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated December 16, 2021, (the “Comment Letter”)
with respect to Amendment No. 2 and Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the Commission
on
December 6, 2021 and December 15, 2021, respectively (the “Registration Statement”).
For the Staff’s convenience, the numbering
of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized
type, followed by the Company’s response.
ARIZONA • CALIFORNIA • COLORADO
• CONNECTICUT • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY LOUISIANA •
MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW JERSEY • NEW MEXICO • NEW YORK
NORTH CAROLINA • OHIO • OREGON • PENNSYLVANIA • RHODE ISLAND • TEXAS • UTAH • VIRGINIA •
WASHINGTON • WEST VIRGINIA
Securities and Exchange Commission
December 16, 2021
Page 2
Amendment No. 2 to Registration Statement on Form S-1
Business
Out-License Agreement with SMERUD, page 172
1. We note your disclosure here and on page 89 that Smerud
must obtain funding for the clinical trials by December 31, 2021. We also note, however, that you state elsewhere, including on
pages 91, 148 and 159 that Smerud must obtain funding for the clinical trials by October, 2021. Please revise to reconcile your
disclosure or advise.
Additionally, please revise your disclosure on pages 169 and 172
with respect to your agreements with Eisai and Smerud to reference the most recent amendments you have made to these agreements in August
2021 and October 2021, respectively, which are also included as Exhibits 10.12 and 10.13.
The Company has corrected the reference to October
2021 to correctly refer to December 31, 2021, on pages 91,148 and 159 of the prospectus.
The Company has also added references to the recent
amendments with Eisai and Smerud to pages 169 and 172 of the prospectus reflecting the same disclosure included in the Company’s
recent Form S-4 which was declared effective by the Commission on November 5, 2021.
As discussed with the Staff on the phone today,
we are also filing today the Company’s request for acceleration for Monday, December 20, 2021, at 1:00 pm Eastern time, or as soon
thereafter as possible.
Please contact me at (213) 358-6174 or my partner Daniel B. Eng at
(415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.
Very truly yours,
LEWIS BRISBOIS BISGAARD & SMITH llp
/s/ Scott E. Bartel
Scott E. Bartel
Partner
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
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
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 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
2021-12-02 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805)
United States securities and exchange commission logo
December 2, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 19, 2021
File No. 333-259179
Dear Mr. Klamkin:
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 28, 2021 letter.
Amendment No. 2 to Form S-1 filed November 19, 2021
Cover page
1.We note your revisions in response to comment 1. Please revise throughout the
registration statement, including the cover page, the offering section, determination of
offering price section and plan of distribution, to remove all indications that selling
shareholders have the ability to sell their shares at market prices at any point during
the offering, including if and when your common stock is quoted on the OTCQB or
another public trading market. Your revised disclosure should state clearly the fixed price
that will continue for the duration of the offering.
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
December 2, 2021 Page 2
FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
December 2, 2021
Page 2
Financial Statements, page F-1
2.Please revise your interim financial statements for the period ended September 30, 2021 to
provide subsequent event disclosures as required by ASC 855-10-50.
Exhibits
3.We note your response to comment 5. Please revise the first paragraph of the legal opinion
to (i) fill in the bracketed date, (ii) revise the number of Shares to 10,650,002 and
(iii) revise the number of Warrant Shares to 360,000.
You may contact Ernest Greene at 202-551-3733 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Louis Taubman
2021-11-22 - 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
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
2021-11-19 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
filename1.htm
Aeluma, Inc.
November 19, 2021
Via Edgar
Mr. Ernest Greene
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Registration Statement on Form S-1
Filed October 15, 2021
File No. 333-259179
Dear Mr. Greene:
This letter is in response to the letter dated
October 28, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Aeluma, Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. An amended Registration Statement on Form S-1 (“Amended Registration Statement”)
is being filed to accompany this letter.
Amendment No. 1 to Registration Statement
on Form S-1 filed October 15, 2021
Prospectus Cover Page, page i
1. We note your revisions in response to prior
comment 1. Please revise your disclosure to state that the selling shareholders must offer and sell their shares for a fixed price for
the duration of the offering. This includes the cover page, the offering section, determination of offering price section and plan of
distribution. Clearly state in each section that the selling shareholders must sell at a fixed price for the duration of the offering.
We updated the Amended Registration Statement
as per your comment.
Description of Securities
Section 203 of the DGCL, page 61
2. We note your response to comment 16. Please
add disclosure describing Sections 2 and 3 of Article XII of your charter.
Pursuant to your comment, we added disclosure
describing Sections 2 and 3 of Article XII of your charter.
Selling Shareholders, page 62
3. We note your response to comment 17. The
beneficial ownership table on page 56 states that Steven DenBaars beneficially owns 276,755 shares of common stock. The selling stockholders
table on page 62 states that he beneficially owns 376,755 shares of common stock. Please revise or clarify.
Pursuant your comment, we reviewed Mr.
DenBaar’s holdings and realized that the amount of shares in the beneficial ownership table should also be 376,755 since that
is the number of shares he holds as of today. We revised the disclosure accordingly.
Lock-up Agreements, Page 71
4. Please disclose your response to comment
18.
Pursuant to your comment, the Amended Registration
Statement includes our response to comment 18.
Exhibits, page II-6
5. We note your response to prior comment 25.
Because it appears you are attempting to register the resale of shares of common stock, the legal opinion should not require the registration
statement become effective or the sale of the securities in order for the securities to be validly issued, fully paid and non-assessable.
Accordingly, please revise the legal opinion to (i) state that the shares of common stock are validly issued, fully paid and non-assessable
and (ii) state that the shares of common stock underlying the warrants, once exercised, will be validly issued, fully paid and non-assessable
Pursuant to your comment, we revised the legal
opinion.
In responding to your 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 appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Lou Taubman, of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Jonathan Klamkin
Name:
Jonathan Klamkin
Title:
Chief Executive Officer
Lou Taubman
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
2021-11-17 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 November 17, 2021 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Michael Davis Re: Aligos Therapeutics, Inc. Registration Statement on Form S-3 (Registration No. 333-260774) 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 (File No. 333-260774) (the “Registration Statement”) of Aligos Therapeutics, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on November 19, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043. Thank you for your assistance in this matter. Very truly yours, ALIGOS THERAPEUTICS, INC. By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President, Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Lucinda Quan, Aligos Therapeutics, Inc. Mark V. Roeder, Latham & Watkins LLP John Williams, Latham & Watkins LLP
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
2021-11-15 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
November 15, 2021
Lawrence Blatt, Ph.D.
Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Dr., 2nd Floor
South San Francisco, CA 94080
Re:Aligos Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 4, 2021
File No. 333-260774
Dear Dr. Blatt:
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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mark V. Roeder, Esq.
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
2021-11-04 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
November 4, 2021
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Re:
Allarity Therapeutics, Inc.
Registration Statement on Form S-4, as amended
File No. 333-258968
Ladies and
Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Allarity Therapeutics, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on November 5, 2021, or as soon thereafter as possible.
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, Lewis Brisbois Bisgaard & Smith LLP by calling Scott E.
Bartel at (213) 358-6174. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, Lewis Brisbois Bisgaard & Smith LLP, Attention:
Scott E. Bartel, by email to scott.bartel@lewisbrisbois.com.
If you have any questions
regarding this request, please contact Scott E. Bartel of Lewis Brisbois Bisgaard & Smith LLP at (213) 358-6174 .
Very Truly Yours,
By:
/s/ Steve Carchedi
Name:
Steve Carchedi
Title:
Chief Executive Officer
cc:
Scott E. Bartel, Lewis Brisbois Bisgaard & Smith LLP
Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP
2021-11-02 - UPLOAD - Alternus Clean Energy, Inc. (ALCE, ACLEW) (CIK 0001883984)
United States securities and exchange commission logo
November 2, 2021
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Draft Registration Statement on Form S-1
Submitted October 27, 2021
CIK No. 0001883984
Dear Mr. Ratner:
This is to advise you that we do not intend to review your registration statement.
We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
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 Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Anh Q. Tran
2021-11-02 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
Scott E. Bartel
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
November 2, 2021
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Allarity Therapeutics, Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed August 20, 2021
File No. 333-258968
Ladies and Gentleman:
On behalf of our client, Allarity
Therapeutics, Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated November 1, 2021, (the “Comment Letter”)
with respect to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 29, 2021
(the “Registration Statement”).
For the Staff’s convenience,
the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated
in italicized type, followed by the Company’s response.
ARIZONA • CALIFORNIA • COLORADO • CONNECTICUT • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY LOUISIANA • MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW
JERSEY • NEW MEXICO • NEW YORK NORTH
CAROLINA • OHIO • OREGON • PENNSYLVANIA • RHODE
ISLAND • TEXAS • UTAH • VIRGINIA • WASHINGTON • WEST
VIRGINIA
Securities and Exchange Commission
November 2, 2021
Page 2
Amendment No. 2 to Registration Statement on
Form
S-4 Business
License Agreement with Eisai for Stenoparib, page 183
1. We note that you have filed the second amendment to the exclusive license agreement you have with Eisai as Exhibit 10.12 as well
as the third amendment to the exclusive license agreement you have with Smerud as Exhibit 10.13. Please revise your summary disclosure
of your agreements with Eisai and Smerud, respectively, to clearly reference these amendments. Include in your revisions disclosure of
the extension payment under your agreement with Eisai and the trigger therefor, as set forth in Section 7.6 of the amended agreement.
We note your table on page 146 comparing stenoparib to approved drugs marketed by third parties and another product candidate in development
by a third party. Given the stage of development for stenoparib, such comparison is premature and speculative. Accordingly, please remove
this comparison.
The Company has revised the summary of the agreements with Eisai on
page 183 of the information statement/prospectus and Smerud on page 187 of the information statement/prospectus to make reference to the
two amendments as requested by the Staff. In addition, we have refiled Exhibit 10.12 without redaction and disclosed the amount of the
extension payment to Eisai on page 183 of the information statement/prospectus. The Company has also deleted the table comparing stenoparib
to other drugs together with its introductory paragraph on pages 145-146 of the information statement/prospectus.
Additionally, we note your disclosure
on page 103 that the initiation by Smerud of the next Phase 2 clinical trial for LiPlaCis is anticipated by early 2022 and that the license
agreement with Smerud may be terminated if Smerud does not obtain outside financing for the program by October, 2021. Please shorten the
arrow corresponding to this program in your pipeline table on page 14 so that it reflects that your development partner has not completed
Phase 2 development.
The Company has revised its pipeline table shortening the arrow for
LiPlaCis on pages 14 and 101 of the information statement/prospectus. The Company has also updated the financing deadline to December
31, 2021, pursuant to the third amendment to the agreement with Smerud.
Research and Development Expenses, page 226
2. We note your response to comment 10. It is not clear based on your response specifically what the
patent costs represent that are included in research and development and correspondingly how inclusion of these costs is appropriate under
ASC 730-10. Please further advise by telling us who the payments were made to and for what specific purpose. If true, revise your disclosure
to state that the patent expenses do not relate to legal costs.
The Company confirms that patent costs as a component of research and
development expenses only include payments made, directly or indirectly through licensors, for governmental patent office filings, maintenance
and/or renewal fees and excludes any payments for legal services which are accounted for as general and administrative expenses. The Company
has added disclosure at pages 225-226 of the information statement/prospectus to that effect.
Securities and Exchange Commission
November 2, 2021
Page 3
Please contact me at (213)
358-6174 or my partner Daniel B. Eng at (415) 262-8508 with any questions or furthercomments regarding the Company’s responses
to the Staff’s comments. The Company would appreciate clearing the Staff’s comments as soon as possible in order to convene
its shareholder meeting in time to complete the transactions before December 31, 2021.
Very truly yours,
LEWIS BRISBOIS BISGAARD & SMITH llp
/s/ Scott E. Bartel
Scott E. Bartel
Partner
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
2021-11-01 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
November 1, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 20, 2021
File No. 333-258968
Dear Mr. Carchedi:
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 14, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Business
License Agreement with Eisai for Stenoparib, page 183
1.We note that you have filed the second amendment to the exclusive license agreement you
have with Eisai as Exhibit 10.12 as well as the third amendment to the exclusive license
agreement you have with Smerud as Exhibit 10.13. Please revise your summary disclosure
of your agreements with Eisai and Smerud, respectively, to clearly reference these
amendments. Include in your revisions disclosure of the extension payment under your
agreement with Eisai and the trigger therefor, as set forth in Section 7.6 of the amended
agreement. We note your table on page 146 comparing stenoparib to approved drugs
marketed by third parties and another product candidate in development by a third party.
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
November 1, 2021 Page 2
FirstName LastName
Steve R. Carchedi
Allarity Therapeutics, Inc.
November 1, 2021
Page 2
Given the stage of development for stenoparib, such comparison is premature and
speculative. Accordingly, please remove this comparison.
Additionally, we note your disclosure on page 103 that the initiation by Smerud of the
next Phase 2 clinical trial for LiPlaCis is anticipated by early 2022 and that the license
agreement with Smerud may be terminated if Smerud does not obtain outside financing
for the program by October, 2021. Please shorten the arrow corresponding to this program
in your pipeline table on page 14 so that it reflects that your development partner has not
completed Phase 2 development.
Research and Development Expenses, page 226
2.We note your response to comment 10. It is not clear based on your response specifically
what the patent costs represent that are included in research and development and
correspondingly how inclusion of these costs is appropriate under ASC 730-10. Please
further advise by telling us who the payments were made to and for what specific purpose.
If true, revise your disclosure to state that the patent expenses do not relate to legal costs.
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at (202) 551-4511 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott E. Bartel, Esq.
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,
2021-10-28 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805)
United States securities and exchange commission logo
October 28, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 15, 2021
File No. 333-259179
Dear Mr. Klamkin:
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 24, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Cover Page, page i
1.We note your revisions in response to prior comment 1. Please revise your disclosure to
state that the selling shareholders must offer and sell their shares for a fixed price for the
duration of the offering. This includes the cover page, the offering section, determination
of offering price section and plan of distribution. Clearly state in each section that the
selling shareholders must sell at a fixed price for the duration of the offering.
Description of Securities
Section 203 of the DGCL, page 61
2.We note your response to comment 16. Please add disclosure describing Sections 2 and 3
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
October 28, 2021 Page 2
FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
October 28, 2021
Page 2
of Article XII of your charter.
Selling Shareholders, page 62
3.We note your response to comment 17. The beneficial ownership table on page 56 states
that Steven DenBaars beneficially owns 276,755 shares of common stock. The selling
stockholders table on page 62 states that he beneficially owns 376,755 shares of common
stock. Please revise or clarify.
Lock-Up Agreements, page 71
4.Please disclose your response to comment 18.
Exhibits , page II-6
5.We note your response to prior comment 25. Because it appears you are attempting to
register the resale of shares of common stock, the legal opinion should not require
the registration statement become effective or the sale of the securities in order for the
securities to be validly issued, fully paid and non-assessable. Accordingly, please revise
the legal opinion to (i) state that the shares of common stock are validly issued, fully paid
and non-assessable and (ii) state that the shares of common stock underlying the warrants,
once exercised, will be validly issued, fully paid and non-assessable.
You may contact Ernest Greene at 202-551-3733 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Louis Taubman
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
2021-10-18 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
Scott E. Bartel
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
October 18, 2021
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Allarity Therapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 20, 2021
File No. 333-258968
Ladies and Gentleman:
On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated October 14, 2021, (the “Comment Letter”)
with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 29, 2021
(the “Registration Statement”).
For the Staff’s convenience, the numbering
of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized
type, followed by the Company’s response.
ARIZONA • CALIFORNIA • COLORADO • CONNECTICUT • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY
LOUISIANA • MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW
JERSEY • NEW MEXICO • NEW YORK NORTH
CAROLINA • OHIO • OREGON • PENNSYLVANIA • RHODE
ISLAND • TEXAS • UTAH • VIRGINIA • WASHINGTON • WEST
VIRGINIA
Securities and Exchange Commission
October 18, 2021
Page 2
Amendment No. 1 to Registration Statement on
Form
S-4 Summary of Information
Statement/Prospectus
The pursuit of clinical stage assets, page 13
1. We note your response to prior comment 8. You continue
to state that you “strive to identify and pursue novel oncology therapeutic candidates that have advanced beyond Phase 1 clinical
trials that demonstrated the candidate is well tolerated by the tested patient population, and are preferably Phase 2 or Phase 3 clinical
stage, having previously shown signs of anti-cancer activity in patients.” You may explain your strategy but may not imply that
any of your product candidates have been demonstrated to be effective. Please revise your disclosure accordingly. Please revise similar
disclosure throughout your registration statement that presents your conclusions regarding efficacy, e.g., your statement on page 116
that “dovitinib has shown promising anti-tumor activity…”
The Company has revised
its disclosure at pages 13, 99-100, and 116 and throughout the information statement/prospectus in order to remove any implication
that the Company’s therapeutic candidates have been demonstrated to be effective. We have also added specific disclosure at
pages 112, 134, 147, 154 and 164 to specifically clarify that no implication should be drawn from the clinical observations relating
to anti-cancer or anti-tumor activity that the Company has resolved all issues of safety and/or efficacy for any of our therapeutic
candidates or DRP® companion diagnostic and that issues of safety and efficacy for any therapeutic candidate
companion diagnostic may only be determined by the U.S. FDA or other applicable regulatory authorities in jurisdictions outside the
United States. The remaining references to anti-cancer activity or anti-tumor activity are limited to describing clinical data in a
therapeutic candidate’s clinical trial or other study.
Our Pipeline of Therapeutic Candidates,
page 14
2. We note your response to our prior comment 10 and reissue the comment in part. Please revise the column heading “Phase 1/2”
to reflect “Phase 1.”
The Company has revised its Pipeline chart to change
“Phase 1/2” to “Phase 1” as requested on pages 14 and 101 of the information statement/prospectus.
Risk Factors
General Risk Factors Related to Owning our Common
Stock and this Offering, page 74
3. We note your response to our prior comment 14 and reissue the comment. Please revise this section to relocate any generic risk
factors you present to the end of the section under the caption “General Risk Factors.” For example, but without limitation,
risks related to business interruptions or to your internal computer systems could apply to nearly any issuer in your industry and even
in other industries. Refer to Item 105(a) of Regulation S- K.
The Company has reorganized
its Risk Factors and has moved the risk factors cited by the staff together with several others to a separate section at the end of the
Risk Factors section entitled General Risk Factors starting on page 76 of the information statement/prospectus.
Our Certificate of Incorporation designates the Court
of Chancery of the State of Delaware, page 80
4. We note your response to our prior comment 15 and reissue the comment in part. Your current bylaws, filed as exhibit 3.2, state
on page 26 that the exclusive forum provision does not apply to actions arising under the Securities Act of 1933, but is silent as to
whether it applies to actions arising under the Exchange Act. If this provision does not apply to actions arising under the Exchange Act,
please also ensure that the exclusive forum provision in the governing document states this clearly.
The Company has filed its
Amended and Restated Bylaws as Exhibit 3.4 to the Registration Statement which now states that the exclusive forum provision does not
apply to causes of action arising under the Exchange Act or any other statute where the United States District Courts have exclusive jurisdiction.
The Company has added disclosure a page 254 of the information statement/prospectus to that effect.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
October 18, 2021
Page 3
Material U.S. Federal Income Tax Consequences of the
Recapitalization Share Exchange as a Tax-Free Reorganization, page 87
5. We note your response to prior comment 16. Please revise Exhibit 8.1 to state clearly that the disclosure in the tax consequences
section is the opinion of counsel. It is not sufficient to opine on the manner in which the material tax consequences are described in
the prospectus. Refer to Sections III.B. 2 and C.2 of Staff Legal Bulletin No. 19.
Our tax opinion has been modified to state that
the disclosures in the Registration Statement at the cited sections are our opinion and it has been refiled as Exhibit 8.1.
Allarity’s Business
Priority Therapeutic Programs, page 112
6. We note your response to our prior comment 20 and we reissue our comment. For each of your priority assets that are former drug
candidates of large pharmaceutical companies, please include in your description of the pre-clinical and clinical trials for those candidates
a discussion of any failures in past clinical studies and why those studies may have been stopped or abandoned. For example, please revise
the descriptions of prior clinical studies related to dovitinib, specifically for A2107 and A2302 on pages 116 and 117, that do not appear
to include a clear indication of why these studies were abandoned by Novartis. Similarly, please revise your disclosure on page 135 with
respect to prior clinical trials of stenoparib that currently states that “[f]urther clinical evaluation was stopped, as it was decided
to stop the clinical development” to clarify why any prior clinical trials had failed and why the clinical evaluation was abandoned.
The Company has added disclosure
at pages 117, that includes a discussion of any failures in past clinical trials in each of the Company’s priority therapeutic candidates
to the extent such candidate had prior clinical trial failures and, to the extent knows to the Company, why the development of the candidate
was stopped or abandoned. The Company respectfully advises the Staff that clinical trial A2017 was not a failure but additional disclosures
have been added to the discussion of clinical trial A2302. Similar disclosure has been provided on page 135 and 139 of the information
statement/prospectus with respect to the prior clinical trials for stenoparib and on page 149 with respect to IXEMPRA. The Company further
respectfully advises the Staff that none of the large pharmaceutical companies that have licensed a priority candidate to the Company
has given their reasons for not pursuing additional clinical trials on each of these candidates during the negotiation of the licenses
or afterwards. To the Company’s knowledge, each licensor has provide all of the clinical data on each candidate which the Company
has described in the relevant sections of the information statement/prospectus.
Intellectual Property, page 179
7. We note your response to our prior comment 23 and reissue the comment in part. Please revise this section to segregate patents
that are owned and patents that are in-licensed. Additionally, please add disclosure for patents related to LiPlaCis and 2X-111, as you
have done for your other material assets. Please also disclose the specific key foreign jurisdictions in which you are pursing patent
applications for your ixabepilone patent portfolio.
The Company has segregated
patents that are in-licensed and patents that are owned on pageS 179-181 of the information statement/prospectus. The Company has also
added disclosures relating to LiPlacCis and 2X-111 and disclosed in each patent family the key foreign jurisdictions in which the Company
has or is pursuing patent protection.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
October 18, 2021
Page 4
License Agreement with Novartis Pharma for Dovitinib,
page 180
8. We note your response to prior comment 25 and we reissue in part. We note your references to a “very low double digit percentage,”
“slightly higher double digit percentage” and “slightly lower mid-level double digit percentage.” Please revise
this section to disclose the applicable royalty rate or range not to exceed ten percentage points per tier. Please make similar revisions
to the description of your royalty obligations under your license agreement with Eisai and under your development, option and license
agreement with R-Pharm.
The Company has revised its
disclosures describing the royalty rates for each agreement using a range that does not exceed ten percentage points per tier on pages
182-187 of the information statement/prospectus.
Please also add disclosure in the Summary and under an
appropriate heading in the Risk Factors section discussing the extent to which you in-license the intellectual property related to assets
dovitinib and stenoparib.
The Company has added disclosure
in the Summary at page 13 of the information statement/prospectus and in the Risk Factors at page 33 of the information statement/prospectus
disclosing the extent the Company has in-licensed the intellectual property relating to dovitinib and stenoparib.
9. Please expand your disclosure to describe all material terms of your license agreements with LiPlasome and 2-BBB Medicines BV,
which are filed as exhibits 10.3 and 10.4, including:
● description and quantification of the benefits and obligations
under the agreement,
● quantification of all payments made to date,
● disclosure of the aggregate amount of all potential development,
regulatory and commercial milestone payments,
● quantification of the royalty rate, or a range no greater
than 10 percentage points per tier, and
● term and termination provisions.
The Company has added disclosure
describing the material terms of the Company’s license agreements with 2-BBB Medicines BV and LiPlasome Pharma ApS at pages 186-188
of the information statement/prospectus.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
October 18, 2021
Page 5
Research and Development Expenses, page 222
10. Please tell us how patent costs meet the definition of research and development expenses in ASC 730-10 as these costs appear to
be the same or similar to activities described in ASC 730-10-55-2i, which are not generally considered research and development.
The Company acknowledge
the Staff’s comment and note that ASC 730-10-55-2i excludes from research and development all costs associated with “Legal
work in connection with patent applications or litigation, and the sale of licensing of patents”.
The patent costs
disclosed as part of research and development expenses solely relate to payments made for the Company’s patents and on behalf
of the licensor to maintain the patents in good standing. They do not relate to legal work. The Company believes these payments meet
the definition of research and development expenses in accordance with ASC 730-ASC-10-25-2c “the costs of intangibles that
are purchased from others for a particular research and development project and that have no alternative future uses (in other
research and development projects or otherwise) and therefore no separate economic values are research and development costs at the
time the costs are incurred” since these patents have no alternative future use.
Item 21. Exhibits and Financial Statement Schedules,
page II-2
11. We note that the exhibits for your first and second amendments to your license agreement with Eisai appear to be switched such
that the file corresponding to exhibit 10.11 is the second amendment rather than the first amendment as listed here. Please refile these
exhibits to correspond with the exhibit numbers provided in the list of exhibits.
The Company has refiled Exhibits 10.11 and10.12
to correctly identify the first and second amendments to the Eisai agreements with the exhibit table.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
October 18, 2021
Page 6
Please contact me at (213) 358-6174 or my partner
Daniel B. Eng at (415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.
Very truly yours,
LEWIS BRISBOIS BISGAARD & SMITH llp
/s/
Scott E. Bartel
Scott E. Bartel
Partner
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
2021-10-15 - CORRESP - Aeluma, Inc. (ALMU) (CIK 0001828805)
CORRESP
1
filename1.htm
Aeluma, Inc.
October 15, 2021
Via Edgar
Mr. Ernest Greene
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Aeluma, Inc.
Registration Statement on Form S-1
Filed August 30, 2021
File No. 333-259179
Dear Mr. Greene:
This letter is in response to the letter dated
September 24, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Aeluma, Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form S-1 (“Amended
Registration Statement”) is being filed to accompany this letter.
Registration Statement on Form S-1 filed
August 30, 2021
Prospectus Cover Page, page i
1. Please note that shareholders who receive
shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and
Form 10 information has been available for 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed
to be underwriters whose sales are designed to create a market in the company’s securities.
Accordingly, please revise the prospectus as
follows:
● Please revise your disclosure to state that the selling shareholders
must offer and sell their shares for a fixed price for the duration of the offering and disclose the fixed price at which the selling
shareholders will offer their shares. In this regard, please revise throughout the prospectus to remove any and all indications that
selling shareholders have the ability to sell their shares at market prices.
● Please revise your disclosure to identify your selling shareholders
as underwriters throughout the prospectus, including the prospectus cover page.
We updated the Amended Registration Statement
as per your comment.
2. The company’s Amended and Restated Certificate
of Incorporation states that its common stock has a par value of $0.0001. Please revise where you state that the Company’s common stock
has no par value.
The Amended Registration Statement is revised
as per your comment.
Table of Contents, page i
1
3. If not applicable, remove the reference
to your “Underwriter” in the penultimate paragraph of text on this page.
The Amended Registration Statement is revised
as per your comment.
Prospectus Summary, page 4
4. If not applicable to your business, remove
references to “drug candidates” and “pharmaceutical products” throughout the prospectus.
The Amended Registration Statement is revised
as per your comment
Our officers and directors own a significant
percentage of our outstanding voting securities...,
page 21
5. We note the statement that your officers
and directors own approximately 33.51% of your outstanding voting securities and as a result “can elect a majority of our Board and
authorize or prevent proposed significant corporate transactions without the votes of any other stockholders...and have the ability to
prevent any transaction that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such
transaction is in our best interests.” Your Amended and Restated Bylaws state that (i) in all matters other than the election of
directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and (ii) directors will be elected by a plurality of the voting power of the shares present
in person or represented by proxy at the meeting and entitled to vote on the election of directors. Please revise or clarify how your
organizational documents allow your officers and directors to control the company.
After reviewing your comment, we revised the disclosure
in the Amended Registration Statement to reflect the policies set forth in our Amended and Restated Bylaws. Accordingly, the risk factor
noted in your comment and the section titled “Voting,” within the Description of Securities section have been revised as follow:
Our officers and directors own a significant
percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.
Collectively, our officers
and directors own an aggregate of 3,530,745 shares of our common stock, or approximately 33.51% of our outstanding voting securities.
As a result, currently, and after this offering, may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major
corporate transactions they will possess significant influence and can elect a majority of our Board and authorize or
prevent proposed significant corporate transactions without the votes of any other stockholders. They are expected to have significant
influence over a decision to enter into any corporate transaction and have the ability to prevent any transaction that requires
the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction is in our best interests.
Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination,
which could, in turn, have an adverse effect on the market price of our Common Stock or prevent our shareholders from realizing a premium
over the then-prevailing market price for their Common Stock. In addition, our board of directors is and will be divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. As
a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election
and our officers and directors, because of their ownership position, will have considerable influence regarding the outcome.
2
Voting Rights
Holders of our common stock are entitled to one
vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting
for the election of directors in our restated certificate of incorporation. Except as otherwise required by law, the restated and
amended certificate of incorporation, the restated and amended bylaws or the rules of any applicable stock exchange, in all matters other
than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented
by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by
law, the amended and restated certificate of incorporation or the amended and restated bylaws, directors shall be elected by a plurality
of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly,
holders of a majority of the shares of our common stock will be able to elect all of our directors even if a director
receives 1% of the votes cast, he or she will be elected assuming there is no opposition candidate; where there is an opposition candidate,
the candidate receiving the most votes wins, without regard to whether those votes constitute a majority of the votes at the meeting.
Our restated bylaws establish a classified board of directors, to be divided into three classes with staggered three-year terms. Only
one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder
of their respective three-year terms.
Because our management will have broad
discretion over the use of the net proceeds from the Offering..., page 23
6. Please revise this risk factor to clarify
that the company will only receive proceeds for any warrants exercised for cash.
The risk factor cited is updated in the Amended
Registration Statement as set forth below, pursuant to your comment:
Because our management will have broad discretion
over the use of the net proceeds from the Offering, you may not agree with how we use them and the proceeds may not be invested successfully.
We intend to use the net proceeds from the Offering,
as well as any cash exercises of the Placement Agent Warrants, if any for working capital and general corporate purposes,
and therefore, our management will have broad discretion as to the use of the Offering proceeds. Accordingly, you will be relying on the
judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that
does not yield a favorable, or any, return for our company.
Our certificate of incorporation requires,
to the fullest extent permitted by law, that derivative actions..., page 24
7. We note the forum selection provisions
in Article IX of your Amended and Restated Bylaws. Please revise the risk factor to clarify that the forum selection provisions are in
your bylaws, not your certificate of incorporation.
The Amended Registration Statement is revised
as per your comment.
Determination of Offering Price, page 30
3
8. Please revise to provide the disclosure
required by Item 505(a) of Regulation S-K.
Pursuant to your comment, we revised the section
at issue as set forth below.
The selling stockholders may sell these
shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing
market price, or at negotiated prices. We will not receive any proceeds from the sale of shares by the selling stockholders.
The selling stockholders may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $2.00 per
share until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwise develops.
At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing
market prices or at privately negotiated prices. The fixed price of $2.00 at which the selling stockholders may sell their shares pursuant
to this prospectus was determined based upon the purchase price per share of our common stock sold in the Offering. We have included a
fixed price at which selling stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market
for our stock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, this
registration statement must include a price at which the shares may be sold. Except to the extent that we are involved in an underwritten
secondary offering of common stock, if any, by the selling stockholders, all shares being offered pursuant to this prospectus will be
sold by the selling stockholders without our involvement.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations Plan of Operations, page 32
9. Please provide additional detail regarding
your plan of operations, including the anticipated time frame for beginning and completing each milestone, the estimated expenses associated
with each milestone and the expected sources of funding. Also describe in more detail the specific steps you intend to take. For example,
what do you mean by “preparing the facility for equipment installation?” How will you procure equipment and bring it online
and who will perform those actions?
The plan of operation is updated in the Amended
Registration Statement as set forth below, pursuant to your comments:
During the next twelve months, we expect to take
the following steps in connection with the further development of our business and the implementation of our plan of operations. We are
currently preparing the facility for equipment installation, which includes the performance of minor HVAC (heating, ventilating,
and air conditioning) modifications in our cleanroom manufacturing area, electrical work in order to provide proper power to equipment,
and the repositioning of some nonstructural walls to customize the space layout for equipment. Soon thereafter, equipment
will be installed and then brought online, meaning power will be supplied to the equipment and various connections will be made including
gas supply lines, exhaust, and other connections. Equipment installation will be performed by Company employees, and, in some cases,
together with field service engineers from the equipment manufacturers or with consultants. Some equipment was procured previously, and
other equipment is being procured through purchase orders with equipment manufactures. The primary sources of funding for equipment procurement
and installation are the seed funding raised prior to Company becoming a public company and the funding raised from our alternative public
offering. When fully installed, the equipment will be checked through various test operations to verify that the systems are
performing to requirements and we will begin to perform development runs to realize epitaxial wafers, which is the combination of the
compound semiconductor materials grown on the silicon wafer. Thereafter, we plan to finalize the purchase agreements for
epitaxial wafers with potential two customers with whom we currently have support letters, as mentioned
elsewhere in this document, and then we will work to deliver on such orders, which would be our first. We will also
be performing internal research and development on materials and devices for our planned photodetector array products. As part of this
effort, we will be engaging foundries to develop a path toward building engineering samples and future production. In parallel, we will
continue to develop our manufacturing and product development strategy by further engaging customers and strategic partners.
Business, page 38
4
10. Please revise to clarify the material terms
of the non-binding support letters and nonbinding supply chain agreement, including the respective rights and obligations of each party.
The description is updated in the Amended Registration
Statement as set forth below, pursuant to your comments:
Aeluma currently has two potential customers that
have provided non-binding support letters. Pursuant to the non-binding support letters, these potential customers, who are manufacturers
or research and development centers, wish to procure materials from us once our facility is operating and we are able to produce those
materials. Aeluma bought a key piece of manufacturing equipment, a MOCVD tool, from one of the potential customers pursuant
to an Agreement for Sale of Equipment between the Company and the potential customer/seller (the “Sale Agreement”). Pursuant
to the Sale Agreement, the customer will buy materials from us once we have installed and qualified the equipment. The Sale Agreement
further provides that the parties shall enter into a subcontract, on mutually acceptable terms, to develop growth processes and provide
epitaxial wafers as a service to the potential customer/seller.
Management, page 42
11. Please clarify whether Mr. Klamkin is currently
working full-time for the company. Provide risk factor disclosure if Mr. Klamkin’s other current positions may conflict with his position
at the company. Refer to Item 401(e) of Regulation S-K.
Mr. Klamkin has been
the CEO and Director of Biond Photonics, Inc. since February 28, 2019; he became the CEO and Chairman of the registrant pursuant to the
Merger. Mr. Klamkin is
2021-10-14 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
October 14, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 29, 2021
File No. 333-259484
Dear Mr. Carchedi:
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 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of Information Statement/Prospectus
The pursuit of clinical stage assets, page 13
1.We note your response to prior comment 8. You continue to state that you “strive to
identify and pursue novel oncology therapeutic candidates that have advanced beyond
Phase 1 clinical trials that demonstrated the candidate is well tolerated by the tested
patient population, and are preferably Phase 2 or Phase 3 clinical stage, having previously
shown signs of anti-cancer activity in patients.” You may explain your strategy but may
not imply that any of your product candidates have been demonstrated to be effective.
Please revise your disclosure accordingly. Please revise similar disclosure throughout your
registration statement that presents your conclusions regarding efficacy, e.g., your
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
October 14, 2021 Page 2
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 2
statement on page 116 that “dovitinib has shown promising anti-tumor activity…”
Our Pipeline of Therapeutic Candidates, page 14
2.We note your response to our prior comment 10 and reissue the comment in part. Please
revise the column heading "Phase 1/2" to reflect "Phase 1."
Risk Factors
General Risk Factors Related to Owning our Common Stock and this Offering, page 74
3.We note your response to our prior comment 14 and reissue the comment. Please revise
this section to relocate any generic risk factors you present to the end of the section under
the caption "General Risk Factors." For example, but without limitation, risks related to
business interruptions or to your internal computer systems could apply to nearly any
issuer in your industry and even in other industries. Refer to Item 105(a) of Regulation S-
K.
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware, page
80
4.We note your response to our prior comment 15 and reissue the comment in part. Your
current bylaws, filed as exhibit 3.2, state on page 26 that the exclusive forum provision
does not apply to actions arising under the Securities Act of 1933, but is silent as to
whether it applies to actions arising under the Exchange Act. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing document states this clearly.
Material U.S. Federal Income Tax Consequences of the Recapitalization Share Exchange as a
Tax-Free Reorganization, page 87
5.We note your response to prior comment 16. Please revise Exhibit 8.1 to state clearly that
the disclosure in the tax consequences section is the opinion of counsel. It is not sufficient
to opine on the manner in which the material tax consequences are described in the
prospectus. Refer to Sections III.B. 2 and C.2 of Staff Legal Bulletin No. 19.
Allarity's Business
Priority Therapeutic Programs, page 112
6.We note your response to our prior comment 20 and we reissue our comment. For each of
your priority assets that are former drug candidates of large pharmaceutical companies,
please include in your description of the pre-clinical and clinical trials for those candidates
a discussion of any failures in past clinical studies and why those studies may have been
stopped or abandoned. For example, please revise the descriptions of prior clinical studies
related to dovitinib, specifically for A2107 and A2302 on pages 116 and 117, that do not
appear to include a clear indication of why these studies were abandoned by Novartis.
Similarly, please revise your disclosure on page 135 with respect to prior clinical trials of
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
October 14, 2021 Page 3
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 3
stenoparib that currently states that "[f]urther clinical evaluation was stopped, as it was
decided to stop the clinical development" to clarify why any prior clinical trials had failed
and why the clinical evaluation was abandoned.
Intellectual Property, page 179
7.We note your response to our prior comment 23 and reissue the comment in part. Please
revise this section to segregate patents that are owned and patents that are in-licensed.
Additionally, please add disclosure for patents related to LiPlaCis and 2X-111, as you
have done for your other material assets. Please also disclose the specific key foreign
jurisdictions in which you are pursing patent applications for your ixabepilone patent
portfolio.
License Agreement with Novartis Pharma for Dovitinib, page 180
8.We note your response to prior comment 25 and we reissue in part. We note your
references to a “very low double digit percentage,” “slightly higher double digit
percentage” and “slightly lower mid-level double digit percentage.” Please revise this
section to disclose the applicable royalty rate or range not to exceed ten percentage points
per tier. Please make similar revisions to the description of your royalty obligations under
your license agreement with Eisai and under your development, option and license
agreement with R-Pharm.
Please also add disclosure in the Summary and under an appropriate heading in the Risk
Factors section discussing the extent to which you in-license the intellectual property
related to assets dovitinib and stenoparib.
9.Please expand your disclosure to describe all material terms of your license agreements
with LiPlasome and 2-BBB Medicines BV, which are filed as exhibits 10.3 and 10.4,
including:
•description and quantification of the benefits and obligations under the agreement,
•quantification of all payments made to date,
•disclosure of the aggregate amount of all potential development, regulatory and
commercial milestone payments,
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier, and
•term and termination provisions.
Research and Development Expenses, page 222
10.Please tell us how patent costs meet the definition of research and development expenses
in ASC 730-10 as these costs appear to be the same or similar to activities described
in ASC 730-10-55-2i, which are not generally considered research and development.
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
October 14, 2021 Page 4
FirstName LastName
Steve R. Carchedi
Allarity Therapeutics, Inc.
October 14, 2021
Page 4
Item 21. Exhibits and Financial Statement Schedules, page II-2
11.We note that the exhibits for your first and second amendments to your license agreement
with Eisai appear to be switched such that the file corresponding to exhibit 10.11 is the
second amendment rather than the first amendment as listed here. Please refile these
exhibits to correspond with the exhibit numbers provided in the list of exhibits.
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Jessica Ansart at (202) 551-4511 or Christine Westbrook at (202) 551-
5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott E. Bartel, Esq.
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
2021-10-12 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
filename1.htm
Scott E. Bartel
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
October 12, 2021
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Allarity Therapeutics, Inc.
Amendment No. 1 to Registration Statement
on Form S-1
Filed September 13, 2021
File No. 333-259484
Ladies and Gentleman:
On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by telephone on October 4, 2021, (the “Staff Comment”)
with respect to the Company’s Registration Statement on Form S-1 filed with the Commission on September 13, 2021 (the “Registration
Statement”).
During our call on October 4, 2021, the Staff issued
a comment requesting the Company to conform the disclosures in the Registration Statement with the disclosures in response to the Staff’s
Comments on the Company’s Form S-4 filed on August 20, 2021, SEC File No. 333-258968, and amended on September 29, 2021, to the
extent applicable.
In Amendment No. 1 to the Registration Statement
filed herewith, the Company has revised its disclosures in the Registration Statement in the Prospectus Summary at pages 3-6, 8; Risk
Factors on pages 15-16, 41, 56, 61, 63-64; Special Note Regarding Forward-Looking Statements on page 66; Selected Historical Financial
Information on page 72, Comparative Per Share Data on page 73, Management’s Discussion and Analysis of Financial Condition and Results
of Operations on pages 77-78; Business on pages 84-87, 90-91, 94-95, 97, 99-106, 111-1114, 116-118, 163-164, 169; Description of Our Capital
Stock on page 213. The Financial Statements have also been modified to conform to all of the Staff’s previous comments issued on
the Company’s Form S-4.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK NORTH CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WEST VIRGINIA
Securities and Exchange Commission
October 12, 2021
Page 2
Please contact me at (213) 358-6174 or my partner
Daniel B. Eng at (415) 262-8508 with any questions or further comments regarding the Company’s responses to the Staff’s comments.
Very truly yours,
LEWIS BRISBOIS BISGAARD & SMITH llp
/s/ Scott E. Bartel
Scott E. Bartel
Partner
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
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
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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
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
2021-09-29 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
1
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Scott E. Bartel
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
September 29, 2021
Ms. Nudrat Salik
Ms. Vanessa Robertson
Ms. Jessica Ansart
Ms. Christine Westbrook
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Allarity Therapeutics, Inc.
Amendment No. 1 to Registration Statement
on Form S-4
Filed August 20, 2021
File No. 333-258968
Ladies and Gentleman:
On behalf of our client, Allarity Therapeutics,
Inc. (the “Company”), we are submitting this letter in response to comments received from the staff (the “Staff”)
of Securities and Exchange Commission’s (“SEC’s”) by letter dated September 20, 2021, (the “Comment Letter”)
with respect to the Company’s Registration Statement on Form S-4 filed with the Commission on August 20, 2021 (the “Registration
Statement”).
For the Staff’s convenience, the numbering of the paragraphs
below corresponds to the numbering of the comments in the Comment Letter, the text of which we have restated in italicized type, followed
by the Company’s response. In addition to responding to the Staff’s comments, the Company has updated its disclosure to reflect
the fact that all outstanding investor warrants to subscribe for the ordinary shares of Allarity A/S have either been exercised or have
expired except for the Financial Consultant Warrant which will not be assumed and compensatory warrants held by officers, directors and
employees of Allarity A/S that will be converted into stock options to acquire Allarity Delaware common stock as disclosed in the information
statement/prospectus and other updated information.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSOURI ● NEVADA ● NEW
JERSEY ● NEW MEXICO ● NEW
YORK NORTH CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE
ISLAND ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WEST
VIRGINIA
Securities and Exchange Commission
September 29, 2021
Page 2
Registration Statement on Form S-4 filed August 20, 2021
Cautionary Note Regarding Forward-Looking Statements; Market,
Ranking and Other Industry Data, page 3
1. We note your statement here that “investors are cautioned not to unduly rely upon [your] statements” reflecting your
beliefs and opinions on the relevant subject that are based on information available to you as of the date of the information statement.
We also note your disclosure in a risk factor on page 62 that while you believe you have obtained statistical data, market data and other
industry data and forecasts used throughout the information statement from market research, publicly available information and industry
publications believed to be reliable, no third-party has verified such research. These statements appear to imply a disclaimer of responsibility
for this information in the prospectus. Please either delete these statements or specifically state that you are liable for the information
related to the market and industry data.
The Company has modified the disclosure in the Cautionary Note Regarding
Forward Looking Statements and the Risk Factor on page 64 to remove the implication that the Company is disclaiming responsibility for
disclosing the information derived from third parties.
Summary of Information Statement/Prospectus, page 12
2. The disclosure in the summary should be a balanced presentation of your business. Please balance the description of your strengths
with equally prominent disclosure of the challenges you face and the risks and limitations that could harm your business or inhibit your
strategic plans. For example, but without limitation, balance your discussion of your plans for the clinical development of your product
candidates along with your companion DRP diagnostics with a discussion of the failures of those product candidates in previous clinical
trials and the challenges you may face in obtaining regulatory approval to market a companion diagnostic.
The Company has substantially revised the disclosures describing its
business, strategy, and development of its therapeutic candidates and putative DRP companion diagnostics to reflect a more balanced presentation
on pages 12-15, and 99-112 of the information statement prospectus.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
September 29, 2021
Page 3
3. We note that on pages 26 and 218 you state there is an indication that substantial doubt exists related to your ability to continue
as a going concern. Please expand your disclosure in the Summary to include this information and disclose your history of net losses and
provide your accumulated deficit as of the most recent balance sheet date.
The Company has included disclosure of its history of losses
and accumulated deficit in the Summary on page 14-15 of the information statement/prospectus.
4. You state on page 12 and elsewhere throughout the prospectus that you are “pursu[ing] oncology therapeutic candidates that
have been “de-risked” through substantiated prior clinical trials by other pharmaceutical companies.” However, in a
risk factor on page 34, you state that these candidates have failed therapeutic clinical trial endpoints in Phase 2 or later clinical
trials and that “[p]otential out-licensees, alliance partners and collaborators may view a therapeutic candidate identified with
our proprietary DRP companion diagnostics platform with more skepticism because of its history of failed clinical trials [...].”
Given the uncertainty of developing product candidates through clinical trials and commercialization, it is inappropriate to state or
imply that you have mitigated or will mitigate development risk. Accordingly, please remove the references to your product candidates
as “de-risked” throughout your registration statement.
The Company has removed references to its therapeutic candidates
as “de-risked” throughout the information statement/prospectus.
5. We note your disclosure that you believe you “will be able to realize the promise of personalized medicine by selecting the
patients most likely to benefit from each of our therapeutic candidates, thereby increasing the likelihood of clinical success.”
Please revise disclosure here and elsewhere in the prospectus as appropriate to remove references to “realizing the promise of personalized
medicine” and to “increasing the likelihood of clinical success” as these statements are speculative in light of the
regulatory status of the product candidates you are currently pursuing. As an example only, we note your disclosure on page 14 that your
DRP may substantially improve the overall treatment response in your clinical trials and increase the likelihood for regulatory approval
to market your therapeutic candidates while potentially reducing the time, cost and risk of clinical development.
The Company has revised its disclosures on page 12 and throughout the
information statement/prospectus to remove statements implying that it “will realize the promise of personalized medicine”
and has refined its statement of belief that its DRP platform will increase the likelihood for regulatory approval by defining a patient
population in its clinical trials as more likely to respond to its therapeutic candidates. The Company respectfully believes that these
statements of belief, as revised, are not speculative and are supported by its observational retrospective studies as further disclosed
on page 14 of the information statement prospectus.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
September 29, 2021
Page 4
6. We note your statement here that “[you] may additionally conduct a near-term clinical trial for stenoparib to test the anti-viral
activity of this therapeutic candidate as a potential treatment for SARS-CoV-2 (COVID-19) applications.” We also not your statement
on page 14 that you believe that your DRP-guided clinical programs “may potentially be considered for the FDA’s accelerated
approval process.” Please revise your disclosure on page 12 as well as similar disclosure on page 102 to clarify that while you
have submitted a phase 2/3 protocol through the BARDA portal to be an arm in the NIH clinical trials, you have not yet submitted an IND
to the FDA and there is no guarantee that you will become a participant in the NIH clinical trials or that the FDA will grant you an IND
to commence a clinical trial to test the anti-viral activity of stenoparib as a potential treatment for COVID-19 applications. Please
also revise your disclosure on page 14 to clarify that you have not submitted an application for the FDA’s accelerated approval
process and that there is no guarantee that the FDA will grant you approval. Please also revise to affirmatively state that the FDA’s
accelerated approval pathways do not guarantee an accelerated review by the FDA.
The Company has revised its disclosures on pages 12 and
99 to reflect that the Company has not yet submitted an IND for stenoparib for this indication and has removed disclosure of seeking accelerated
approval pathways on pages 14 and 101 of the information statement/prospectus.
7. We note your statement on page 13 and throughout the prospectus that the DRP platform has been “retrospectively validated
in 35 clinical trials.” Please revise your disclosure here to explain what you mean by “retrospectively validated” and
also to clarify that you have not yet received approval from the FDA or other regulatory agency to market a companion diagnostic and you
will need this approval in order to market any of your therapeutic candidates. Please also explain whether you expect to be able to rely
on your “retrospective” analyses in support of your application for pre-market approval of your companion diagnostics.
The Company has included additional disclosure explaining the process
undertaken to have its DRP platform “retrospectively validated” on pages 12 and 99 of the information statement/prospectus
and further disclosure that an additional Phase III clinical trial is likely required to support any PMA application for a companion diagnostic
on page 110 of the information statement/prospectus.
8. We note your statement that your product candidates have shown “promising signs of anti-tumor activity.” Please revise
this disclosure and similar references to “encouraging signs of anti-cancer effects” and “encouraging anti-tumor activity”
throughout your prospectus that imply that your product candidates are effective as such determinations are made solely by the FDA and
comparable foreign regulators.
The Company has included additional disclosure on pages
12 and 99 of the information statement/prospectus to indicate that references to anti-cancer or anti-tumor activity or are well tolerated
by patient populations should not be construed to imply that the Company’s therapeutic candidates are “safe” or “effective”
and that only the FDA or similar regulatory agency can make such a determination.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
September 29, 2021
Page 5
9. We note your press release dated June 14, 2021 announcing that you entered into binding terms sheets for agreements under which
Oncoheroes Biosciences, Inc. will acquire certain rights to dovitinib and stenoparib. Please revise your disclosure to provide the materials
terms of the term sheets or tell us why you believe such information is not material.
The Company’s binding provisions of the term sheets entered into
with Oncoheros are limited to an agreement to enter into exclusive negotiations in good faith for a time period of four months to negotiate
definitive agreements for the non-binding terms and conditions set forth in the terms sheets. Each term sheet contains the following language:
This term sheet is intended as a summary of the major terms of the proposed definitive agreement, and is intended as an agreement to
negotiate a definitive agreement pursuant to the terms of this term sheet, subject to the required Condition Precedent. Neither party
nor any of their respective affiliates shall have any obligations arising out of or related to the matters set forth in this term sheet
unless and until any such obligations are contained in a definitive agreement executed and delivered by each of the parties thereto. Based
upon the foregoing provision, the Company respectfully believes that the term sheets do not yet constitute “material contracts”
under Item 601 of Regulation S-K and further disclosure in the information statement/prospectus is not required. The press release in
question was required under the European Union Market Abuse Regulations which have a different standard of materiality that applies in
the U.S.
Our Pipeline of Therapeutic Candidates, page 14
10. We note that you have included Irofulven in your pipeline table here and on page 101. Given that you suspended your study of Irofulven
in 2019, that you then sold Irofulven to Lantern Pharma, Inc. in July 2021 and that you will no longer devote any of your development
resources to this program, please remove this product candidate from your pipeline table or explain why the program is sufficiently material
to your business to warrant its inclusion. Additionally, please revise the column heading “Phase 1/2” to reflect “Phase
1.”
The Company has removed Irofulven from its pipeline table and has disclosed
at page 104 of the information statement/prospectus that its putative DRP companion diagnostic for Irofulven has been licensed to Lantern
Pharma. Since the Company would be entitled to royalties for any future sales of Irofulven by Lantern Pharma, if approved by the FDA,
Irofulven remains one of the Company’s partnered assets.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
Securities and Exchange Commission
September 29, 2021
Page 6
Interests of Certain Persons in the Recapitalization Share
Exchange, page 16
11. We note your disclosure here that “[c]ertain of Allarity A/S’s executive officers and directors may have interests
in the recapitalization share exchange that may be different from, or in addition to, the interests of Allarity A/S’s shareholders”
and that “[t]he members of the Allarity A/S board of directors were aware of and considered these interests, among other matters,
when they approved the Reorganization Agreement and recommended that Allarity A/S shareholders approve the proposals required to effect
the reorganization.” Please revise to discuss how the board considered those interests in approving and recommending the reorganization.
The Company has added additional disclosure on page 17 to the information
statement/prospectus reflecting the consideration by the board of directors of the interests of certain executive officers and directors
in approving and recommending the reorganization.
Summary Historical Financial Information, page 22
12. Pursuant to Item 5 of the Form S-4, please provide pro forma financial information which gives effect to the Recapitalization Share
Exchange Transactions as well as the PIPE Investment. Refer to Rule 8-05 of Regulation S-X.
The Company acknowledges the Staff’s comment and the Staff’s
further clarification of this comment in our call on September 24, 2021. As discussed with the Staff during the call, the Company respectfully
contends that full pro forma financial information under Rules 8-05/11-01(e) is not required because the transaction is between a parent
(Allarity A/S) and its totally held subsidiary (Allarity Delaware). However, the Company has included pro forma earnings per share data
in the information statement/prospectu
2021-09-24 - UPLOAD - Aeluma, Inc. (ALMU) (CIK 0001828805)
United States securities and exchange commission logo
September 24, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed August 30, 2021
File No. 333-259179
Dear Mr. Klamkin:
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 filed August 30, 2021
Prospectus Cover Page, page i
1.Please note that shareholders who receive shares from a shell company are considered
underwriters with respect to their resales until the company is no longer a shell company
and Form 10 information has been available for 12 months. Until the company satisfies
these conditions, the selling shareholders will be deemed to be underwriters whose sales
are designed to create a market in the company’s securities.
Accordingly, please revise the prospectus as follows:
• Please revise your disclosure to state that the selling shareholders must offer and sell
their shares for a fixed price for the duration of the offering and disclose the fixed price at
which the selling shareholders will offer their shares. In this regard, please revise
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
September 24, 2021 Page 2
FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 2
throughout the prospectus to remove any and all indications that selling shareholders have
the ability to sell their shares at market prices.
• Please revise your disclosure to identify your selling shareholders as underwriters
throughout the prospectus, including the prospectus cover page.
2.The company's Amended and Restated Certificate of Incorporation states that its common
stock has a par value of $0.0001. Please revise where you state that the Company's
common stock has no par value.
Table of Contents, page i
3.If not applicable, remove the reference to your "Underwriter" in the penultimate paragraph
of text on this page.
Prospectus Summary, page 4
4.If not applicable to your business, remove references to "drug candidates" and
"pharmaceutical products" throughout the prospectus.
Our officers and directors own a significant percentage of our outstanding voting securities...,
page 21
5.We note the statement that your officers and directors own approximately 33.51% of your
outstanding voting securities and as a result "can elect a majority of our Board and
authorize or prevent proposed significant corporate transactions without the votes of any
other stockholders...and have the ability to prevent any transaction that requires the
approval of stockholders, regardless of whether or not our other stockholders believe that
such transaction is in our best interests." Your Amended and Restated Bylaws state that
(i) in all matters other than the election of directors, the affirmative vote of a majority of
the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and (ii) directors will be elected by a plurality of
the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. Please revise or clarify how your
organizational documents allow your officers and directors to control the company.
Because our management will have broad discretion over the use of the net proceeds from the
Offering..., page 23
6.Please revise this risk factor to clarify that the company will only receive proceeds for any
warrants exercised for cash.
Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative
actions..., page 24
7.We note the forum selection provisions in Article IX of your Amended and Restated
Bylaws. Please revise the risk factor to clarify that the forum selection provisions are in
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
September 24, 2021 Page 3
FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 3
your bylaws, not your certificate of incorporation.
Determination of Offering Price, page 30
8.Please revise to provide the disclosure required by Item 505(a) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operations, page 32
9.Please provide additional detail regarding your plan of operations, including the
anticipated time frame for beginning and completing each milestone, the estimated
expenses associated with each milestone and the expected sources of funding. Also
describe in more detail the specific steps you intend to take. For example, what do you
mean by "preparing the facility for equipment installation?" How will you procure
equipment and bring it online and who will perform those actions?
Business, page 38
10.Please revise to clarify the material terms of the non-binding support letters and non-
binding supply chain agreement, including the respective rights and obligations of each
party.
Management, page 42
11.Please clarify whether Mr. Klamkin is currently working full-time for the company.
Provide risk factor disclosure if Mr. Klamkin's other current positions may conflict with
his position at the company. Refer to Item 401(e) of Regulation S-K.
12.Please revise to briefly discuss, for each director, the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e)(1) of
Regulation S-K.
Board Leadership Structure, page 45
13.Please clarify who serves as your Chairman.
Related Party Transactions of Directors and Executive Officers, page 48
14.Please revise the thresholds you cite to be consistent with Item 404(d) of Regulation S-K
and revise your disclosure, as necessary, to include any transactions that meet the revised
thresholds.
Registration Rights Agreement, page 51
15.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable. Please also disclose any additional penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
September 24, 2021 Page 4
FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 4
Section 203 of the DGCL, page 52
16.You disclose here that you are subject to Section 203 of the DGCL. Section 1 of Article
XII of your charter says you are not subject to that law. Please reconcile.
Selling Stockholders, page 53
17.Please reconcile the number of shares owned by Steven DenBaars as disclosed here and
on page 48.
Lock-Up Agreements, page 62
18.Please clarify who is subject to the lock-up agreements.
Note 7 - Stock-Based Compensation, page F-11
19.You indicate that you “sold” 723,008 shares of common stock to certain individuals in
exchange for management advisory services for prices ranging from $0.008 to $0.015 per
share. Please provide the following:
•Please clarify whether you “sold” shares at a discount in exchange for management
advisory services;
•Please disclose the terms of your management advisory service agreement. Please
also disclose whether this transaction included compensation for past services, future
services or both;
•You also indicate that the shares are subject to restrictions that allow you to
repurchase the shares. Please disclose the specific repurchase rights attached to your
share issuance; and
•You also recorded deferred stock-based compensation of $1,372,435 for the value of
the shares in excess of the purchase price paid by the advisors. Please tell us how
you determined that it was appropriate to record the value of the shares in excess of
the purchase price. Please also address how you determined the fair value of your
common stock. Please cite the accounting literature used to support your conclusion.
Recent Accounting Pronouncements, page F-20
20.We note that you have disclosed that ASU No. 2016-02, Leases (Topic 842) is effective
for annual periods beginning after December 15, 2021 for nonpublic entities, and early
adoption is permitted. Given your intention to take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act, please revise your disclosure
to disclose the date on which you will adopt the recently issued accounting standard,
assuming you remain an EGC at such time. Since it appears that you adopted this recently
issued accounting standard in fiscal 2021, please also revise your disclosure on page F-10
to disclose the date you adopted this accounting standard. Refer to Question 14 of the
Jumpstart Our Business Startups Act Frequently Asked Questions.
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
September 24, 2021 Page 5
FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 5
Note 8. Subsequent Events, page F-21
21.Given that the auditor’s opinion is dual-dated, please revise your subsequent events
footnote to reflect that management evaluated subsequent events through August 30, 2021
rather than June 1, 2021.
Indemnification of Directors and Officers, page II-1
22.This section refers to Nevada law. Elsewhere, you say you are a Delaware corporation.
Please revise or advise.
Recent Sales of Unregistered Securities, page II-2
23.Please revise this section to comply fully with Item 701 of Regulation S-K. We note, for
example, it does not appear that you have provided the information required by Item 701
with respect to the sales described on pages 6 and 7 of your Form 10-K for the fiscal year
ended December 31, 2020. As to securities sold otherwise than for cash, state the
aggregate amount of consideration received by the registrant and the nature of the
consideration, such as describe the services provided and when the services were
provided.
Exhibits, page II-3
24.Please ensure that you have filed as an exhibit each management contract or any
compensatory plan, contract or arrangement in which a director
or named executive officer participates. For example, we note that the October 27, 2020
Stock Purchase Agreements with each of Mr. Klamkin and Mr. McCarty and the
Advisory Agreement with Mr. DenBaars are not included as exhibits. Refer to Item
601(b)(10)(iii) of Regulation S-K.
25.Please refer to Exhibit 5.1. Because it appears you are registering the resale of common
stock, the opinion counsel provides for this offering should state that the shares of
common stock offered for resale are, not will be, legally issued, fully paid and non-
assessable. Please file a revised opinion. In that revised opinion, please include a specific
number of securities covered by that opinion, not merely a dollar amount.
Signatures, page II-6
26.Please complete the blanks in the first paragraph. Also revise below the second paragraph
of text required on your signature page to have your principal financial officer, as well as
your principal accounting officer or controller, sign the registration statement in his or her
individual capacity. If someone has signed in more than one capacity, indicate each
capacity in which he or she signed. Please also indicate whether Jonathan Klamkin is
signing in his capacity as a director. See 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
FirstName LastNameJonathan Klamkin
Comapany NameAeluma, Inc.
September 24, 2021 Page 6
FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 6
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 Ernest Greene at (202) 551-3733 or John Cash at (202) 551-3768 if you
have questions regarding comments on the financial statements and related matters. Please
contact Evan Ewing at (202) 551-5920 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
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
2021-09-20 - UPLOAD - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
United States securities and exchange commission logo
September 20, 2021
Steve R. Carchedi
Chief Executive Officer
Allarity Therapeutics, Inc.
210 Broadway, Suite 201
Cambridge, MA 02139
Re:Allarity Therapeutics, Inc.
Registration Statement on Form S-4
Filed August 20, 2021
File No. 333-258968
Dear Mr. Carchedi:
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 August 20, 2021
Cautionary Note Regarding Forward-Looking Statements; Market, Ranking and Other Industry
Data, page 3
1.We note your statement here that "investors are cautioned not to unduly rely upon [your]
statements" reflecting your beliefs and opinions on the relevant subject that are based on
information available to you as of the date of the information statement. We also note
your disclosure in a risk factor on page 62 that while you believe you have obtained
statistical data, market data and other industry data and forecasts used throughout the
information statement from market research, publicly available information and industry
publications believed to be reliable, no third-party has verified such research. These
statements appear to imply a disclaimer of responsibility for this information in the
prospectus. Please either delete these statements or specifically state that you are liable for
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
September 20, 2021 Page 2
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 2
the information related to the market and industry data.
Summary of Information Statement/Prospectus, page 12
2.The disclosure in the summary should be a balanced presentation of your business. Please
balance the description of your strengths with equally prominent disclosure of the
challenges you face and the risks and limitations that could harm your business or inhibit
your strategic plans. For example, but without limitation, balance your discussion of
your plans for the clinical development of your product candidates along with your
companion DRP diagnostics with a discussion of the failures of those product candidates
in previous clinical trials and the challenges you may face in obtaining regulatory
approval to market a companion diagnostic.
3.We note that on pages 26 and 218 you state there is an indication that substantial doubt
exists related to your ability to continue as a going concern. Please expand your disclosure
in the Summary to include this information and disclose your history of net losses and
provide your accumulated deficit as of the most recent balance sheet date.
4.You state on page 12 and elsewhere throughout the prospectus that you are "pursu[ing]
oncology therapeutic candidates that have been "de-risked” through substantiated prior
clinical trials by other pharmaceutical companies." However, in a risk factor on page 34,
you state that these candidates have failed therapeutic clinical trial endpoints in Phase 2 or
later clinical trials and that "[p]otential out-licensees, alliance partners and collaborators
may view a therapeutic candidate identified with our proprietary DRP companion
diagnostics platform with more skepticism because of its history of failed clinical trials
[...]." Given the uncertainty of developing product candidates through clinical trials and
commercialization, it is inappropriate to state or imply that you have mitigated or will
mitigate development risk. Accordingly, please remove the references to your product
candidates as "de-risked" throughout your registration statement.
5.We note your disclosure that you believe you "will be able to realize the promise of
personalized medicine by selecting the patients most likely to benefit from each of our
therapeutic candidates, thereby increasing the likelihood of clinical success." Please
revise disclosure here and elsewhere in the prospectus as appropriate to remove references
to "realizing the promise of personalized medicine" and to "increasing the likelihood of
clinical success" as these statements are speculative in light of the regulatory status of the
product candidates you are currently pursuing. As an example only, we note your
disclosure on page 14 that your DRP may substantially improve the overall treatment
response in your clinical trials and increase the likelihood for regulatory approval to
market your therapeutic candidates while potentially reducing the time, cost and risk of
clinical development.
6.We note your statement here that "[you] may additionally conduct a near-term clinical
trial for stenoparib to test the anti-viral activity of this therapeutic candidate as a potential
treatment for SARS-CoV-2 (COVID-19) applications." We also not your statement on
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
September 20, 2021 Page 3
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 3
page 14 that you believe that your DRP-guided clinical programs "may potentially be
considered for the FDA's accelerated approval process." Please revise your disclosure on
page 12 as well as similar disclosure on page 102 to clarify that while you have submitted
a phase 2/3 protocol through the BARDA portal to be an arm in the NIH clinical trials,
you have not yet submitted an IND to the FDA and there is no guarantee that you will
become a participant in the NIH clinical trials or that the FDA will grant you an IND to
commence a clinical trial to test the anti-viral activity of stenoparib as a potential
treatment for COVID-19 applications. Please also revise your disclosure on page 14 to
clarify that you have not submitted an application for the FDA's accelerated approval
process and that there is no guarantee that the FDA will grant you approval. Please also
revise to affirmatively state that the FDA's accelerated approval pathways do not
guarantee an accelerated review by the FDA.
7.We note your statement on page 13 and throughout the prospectus that the DRP platform
has been "retrospectively validated in 35 clinical trials." Please revise your disclosure
here to explain what you mean by "retrospectively validated" and also to clarify that you
have not yet received approval from the FDA or other regulatory agency to market a
companion diagnostic and you will need this approval in order to market any of your
therapeutic candidates. Please also explain whether you expect to be able to rely on your
"retrospective" analyses in support of your application for pre-market approval of your
companion diagnostics.
8.We note your statement that your product candidates have shown "promising signs of
anti-tumor activity." Please revise this disclosure and similar references to "encouraging
signs of anti-cancer effects" and "encouraging anti-tumor activity" throughout your
prospectus that imply that your product candidates are effective as such determinations are
made solely by the FDA and comparable foreign regulators.
9.We note your press release dated June 14, 2021 announcing that you entered into binding
terms sheets for agreements under which Oncoheroes Biosciences, Inc. will acquire
certain rights to dovitinib and stenoparib. Please revise your disclosure to provide the
materials terms of the term sheets or tell us why you believe such information is not
material.
Our Pipeline of Therapeutic Candidates, page 14
10.We note that you have included Irofulven in your pipeline table here and on page 101.
Given that you suspended your study of Irofulven in 2019, that you then sold Irofulven to
Lantern Pharma, Inc. in July 2021 and that you will no longer devote any of your
development resources to this program, please remove this product candidate from your
pipeline table or explain why the program is sufficiently material to your business to
warrant its inclusion. Additionally, please revise the column heading "Phase 1/2" to reflect
"Phase 1."
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
September 20, 2021 Page 4
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 4
Interests of Certain Persons in the Recapitalization Share Exchange, page 16
11.We note your disclosure here that "[c]ertain of Allarity A/S's executive officers and
directors may have interests in the recapitalization share exchange that may be different
from, or in addition to, the interests of Allarity A/S's shareholders" and that "[t]he
members of the Allarity A/S board of directors were aware of and considered these
interests, among other matters, when they approved the Reorganization Agreement and
recommended that Allarity A/S shareholders approve the proposals required to effect the
reorganization." Please revise to discuss how the board considered those interests in
approving and recommending the reorganization.
Summary Historical Financial Information, page 22
12.Pursuant to Item 5 of the Form S-4, please provide pro forma financial information which
gives effect to the Recapitalization Share Exchange Transactions as well as the PIPE
Investment. Refer to Rule 8-05 of Regulation S-X.
Comparative Per Share Data, page 23
13.Please provide us with your calculations for the historical book value per share for the six
months ended June 30, 2021 and June 30, 2021. It appears as though these amounts would
not be negative since you had positive total equity.
Risk Factors, page 25
14.Please revise this section to relocate any generic risk factors you present to the end of the
section under the caption "General Risk Factors." Refer to Item 105(a) of Regulation S-K.
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware, page
78
15.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal
district court for the District of Delaware) as the exclusive forum for certain litigation,
including any “derivative action.” We also note your disclosure on page 244 that your
exclusive forum provision does not apply to claims under the federal securities laws or
any other claim for which the federal courts have exclusive jurisdiction. Please clarify in
this risk factor whether this provision applies to actions arising under the Securities Act or
Exchange Act. 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
documents states this clearly.
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
September 20, 2021 Page 5
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 5
Material U.S. Federal Income Tax Consequences of the Recapitalization Share Exchange as a
Tax-Free Reorganization, page 86
16.We note your disclosure on page 232 that it is “intended” that the Reorganization Share
Exchange qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Please revise your disclosure in this section to state that it is the opinion of counsel, to
clearly identify and articulate the opinion being rendered and to remove the language
stating that this section is a summary. Please ensure that you provide a firm opinion for
each material tax consequence or explain why such an opinion cannot be given. If the
opinion is subject to uncertainty, please provide an opinion that reflects the degree of
uncertainty (ex: "should" or "more likely than not"). For guidance, refer to Staff Legal
Bulletin No. 19, Sections III.C.1 and 4.
Information about Allarity A/S
Strategy, page 104
17.We note your reference to “rapidly” advancing the U.S. approval of dovitinib. Please
revise this statement here and throughout your prospectus to remove any implication that
you will be successful in commercializing your product candidates in a rapid or
accelerated manner.
18.We note your statement on page 105 that "[t]he change of the U.S. Presidential
administration in early 2021 may adversely impact [y]our participation in Operation Warp
Speed." Please expand your disclosure to explain what you mean and the basis for your
belief.
Companion Diagnostics, page 111
19.Your statement that your Dovitinib-DRP companion diagnostic is "first-in-class" implies
the likelihood of regulatory approval and comparisons to other companion diagnostics.
Please remove the "first-in-class" reference as the statement is speculative in light of the
regulatory status of the companion diagnostic.
Priority Therapeutic Programs, page 111
20.For each of your priority assets that are former drug candidates of large pharmaceutical
companies, please include in your description of the pre-clinical and clinical trials for
those candidates a discussion of any failures in past clinical studies and why those studies
may have been stopped or abandoned.
21.To the extent not disclosed, please revise your discussion of the preclinical and clinical
trials for each of your product candidates conducted to date to specify the primary and
secondary endpoints of the different trials, the results as they relate to the endpoints and
any statistical analysis that was done. Also add an explanation of how statistical
significance relates to the approval process of the FDA and other regulators. Additionally,
please ensure you disclose all serious adverse events (SAEs) and the number of patients
FirstName LastNameSteve R. Carchedi
Comapany NameAllarity Therapeutics, Inc.
September 20, 2021 Page 6
FirstName LastNameSteve R. Carchedi
Allarity Therapeutics, Inc.
September 20, 2021
Page 6
who experienced them for SAEs that were determined to be treatment-related or that the
investigator could not determine were not treatment related.
Anticipated NDA Filing for RCC, page 121
22.We note your disclosure here that you anticipate submitted an NDA filing for dovitinib for
the treatment of advanced RCC and that the NDA will be supported primarily by data
from one randomized Phase 3 trial (A2302) and from one Phase 1/2 trial (A2107). Please
expand your descriptions of these trials starting on page 115 to clearly identify and
explain the data from each trial that will be used to support your NDA filing. In
particular, we note your statement regarding the Phase 3 trial (A2303) that "[t]he trial
failed its primary anti-cancer activity endpoint [...]." Please clarify whether other trial
endpoints were met and explain the impact of the trial's failure to meet this endpoint.
Intellectual Property, page 172
23.Please revise to disclose for each material patent and patent application the specific
products or diagnostics to which such patents or patent applications relate, whether the
patents are owned or licensed, the type of patent protection, the expiration dates, and
applicable material jurisdictions, including any foreign jurisdiction. Consider disclosure in
tabular format by patent family or otherwise in addition to the narrative provided.
24.We note your disclosure that certain patents covering your portfolio assets and that certain
patents that may issue in the future from your pending patent applications have or are
projected to have expiration dates in 2021. Please revise to disclose what effect you
expect the expiration of these patents to have on your patent portfolio and
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
2021-08-20 - CORRESP - Allarity Therapeutics, Inc. (ALLR) (CIK 0001860657)
CORRESP
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Scott E. Bartel
633 West 5th Street, Suite 4000
Los Angeles, California 90071
Scott.Bartel@lewisbrisbois.com
Direct: 213.358.6174
August 20, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re:
ALLARITY THERAPEUTICS, INC.
Registration Statement on Form S-4
Ladies and Gentlemen:
On behalf of our client, Allarity Therapeutics,
Inc., a Delaware corporation (the “Company”), we are filing this registration statement on Form S-4 (the “Registration
Statement”) via EDGAR to the Securities and Exchange Commission (the “SEC”) relating to the proposed Recapitalization
Share Exchange involving Allarity Therapeutics A/S, an Aktieselskab organized under the laws of Denmark, (“Allarity A/S”)
with shares listed on the Nasdaq First North Growth Market in Stockholm Sweden. The Company is currently a “business combination
related shell company” with no asset or operations which was formed for the sole purpose of completing the Recapitalization Share
Exchange. Consequently, pursuant to the Division of Corporation Finance’s Financial Reporting Manual, (Section 1160.1), only the
financial statements of Allarity A/S have been included in the Registration Statement.
If you have any questions or comments concerning the Registration
Statement or require any additional information, please do not hesitate to contact me at scott.bartel@lewisbrisbois.com, (213) 358-6174,
or my partners Daniel Eng at daniel.eng@lewisbrisbois, (415) 262-8508, or Deborah Seo at deborah.seo@lewisbrisbois.com, (916) 646-8289.
Best regards,
/s/ Scott E. Bartel
Scott E. Bartel of
LEWIS BRISBOIS BISGAARD & SMITH llp
SEB:dh
Enclosure
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY
LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MISSOURI ● NEVADA ● NEW
JERSEY ● NEW MEXICO ● NEW
YORK NORTH CAROLINA ● OHIO ● OREGON ● PENNSYLVANIA ● RHODE
ISLAND ● TEXAS ● WASHINGTON ● WEST
VIRGINIA
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
2021-06-28 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Jefferies LLC 520 Madison Avenue New York, NY 10022 Piper Sandler & Co. 800 Nicollet Mall Minneapolis, MN 55402 June 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549 Attention: Laura Crotty Re: Aligos Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-257466) 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 Aligos Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Washington D.C. time, on June 30, 2021, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may 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. The undersigned advise that they have complied and will continue to comply, and each underwriter has advised the undersigned 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, J.P. MORGAN SECURITIES LLC JEFFERIES LLC PIPER SANDLER & CO. As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement J.P. MORGAN SECURITIES LLC By: /s/ Benjamin Burdett Name: Benjamin Burdett Title: Managing Director JEFFERIES LLC By: /s/ Dustin Tyner Name: Dustin Tyner Title: Managing Director PIPER SANDLER & CO. By: /s/ Chad Huber Name: Chad Huber Title: Managing Director [Signature Page to Underwriters’ Acceleration Request]
2021-06-28 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 June 28, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Laura Crotty Re: Aligos Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-257466) 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 (File No. 333-257466) (the “Registration Statement”) of Aligos Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time, on June 30, 2021, or as soon as practicable thereafter, or at such other time as our legal counsel, Latham & Watkins LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or John Williams at (415) 395-8223. Thank you for your assistance in this matter. Very truly yours, Aligos Therapeutics, Inc. By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President, Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Lucinda Y. Quan, Aligos Therapeutics, Inc. Mark Roeder, Latham & Watkins LLP John Williams, Latham & Watkins LLP Alan F. Denenberg, Davis Polk & Wardwell LLP
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
2021-06-15 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
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EMAIL:
SFeldman@olshanlaw.com
DIRECT
DIAL: 212.451.2234
June 15, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Alzamend Neuro, Inc.
Rule 424(b) Prospectus relating to Registration
Statement
on Form S-1 (File No. 333-255955)
Ladies and Gentlemen:
On behalf of Alzamend Neuro, Inc., a Delaware corporation,
we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), and Rule 101(a)(1)(i) of Regulation S-T, one copy of the
final prospectus relating to Alzamend Neuro’s Registration Statement on Form S-1 (the “Registration Statement”). This
prospectus is filed as part of the Registration Statement pursuant to the requirements of Rule 424(b) under the Securities Act. In accordance
with paragraph (e) of that Rule, the prospectus has been marked in the upper right corner to indicate that it is being filed pursuant
to Rule 424(b)(4) and that the file number of the Registration Statement to which it relates is No. 333-255955.
Should any member of the Commission’s staff
have any questions concerning the enclosed materials or desire any further information, please do not hesitate to contact Henry C.W. Nisser,
the Executive Vice President and General Counsel of Alzamend Neuro (tel.: (646) 650-5044), or me (tel.: (212) 451-2234).
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
Enclosures
cc: Abby Adams, Esq.
Henry C.W. Nisser, Esq.
2021-06-14 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
EMAIL:
SFeldman@olshanlaw.com
DIRECT
DIAL:
212.451.2234
June 14, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn:
Tim Buchmiller and Vanessa Robertson,
Office of Life Sciences
Division of Corporation Finance
Re:
Alzamend
Neuro, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 11, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro, Inc., a Delaware
corporation (the “Company”), we are responding to a question received today from Tim Buchmiller and Vanessa Robertson of the
SEC staff concerning the Dominion legal proceedings matter included on page 86 of the captioned Amendment.
The Company considered the guidance in ASC 450
– Contingencies in considering any required loss accrual or disclosure related to the Dominion matter.
Under the rule, an estimated loss from a loss contingency
will be accrued by a charge to income if both of the following conditions are met:
• Information available before the financial statements are issued or are available to be issued indicates that it is probable that
an asset had been impaired or a liability had been incurred at the date of the financial statements. Date of the financial statements
means the end of the most recent accounting period for which financial statements are being presented. It is implicit in this condition
that it must be probable that one or more future events will occur confirming the fact of the loss.
• The amount of loss can be reasonably estimated.
Further, even losses that are reasonably estimable
will not be accrued if it is not probable that an asset has been impaired or a liability has been incurred.
If the judgment is that assertion is not probable,
no accrual or disclosure would be required.
On the other hand, if the judgment is that assertion
is probable, then a second judgment must be made as to the degree of probability of an unfavorable outcome. Disclosures would be required
in either of the following circumstances:
June 14, 2021
Page - 2 -
• An unfavorable outcome is probable but the amount of loss cannot be reasonably estimated.
• An unfavorable outcome is reasonably possible but not probable.
Significant judgment is required to determine both
likelihood of there being and the estimated amount of a loss related to this matter.
The Company has reviewed the Dominion matter and
based on the nature of the claims and management’s assessment of the facts and circumstances, the Company did not record a liability
as the Company does not believe that it is probable that a loss has been incurred. Further the Company determined that a loss on this
matter does not rise to the level of reasonably possible, therefore no disclosure in the financial statements would be required.
The Company believes that risk of loss related
to the Dominion matter is remote and would not have a material adverse effect on its business, consolidated financial position, results
of operations or cash flows.
Should the SEC staff have
any remaining questions concerning this matter, please do not hesitate to contact Kenneth S. Cragun, the Senior Vice President of Finance
of the Company (tel.: (949) 735-6020), or me.
Very truly
yours,
Spencer G. Feldman
cc:
Mr. Kenneth S. Cragun
Henry C.W. Nisser, Esq.
2021-06-10 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
June 10, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Abby Adams, Esq.,
Division of Corporation Finance,
Office of Life Sciences
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed May 10, 2021, as amended
File No. 333-255955
Dear Ms. Adams:
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 “Act”), Spartan
Capital Securities, LLC, 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 4:00 p.m., Eastern Time, on Monday, June 14, 2021, or as soon thereafter as
practicable.
Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that approximately 258 copies of the preliminary prospectus dated May 25, 2021, as
amended, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
[Signature Page Follows]
SPARTAN CAPITAL SECURITIES, LLC
By: /s/ Jason Diamond
Name: Jason Diamond
Title: Head of Investment Banking, Managing Director
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
2021-06-10 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
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EMAIL: SFeldman@olshanlaw.com
DIRECT DIAL: 212.451.2234
June 10, 2021
VIA EMAIL AND EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Abby Adams and Tim Buchmiller
Division of Corporation Finance,
Office of Life Sciences
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1 (No. 333-255955)
Registration Statement on Form 8-A (No. 001- )
Ladies and Gentlemen:
On behalf of Alzamend Neuro, Inc. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statements to 4:00 p.m., Eastern time, on
Monday, June 14, 2021, or as soon as possible thereafter.
Please advise the undersigned of the effectiveness
of the Registration Statements.
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
cc: Mr. Stephan Jackman
Henry C.W. Nisser, Esq.
ALZAMEND
NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
June 10, 2021
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Abby Adams and Tim Buchmiller
Division of Corporation Finance,
Office of Life Sciences
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1 (No. 333-255955)
Registration Statement on Form 8-A (No. 001- )
Ladies and Gentlemen:
Alzamend Neuro, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statements be accelerated so that they will become effective at 4:00 p.m., Eastern time, on Monday,
June 14, 2021, or as soon as possible thereafter.
Very truly yours,
ALZAMEND NEURO, INC.
By:
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
2021-06-10 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
EMAIL: SFeldman@olshanlaw.com
DIRECT DIAL: 212.451.2234
June 10, 2021
VIA EMAIL AND EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Abby Adams and Tim Buchmiller
Division of Corporation Finance,
Office of Life Sciences
Re: Alzamend Neuro, Inc.
Registration Statement on Form S-1 (No. 333-255955)
Registration Statement on Form 8-A (No. 001- )
Ladies and Gentlemen:
This letter will serve to withdraw the request
for acceleration made yesterday by our client Alzamend Neuro, Inc.
Alzamend Neuro intends to seek acceleration of
effectiveness of the above-referenced Registration Statements to 4:00 p.m., Eastern time, on Monday, June 14, 2021, or as soon as possible
thereafter, and is re-submitting its request later this afternoon.
Thank you for your assistance.
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
cc: Mr. Stephan Jackman
Henry C.W. Nisser, Esq.
2021-06-10 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
June 10, 2021
Lawrence M. Blatt
Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Dr., 2nd Floor
South San Francisco, CA 94080
Re:Aligos Therapeutics, Inc.
Draft Registration Statement
Submitted June 4, 2021
CIK No. 0001799448
Dear Dr. Blatt:
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 Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mark Roeder
2021-06-09 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP 1 filename1.htm EMAIL: SFeldman@olshanlaw.com DIRECT DIAL: 212.451.2234 June 9, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams, Esq., Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 (No. 333-255955) Registration Statement on Form 8-A (No. 001- ) Ladies and Gentlemen: On behalf of Alzamend Neuro, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statements to 5:00 p.m., Eastern time, on Thursday, June 10, 2021, or as soon as possible thereafter. Please advise the undersigned of the effectiveness of the Registration Statements. Very truly yours, /s/ Spencer G. Feldman Spencer G. Feldman cc: Mr. Stephan Jackman Henry C.W. Nisser, Esq. ALZAMEND NEURO, INC. 3802 Spectrum Boulevard, Suite 112C Tampa, Florida 33612 June 9, 2021 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams, Esq., Division of Corporation Finance, Office of Life Sciences Re: Alzamend Neuro, Inc. Registration Statement on Form S-1 (No. 333-255955) Registration Statement on Form 8-A (No. 001- ) Ladies and Gentlemen: Alzamend Neuro, Inc. hereby requests that the effectiveness of the above-referenced Registration Statements be accelerated so that they will become effective at 5:00 p.m., Eastern time, on Thursday, June 10, 2021, or as soon as possible thereafter. Very truly yours, ALZAMEND NEURO, INC. By: /s/ Stephen Jackman Stephen Jackman Chief Executive Officer
2021-06-07 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
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ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
June 7, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn:
Abby Adams and Tim Buchmiller,
Office of Life Sciences
Division of Corporation Finance
Re: Alzamend Neuro, Inc.
Amendment No. 2 to
Registration Statement on Form
S-1
Filed June 3, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 3 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of 2,500,000 shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith. We are also filing a revised copy of the Company’s
Free Writing Prospectus (“FWP”).
The Amendment and the revised
FWP respond to the comments received from the staff of the SEC in its comment letter, dated June 4, 2021, with respect to the Company’s
Amendment No. 2 to Registration Statement on Form S-1 filed by the Company on June 3, 2021 and the Company’s original FWP filed
by the Company on May 28, 2021, as discussed below.
Courtesy copies of this letter,
the Amendment and the revised FWP (as marked to reflect changes), together with all exhibits, are being provided by email directly to
the staff for its convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.
To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment or the revised FWP, as indicated.
Amendment No. 2 to Registration Statement
on Form S-1, Filed June 3, 2021
Prospectus Summary, page 1
Comment 1. We reissue comment 1. You
continue to state that you "expect to submit by June 30, 2021 the IND for FDA approval to begin a Phase I clinical trial with human
subjects" without providing a basis for your belief that you will be able to commence human trials. Refer to comment 2 of our May
19, 2021 letter. As it appears your proposed test parameters would not be approved until after the FDA has completed their final review
of your IND application for AL001, revise to make that clear and to also clarify there is no guarantee that the FDA will approve your
IND application.
Response: As noted
by the staff, the Company has revised the last two sentences in the first full paragraph on page 2 to comply with this comment. It now
reads as follows:
“We have begun
the process of preparing an Investigational New Drug (“IND”) application and expect to submit it to the FDA on or before
June 30, 2021. If the FDA approves our IND, we will be able to commence Phase I clinical trials in humans. The FDA may request
additional information and/or changes to our IND application post submission. There is no guarantee that the FDA will approve our
IND application.”
Similar corrected language
appears on pages 6, 51, 59, 65, 66 and 102.
General
Comment 2. We note the Free Writing
Prospectus ("FWP") filed May 28, 2021 includes information that was previously contained in your prior prospectus, on which
we commented and you removed from the prospectus, including the statements of safety and efficacy and your assertions that you will be
"commencing Phase 1 human clinical trials in Q3 2021," and "Q4 2021" for AL001 and AL002, respectively, statements
you have not substantiated. Discontinue use of the FWP and provide us your analysis regarding how you will address these deficiencies.
We also note that on page 2 of the FWP, it references the prospectus filed May 25, 2021.
Response: As noted
by the staff, the Company has revised page 10 of the FWP to remove any reference to the efficacy of AL001 to read as follows:
“AL001 is a patented
ionic cocrystal technology delivering a therapeutic combination of lithium, proline and salicylate.”
The Company has revised page
11 of the FWP to remove any reference to the safety of AL001 to read as follows:
“The results of our
preclinical studies, conducted from May 2016 to June 2017, are summarized below.”
The Company has revised page
9 of the FWP regarding Phase I human clinical trials consistent with Comment 1 above.
As requested by the staff,
the Company and the underwriters immediately discontinued the use of the original FWP. The Company intends to file and recirculate a revised
FWP to each recipient of the original FWP when it recirculates the revised preliminary prospectus included in the Amendment.
The Company believes
that the changes to the original FWP do not rise to the level of a substantive change from the original FWP, in accordance with Rule
433(d)(3) under the Securities Act. The Company believes that the filing and recirculation of the revised FWP to its prior
recipients address the deficiencies, if any, through today’s date.
The Company has changed the
date of the preliminary prospectus referenced on page 2 of the FWP to June 7, 2021. A hyperlink to the preliminary prospectus filed on
June 7, 2021 will be provided in the revised FWP.
Comment 3. Provide us additional information
regarding the $500,000 "commission" that would be paid for Digital Power Lending, LLC, reflected on page 17 of the FWP, and
tell us whether they are acting as an underwriter for this offering and who would receive such commission. We note your disclosure in
the prospectus that Digital Power Lending, LLC may purchase up to 2,000,000 shares of common stock in the offering at the same price and
on the same terms as other investors in this offering. Please revise that disclosure as appropriate given the different commissions described
in your FWP (5% for Digital Power Lending, LLC, and 7% for Spartan Capital Securities, LLC/Other).
Response: To clarify
for the staff, the $500,000 “commission” noted in this comment relates to the 5% underwriting discount that would be paid
by the Company to the underwriters if the Company sells 2,000,000 shares of common stock ($10,000,000 times .05) to Digital Power Lending,
LLC. Digital Power Lending is acting solely as an investor, not in any way as an underwriter. Digital Power Lending would be purchasing the shares in the ordinary course without any intent to distribute the shares and, as disclosed
in the prospectus, is subject to the terms of a lock-up agreement with the underwriters.
The Company has also
added to the Digital Power Lending purchase indication sentence that any purchases of shares in the offering will be at the same
price and on the same terms as other investors in the offering, “except that a reduced underwriting discount will be paid
to the underwriters for the sale of common stock to Digital Power Lending.” See the prospectus cover page and pages 102
and 113.
- 2 -
A 5% underwriting discount is being paid to
Spartan Capital Securities, LLC with regard to the sale of common stock to Digital Power Lending and a 7% underwriting discount is being
paid to Spartan Capital Securities with regard to sales of common stock to other investors. No payments are being made to Digital Power
Lending. Page 17 of the FWP has been revised to make this clear.
* * *
The Company and the underwriters have a strong
interest in pricing the initial public offering on Wednesday evening, June 9, 2021, or as soon thereafter as practicable, and respectfully
request the staff’s review of the Amendment on an expedited basis to accommodate this timing.
Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
cc: Henry C.W. Nisser, Esq.
Spencer G. Feldman, Esq.
- 3 -
2021-06-04 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
June 4, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 3, 2021
File No. 333-255955
Dear Mr. Jackman:
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 May 19, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We reissue comment 1. You continue to state that you "expect to submit by June 30, 2021
the IND for FDA approval to begin a Phase I clinical trial with human subjects" without
providing a basis for your belief that you will be able to commence human trials. Refer to
comment 2 of our May 19, 2021 letter. As it appears your proposed test parameters would
not be approved until after the FDA has completed their final review of your IND
application for AL001, revise to make that clear and to also clarify there is no guarantee
that the FDA will approve your IND application.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
June 4, 2021 Page 2
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 4, 2021
Page 2
General
2.We note the Free Writing Prospectus ("FWP") filed May 28, 2021 includes information
that was previously contained in your prior prospectus, on which we commented and you
removed from the prospectus, including the statements of safety and efficacy and
your assertions that you will be "commencing Phase 1 human clinical trials in Q3 2021,"
and "Q4 2021" for AL001 and AL002, respectively, statements you have not
substantiated. Discontinue use of the FWP and provide us your analysis regarding how
you will address these deficiencies. We also note that on page 2 of the FWP, it references
the prospectus filed May 25, 2021.
3.Provide us additional information regarding the $500,000 "commission" that would be
paid for Digital Power Lending, LLC, reflected on page 17 of the FWP, and tell us
whether they are acting as an underwriter for this offering and who would receive such
commission. We note your disclosure in the prospectus that Digital Power Lending, LLC
may purchase up to 2,000,000 shares of common stock in the offering at the same price
and on the same terms as other investors in this offering. Please revise that disclosure as
appropriate given the different commissions described in your FWP (5% for Digital
Power Lending, LLC, and 7% for Spartan Capital Securities, LLC/Other).
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding the financial statements and related matters. Please contact
Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman, Esq.
2021-06-03 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
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ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
June 3, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Abby Adams and Tim Buchmiller,
Office of Life Sciences
Division of Corporation Finance
Re: Alzamend Neuro, Inc.
Amendment No. 1 to
Registration Statement on Form
S-1
Filed May 25, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 2 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of 2,500,000 shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith.
The Amendment responds to
the comments received from the staff of the SEC in its comment letter, dated June 2, 2021, with respect to the Company’s Amendment
No. 1 to Registration Statement on Form S-1 filed by the Company on May 25, 2021, as discussed below.
Courtesy copies of this letter
and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email directly to the staff for its
convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.
To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment.
Amendment No. 1 to Registration Statement
on Form S-1, Filed May 25, 2021
Prospectus Summary, page 1
Comment 1. We reissue comment 2. Your
revised disclosure on page 1, "pursuant to the FDA response letter," continues to imply the FDA provided you a basis to form
the belief you express in the filing. The attempt to temper this statement at the end of the sentence with "if the FDA allows the
IND to go into effect" is insufficient. Remove any implication that the FDA has given you reason to believe your proposed test parameters
provide a basis for your IND submission and the initiation of human trials unless you have additional documentation to substantiate the
belief.
Response: As requested
by the staff, to avoid any implication that the FDA has given the Company any reason to believe its proposed test parameters “appear
reasonable” to support a Phase I study, the Company has removed the sentence that had begun with “Pursuant to the FDA response
letter.” The change appears on pages 2 and 64.
Comment 2. We note the disclosure on
the cover page, in the related party transaction section, and on page 109, that "Digital Power Lending, LLC, a wholly-owned subsidiary
of Ault Global Holdings, Inc., has indicated to us that it will be purchasing up to $10.0 million of common stock in this offering. All
shares sold to Digital Power Lending will be at the same price and on the same terms as the other investors in this offering. Milton C.
Ault III, our current Executive Chairman, is an executive officer and director of Ault Global Holdings, as are several other officers
and board members of our company." Revise the summary to highlight that you could be offering only 500,000 shares to the public,
to disclose the beneficial ownership of Mr. Ault and the other insiders after the offering taking into account the shares to be purchased
in the offering. Add risk factor disclosure addressing the risks associated with purchasing shares of such a closely held, potentially
thinly-traded company, and clarify the extent to which these shares will be subject to lock up agreements.
Response: In response
to this comment, the Company has added the requested disclosure concerning the potential purchase by Digital Power Lending of up to $10.0
million of shares in the offering. The disclosure on the cover page of the prospectus has been enlarged to include the following additional
language:
“Assuming
Digital Power Lending purchases such shares, only 500,000 shares of common stock will be sold to the public in this offering.
Although these shares and certain other outstanding shares will be freely tradable following this offering, approximately 45.6% of
our outstanding shares of common stock will be held by our executive officers and directors and their respective affiliates after
this offering if Digital Power Lending purchases 2,000,000 shares. These shares and a significant number of additional shares will be
restricted from sale for a limited period of time under the terms of lock-up agreements. Accordingly, our common
stock may be thinly traded making it more difficult to develop and maintain an active public trading market and for investors
in this offering to sell their shares when they desire.”
This enlarged disclosure also appears on pages
101 (Certain Relationships) and 112 (Underwriting).
A new risk factor has been added on page 36, “Because
we are a closely held, potentially thinly-traded company, there may not be an active public trading market for our shares of common stock,
so investors may be unable to sell their shares when they desire.” The risk factor addresses the risks associated with purchasing
shares of a closely held, potentially thinly-traded company. The risk factor also notes the lock-up agreements entered into by the Company’s
insiders and refers readers to the extensive lock-up risk factor located just prior to this new risk factor.
Dilution, page 47
Comment 3. Please clarify in your disclosure
whether the pro forma book value per share also gives effect to the recent financing transaction with Digital Power Lending in March of
2021. It appears that the 2,666,667 shares are included in the existing number of stockholders amount of 82,429,525. If so, please explain
whether any cash was received and if this is included in the pro forma net tangible book value.
Response: As requested,
revised disclosure appears on pages 47 and 48 to clarify that the pro forma book value per share does not give effect to the Company’s
recent financing transaction with Digital Power Lending in March 2021. On page 48 (as well as page 46 (Capitalization)), an additional
bullet point has been inserted to clarify that the number of corrected shares held by existing stockholders as of January 31, 2021 does
not include 2,666,667 shares of the Company’s common stock sold in the recent financing transaction with Digital Power Lending in
March 2021 for a purchase price of $4.0 million or $1.50 per share.
Financial Statements
Note 13. Subsequent Events, page F-23
Comment 4. We note your response letter
dated May 28, 2021 which indicates that you granted 450,000 performance-based options in March 2021 outside of the stock incentive plan
to FDA consultants with an exercise price of $1.50 per share. In a similar manner to your response, please provide disclosures related
to these options with key terms, including the exercise price, the vesting terms, whether performance milestones have been reached, and
the estimated fair value of common stock that you expect to use to value these options. In addition to providing disclosures related to
these options in the notes to the financial statements, please also provide disclosures related to these options throughout the filing
where you discuss recent equity issuances and outstanding options. For example, we note on pages 10, 46, and 48 you discuss outstanding
options.
- 2 -
Response: In response
to this comment, the Company has added the following detailed disclosure concerning the 450,000 performance-based options granted by the
Company to its FDA consultant on pages 58-59, F-24 and II-3:
“On March 23, 2021, the Company granted a total of
450,000 performance-based options outside of the Company’s stock incentive plan to its FDA consultants with an exercise price of
$1.50 per share. These options have two separate performance triggers for vesting based upon the Company’s therapies achieving certain
FDA approval milestones within a specified timeframe. No vesting and no stock compensation has been recognized to date as the performance
milestones have not been reached. These options were issued as an inducement to the Company’s FDA consultants to achieve milestones
related to the Company’s two therapies to treat Alzheimer’s disease. The fair value per option share will be calculated using
a Black-Scholes model based, in part, on an estimated fair value of the common stock on the date of grant of approximately $2.50 per share.”
Additionally, references to the performance-based
options have been added on pages 10, 46 and 48 in the second bullet point.
* * *
The Company and the underwriters have a strong
interest in pricing the initial public offering on Wednesday evening, June 9, 2021 and respectfully request the staff’s review of
the Amendment on an expedited basis to accommodate this timing.
Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief
Executive Officer
cc:
Henry C.W. Nisser, Esq.
Spencer G. Feldman, Esq.
- 3 -
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
2021-06-02 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
June 2, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-255955
Dear Mr. Jackman:
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 May 19, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We reissue comment 2. Your revised disclosure on page 1, "pursuant to the FDA
response letter," continues to imply the FDA provided you a basis to form the belief you
express in the filing. The attempt to temper this statement at the end of the sentence with
"if the FDA allows the IND to go into effect" is insufficient. Remove any implication that
the FDA has given you reason to believe your proposed test parameters provide a basis for
your IND submission and the initiation of human trials unless you have additional
documentation to substantiate the belief.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
June 2, 2021 Page 2
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 2, 2021
Page 2
2.We note the disclosure on the cover page, in the related party transaction section, and on
page 109, that "Digital Power Lending, LLC, a wholly-owned subsidiary of Ault Global
Holdings, Inc., has indicated to us that it will be purchasing up to $10.0 million of
common stock in this offering. All shares sold to Digital Power Lending will be at the
same price and on the same terms as the other investors in this offering. Milton C. Ault
III, our current Executive Chairman, is an executive officer and director of Ault Global
Holdings, as are several other officers and board members of our company." Revise the
summary to highlight that you could be offering only 500,000 shares to the public, to
disclose the beneficial ownership of Mr. Ault and the other insiders after the offering
taking into account the shares to be purchased in the offering. Add risk factor
disclosure addressing the risks associated with purchasing shares of such a closely held,
potentially thinly-traded company, and clarify the extent to which these shares will be
subject to lock up agreements.
Dilution, page 47
3.Please clarify in your disclosure whether the pro forma book value per share also gives
effect to the recent financing transaction with Digital Power Lending in March of 2021. It
appears that the 2,666,667 shares are included in the existing number of stockholders
amount of 82,429,525. If so, please explain whether any cash was received and if this is
included in the pro forma net tangible book value.
Financial Statements
Note 13. Subsequent Events, page F-23
4.We note your response letter dated May 28, 2021 which indicates that you granted
450,000 performance-based options in March 2021 outside of the stock incentive plan to
FDA consultants with an exercise price of $1.50 per share. In a similar manner to your
response, please provide disclosures related to these options with key terms, including the
exercise price, the vesting terms, whether performance milestones have been reached, and
the estimated fair value of common stock that you expect to use to value these options. In
addition to providing disclosures related to these options in the notes to the financial
statements, please also provide disclosures related to these options throughout the filing
where you discuss recent equity issuances and outstanding options. For example, we note
on pages 10, 46, and 48 you discuss outstanding options.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
June 2, 2021 Page 3
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
June 2, 2021
Page 3
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman, Esq.
2021-05-28 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
May 28, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Abby Adams and Tim Buchmiller,
Office of Life Sciences
Division of Corporation Finance
Re: Alzamend Neuro, Inc.
Amendment No. 1 to Registration
Statement on Form S-1
Filed May 25, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro, Inc., a Delaware corporation
(the “Company”), we are providing this addendum to the Company’s letter, dated May 27, 2021, which responded to the
SEC’s comment concerning stock-based compensation through the period ended January 31, 2021. This letter includes additional information
with respect to all subsequent stock issuances by the Company.
March 2021 Financing Transaction
On March 9, 2021, the Company entered into a securities
purchase agreement with Digital Power Lending, LLC (“DPL”), a California limited liability company and wholly-owned subsidiary
of Ault Global Holdings, Inc., pursuant to which the Company agreed to sell an aggregate of 6,666,667 shares of its common stock for an
aggregate of $10 million, or $1.50 per share, which sales will be made in tranches. On March 9, 2021, DPL paid $4 million, less the $1.8
million in advances and the surrender for cancellation of a $50,000 convertible promissory note by Ault Global for an aggregate of 2,666,667
shares of the Company’s common stock. Under the terms of the securities purchase agreement, DPL will purchase an additional (i)
1,333,333 shares of the Company’s common stock if and upon approval by the FDA of the Company’s IND for the Company’s
Phase Ia clinical trials for a purchase price of $2 million, and (ii) 2,666,667 shares of the Company’s common stock upon completion
of the Phase Ia clinical trials for a purchase price of $4 million. The Company further agreed to issue to DPL warrants to purchase a
number of shares of its common stock equal to 50% of the shares of our common stock purchased under the securities purchase agreement
at an exercise price of $3.00 per share.
March 2021 Option Grant
On March 23, 2021, the Company granted a
total of 450,000 performance-based options outside of the Company’s stock incentive plan to its FDA consultants with an
exercise price of $1.50 per share. These options have two separate performance triggers for vesting based upon the Company’s
therapies achieving certain FDA approval milestones within a specified timeframe. By definition, the performance condition in these
options can only be achieved after the performance condition of FDA approval has been achieved. No vesting and no stock compensation
has been recognized to date as the performance milestones have not been reached. These options were issued as an inducement to our
FDA consultants to achieve milestones related to our two therapies to treat Alzheimer’s disease. While the Company has not
finalized the accounting for fair value of these grants, as the results for the fourth quarter ended April 30, 2021 have not been
audited, it is expected that the fair value per option share will be calculated using a Black-Scholes model based, in part, on
an estimated fair value of the common stock on the date of grant of approximately $2.50 per share. The fair value on the date of
grant took into consideration the pricing of the March 2021 financing, as well as the improved capital structure and prospects for
the Company that resulted from receiving the proceeds of the financing.
Kindly address any comments
or questions that you may have concerning this letter to Henry C.W. Nisser, the Executive Vice President and General Counsel of the Company
(tel.: (646) 650-5044), or to Kenneth S. Cragun, the Chief Financial Officer of the Company (tel.: (949) 735-6020).
Very truly yours,
/s/ Kenneth S. Cragun
Kenneth S. Cragun
Chief Financial Officer
cc: Ms. Nudrat Salik, SEC
Henry C.W. Nisser, Esq.
Spencer G. Feldman, Esq.
- 2 -
2021-05-27 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
May 27, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn:
Abby Adams and Tim Buchmiller,
Office of Life Sciences
Division of Corporation Finance
Re:
Alzamend Neuro, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro, Inc., a Delaware
corporation (the “Company”), we are responding to comment 36 concerning stock-based compensation received from the staff
of the Securities and Exchange Commission in its initial comment letter, dated January 25, 2021, with respect to the Company’s
original Draft Registration Statement submitted by the Company on December 29, 2020. As an estimated offering price is now reflected
in Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on May 25, 2021, we are setting forth below the Company’s
response to the staff’s earlier stock-based compensation comment.
Note 7. Stock-Based Compensation, page F-30
Comment 36. Once you have an estimated offering
price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons
for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information
will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.
Response: After this SEC comment was received in January 2021,
the Company added “Common Stock Valuations” to its Critical Accounting Policies and Estimates in Management’s Discussion
and Analysis. As described in more detail below, the Company placed the most weight on the $1.50 price at which it sold shares of the
Company’s common stock to outside investors in arm’s-length transactions.
Equity awards during the nine months ended January 31, 2021
During the nine months ended January 31, 2021, the Company granted
stock options to purchase 125,000 shares of common stock at an exercise price of $1.50 per share. The grants were dated September 1,
2020. Prior to the September 2020 grants, the most recent stock option grants were made in November 2019 totaling 1,950,000 stock options
at an exercise price of $1.50 per share.
Company’s policy related to common stock valuations
There is no public market for the Company’s common stock and,
as a result, the fair value of the shares of common stock underlying the Company’s share-based awards was estimated on each grant
date by the Company’s board of directors. To determine the fair value of the common stock underlying option grants, the Company’s
board of directors considered, among other things, input from management, and the board of directors’ assessment of additional
objective and subjective factors that it believed were relevant, and factors that may have changed from the date of the most recent valuation
through the date of the grant. These factors included, but were not limited to:
· the
Company’s results of operations and financial position, including its levels of available
capital resources;
· the
Company’s stage of development and material risks related to its business;
· progress
of the Company’s research and development activities;
· the
Company’s business conditions and projections;
· the
valuation of publicly traded companies in the life sciences and biotechnology sectors, as
well as recently completed mergers and acquisitions of peer companies;
· the
lack of marketability of the Company’s common stock as a private company;
· the
prices at which the Company sold shares of its common stock to outside investors in arm’s-length
transactions;
· the
likelihood of achieving a liquidity event for the Company’s security holders, such
as an initial public offering (“IPO”) or a sale of the Company, given prevailing
market conditions;
· trends
and developments in the Company’s industry; and
· external
market conditions affecting the life sciences and biotechnology industry sectors.
Fair value considerations
Of the factors considered above, the Company’s board of directors
most heavily weighted the prices at which it sold shares of the Company’s common stock to outside investors in arm’s-length
transactions in considering, recent valuations of common stock related to stock-based compensation.
- 2 -
Prices from Company financings with outside investors in arm’s-length
transactions
The September 2020 and November 2019 stock options were granted at
an exercise price of $1.50 per share, which was the estimated fair value of the Company’s shares of common stock as determined
by the Company’s board of directors on the date of grant.
Recent arm’s-length transactions considered in determining the
fair value included the following:
· In
December 2020, the Company entered into a securities purchase agreement with an institutional
investor (which had also provided the Company financing in August 2020, as noted in the next
paragraph) to sell a convertible promissory note of the Company in the principal amount of
$44,000 for a purchase price of $40,000 (reflecting an original issue discount of approximately
10%) and issue a five-year warrant to purchase 14,667 shares of the Company’s common
stock. The convertible promissory note bears interest at 8% per annum, which principal and
all accrued and unpaid interest are due six months after the date of issuance. The principal
and interest earned on the convertible promissory note may be converted into shares of the
Company’s common stock at $1.50 per share. The exercise price of the warrant is $3.00
per share.
· In
August 2020, the Company entered into a securities purchase agreement with the same institutional
investor to sell a convertible promissory note of the Company in the principal amount of
$275,000 for a purchase price of $250,000 (reflecting an original issue discount of approximately
10%) and issue a five-year warrant to purchase 91,667 shares of the Company’s common
stock. The convertible promissory note bears interest at 8% per annum, which principal and
all accrued and unpaid interest are due six months after the date of issuance. The principal
and interest earned on the convertible promissory note may be converted into shares of the
Company’s common stock at $1.50 per share. The exercise price of the warrant is $3.00
per share.
· Between
June 25, 2019 and October 31, 2019, the Company entered into subscription agreements for
the purchase of 1,756,726 units at $1.50 for each unit purchased pursuant to its 2019 private
offering (the “2019 Offering”). Each unit consists of one share of Common Stock
and one warrant to purchase one half share of common stock. In aggregate, the 1,756,726 units
represents 1,756,726 shares of common stock and 878,363 warrants with an exercise price of
$3.00 per share for an aggregate purchase price of $2,635,089, or $1.50 per share. The 2019
Offering was conducted pursuant to the terms of a Confidential Private Placement Memorandum
dated June 12, 2019.
- 3 -
Difference between recent valuations leading up to the offering
and estimated offering price
The difference between the $5.00 estimated IPO price and the September
2020 and November 2019 stock options grant estimated fair value of $1.50 is $3.50 per share, representing a 233% increase.
Among the factors that were considered in setting the estimated IPO
price were the following: (a) the Company’s stage of development, (b) progress of the Company’s development efforts, (c)
the impact of significant corporate events or milestones, (d) the general conditions of the securities market and the recent market prices
of, and the demand for, publicly traded common stock of comparable companies; (e) the Company’s financial condition and prospects;
(f) estimates of business potential and earnings prospects for the Company and the industry in which it operates; and (g) recent performance
of initial public offerings of companies in the sector.
In particular, since the date of the September 2020 and November 2019
stock option grants, the Company has achieved several milestones:
· AL001
— Since the date of the September 2020 and November 2019 stock option grants, the Company
has made significant progress in the preclinical development of one of its lead product candidates,
AL001, including:
o The Company has begun the process of finalizing the IND application
and, while the Company has no control over the length of the FDA review and approval process,
the Company currently expects to submit by June 30, 2021, the IND for FDA approval to begin
a Phase I clinical trial with human subjects.
· AL002
o The Company has an additional preclinical candidate for Alzheimer’s
indication, AL002, which has transitioned from early-stage development to an extensive program
of preclinical study and evaluation, with an anticipated completion date of May 31, 2021.
The Company’s preclinical program included a toxicologic evaluation, histopathology
study and brain beta amyloid analysis and, after the Company received additional financing
in March 2021, was expanded to include an immunoglobulin analysis and biodistribution study.
- 4 -
· Expansion
of leadership to support strategic growth
o The Company expanded its leadership team with the appointment of multiple
independent director nominees Mark Gustafson, Jeffrey Oram and Andrew H. Woo, M.D. The Company
believes that Mr. Gustafson’s over 35 years of corporate, private and public company
operational and financial experience gives him the qualifications and skills to serve as
one of the Company’s directors and as Chairman of the Board’s Audit Committee.
The Company believes that Mr. Oram’s 25 years of corporate, private and institutional
investment experience gives him the qualifications and skills to serve as one of the Company’s
directors. The Company believes that Dr. Woo’s extensive medical experience gives him
the qualifications and skills, and relevant insight, to serve as one of the Company’s
directors. The Company believes the three independent director nominees provide expertise
and insights that will further support the Company’s improvement of its corporate governance
and compliance with heightened standards as a publicly listed company.
· Increased
probability of an IPO and substantially enhanced liquidity and marketability of the Company’s
common stock
o The estimated IPO price represents a future price for shares of common
stock that, if issued in the IPO, assumes a 100% probability of the consummation of the IPO
and that, if issued in the IPO, the shares will be immediately freely tradable in a public
market, whereas the September 2020 and November 2019 stock option grants fair value represents
a contemporaneous estimate of the fair value of shares that were then illiquid and might
never become liquid. This illiquidity accounts for a substantial difference between the estimated
fair values of the shares of common stock through the date hereof and the estimated IPO price.
At the time of the September 2020 and November 2019 stock option grants, the Company had
not yet confidentially submitted its draft registration statement to the SEC.
Based on the foregoing, the Company considers that the difference
between the September 2020 and November 2019 stock option grants fair value and the estimated IPO price is not unreasonable.
* * *
Kindly address any comments or questions that
you may have concerning this letter to Henry C.W. Nisser, the Executive Vice President and General Counsel of the Company (tel.: (646)
650-5044), or to Kenneth S. Cragun, the Chief Financial Officer of the Company (tel.: (949) 735-6020).
Very truly yours,
/s/ Kenneth S. Cragun
Kenneth S. Cragun
Chief Financial Officer
cc:
Mr. Nudrat Salik, SEC
Henry C.W. Nisser, Esq.
Mr. Stephan Jackman
Spencer G. Feldman, Esq.
- 5 -
2021-05-25 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
filename1.htm
ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
May 25, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Abby Adams and Tim Buchmiller,
Office of Life Sciences
Division of Corporation Finance
Re: Alzamend Neuro, Inc.
Registration Statement on Form
S-1
Filed May 10, 2021
File No. 333-255955
Ladies and Gentlemen:
On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of Amendment No. 1 to the Company’s
Registration Statement on Form S-1 (the “Amendment”), for the registration of $12,500,000 of shares of the Company’s
common stock, including one complete copy of the exhibits listed as filed therewith.
The Amendment responds to
the comments received from the staff of the SEC in its comment letter, dated May 19, 2021, with respect to the Company’s Registration
Statement on Form S-1 filed by the Company on May 10, 2021, as discussed below.
Courtesy copies of this letter
and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email directly to the staff for its
convenience (attention: Abby Adams and Tim Buchmiller) in the review of the foregoing documents.
To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Amendment.
Registration Statement on Form S-1, Filed
May 10, 2021
Prospectus Summary, page 1
Comment 1. We note your revisions in
response to comment 3. As requested by that comment, where you discuss the potential for breakthrough therapy designation, please expand
your disclosure to explain that this designation, if received, does not increase the likelihood that your product candidate would receive
approval.
Response: As requested by the staff, the
Company has expanded its disclosure to explain that the potential for breakthrough therapy designation, if received, does not increase
the likelihood that the Company’s product candidate would receive FDA approval. This additional language appears on pages 2, 6,
7, 23-24, 63, 64, 67 and 69.
Comment 2. We note your response to
comment 4; however, the basis for a conclusion that your proposed test parameters were reasonable to support human clinical trials is
not clear in light of the entire response to the question you cite in your response. If your proposed test parameters would not be approved
until after the FDA has completed their final review of your IND application for AL001, please make that clear and otherwise revise your
disclosure as appropriate.
Response: In
response to the staff’s comment, the Company has revised the language relating to the proposed test parameters. As revised,
pages 2 and 63 provide as follows:
“Following Phase III clinical trials in humans, we intend to
seek approval to commercialize AL001 via a New Drug Application (“NDA”). As one of the initial steps of the NDA process, we
submitted a Pre-Investigational New Drug (“PIND”) briefing package to the U.S. Food and Drug Administration
(“FDA”) in July 2019 that argued against the need for any further preclinical
safety studies. In the FDA's response to our PIND package, the FDA asked us to provide a scientific bridge to a listed drug to support
the adequacy of the nonclinical program. According to the FDA, the adequacy of the nonclinical data will be a matter
for review. If the adequacy of the nonclinical data is not sufficient for the FDA, we will then be required to conduct a clinical pharmacokinetics animal study (an expected six week study) of AL001 to be considered for FDA approval. Pursuant
to the FDA response letter, we believe the proposed test parameters for AL001, which reference
exposure-based criteria for the “reference product” or lithium carbonate, appear reasonable to support a Phase I study, thereby
providing a basis for us to submit an Investigational New Drug (“IND”) application to the FDA for review, allowing us to conduct
human clinical trials if the FDA allows the IND to go into effect. However, the
adequacy of the analytical procedures and acceptance criteria in the IND will be a matter for FDA review and approval. We have begun the
process of finalizing the IND application and, while we have no control over
the length of the FDA review and approval process, we currently expect to submit by June 30, 2021, the IND for FDA approval to begin a
Phase I clinical trial with human subjects. Additionally, the FDA may request additional information and/or changes to our IND
application post submission.”
Comment 3. We note your response to
comment 6 and the revised disclosure on pages 2 and 58. Clarify why you determined to add more "efficacy studies" at the preclinical
stage and whether any adverse results led to this development. Also, since findings of safety and efficacy are solely within the authority
of the FDA and are assessed throughout all clinical trial phases, please revise to remove any statements that suggest the efficacy of
your product candidates.
Response: In
response to this comment, the Company notes for the staff that no adverse results led to the addition of more “efficacy
studies.” The brief pause between the initial toxicologic evaluation, histopathology study and brain beta amyloid analysis and
the later immunoglobulin analysis and biodistribution study was due to lack of funds in late 2020 and early 2021. All of the studies
had been initially planned. To clarify this point, the Company has indicated on pages 3 and 64 that the later studies were conducted
following additional funding. Further, the Company has removed the term “efficacy” so as not to suggest an FDA
conclusion on pages 2, 63 and 67.
Certain Relationships and Related Party
Transactions, page 88
Comment 4. Please file the agreements
containing the arrangements described in the first paragraph added to page 90 as exhibits to your registration statement.
Response: As requested
by the staff, the Board Letter Agreement, dated May 6, 2021, between the Company and Milton C. Ault III is being filed as Exhibit 10.17
with the Amendment.
* * *
The Amendment reflects the estimated offering
size and assumed offering price for the shares of common stock to be offered in the Company’s initial public offering. The Company
and the underwriters intend to circulate the preliminary prospectus included in the Amendment beginning during the week of June 1, and
expect to price the offering during the week of June 7, 2021. The Company respectfully requests the staff to convey any additional comments
they may have on the Registration Statement by Friday, May 28, 2021.
Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044), or to the undersigned (tel.: (949) 774-2661).
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
cc:
Henry C.W. Nisser, Esq.
Spencer G. Feldman, Esq.
- 2 -
2021-05-20 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
May 19, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Registration Statement on Form S-1
Filed May 10, 2021
File No. 333-255955
Dear Mr. Jackman:
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
Prospectus Summary, page 1
1.We note your revisions in response to comment 3. As requested by that comment, where
you discuss the potential for breakthrough therapy designation, please expand your
disclosure to explain that this designation, if received, does not increase the likelihood that
your product candidate would receive approval.
2.We note your response to comment 4; however, the basis for a conclusion that your
proposed test parameters were reasonable to support human clinical trials is not clear in
light of the entire response to the question you cite in your response. If your proposed test
parameters would not be approved until after the FDA has completed their final review of
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
May 19, 2021 Page 2
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
May 19, 2021
Page 2
your IND application for AL001, please make that clear and otherwise revise your
disclosure as appropriate.
3.We note your response to comment 6 and the revised disclosure on pages 2 and 58.
Clarify why you determined to add more "efficacy studies" at the preclinical stage and
whether any adverse results led to this development. Also, since findings of safety
and efficacy are solely within the authority of the FDA and are assessed throughout all
clinical trial phases, please revise to remove any statements that suggest the efficacy of
your product candidates.
Certain Relationships and Related Party Transactions, page 88
4.Please file the agreements containing the arrangements described in the first paragraph
added to page 90 as exhibits to your 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.
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 Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related matters.
Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman, Esq.
2021-05-10 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
CORRESP
1
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ALZAMEND NEURO, INC.
3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
May 10, 2021
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn:
Abby Adams, Esq. and Tim Buchmiller, Esq.,
Office of Life Sciences
Division of Corporation Finance
Re:
Alzamend Neuro, Inc.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001677077
Ladies and Gentlemen:
On behalf of Alzamend Neuro,
Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities
and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”), for the registration of $10,000,000 of shares of the Company’s common
stock, including one complete copy of the exhibits listed as filed therewith.
The Registration Statement
responds to the comments received from the staff of the SEC in its comment letter, dated April 20, 2021, with respect to the Company’s
Confidential Submission No. 2 of its Draft Registration Statement on Form S-1 (CIK No. 0001677077) submitted confidentially
to the Division of Corporation Finance by the Company on April 2, 2021, as discussed below.
Courtesy copies of this letter
and the Registration Statement (as marked to reflect changes), together with all exhibits, are being provided by email directly to the
staff for its convenience (attention: Tim Buchmiller, Esq.) in the review of the foregoing documents.
To facilitate the staff’s
review, the SEC’s comments are reproduced before each of the Company’s responses thereto. All page numbers referred to
in the responses to the staff’s comments correspond to the page numbers of the Registration Statement.
Amendment No. 1 to Draft Registration Statement
Our Company, page 1
Comment 1. We reissue comment 2. Revise
to clarify that you are a pre-clinical stage company.
Response: The Company has revised the description
of its stage of development to “preclinical” pursuant to your comments. See pages 1, 13, 47, 50 and 57.
Our Product Candidates, page 1
Comment 2. Refer to comment 3. You revised
the document to refer to AL001 not as your lead product candidate, which was appropriate, but as the "patented solution" that
you "will first move to commercialization." As "solution" implies efficacy and "commercialization" implies
FDA approval, please delete these and similar references for the reasons cited in comment 3.
Response: The Company has removed or edited
the phrases “patented solution” and “will first move to commercialization,” and related phrases using “commercialization,”
throughout the Registration Statement pursuant to your comments. See pages 1, 3, 4, 7, 13, 16, 25, 53, 57, 60 and 62.
Comment 3. We refer to your statements
on page 2 that a product candidate could be designated as a "breakthrough therapy" or qualify for expedited development. As
requested by prior comment 5, please balance your discussion by disclosing that you have not received these designations and expand your
disclosure to explain that this designation, if received, does not increase the likelihood that your product candidate will receive approval.
Response: The Company has clarified
the “breakthrough therapy” and expedited development phrases pursuant to your comments. See pages 2, 5, 6, 21, 22, 58,
59, 61 and 62.
Comment 4. We note the FDA correspondence
you provided in response to comment 7. Tell us how you determined from the FDA's response that your proposed test parameters were reasonable
to support human clinical trials, as you disclose on page 2.
Response: In its response, the FDA specifically
referenced exposure-based criteria for the "reference product" (lithium carbonate). In response to question #1, the FDA confirmed
that the Company’s "proposed test parameters for AL001 (LiProSal) appear reasonable to support a Phase 1 study.” See
pages 1 and 57.
Dilution, page 41
Comment 5. Please explain how you calculated
the historical net tangible book value as of January 31, 2021 of $802,007 as that appears to be your amount of Total Assets.
Response: The Company has corrected the
net tangible book value as of January 31, 2021. See page 43.
Management's Discussion and Analysis of
Financial Condition and Results of Operations Plan of Operation, page 44
Comment No. 6. We note your response
to comment 17. Disclose the delay in results from the study and the reasons for the delay.
Response: The Company’s project with
Charles River Laboratories was initially limited to toxicology. However, the project was subsequently expanded to include two additional
tests for efficacy, more specifically, an immunoglobulin analysis and a biodistribution study. See pages 2 and 58.
Impact of Coronavirus on Our Operations,
page 53
Comment 7. We note your response to
comments 20 and 21. Revise this section and/or your disclosure in the Facilities section on page 73 to clarify whether or to what extent
remote work necessitated by coronavirus restrictions has negatively impacted your efficiency.
Response: The Company has revised and made
consistent the coronavirus-related language in “MD&A – Impact of Coronavirus on Our Operations” and “Business
– Facilities” pursuant to your comments. See pages 54 and 75.
Business
Our Proprietary Technology, page 57
Comment 8. We note the revised disclosure
reporting results of your preclinical studies. Revise to briefly disclose the material study data supporting these conclusions, including
for example, the numbers of subjects and length of study. Quantify your descriptions of results, such as "improved cognitive function,"
"reduced depression," and "superior protection" and clarify whether the amounts were statistically significant.
Response: The Company has expanded the
disclosure about its preclinical studies pursuant to your comments. See pages 4, 60 and 61.
- 2 -
Description of Capital Stock, page 91
Comment 9. We note your response to
comment 33 and the revised disclosure on page 93 reflecting the content of your bylaws in the present tense. As you have included as exhibits
both your prior bylaws (Exhibit 3.2), and now contain your Amended and Restated Bylaws (Exhibit 3.3), revise the Choice of Forum section
on page 93 to clarify that the choice of forum provision is found in your "Amended and Restated Bylaws." Tell us why you have
retained your prior bylaws as an exhibit if they are no longer in effect.
Response: The Company has revised the Exhibit
Index pursuant to your comments. See page II-3. The Company’s outdated Bylaws have been removed.
* * *
The Company respectfully requests
the staff’s review of the Registration Statement so that it may proceed to file a pricing amendment and circulate a preliminary
prospectus in order to complete its initial public offering in late May or early June 2021.
Kindly address any comments
or questions that you may have concerning this letter or the enclosed materials to Henry C.W. Nisser, the Executive Vice President and
General Counsel of the Company (tel.: (646) 650-5044) or to the undersigned (tel.: (507) 451-2234).
Very truly yours,
/s/ Stephan Jackman
Stephan Jackman
Chief Executive Officer
cc:
Henry C.W. Nisser, Esq.
Spencer G. Feldman, Esq.
- 3 -
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
2021-04-29 - 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
2021-04-27 - 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
2021-04-20 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
April 20, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001677077
Dear Mr. Jackman:
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
Our Company, page 1
1.We reissue comment 2. Revise to clarify that you are a pre-clinical stage company.
Our Product Candidates, page 1
2.Refer to comment 3. You revised the document to refer to AL001 not as your lead
product candidate, which was appropriate, but as the "patented solution" that you "will
first move to commercialization." As "solution" implies efficacy and "commercialization"
implies FDA approval, please delete these and similar references for the reasons cited in
comment 3.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
April 20, 2021 Page 2
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
April 20, 2021
Page 2
3.We refer to your statements on page 2 that a product candidate could be designated as a
"breakthrough therapy" or qualify for expedited development. As requested by prior
comment 5, please balance your discussion by disclosing that you have not received these
designations and expand your disclosure to explain that this designation, if received, does
not increase the likelihood that your product candidate will receive approval.
4.We note the FDA correspondence you provided in response to comment 7. Tell us how
you determined from the FDA's response that your proposed test parameters were
reasonable to support human clinical trials, as you disclose on page 2.
Dilution, page 41
5.Please explain how you calculated the historical net tangible book value as of January 31,
2021 of $802,007 as that appears to be your amount of Total Assets.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operation, page 44
6.We note your response to comment 17. Disclose the delay in results from the study and
the reasons for the delay.
Impact of Coronavirus on Our Operations, page 53
7.We note your response to comments 20 and 21. Revise this section and/or your disclosure
in the Facilities section on page 73 to clarify whether or to what extent remote work
necessitated by coronavirus restrictions has negatively impacted your efficiency.
Business
Our Proprietary Technology, page 57
8.We note the revised disclosure reporting results of your preclinical studies. Revise to
briefly disclose the material study data supporting these conclusions, including for
example, the numbers of subjects and length of study. Quantify your descriptions of
results, such as "improved cognitive function," "reduced depression," and "superior
protection" and clarify whether the amounts were statistically significant.
Description of Capital Stock, page 91
9.We note your response to comment 33 and the revised disclosure on page 93 reflecting the
content of your bylaws in the present tense. As you have included as exhibits both your
prior bylaws (Exhibit 3.2), and now contain your Amended and Restated Bylaws (Exhibit
3.3), revise the Choice of Forum section on page 93 to clarify that the choice of forum
provision is found in your "Amended and Restated Bylaws." Tell us why you have
retained your prior bylaws as an exhibit if they are no longer in effect.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
April 20, 2021 Page 3
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
April 20, 2021
Page 3
You may contact Nudrat Salik at (202) 551-3692 or Vanessa Robertson at (202) 551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman, Esq.
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 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
2021-04-09 - 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
2021-04-02 - 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 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
2021-03-23 - 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
2021-03-22 - 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.
2021-03-17 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
United States securities and exchange commission logo
March 17, 2021
Erez Antebi
Chief Executive Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
Re:Allot Ltd.
Registration Statement on Form S-3
Filed March 15, 2021
File No. 333-254296
Dear Mr. Antebi:
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: Colin Diamond
2021-03-17 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
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Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel
March 17, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Allot Ltd. (CIK No. 0001365767)
Registration Statement on Form F-3 (File No. 333-254296)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Allot Ltd. (the “Company”) hereby requests
acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-254296) so that it will be declared effective at 9:30 a.m., Eastern Standard Time, on March 19, 2021, or as soon thereafter as is practicable.
Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
or Samuel Seham at (212) 819-8407 of White & Case LLP, counsel to the Company.
[Remainder of Page Intentionally Blank]
Sincerely,
ALLOT LTD.
By:
/s/ Erez Antebi
Erez Antebi
Chief Executive Officer and President
[Signature Page to Issuer
Acceleration Request]
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 - CORRESP - Alarum Technologies Ltd. (ALAR) (CIK 0001725332)
CORRESP
1
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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
2021-03-10 - 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.
2021-03-03 - CORRESP - Alfi, Inc. (ALFIQ) (CIK 0001833908)
CORRESP
1
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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
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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 - 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.
2021-02-18 - 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
2021-02-09 - 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 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 - 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 - 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
2021-01-25 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
United States securities and exchange commission logo
January 25, 2021
Stephan Jackman
Chief Executive Officer
Alzamend Neuro, Inc.
3802 Spectrum Boulevard
Suite 112C
Tampa, Florida 33612
Re:Alzamend Neuro, Inc.
Draft Registration Statement on Form S-1
Submitted December 29, 2020
CIK No. 0001677077
Dear Mr. Jackman:
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, Industry and Other Data, page i
1.You state, "[w]hile we believe such information included in this prospectus is generally
reliable, we have not independently verified any third-party information." Revise this
disclosure to clarify that you are responsible for all disclosure in the document.
Our Company, page 1
2.Please revise to clarify your statement on page 1 and 54 that you are an "early clinical-
stage biopharmaceutical company" where you have not yet submitted an IND to the FDA.
Similarly clarify the second risk factor, where you state "AL001 and AL002 . . . are in the
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 2
FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 2
IND stage and preclinical stage of development, respectively."
Our Product Candidates, page 1
3.You state that your potential product AL001 "has the potential to improve the therapeutic
index of lithium," that the history of lithium use "mitigate[s] the potential regulatory
burden for safety data," that lithium has a "preventative effect on the development of
dementia in patients with bipolar disorder in comparison with anticonvulsants,
antidepressants and antipsychotics," that lithium may have "long-term beneficial effects,"
"potential efficacy," and we note references to the effectiveness of treatment and
“enhanced safety” and that treatments you describe are "proven" to be "effective" or are
"efficacious." You also state that your potential product AL002 "reduces beta-amyloid
plaque." As safety and efficacy determinations are solely within the FDA's authority and
they continue to be evaluated throughout all phases of clinical trials, please remove these
and any such references in your prospectus. In the Business section, you may present
objective data resulting from your preclinical trials without including conclusions related
to efficacy or safety.
4.We note your note your disclosure that AL001 is expected to provide clinicians with a
"major improvement" over current treatments. Please tell us on what basis you believe
you are able to make comparisons given your early stage of development and the lack of
any head-to-head clinical trials or, alternatively, delete any inappropriate comparisons.
Please revise the prospectus throughout accordingly.
5.Revise to briefly define "breakthrough therapy designation" and "505(b)(2) regulatory
pathway" at first use. Revise to provide the basis on which you "believe that AL001 is an
ideal candidate" for both designations. Clarify, if true, that you currently do not qualify
for any of these programs and include balancing disclosure that there is no guarantee you
will obtain such a designation, as well as an explanation of the factors considered by the
FDA in making such a designation. Clarify that the FDA's accelerated approval pathway
may not lead to a faster development process or regulatory review and does not increase
the likelihood that a product candidate will receive approval. Please also remove your
disclosure that you may receive FDA approval for AL001 and AL002 in approximately
four years as this disclosure appears to be speculative at this time.
6.On page 1, balance any discussion of your belief that you can speed FDA approval, lessen
the "regulatory burden of FDA review," and that you expect your IND to be approved and
to begin Phase I clinical trials "by March 31, 2021" with the reality that you have no
control over the length of the FDA review process. Provide us the basis for your belief
that you will receive IND approval by March 31, 2021, where you have yet to submit an
IND.
7.We note the disclosure on page 1 regarding your submission to the FDA and their
response. Provide us with any correspondence you have received from the FDA regarding
potential products discussed in this registration statement.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 3
FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 3
Our Development Pipeline, page 2
8.Please revise your pipeline table here and on page 54 to include a column for pre-clinical
research and development, columns for each stage of clinical development (i.e., Phase 1,
Phase 2, Phase 3), and a column for marketing or regulatory approval. Include arrows in
your revised table that show your progress for each product candidate shown in the table.
9.Revise the pipeline table to limit it to only the indications for which you will be
submitting your potential product candidates for FDA approval. Remove the designation
“strength,” as it implies effectiveness and/or safety, which is inappropriate as discussed in
our comment above. Revise to delete the references to when you will commence phase 1
trials, as it implies the FDA will approve your INDs.
10.Please remove your disclosure that AL001 has "the potential of becoming the replacement
for all lithium therapy on the market" as that disclosure appears to be speculative at this
time.
11.We note your disclosure in the last column of your table that for AL001 that you will be
commencing Phase I human clinical trials in Q1 2021 and that for AL002 that you will be
commencing Phase I human clinical trials in Q3 2021. Since you have not received IND
approval for either product candidate at this time, please revise your disclosure as
appropriate.
Risks Associated with our Business, page 6
12.Revise to clarify that this section addresses the principal factors that make an investment
in your company speculative or risky, and revise any outlined risks accordingly. Refer to
Item 105(b) of Regulation S-K.
Risk Factors, page 12
13.Although disclosure of generic risks is discouraged, to the extent any risk factor including
in your prospectus could involve any registrant or any offering, revise this section to
include all such risk factors at the end, under the caption "General Risk Factors." Refer to
Item 105(a) of Regulation S-K and Section II.D. of Release No. 33-10825,
"Modernization of Regulation S-K Items 101, 103, and 105."
14.Revise to provide a separate risk factor to highlight the risks that Spartan Capital
Securities, LLC, must consent to any future financing, as discussed in the risk factor on
page 13.
Use of Proceeds, page 36
15.You identify several principal purposes of the offering, including “increase our
capitalization and financial flexibility, establish a public market for our common stock in
order to facilitate future access to the public equity markets,” “to continue to make
substantial expenditures to fund proprietary research and development of our AL001 and
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 4
FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 4
AL002 therapeutic drug candidates and to support preclinical testing and clinical trials
necessary for regulatory filings,” for “working capital and other general corporate
purposes,” and that you “expect that the net proceeds from this offering will fund us
through receipt of topline data readouts for our planned Phase I trial of Al001, as well as
IND-enabling studies, IND application and Phase I trial of Al002.” Where you
acknowledge the proceeds will be insufficient to fund the identified products through
regulatory approval, revise to quantify and prioritize the proceeds to be used for each
named product candidate, and otherwise revise to eliminate inconsistent disclosure.
Capitalization, page 38
16.Please clearly disclose in the notes to the capitalization table how you computed each pro
forma and pro forma as adjusted amount. For example, we note that the pro forma
amounts reflect the conversion of all outstanding shares of series A convertible preferred
stock into 15,000,000 shares of common stock effective upon the closing of this offering.
In this regard, it is not clear why there was an increase in pro forma cash and no change to
the pro forma common stock and additional paid-in capital amounts.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Plan of Operations, page 42
17.We note your disclosure that you began a toxicological preclinical study for AL002 with
Charles River Laboratories, Inc. and that completion of this toxicological study is
anticipated to occur in the by the end of 2020. Please update your disclosure to indicate
whether this study has been completed and its results.
Critical Accounting Policies and Estimates, page 42
18.You disclose on page F-7 that the Company’s critical accounting policies that involve
significant judgment and estimates include share-based compensation. Please expand
your critical accounting policy disclosure related to stock-compensation to include:
•the methods that management used to determine the fair value of your shares and the
nature of the material assumptions involved;
•the extent to which the estimates are considered highly complex and subjective; and
•the estimates will not be necessary to determine the fair value of new awards once the
underlying shares begin trading.
Contractual Obligations, page 50
19.Revise to clarify to which products these licenses relate. Also revise to disclose all the
licenses described in the risk factor on pages 13-14.
Impact of Coronavirus on Our Operations, page 50
20.As it has been almost one year since the onset of the pandemic, revise this section to
clarify what, if any, effect the pandemic has had on your operations.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 5
FirstName LastNameStephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 5
21.On page 68 you state that you had one full-time employee and three part-time employees
as of December 29, 2020. Here, you state that your offices are in Orange County, your
senior management members work in Atlanta and New York and your offices are
temporarily closed and “non-essential staff continue to work remotely.” Revise to clarify
which employees are “non-essential” and clarify to what extent working remotely has
“adversely affected their efficiency.”
Business
Alzheimer’s Therapeutic Landscape, page 60
22.We note several URL references starting in this section. Note that referring investors to
sources outside your filing for material information is not sufficient to meet your
disclosure obligation. Please revise your disclosure to ensure that all material information
is included in your filing.
Current Drugs for Alzheimer’s Disease, page 60
23.You disclose 2017 data in this chart. Please update this information.
Manufacturing, page 61
24.In the risk factor on page 16, you state that you are responsible for the manufacture of
your product candidates, but on page 61, you state this is outsourced to third-party
contractors. Revise to clarify.
25.Revise to clarify if you have entered into agreements with Alcami and Lonza to
manufacture your products, and if so, disclose the material terms of those agreements.
Our Intellectual Property, page 67
26.With respect to the patents you license, please disclose the specific products to which such
patents relate, the type of patent protection represented by the application, such as
composition of matter, use or process, the expiration dates, the applicable jurisdictions and
whether there are any contested proceedings or third-party claims.
Facilities, page 69
27.On page 50, you state that your offices are in Orange County, California, your senior
management members work in Atlanta and New York, and your offices are temporarily
closed. Here, you state that your corporate offices are at the University of South Florida’s
Incubator Center in Tampa, Florida. Revise this section to clarify.
Management, page 70
28.Please file the consent of each director nominee as an exhibit to your registration
statement. See Rule 438 of Regulation C under the Securities Act. Should either of the
nominees have become directors of the company by the time that you amend your
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 6
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 6
registration statement, please update your disclosure accordingly.
Executive Compensation, page 74
29.The disclosure in the table does not appear to correspond to the narrative disclosure that
follows. For example you state you entered into an agreement with Mr. Jackman in
November 2018, pursuant to which he would receive a base salary of $225,000; however,
the table discloses he received a salary of $200,000 for the fiscal year ended April 30,
2020.
Certain Relationships and Related Party Transactions, page 80
30.To the extent you have not done so, revise the disclosure here to provide the information
required by Item 401(a) for each transaction since the beginning of the last fiscal year and
the two preceding fiscal years, and file the agreements as exhibits. Refer to Instruction 1
to Item 404 of Regulation S-K and Item 601(b)(10)(ii) of Regulation S-K. For example,
provide the name of the related person for each transaction and identify the relationship,
and file the consulting agreement with Mr. Horne, the April 10, 2018 Avalanche
agreement, the DPW December 2020 short-term advance, the pledge of the shares
purchased by ALSF, and the August 2020 DPW securities purchase agreement as
exhibits. Revise the discussion of the April 20, 2019 securities purchase agreement to
clarify the relationship between MCKEA and ALSF. Revise page 81 to clarify the “2019
PPM” reference, which does not appear to be otherwise identified in this section.
Principal Stockholders, page 82
31.Please revise the table to clarify how many shares Ault Life Sciences Fund, LLC currently
owns.
32.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Spartan
Capital Securities, LLC. Refer to Item 403 of Regulation S-K.
Description of Capital Stock, page 84
33.It appears from the disclosure here that you intend to amend your charter and bylaws prior
to the offering, yet the exhibit index lists only your current bylaws and charter. Neither of
those contains the exclusive forum provisions or exceptions thereto discussed here and in
the risk factors. Please provide the form of amended bylaws and charter as exhibits to
your registration statement or revise the disclosure here and on page 34.
Underwriting, page 88
34.Identify the underwriter(s) in your next amendment.
FirstName LastNameStephan Jackman
Comapany NameAlzamend Neuro, Inc.
January 25, 2021 Page 7
FirstName LastName
Stephan Jackman
Alzamend Neuro, Inc.
January 25, 2021
Page 7
Financial Statements
Loss Per Common Share, pag
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
2021-01-07 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm Acceleration Request Altimmune, Inc. 910 Clopper Road, Suite 201S Gaithersburg, Maryland 20878 January 7, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Altimmune, Inc.: Registration Statement on Form S-3, filed December 31, 2020 (File No. 333-251858) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Altimmune, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to January 11, 2021, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. If you have any questions regarding this request, please contact Joseph Theis of Goodwin Procter LLP at (617) 570-1928. Sincerely, Altimmune, Inc. /s/ William Brown William Brown Chief Financial Officer cc: Vipin K. Garg, Altimmune, Inc. Joseph Theis, Esq., Goodwin Procter LLP Seo Salimi, Esq., Goodwin Procter LLP
2021-01-07 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
United States securities and exchange commission logo
January 7, 2021
Vipin K. Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland
Re:Altimmune, Inc.
Registration Statement on Form S-3
Filed December 31, 2020
File No. 333-251858
Dear Dr. Garg:
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: Joseph C. Theis, Esq.
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 - 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 - 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 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 - 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 - 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
2020-12-21 - 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
2020-12-17 - 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
2020-12-15 - CORRESP - ALBEMARLE CORP (ALB, ALB-PA) (CIK 0000915913)
CORRESP
1
filename1.htm
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
2020-12-15 - 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.
2020-12-11 - 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
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
2020-12-07 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm CORRESP December 7, 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: Ada Sarmento Christine Torney Lynn Dicker Mary Beth Breslin Re: ALX Oncology Holdings Inc. Registration Statement on Form S-1 (File No. 333-251171) Acceleration Request Requested Date: Wednesday, December 9, 2020 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-251171) (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, P.C., by calling Michael Coke at (650) 565-3596. [Signature page follows] Sincerely, ALX ONCOLOGY HOLDINGS INC. /s/ Jaume Pons Jaume Pons, Ph.D. President and Chief Executive Officer cc (w/o enclosures): Peter García, ALX Oncology Holdings Inc. Jason Trimborn, KPMG LLP Dave Peinsipp, Cooley LLP Kristin VanderPas, Cooley LLP Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C. Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.
2020-12-07 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP
1
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CORRESP
December 7, 2020
United States Securities and Exchange Commission
Division of
Corporation Finance
Office of Life Sciences
100 F Street,
N.E.
Washington, DC 20549
Attention:
Ada Sarmento
Christine Torney
Lynn Dicker
Mary Beth Breslin
Re: ALX Oncology Holdings Inc.
Registration Statement on Form S-1 File No. 333-251171
Ladies and Gentlemen:
Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary
Prospectus of ALX Oncology Holdings Inc. (the “Registrant”) dated December 7, 2020. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of
the Registrant’s common stock pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”), are promptly furnished with sufficient copies of the preliminary and final prospectus to enable
them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.
We wish to advise you that the
participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:30 p.m. Eastern Time,
on Wednesday, December 9, 2020 or as soon thereafter as practicable.
[signature page follows]
Very truly yours,
JEFFERIES LLC
CREDIT SUISSE SECURITIES (USA) LLC
PIPER SANDLER & CO.
CANTOR FITZGERALD & CO.
As representatives of the Underwriters
By:
Jefferies LLC
By:
/s/ Michael Brinkman
Name: Michael Brinkman
Title: Managing Director
By:
Credit Suisse Securities (USA) LLC
By:
/s/ Andrew Singer
Name: Andrew Singer
Title: Managing Director
By:
Piper Sandler & Co.
By:
/s/ Chad Huber
Name: Chad Huber
Title: Managing Director
By:
Cantor Fitzgerald & Co.
By:
/s/ Sage Kelly
Name: Sage Kelly
Title: Senior Managing Director, Global Head
of Investment Banking
[Signature Page to Acceleration Request Letter]
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 - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
United States securities and exchange commission logo
November 25, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Registration Statement on Form S-1
Submitted on November 24, 2020
CIK No. 0001810182
Dear Dr. Pons:
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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Christina L. Poulsen
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
2020-11-13 - 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
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
2020-11-06 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
United States securities and exchange commission logo
November 5, 2020
Ziv Leitman
Chief Financial Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
Re:Allot Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 26, 2020
File No. 001-33129
Dear Mr. Leitman:
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
2020-11-04 - 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
2020-11-04 - 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.
2020-10-30 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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October 30, 2020
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn:
Kathleen Collins and Eiko Yaoita Pyles
Re: Allot Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 26, 2020
File No. 001-33129
Dear Ms. Collins and Ms. Pyles:
On behalf of our client, Allot Ltd. (the “Company” or “Allot”), we are submitting this letter in response to the
comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
letter dated October 19, 2020 (the “Comment Letter”) relating to the Form 20-F filed by the Company on March 26, 2020 (the “Submission”).
Set forth below is the response of the Company to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the
Company’s response. The Company has reviewed this letter and authorized us to make the statements set forth herein to you on its behalf.
Form 20-F for the Fiscal Year Ended December 31, 2019
Note 2. Significant Accounting Policies l. Revenue recognition, page F-16
1.
Your disclosures indicate that certain arrangements with large service providers may include complex customization services. Please tell us the following as it relates to such arrangements:
•
Describe the nature of your customization services;
Response:
In a small number of instances, the Company provides specific customization as part of its professional services.
The Company’s customization services include development of customer-requested functions and features on the Company’s hardware and software products per customer specifications. These services are
provided to the customer pursuant to a separate contract from the products already purchased and received. Such services are undertaken specifically for the customer in question and do not necessarily benefit other customers.
Securities and Exchange Commission
October 30, 2020
Large service providers might seek significant customization requirements. In order to meet such requirements, the Company may be required to allocate resources and efforts for development
activities that are not part of its R&D roadmap and there is therefore a risk that the Company will not be able to meet those requirements. This creates a risk, in case of failure to meet those requirements, that the Company may incur higher
costs and reputational harm, which can lead to large service providers deciding not to continue their future engagements with the Company.
•
Clarify whether such services are separate performance obligations and specifically address how you considered the guidance in ASC 606-10-25-21 in making such determination;
Response:
As described above, the arrangement involves customizing an existing product that was previously provided to the customer. The customization services are accounted for as a separate contract and,
as such, are distinct from the promise to transfer the product.
The Company considered the contract combination guidance in paragraph 606-10-25-9 and assessed that the customization professional services contract was not entered into at or near the same time as
the original product and, therefore, is not combined with the initial contract for the provision of the product.
•
Tell us when revenue is recognized for arrangements that involve customization.
Specifically address how you considered the guidance in 606-10-25-27 or explain what guidance you applied to these arrangements; and
Response:
The Company has considered ASC 606-10-25-27 and determined that it does not satisfy the customization services performance obligation over time:
1.
The customer does not simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs.
2.
The customer does not receive the enhanced asset as it is enhanced because the customer does not get control of the development until the Company has completed and delivered it. The Company’s performance does not create or enhance an
asset that the customer controls as the asset is created or enhanced.
2
Securities and Exchange Commission
October 30, 2020
3.
The Company does not have an enforceable right to receive payment for completed performance prior to transferring control of the customization services.
The Company recognizes revenues from the customization services at a point in time when the performance obligation is satisfied and control is transferred.
•
Tell us the amount of revenue recognized from arrangements that involve customization services for each period presented.
Response:
The revenues recognized from customization arrangements were $0.6 million in 2019, $1.0 million in 2018 and $0.6 million in 2017.
2.
You state that sales commissions are amortized as expense over the revenue recognition period. Please clarify what you mean by revenue recognition period. Also tell us whether additional sales commissions are
paid upon contract renewal and, if so, whether such amounts are commensurate with the initial commissions. Refer to ASC 340-40-35-1 and 50-2.
Response:
The Company pays commissions to salespeople or third parties for both initial contracts and renewal contracts.
The Company capitalizes the incremental and recoverable costs of obtaining a contract with a customer and amortizes those costs on a systematic basis that is consistent with the transfer of the goods
or services to which the asset relates. The Company’s typical contracts include performance obligations related to products, maintenance and support and other professional services. In these contracts, the incremental costs of obtaining a contract
are allocated to the performance obligations based on the relative estimated standalone selling prices. Costs allocated to products are expensed when revenue from the sale of product is recognized. Costs allocated to maintenance and support are
amortized ratably over the original contract period, which is the expected period of benefit of the asset capitalized. Costs related to professional services are amortized when the professional services are provided.
As stated in the Basis for Conclusions to ASU 2014-09 (BC 309), the amortization period for a contract cost asset should include specifically anticipated renewal periods when the entity concludes
that it will continue to benefit from the contract cost asset over a period that is longer than the stated contract period. However, amortizing an asset over a period longer than the initial contract period would not be appropriate when the entity
pays a commission on a contract renewal that is commensurate with the commission paid on the initial contract.
Costs related to maintenance and support are limited to the contractual period of the arrangement as the Company pays a commission on a contract renewal that is commensurate with the commission paid
on the initial contract.
3
Securities and Exchange Commission
October 30, 2020
3.
You disclose the amount of the transaction price allocated to remaining performance obligations that is expected to be recognized after the year ending December 31, 2020. Please also disclose the remaining
performance obligations that are expected to be recognized prior to December 31, 2020 such that the combined disclosures represent the aggregate amount of the transaction price allocated to all performance obligations that are unsatisfied
or partially satisfied as of the end of the reporting. Refer to ASC 606-10-50-13.
Response:
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that include deferred revenue and amounts not yet received
that will be recognized as revenue in future periods. The aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize before December 31, 2020 is estimated to be $100,332 thousand
and after the year ending December 31, 2020 is estimated to be $37,875 thousand.
In future filings, the Company will disclose when it expects to recognize revenues related to unsatisfied (or partially unsatisfied) performance obligations in order to comply with ASC
606-10-50-13(b).
* * *
Please do not hesitate to contact Colin Diamond at (212) 819-8754 with any questions or comments regarding this letter.
Sincerely,
/s/ Colin Diamond
Colin Diamond
cc Ziv Leitman, Chief Financial Officer, Allot Ltd.
4
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 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.
2020-10-26 - 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]
2020-10-20 - 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
2020-10-20 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
United States securities and exchange commission logo
October 19, 2020
Ziv Leitman
Chief Financial Officer
Allot Ltd.
22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 45240
Israel
Re:Allot Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed March 26, 2020
File No. 001-33129
Dear Mr. Leitman:
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, 2019
Note 2. Significant Accounting Policies
l. Revenue recognition, page F-16
1.Your disclosures indicate that certain arrangements with large service providers may
include complex customization services. Please tell us the following as it relates to such
arrangements:
•Describe the nature of your customization services;
•Clarify whether such services are separate performance obligations and specifically
address how you considered the guidance in ASC 606-10-25-21 in making such
determination;
•Tell us when revenue is recognized for arrangements that involve customization.
FirstName LastNameZiv Leitman
Comapany NameAllot Ltd.
October 19, 2020 Page 2
FirstName LastName
Ziv Leitman
Allot Ltd.
October 19, 2020
Page 2
Specifically address how you considered the guidance in 606-10-25-27 or explain
what guidance you applied to these arrangements; and
•Tell us the amount of revenue recognized from arrangements that involve
customization services for each period presented.
2.You state that sales commissions are amortized as expense over the revenue recognition
period. Please clarify what you mean by revenue recognition period. Also tell us whether
additional sales commissions are paid upon contract renewal and, if so, whether such
amounts are commensurate with the initial commissions. Refer to ASC 340-40-35-1 and
50-2.
3.You disclose the amount of the transaction price allocated to remaining performance
obligations that is expected to be recognized after the year ending December 31, 2020.
Please also disclose the remaining performance obligations that are expected to be
recognized prior to December 31, 2020 such that the combined disclosures represent the
the aggregate amount of the transaction price allocated to all performance obligations that
are unsatisfied or partially satisfied as of the end of the reporting. Refer to ASC 606-10-
50-13.
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 Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2020-10-13 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Piper Sandler & Co. 800 Nicollet Mall, Suite 800 Minneapolis, Minnesota 55402 October 13, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Vanessa Robertson Lynn Dicker J. Nolan McWilliams Justin Dobbie Re: Aligos Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-249077) 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 Aligos Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-249077) so that it becomes effective as of 4:30 PM, Washington, D.C. time, on October 15, 2020, or as soon as practicable thereafter, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. 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 October 9, 2020: (i) Dates of distribution: October 9, 2020 through the date hereof (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 4 (iii) Number of preliminary prospectuses furnished to investors: approximately 628 (iv) Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants and underwriters’ counsel: approximately 26 The undersigned, as representatives of the several underwriters, advise that they have complied and will continue to comply, and each other participating underwriter has advised the undersigned 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, J.P. MORGAN SECURITIES LLC JEFFERIES LLC PIPER SANDLER & CO. Acting on behalf of themselves and the several underwriters J.P. MORGAN SECURITIES LLC By: /s/ Benjamin Burdett Name: Benjamin Burdett Title: Managing Director JEFFERIES LLC By: /s/ Dustin Tyner Name: Dustin Tyner Title: Managing Director PIPER SANDLER & CO. By: /s/ Chad Huber Name: Chad Huber Title: Managing Director [Signature Page - Underwriters’ Acceleration Request]
2020-10-13 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP Aligos Therapeutics, Inc. One Corporate Dr., 2nd Floor South San Francisco, CA 94080 October 13, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Vanessa Robertson Lynn Dicker J. Nolan McWilliams Justin Dobbie Re: Aligos Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-249077) 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 (File No. 333-249077) (the “Registration Statement”) of Aligos Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 PM, Washington, D.C. time, on October 15, 2020, or as soon as practicable thereafter, or at such other time as our legal counsel, Latham & Watkins LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mark Roeder at (650) 463-3043 or John Williams at (415) 395-8223. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement. Thank you for your assistance in this matter. Very truly yours, Aligos Therapeutics, Inc. By: /s/ Lesley Ann Calhoun Lesley Ann Calhoun Executive Vice President, Chief Financial Officer CC: Lawrence M. Blatt, Ph.D., Aligos Therapeutics, Inc. Lucinda Y. Quan, Aligos Therapeutics, Inc. Mark Roeder, Latham & Watkins LLP John Williams, Latham & Watkins LLP Alan Denenberg, Davis Polk & Wardwell LLP
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
2020-10-02 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
CORRESP 1 filename1.htm CORRESP [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Aligos Therapeutics, Inc. with respect to portions of this letter. 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C. October 2, 2020 Via EDGAR and Electronic Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-1090 FOIA Confidential Treatment Requested Under 17 C.F.R §200.83 Attention: Vanessa Robertson Lynn Dicker J. Nolan McWilliams Justin Dobbie Re: Aligos Therapeutics, Inc. Registration Statement on Form S-1 Filed on September 25, 2020 File No. 333-249077 Ladies and Gentlemen: On behalf of Aligos Therapeutics, Inc. (the “Company”), set forth below is information in response to comment number 6 contained in the letter to the Company dated September 22, 2020 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Draft Registration Statement on Form S-1 that was originally confidentially submitted to the Commission on August 25, 2020 and, as subsequently revised, was publicly filed by the Company on September 25, 2020 (the “Registration Statement”). The supplemental response set forth below is based upon information provided to Latham & Watkins LLP by the Company. On behalf of the Company, we are respectfully requesting confidential treatment for specified 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 version of this letter will be filed with the Commission on EDGAR, omitting the confidential information. CONFIDENTIAL TREATMENT REQUESTED BY ALIGOS THERAPEUTICS, INC. ALGS-1001 October 2, 2020 Page 2 The Company’s discussion of its accounting for stock-based compensation is primarily contained within the sections of the Registration Statement entitled “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and use of estimates—Stock-based compensation” and “—Determination of fair value of common stock” (the “MD&A”) and appears on pages 106 through 109 of the Registration Statement. The Company confirms to the Staff that no price range has yet been provided in the preliminary prospectus included in the Registration Statement. However, the Company has authorized us to inform the Staff supplementally that, based on consultations with the lead underwriters, input received from testing-the-waters meetings, and considerations of the current market conditions, if the marketing of the initial public offering (the “IPO”) were to commence today, the Company’s present view is that the estimated offering range would be $[***] to $[***] per share (the “Preliminary IPO Price Range”). The share numbers, Preliminary IPO Price Range, exercise prices and fair values do not take into account a reverse stock split that the Company intends to implement in connection with the IPO. The Company advises the Staff that the Preliminary IPO Price Range represents the Company’s current belief of what the indicative price range in the preliminary prospectus may be, but that the actual indicative price range in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters of the IPO, which is expected to occur shortly before the printing of the preliminary prospectus for the IPO. Therefore, the Preliminary IPO Price Range is subject to further change as a result of various factors, including market conditions and subsequent developments with respect to the Company’s business. Upon completion of this valuation process, the Company will narrow the indicative price range to establish a bona fide offering price range not to be greater than $[***] between the low end of the range and the top end of the range. To assist the Staff in its evaluation of the Company’s accounting for stock-based compensation, the Company has provided the analysis as set forth below. DETERMINATION OF FAIR VALUE OF COMMON STOCK As described in the Registration Statement, 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 “Practice Guide”). Specifically, the fair value of the shares of common stock underlying the Company’s stock options has been determined by the Company’s Board of Directors (the “Board”) with input from management. Because there has been no public market for the Company’s common stock, and in the absence of recent arm’s-length cash sales transactions of the Company’s common stock with independent third parties, the Board, with input from management, has determined the fair value of the common stock by considering a number of objective and subjective factors, including independent third-party valuations as of October 11, 2018, December 24, 2019 and June 30, 2020. The Board gave consideration to expected material grants of common stock options in determining when to obtain independent third-party valuations. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Aligos Therapeutics, Inc. with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALIGOS THERAPEUTICS, INC. ALGS-1002 October 2, 2020 Page 3 As described in greater detail in the MD&A, these valuations have utilized combinations of (i) the option-pricing method (“OPM”) and (ii) the probability-weighted expected return method (“PWERM”) for determining the fair value of the Company’s common stock. The OPM uses option theory to value the various classes of a company’s securities in light of their respective claims to the company’s total stockholders’ equity. In particular, total stockholders’ equity value is allocated to the various share classes based upon their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class of equity. 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 equity, discounted for a lack of marketability. For the October 2018 Valuation (as defined below), the Company utilized the OPM for determining the fair value of the Company’s common stock. For the December 2019 Valuation (as defined below), the Company utilized a hybrid approach of the OPM and the PWERM, an accepted valuation approach under the Practice Guide, for determining the fair value of the Company’s common stock (the “Hybrid Method”). The Hybrid Method is a PWERM where the equity value in one or more of the scenarios is calculated using an OPM. The Company determined to incorporate the PWERM into its valuation methodology as values associated with various potential outcomes were considered estimable, based on the Company’s likelihood of achieving certain milestones set forth in the Series B Preferred Stock Purchase Agreement, dated December 23, 2019, between the Company and the investors party thereto (the “Series B Purchase Agreement”). For the June 30, 2020 Valuation (as defined below), the Company utilized the PWERM approach for determining the fair value of the Company’s common stock. At each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per share of the common stock. For grants of stock awards made on dates for which there was no concurrent independent third-party valuation, the Board determined the fair value of the common stock on the date of grant taking into consideration the immediately preceding valuation report as well as other pertinent information available at the time of the grant. In the course of preparing the Company’s consolidated financial statements with a retrospective view, the Company also estimated the fair value of its common stock for financial reporting purposes. For purposes of this determination with respect to the Company’s stock option grants on June 26, 2020, the Company assumed that the fair value of the common stock increased to the valuation following the applicable grant. A combination of Company-specific factors, including a decision to begin preparations for a potential IPO, more certainty around the Company’s business and progress toward milestones under the Series B Purchase Agreement as well as external market factors, led to the decision to use the June 30, 2020 Valuation when determining the fair value of the underlying common stock for financial reporting purposes. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Aligos Therapeutics, Inc. with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALIGOS THERAPEUTICS, INC. ALGS-1003 October 2, 2020 Page 4 GRANTS OF COMMON STOCK OPTIONS SINCE JANUARY 1, 2019 The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2019, as well as the associated per share exercise price and the estimated fair value per share of the Company’s common stock on the grant date for financial reporting purposes. Grant Date Number of Shares Underlying Stock Options Granted Per Share Exercise Price Estimated Fair Value per Share for Financial Reporting Purposes April 26, 2019 [***] $[***] $[***] May 14, 2019 [***] $[***] $[***] July 9, 2019 [***] $[***] $[***] August 13, 2019 [***] $[***] $[***] September 10, 2019 [***] $[***] $[***] September 17, 2019 [***] $[***] $[***] February 20, 2020 [***] $[***] $[***] March 10, 2020 [***] $[***] $[***] May 12, 2020 [***] $[***] $[***] June 10, 2020 [***] $[***] $[***] June 26, 2020 [***] $[***] $[***] (a) (a) Fair value determined for financial reporting purposes, assuming that the fair value of the Company’s common stock increased on June 26, 2020 to the fair value of its common stock as determined pursuant to the June 30, 2020 Valuation, which was $$[***] per share. VALUATIONS AND OPTION GRANTS SINCE JANUARY 1, 2019 October 11, 2018 Valuation and April 26, 2019, May 14, 2019, July 9, 2019, August 13, 2019, September 10, 2019 and September 17, 2019 Grants A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value of the Company’s common stock as of October 11, 2018 to be $[***] per share (the “October 2018 Valuation”). For the October 2018 Valuation, the Company utilized the OPM to determine the total implied enterprise value. The Company specifically utilized the backsolve method. The backsolve method takes into account the economic rights of recently issued securities in relation to the rights of other equity securities within the capital structure. For purposes of the October 2018 Valuation, the backsolve method reflected the Company’s Series A Convertible Preferred Stock financing. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Aligos Therapeutics, Inc. with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALIGOS THERAPEUTICS, INC. ALGS-1004 October 2, 2020 Page 5 The implied enterprise value derived in the October 2018 Valuation was then adjusted based on a change in market conditions that occurred between the financing date and the valuation date. The Company then employed the OPM to allocate the total stockholders’ equity value to the various classes of the Company’s stockholders based on their respective claims on a series of call options with strike prices at various value levels depending on the rights and preferences of each class. In applying the OPM to the 2019 awards referenced above, the Company utilized an estimated time to liquidity of [***] years, a risk free rate of [***]% and an estimated volatility of [***]%, which resulted in an estimated fair value of the Company’s common stock of $[***] per share, on a minority, marketable basis. In determining the estimated fair value of the common stock, the Board and the third-party valuation firm also considered the fact that the Company’s stockholders could not freely trade the common stock in the public markets. Because the common stock represented a non-marketable equity interest in a private enterprise, a discount for lack of marketability (“DLOM”) of [***]% was applied to the estimated fair value of the common stock on a marketable basis, resulting in an estimated fair value of the common stock of $[***] per share on a minority, non-marketable basis. The DLOM was estimated based on consideration of a differential put analysis in which the discount is estimated based on the difference between the protective put discount that would be estimated for the preferred stock and the discount that would be estimated for the common stock. In connection with the grants of stock options made on April 26, 2019, May 14, 2019, July 9, 2019, August 13, 2019, September 10, 2019 and September 17, 2019, the Board, with input from management, concluded that the estimated fair value of the Company’s common stock was $[***] per share in consideration of the valuation analysis as of October 11, 2018 and other objective and subjective factors described on page 107 of the Registration Statement. During the period from the October 2018 Valuation to each of the grants in 2019 ending with the grant on September 17, 2019, the Board concluded that there had not been a material change to the fair value of the Company’s common stock. During this period, the Company continued to progress in its research and development efforts, but no event or events occurred during this period that caused the Board to conclude that there had been a material change to the fair value of the Company’s common stock. December 24, 2019 Valuation and February 20, 2020, March 10, 2020, May 12, 2020, June 10, 2020 and June 26, 2020 Grants A valuation was performed by the Company with the assistance of a third-party independent valuation specialist that determined the fair value of the Company’s common stock as of December 24, 2019 to be $[***] per share (the “December 2019 Valuation”). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Aligos Therapeutics, Inc. with respect to portions of this letter. CONFIDENTIAL TREATMENT REQUESTED BY ALIGOS THERAPEUTICS, INC. ALGS-1005 October 2, 2020 Page 6 For the December 2019 Valuation, the Company employed the Hybrid Method to compute the probability-weighted value of the common stock acro
2020-09-28 - 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
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
2020-09-25 - CORRESP - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
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 Boston Brussels Century City Chicago Dubai Moscow Munich New York Orange County Paris Riyadh September 25, 2020 Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Tokyo Washington, D.C. Singapore Silicon Valley Shanghai Seoul San Francisco San Diego VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Vanessa Robertson Lynn Dicker J. Nolan McWilliams Justin Dobbie Re: Aligos Therapeutics, Inc. Draft Registration Statement on Form S-1 Confidentially submitted on August 25, 2020 CIK No. 0001799448 Ladies and Gentlemen: On behalf of our client, Aligos Therapeutics, Inc. (the “Company”), we are hereby filing a Registration Statement on Form S-1 (the “Registration Statement”). The Company previously submitted a Draft Registration Statement on Form S-1 on August 25, 2020 (the “Draft Submission”) to the U.S. Securities and Exchange Commission (the “Commission”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act. The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission dated September 22, 2020 from the staff of the Commission (the “Staff”). For your convenience, we are providing by overnight delivery a courtesy package that includes copies of the Registration Statement, including copies which have been marked to show changes from the Draft Submission, as well as copy of this letter. For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. September 25, 2020 Page 2 Prospectus Summary, page 1 1. Please revise the first paragraph of the Overview to clarify that your Phase 1 proof of concept trial for your STOPS molecule is taking place in New Zealand. Response: In response to the Staff’s comment, the Company has revised pages 1, 94 and 111 of the Registration Statement. 2. Refer to the pipeline table on pages 2, 109, and 117. Please add a column to reflect phase 3 pivotal trials to more accurately reflect each candidate’s stage of development. Also revise the position of the arrow for ALG-010133 or tell us why this placement is appropriate given you are still enrolling phase 1 study participants. Response: In response to the Staff’s comment, the Company has revised pages 2, 111 and 119 of the Registration Statement. 3. Please revise the first full paragraph on page 5 to clarify that your third area of focus is in a very early stage of development. Response: In response to the Staff’s comment, the Company has revised pages 5 and 114 of the Registration Statement. Implications of being an emerging growth company, page 7 4. Please provide us 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 Nolan McWilliams at the number below to discuss how to submit the materials, if any, for our review. Response: The Company respectfully acknowledges the Staff’s comment and undertakes that it will provide to the Staff supplementally copies of all written communications presented by the Company, or anyone authorized by the Company, to potential investors in reliance on Section 5(d) of the Securities Act. Use of proceeds, page 83 5. Refer to the first five bullet points. You state that you intend to use net proceeds to “advance” the respective candidate. To the extent known, please provide greater specificity how far in the development process you expect to advance each candidate with the proceeds of the offering. Response: The Company respectfully advises the Staff that at this stage of development, the Company is unable to reasonably project how far in the development process the Company expects to advance each drug candidate with the net proceeds from the offering. September 25, 2020 Page 3 Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical accounting policies and use of estimates Stock-based compensation, page 104 6. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features. Response: The Company respectfully acknowledges the Staff’s comment and undertakes that, once an estimated offering price or range is available, it will provide the Staff with an analysis explaining the reasons for any differences between the Company’s recent fair value determinations and the estimated offering price, if any. Business Our approach to research and development, page 113 7. Refer to the last full paragraph on page 113. Please substantiate that you will be able to “develop . . . candidates with potential potency and safety advantages over other development candidates.” Response: In response to the Staff’s comment, the Company has revised page 115 of the Registration Statement to remove the applicable statement from the Registration Statement. Functional cure for CHB, page 117 8. You state that enrollment is ongoing for the phase 1 ALG-010133 trial. Please disclose the anticipated completion date for phase 1, or, if unknown, discuss the extent of uncertainty because enrollment is still ongoing. We note the last paragraph of the carryover risk factor on pages 27-28. Response: In response to the Staff’s comment, the Company has revised page 120 of the Registration Statement. siRNA, page 125 9. Refer to the last paragraph on page 126. Please briefly discuss the basis for your belief that your approach to developing siRNAs “may have safety, stability, and potency advantages over ASOs and other siRNAs.” September 25, 2020 Page 4 Response: In response to the Staff’s comment, the Company has revised page 127 of the Registration Statement to remove the applicable statement from the Registration Statement. Principal stockholders, page 183 10. Beneficial ownership is not determined by reference to pecuniary interest for the purposes of Exchange Act Rule 13d-3. Please revise footnotes (2), (3), and (4) accordingly. Response: In response to the Staff’s comment, the Company has revised page 186 of the Registration Statement. Description of capital stock Choice of forum, page 191 11. You state that the federal district courts will be the exclusive forum for claims under the Securities Act. Please state here and in the carryover risk factor on pages 78-79 that stockholders will not be deemed to have waived the company’s compliance with the federal securities laws. Please also revise the description of the provision here and in the risk factor referenced above for consistency. Response: In response to the Staff’s comment, the Company has revised pages 78, 79, 192 and 193 of the Registration Statement. Exhibits 12. Please file the KU Leuven Agreement as an exhibit to the registration statement. Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it does not believe that the agreement the Company entered into with KU Leuven to research and develop potential protease inhibitors for the treatment, diagnosis, prediction, detection or prevention of coronaviruses, including SARS-CoV-2 (the “KU Leuven Agreement”) is a material contract under Item 601(b)(10) of Regulation S-K. Item 601(b)(10)(ii) of Regulation S-K states that “[I]f the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories, in which case it shall be filed except where immaterial in amount or significance.” Contracts Not Made Outside the Ordinary Course of Business The Company advises the Staff that the KU Leuven Agreement was not entered into outside the ordinary course of business. As described in the Registration Statement, the Company is a clinical-stage biopharmaceutical company with a pipeline of research and development programs. From time to time, the Company’s research and September 25, 2020 Page 5 development of drug candidates may involve collaboration with third parties to leverage their capabilities and resources and the in-license of intellectual property rights from other third parties. In this respect, the Company also notes that the potential payment obligations for the Company are consistent with a contract that ordinarily accompanies the kind of business conducted by the Company. As noted in the Registration Statement, the Company is obligated to make payments to KU Leuven, in aggregate, totaling up to but no more than $30,000 upon the achievement of certain commercial sales milestones. For each licensed product developed through KU Leuven and the Company’s collaborative effort, the Company is obligated to make payments to KU Leuven, in aggregate, totaling up to $32,000 upon the achievement of certain development and regulatory milestones. The Company is also required to pay KU Leuven a low-to-mid-single digit royalty percentage, subject to certain adjustments, on net sales of applicable products, if any. For these reasons, the Company respectfully submits that the KU Leuven Agreement was not entered into outside the ordinary course of its business. The Company’s Business is Not Substantially Dependent on the KU Leuven Agreement Subsection (B) of Item 601(b)(10)(ii) states that a contract entered into in the ordinary course of business would be a “material contract” if such contract is a “contract upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to sell the major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent.” The Company respectfully advises the Staff that the Company’s business is not substantially dependent on the KU Leuven Agreement. This agreement relates to the Company’s research and development of potential protease inhibitors for the treatment of coronaviruses, including SARS-CoV-2. As the Company states in the Registration Statement, “[w]e are in the earliest stages of our collaboration under the KU Leuven” and the Company’s research and development efforts for the treatment of coronaviruses may not be successful. In addition, these efforts involve other approaches to treating coronaviruses that the Company is researching, such as leveraging its oligonucleotide platform and evaluating oligonucleotides with the goal of identifying a suitable lead sequence for further optimization into a drug candidate and the Company may pursue these other approaches to treating coronavirus instead of small molecule, protease inhibitors that inhibit the 3C-like protease which are covered by the KU Leuven Agreement. Furthermore, the Company notes that it is developing drug candidates for the treatment of Chronic Hepatitis B and non-alcoholic steatohepatitis that are in later stages of development, relative to the Company’s coronavirus research efforts. As such, the Company respectfully submits that the Company and its business are not substantially dependent on the KU Leuven Agreement and that filing the KU Leuven Agreement as a material contract would not enable investors to form a more informed view of the Company’s business as a whole. September 25, 2020 Page 6 General 13. Please provide mockups of any pages that include any additional pictures or graphics to be presented, including any accompanying captions. For guidance, refer to Securities Act Forms Compliance and Disclosure Interpretation 101.02. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not currently intend to include any additional graphic, visual or photographic information in the printed prospectus. If, following the date of this letter, the Company determines to include additional graphic, visual or photographic information in the printed prospectus, it will provide proofs to the Staff prior to their use. * * * September 25, 2020 Page 7 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3043 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence. Very truly yours, /s/ Mark V. Roeder Mark V. Roeder of LATHAM & WATKINS LLP cc: Lawrence M. Blatt, Aligos Therapeutics, Inc. Lesley Ann Calhoun, Aligos Therapeutics, Inc. Lucinda Y. Quan, Aligos Therapeutics, Inc. John C. Williams, Latham & Watkins LLP Alan F. Denenberg, Davis Polk & Wardwell LLP
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 - 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
2020-09-23 - CORRESP - Allegion plc (ALLE) (CIK 0001579241)
CORRESP
1
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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
Carmel, IN 46032
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 - UPLOAD - Aligos Therapeutics, Inc. (ALGS) (CIK 0001799448)
United States securities and exchange commission logo
September 22, 2020
Lawrence M. Blatt, Ph.D
Chief Executive Officer
Aligos Therapeutics, Inc.
One Corporate Drive, 2nd Floot
South San Francisco, CA 94080
Re:Aligos Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted August 26, 2020
CIK No. 0001799448
Dear Dr. Blatt:
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
Prospectus Summary, page 1
1.Please revise the first paragraph of the Overview to clarify that your Phase 1 proof of
concept trial for your STOPS molecule is taking place in New Zealand.
2.Refer to the pipeline table on pages 2, 109, and 117. Please add a column to reflect phase
3 pivotal trials to more accurately reflect each candidate’s stage of development. Also
revise the position of the arrow for ALG-010133 or tell us why this placement is
appropriate given you are still enrolling phase 1 study participants.
3.Please revise the first full paragraph on page 5 to clarify that your third area of focus is in
a very early stage of development.
FirstName LastNameLawrence M. Blatt, Ph.D
Comapany NameAligos Therapeutics, Inc.
September 22, 2020 Page 2
FirstName LastName
Lawrence M. Blatt, Ph.D
Aligos Therapeutics, Inc.
September 22, 2020
Page 2
Implications of being an emerging growth company, page 7
4.Please provide us 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 Nolan McWilliams at the number below to
discuss how to submit the materials, if any, for our review.
Use of proceeds, page 83
5.Refer to the first five bullet points. You state that you intend to use net proceeds to
“advance” the respective candidate. To the extent known, please provide greater
specificity how far in the development process you expect to advance each candidate with
the proceeds of the offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical accounting policies and use of estimates
Stock-based compensation, page 104
6.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Business
Our approach to research and development, page 113
7.Refer to the last full paragraph on page 113. Please substantiate that you will be able to
“develop . . . candidates with potential potency and safety advantages over other
development candidates.”
Functional cure for CHB, page 117
8.You state that enrollment is ongoing for the phase 1 ALG-010133 trial. Please disclose
the anticipated completion date for phase 1, or, if unknown, discuss the extent of
uncertainty because enrollment is still ongoing. We note the last paragraph of the
carryover risk factor on pages 27-28.
siRNA, page 125
9.Refer to the last paragraph on page 126. Please briefly discuss the basis for your belief
that your approach to developing siRNAs “may have safety, stability, and potency
advantages over ASOs and other siRNAs.”
FirstName LastNameLawrence M. Blatt, Ph.D
Comapany NameAligos Therapeutics, Inc.
September 22, 2020 Page 3
FirstName LastName
Lawrence M. Blatt, Ph.D
Aligos Therapeutics, Inc.
September 22, 2020
Page 3
Principal stockholders, page 183
10.Beneficial ownership is not determined by reference to pecuniary interest for the purposes
of Exchange Act Rule 13d-3. Please revise footnotes (2), (3), and (4) accordingly.
Description of capital stock
Choice of forum, page 191
11.You state that the federal district courts will be the exclusive forum for claims under the
Securities Act. Please state here and in the carryover risk factor on pages 78-79 that
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws. Please also revise the description of the provision here and in the
risk factor referenced above for consistency.
Exhibits
12.Please file the KU Leuven Agreement as an exhibit to the registration statement.
General
13.Please provide mockups of any pages that include any additional pictures or graphics to be
presented, including any accompanying captions. For guidance, refer to Securities Act
Forms Compliance and Disclosure Interpretation 101.02.
You may contact Vanessa Robertson, Staff Accountant, at (202) 551-3649 or Lynn
Dicker, Staff Accountant, at (202) 551-3616 if you have questions regarding comments on the
financial statements and related matters. Please contact J. Nolan McWilliams, Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202) 551-3469 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Mark V. Roeder, Esq.
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
filename1.htm
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
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 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
2020-07-14 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm Underwriter Acceleration Request July 14, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Ada Sarmento Christine Torney Lynn Dicker Mary Beth Breslin Re: ALX Oncology Holdings Inc. Registration Statement on Form S-1 (File No. 333-239490) Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between July 13, 2020 and the date hereof, approximately 1,505 copies of the Preliminary Prospectus dated July 13, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement. We wish to advise you that the participating underwriters have informed us 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. We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on July 16, 2020 or as soon thereafter as practicable. [Signature page follows] Very truly yours, JEFFERIES LLC CREDIT SUISSE SECURITIES (USA) LLC PIPER SANDLER & CO. CANTOR FITZGERALD & CO. As representatives of the Underwriters By: Jefferies LLC By: /s/ Michael Brinkman Name: Michael Brinkman Title: Managing Director By: Credit Suisse Securities (USA) LLC By: /s/ Andrew E. Singer Name: Andrew E. Singer Title: Managing Director By: Piper Sandler & Co. By: /s/ Chad Huber Name: Chad Huber Title: Managing Director By: Cantor Fitzgerald & Co. By: /s/ Sage Kelly Name: Sage Kelly Title: Senior Managing Director [Signature Page to Underwriters Acceleration Letter]
2020-07-14 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm Company Acceleration Request July 14, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Ada Sarmento Christine Torney Lynn Dicker Mary Beth Breslin Re: ALX Oncology Holdings Inc. Registration Statement on Form S-1 (File No. 333-239490) Acceleration Request Requested Date: Thursday, July 16, 2020 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-239490) (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, P.C., by calling Michael Coke at (650) 565-3596. [Signature page follows] Sincerely, ALX ONCOLOGY HOLDINGS INC. /s/ Jaume Pons Jaume Pons, Ph.D. President and Chief Executive Officer Enclosures cc (w/o enclosures): Peter García, ALX Oncology Holdings Inc. Jason Trimborn, KPMG LLP Brittany Bockman, KPMG LLP Dave Peinsipp, Cooley LLP Kristin VanderPas, Cooley LLP Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C. Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.
2020-07-02 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP
1
filename1.htm
CORRESP
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
O: 650.493.9300
F: 650.493.6811
CONFIDENTIAL TREATMENT REQUESTED
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83
The entity requesting confidential treatment is:
ALX
Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, CA 94010
Attention: Jaume Pons, Ph.D.
Chief Executive Officer
CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”
July 2, 2020
VIA EDGAR AND OVERNIGHT
DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Ada Sarmento
Christine
Torney
Lynn Dicker
Mary Beth
Breslin
RE:
ALX Oncology Holdings Inc.
Registration Statement on Form S-1
CIK No. 0001810182; Reg. No. 333-239490
Ladies and Gentlemen:
On behalf of our client, ALX Oncology Holdings Inc. (the “Company”), we submit this letter in response to Comment 8 of the
comments received from the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 1, 2020 (the “Comment Letter”),
relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted in draft form to the Commission on May 5, 2020 and
filed via EDGAR on June 26, 2020.
CONFIDENTIAL TREATMENT REQUESTED BY
ALX ONCOLOGY HOLDINGS INC.
AUSTIN BEIJING BOSTON BRUSSELS HONG
KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN
DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Securities and Exchange Commission
CONFIDENTIAL TREATMENT REQUESTED
July 2, 2020
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
Page
2
Because of the commercially sensitive nature of information contained herein, 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. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.
For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the
Company’s response.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, Significant Judgments and Estimates
Stock Based Compensation
Determination of
the Fair Value of Common Stock, page 83
8.
Once you have an estimated offering price or range, please explain to us how you determined the
fair value of the common stock underlying your equity issuances and the reasons for any differences between the most recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and beneficial conversion features.
Price Range
To assist the Staff in its
evaluation of stock-based compensation disclosures and certain other matters, the Company advises the Staff that the Company currently anticipates an approximate pre-stock split price range of $[*] to $[*] per
share (the “Price Range”) for an initial public offering (the “IPO”) of the Company’s common stock, with a midpoint of the anticipated Price Range of approximately $[*] per share (the “Midpoint
Price”). The Company anticipates implementing a reverse stock split in connection with the IPO and will present post-stock split share numbers and per-share price information in the amendment of the
Registration Statement that includes the price range. This response letter presents all share numbers and per-share price information on the pre-stock split basis.
The Price Range has been determined based on a number of factors, including the progress of the Company’s preclinical studies and
clinical trials, other developments in the Company’s business, input received from the Company’s “testing the waters meetings,” current market conditions, including as a result of the disruptions and volatility in the market due
to the COVID-19 pandemic, and input received from Jefferies LLC, Credit Suisse Securities (USA) LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co. (the “Underwriters”),
including discussions that took place on June 30, 2020 among representatives of the Company and representatives of the Underwriters.
CONFIDENTIAL TREATMENT
REQUESTED BY
ALX ONCOLOGY HOLDINGS INC.
Securities and Exchange Commission
CONFIDENTIAL TREATMENT REQUESTED
July 2, 2020
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
Page
3
The Price Range does not consider any discount for the current lack of liquidity for the
Company’s common stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As is typical for
IPOs, the Price Range was not derived using a formal determination of fair value, but was determined as a result of discussions among representatives of the Company and the Underwriters. During these discussions, the parties considered quantitative
factors, as well as non-quantitative factors, such as the valuations of the Company in its Series C convertible preferred stock financing; the valuations of recently completed public offerings and evaluating
those issuers’ respective stages of development as compared to the Company; current market conditions, including the volatility, disruptions and uncertainty caused by the COVID-19 pandemic and its impact
on the capital markets; recent strategic and collaboration transactions in the life sciences/biotechnology industry, including for oncology therapeutic companies such as those also targeting CD47; and the current valuations of public companies at a
similar stage of clinical development as the Company, taking into account the number of programs of those companies as compared to the Company. Prior to June 30, 2020, the Underwriters had not provided the Company with a specific estimated
price range.
The actual bona fide price range to be included in the Registration Statement has not yet been
determined and remains subject to adjustment based on further discussions between the Company and the Underwriters, developments in the Company’s business, market conditions and other factors that are outside of the Company’s control.
However, the Company believes the actual bona fide price range will be within the Price Range. In addition, the actual bona fide price range to be included in the Registration Statement will be reflected
in an amendment to the Registration Statement that will be filed before the commencement of the road show and will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.
Equity Grants and Common Stock Valuation
As stated in the Registration Statement, the Company has granted stock-based awards, consisting of stock options, to its employees, directors
and other service providers. References in this letter to the “Company” in periods prior to April 1, 2020 are to ALX Oncology Limited, an Irish private company limited by shares. On April 1, 2020, the Company effected a corporate
reorganization (the “Reorganization”) whereby ALX Oncology Holdings Inc., a newly incorporated Delaware corporation, was formed and became the parent entity of ALX Oncology Limited, and the shareholders, warrantholders and
optionholders of ALX Oncology Limited became stockholders, warrantholders and optionholders holding the same number of shares, warrants and/or options in ALX Oncology Holdings Inc. as they did in ALX Oncology Limited immediately prior to the
reorganization. These shares, warrants and options of ALX Oncology Holdings Inc. were issued at the same respective fair market values at which the corresponding shares, warrants and options of ALX Oncology Limited were originally issued.
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all stock-based payments made to
employees, directors and non-employees based on estimated grant-date fair values and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of
the respective award. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method.
CONFIDENTIAL TREATMENT
REQUESTED BY
ALX ONCOLOGY HOLDINGS INC.
Securities and Exchange Commission
CONFIDENTIAL TREATMENT REQUESTED
July 2, 2020
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
Page
4
The Registration Statement describes the Company’s use of the Black-Scholes
option-pricing model (“Black-Scholes”) for the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors (the “Board”), with input from management,
determined the estimated fair value per share of the Company’s common stock for financial reporting purposes to be as follows:
Valuation Date
Date of Underlying
Valuation Report
Estimated Fair Value
Per Share
of Common Stock
Valuation
Method
April 15, 2019
September 27, 2019
$
0.29
OPM
February 10, 2020
March 13, 2020
$
0.62
Hybrid OPM/PWERM
April 1, 2020
April 22, 2020
$
0.73
Hybrid OPM/PWERM
May 18, 2020
June 2, 2020
$
0.85
Hybrid OPM/PWERM
June 15, 2020
June 23, 2020
$
1.07
Hybrid OPM/PWERM
These estimated fair values per share of common stock were determined after considering valuation reports from
an independent third-party valuation firm as well as other objective and subjective factors as appropriate, including the progress of the Company’s preclinical studies and clinical trials; the Company’s stage of development and programs;
the Company’s cash burn and cash balances; the value of public companies with similar profiles to the Company; the issuance of preferred stock and the rights, preferences and privileges of preferred stock as compared to common stock; the need
for and market related to additional private financings, such as preferred stock financings; the likelihood of achieving a liquidity event, including an IPO; and the other factors described below. A discussion of each valuation and equity grant
since January 1, 2019, along with a comparison of the estimated fair value of the Company’s common stock to the Midpoint Price is set forth below.
CONFIDENTIAL TREATMENT
REQUESTED BY
ALX ONCOLOGY HOLDINGS INC.
Securities and Exchange Commission
CONFIDENTIAL TREATMENT REQUESTED
July 2, 2020
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
Page
5
The following table sets forth all equity awards made by the Company from January 1,
2019 to the present:
Grant date
Type of
award
Number of
shares
Exercise price
of options per
share
Estimated fair value
of common stock per
share on grant date
(utilized for ASC
718
calculation)
May 29, 2019
Options
389,746
$
0.29
$
0.29
September 12, 2019
Options
1,860,054
$
0.29
$
0.29
March 9, 2020
Options
13,274,000
$
0.62
$
0.62
April 27, 2020
Options
2,780,000
$
0.73
$
0.73
April 30, 2020
Options
575,000
$
0.73
$
0.73
May 8, 2020
Options
220,000
$
0.73
$
0.73
June 3, 2020
Options
575,000
$
0.85
$
0.85
June 12, 2020
Options
285,000
$
0.85
$
0.85
April 15, 2019 Valuation
In preparing the April 15, 2019 valuation (reflected in the report issued on September 27, 2019), the Company determined its
enterprise value using the option pricing method (“OPM”) “back solve” method. The resulting estimated fair value of the Company’s common stock was $0.29 per share on a
non-marketable, minority basis.
In an OPM framework, the “back-solve” method determines
the fair value of the Company’s preferred stock and common stock. The back-solve method derives the implied equity value of the Company from a transaction involving the Company’s preferred securities on an arm’s length basis. The
Company used assumptions including the expected time to liquidity, risk-free rate and volatility and then solving for the value of such equity such that the value for the most recent financing equals the amount paid. The method was selected as it
was concluded that the Company’s Series B convertible preferred stock financing, which was in the process of closing as of the valuation date, was a reasonable indication of value as it was considered to be an arm’s length transaction
negotiated by sophisticated investors and the financing terms were fairly negotiated and reasonably reflected the expected economics for the Company going forward. In May 2019, the Company issued and sold an aggregate of 6,690,729 shares of Series B
convertible preferred stock at a purchase price of $1.4432 per share for aggregate gross proceeds of approximately $9.6 million.
The
Series B convertible preferred stock per share price of $1.4432 was then “back solved” to the capitalization of the Company to arrive at the per share fair market value of the Company’s common stock using the Black-Scholes method as
described in the Registration Statement. For the April 15, 2019 valuation, the Company used:
•
an implied equity value of approximately $[*];
CONFIDENTIAL TREATMENT
REQUESTED BY
ALX ONCOLOGY HOLDINGS INC.
Securities and Exchange Commission
CONFIDENTIAL TREATMENT REQUESTED
July 2, 2020
BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002
Page
6
•
a probability-weighted time to exit of 1.5 years after accounting for the Company’s approximation of the
time it would take the Company to reach an IPO or merger and acquisition (“M&A”) event;
•
a risk-free interest rate of 2.4% based on the yield of 2.0-year U.S.
Treasury bonds as of April 15, 2019, a maturity which closely approximated the forecasted liquidity horizon of the Company; and
•
an estimate for expected volatility of 80.0% based on an analysis of the historical volatility of guideline
public companies and factors specific to the Company.
A discount for lack of marketability (“DLOM”) of
40.0% was then applied to account for the lack of an active trading market in the Company’s securities.
Analysis of May 29,
2019 and September 12, 2019 Grants
At May 29, 2019 and September 12, 2019, the Board determined that the estimated fair
value of the Company’s common stock was $0.29 per share in consideration of the valuation analysis as of April 15, 2019 and other objective and subjective factors as appropriate, including: the timing of the initiation and the results of
the Company’s ongoing and planned future clinical trials; uncertainty as to when the Company would initiate or complete an IPO or M&A event, if at all; and the overall health of the economy and life sciences/biotechnology sectors in
general, but offset by considerations related to increased volatility and recent performance of public healthcare stocks relative to the broader market (due to, among other things, recent U.S. political discourse surrounding Medicare,
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
2020-06-26 - CORRESP - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
CORRESP 1 filename1.htm CORRESP 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com June 26, 2020 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: Ada Sarmento Christine Torney Lynn Dicker Mary Beth Breslin Re: ALX Oncology Holdings Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Confidentially Submitted June 12, 2020 CIK No. 0001810182 Ladies and Gentlemen: On behalf of our client, ALX Oncology Holdings Inc. (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”) contained in its letter dated June 24, 2020 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 (“Amendment No. 1”). In response to the comments set forth in the Comment Letter, the Company has revised Amendment No. 1 and is concurrently filing via EDGAR this letter and a Registration Statement on Form S-1 (the “Registration Statement”). In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page numbers of the Registration Statement. Amendment No 1. Draft Registration Statement on Form S-1 Confidentially Submitted on June 12, 2020 Prospectus Summary, page 1 1. We note your revisions in response to prior comment 1; however, you continue to make reference throughout your filing to “promising clinical data” and “promising levels of anti-tumor activity.” As safety and efficacy determinations are solely within the FDA’s authority and they AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission June 26, 2020 Page 2 continue to be evaluated throughout all phases of clinical trials, please remove these references. In the Business section, you may present objective data resulting from your trials without including conclusions related to efficacy. In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 92, 103 and 105 of the Registration Statement. Pipeline, page 2 2. We note your response to prior comment 3 that you have not shortened the arrows representing progress in Phase 1 trials for ALX148 in combination with pembrolizumab and trastuzumab for solid tumor indications. It appears from the narrative description of combination trials on pages 104-108 that Phase 1 trials are ongoing. Please revise the tabular or narrative description, as appropriate, to clarify the precise status of the combination trials, or explain why the arrows in this section of the pipeline chart appropriately reflect the status of combination Phase 1 trials as completed. In response to the Staff’s comment, the Company has revised its disclosure on pages 105-109 of the Registration Statement to clarify that the Phase 1 trials for ALX148 in combination with pembrolizumab for first-line treatment of head and neck squamous cell carcinoma and trastuzumab for second-line treatment of human epidermal growth factor receptor 2-positive gastric/gastroesophageal junction carcinoma have been completed and the Company has presented final results at the 2020 American Society of Clinical Oncology, Virtual Scientific Program. The final results from these Phase 1 trials are summarized on pages 107 and 109 of the Registration Statement. Our Strategy, page 3 3. We note your revised disclosure in response to our prior comment 4. Please revise to make it clear here and in the Business section that there can be no assurance that your intended approach to leverage data from ALX148 trials in one indication will be sufficient for accelerated approval of ALX148 in other indications. In response to the Staff’s comment, the Company has revised its disclosure on pages 4 and 93 of the Registration Statement. License and Collaboration Agreements, page 82 4. We note your response to our prior comment 7 regarding the aggregate future potential milestone payments to be made for the agreements with The Board of Trustees of the Leland Stanford Junior University and Selexis SA. Material information must be disclosed, even if that information could be considered commercially sensitive. Accordingly, please revise to provide the aggregate future milestone payments for each agreement. In response to the Staff’s comment, the Company has revised its disclosure on pages 84, 111, F-30, F-50 and F-51 of the Registration Statement. Securities and Exchange Commission June 26, 2020 Page 3 Financial Statements Consolidated Balance Sheets as of December 31, 2018 and 2019, page F-6 5. Please revise to remove your pro forma shareholders’ equity as of December 31, 2019. Refer to Rule 11-02(c)(1) of Regulation S-X. In response to the Staff’s comment, the Company has revised its disclosure on page F-6 of the Registration Statement. * * * * Securities and Exchange Commission June 26, 2020 Page 4 Please direct any questions with respect to this letter and the responses set forth above to me at (650) 565-3596 or mcoke@wsgr.com or Christina Poulsen at (650) 849-3245 or cpoulsen@wsgr.com. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Michael E. Coke Michael E. Coke cc: Jaume Pons, Ph.D., ALX Oncology Holdings Inc. Peter Garcia, ALX Oncology Holdings Inc. Jason Trimborn, KPMG LLP Brittany Bockman, KPMG LLP Dave Peinsipp, Cooley LLP Kristin E. VanderPas, Cooley LLP Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.
2020-06-24 - UPLOAD - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
United States securities and exchange commission logo
June 24, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 12, 2020
CIK No. 0001810182
Dear Dr. Pons:
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, page 1
1.We note your revisions in response to prior comment 1; however, you continue to make
reference throughout your filing to "promising clinical data" and "promising levels of anti-
tumor activity." As safety and efficacy determinations are solely within the FDA's
authority and they continue to be evaluated throughout all phases of clinical trials, please
remove these references. In the Business section, you may present objective data resulting
from your trials without including conclusions related to efficacy.
FirstName LastNameJaume Pons, Ph.D.
Comapany NameALX Oncology Holdings Inc.
June 24, 2020 Page 2
FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 24, 2020
Page 2
Pipeline, page 2
2.We note your response to prior comment 3 that you have not shortened the arrows
representing progress in Phase 1 trials for ALX148 in combination with pembrolizumab
and trastuzumab for solid tumor indications. It appears from the narrative description of
combination trials on pages 104-108 that Phase 1 trials are ongoing. Please revise the
tabular or narrative description, as appropriate, to clarify the precise status of the
combination trials, or explain why the arrows in this section of the pipeline chart
appropriately reflect the status of combination Phase 1 trials as completed.
Our Strategy, page 3
3.We note your revised disclosure in response to our prior comment 4. Please revise to
make it clear here and in the Business section that there can be no assurance that your
intended approach to leverage data from ALX148 trials in one indication will be sufficient
for accelerated approval of ALX148 in other indications.
License and Collaboration Agreements, page 82
4.We note your response to our prior comment 7 regarding the aggregate future potential
milestone payments to be made for the agreements with The Board of Trustees of the
Leland Stanford Junior University and Selexis SA. Material information must be
disclosed, even if that information could be considered commercially sensitive.
Accordingly, please revise to provide the aggregate future milestone payments for each
agreement.
Financial Statements
Consolidated Balance Sheets as of December 31, 2018 and 2019, page F-6
5.Please revise to remove your pro forma shareholders’ equity as of December 31, 2019.
Refer to Rule 11-02(c)(1) of Regulation S-X.
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael E. Coke, Esq.
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 - 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
2020-06-02 - UPLOAD - ALX ONCOLOGY HOLDINGS INC (ALXO) (CIK 0001810182)
United States securities and exchange commission logo
June 1, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Draft Registration Statement on Form S-1
Submitted May 5, 2020
CIK No. 0001810182
Dear Dr. Pons:
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
Prospectus Summary, page 1
1.We note statements in this section and in the Business section regarding the efficacy
and safety of your product candidates. We further note statements that your product
candidates have "demonstrated promising clinical activity" and "promising levels of
activity and safety." Efficacy and safety are determinations that are solely within the
authority of the FDA or similar foreign regulators. You may present clinical trial end
points and objective data resulting from trials without concluding efficacy, and you may
state that your product candidates are well tolerated if true. Please revise these statements
accordingly.
FirstName LastNameJaume Pons, Ph.D.
Comapany NameALX Oncology Holdings Inc.
June 1, 2020 Page 2
FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 2
2.Please revise your statements here and elsewhere in the prospectus that ALX148 has the
potential to become a "cornerstone" or "backbone" of future combination treatments in
oncology. Please also revise your statements in the Business section that ALX is a "first-
in-class" fusion protein and could become the cornerstone of a "best-in-class" treatment
option. These statements imply an expectation of regulatory approval and are
inappropriate given the length of time and uncertainty with respect to securing marketing
approval.
Pipeline, page 2
3.It appears from your disclosure that the Phase 1 trials of ALX148 in combination with
pembrolizumab, trastuzumab and rituximab are ongoing and have not been completed.
Accordingly, please shorten the arrows in your pipeline table to reflect the current stage of
development. Also, please clarify what you mean by "IND" in the first column header.
For example, does this column reflect the completion of IND-enabling studies, or the
submission of an IND?
Our Strategy, page 3
4.We note your disclosure that your strategy is to pursue "fast to market trials" for ALX148.
Please revise this statement and any similar disclosure to remove any implication that you
will be successful in commercializing your product candidates in a rapid or accelerated
manner as such statements are speculative.
Risks Associated with Our Business, page 4
5.We note your disclosure that you will require substantial additional capital to finance your
operations. Please revise to disclose that your current loan agreement restricts your ability
to incur additional indebtedness without the consent of the lenders as discussed on page
12.
Implications of Being an Emerging Growth Company, page 5
6.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.
License and Collaboration Agreements, page 79
7.Please revise to disclose the aggregate future potential milestone payments to be made for
the agreements with The Board of Trustees of the Leland Stanford Junior University and
Selexis SA and when the royalty term is currently expected to expire for all three of the
agreements in this section.
FirstName LastNameJaume Pons, Ph.D.
Comapany NameALX Oncology Holdings Inc.
June 1, 2020 Page 3
FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation
Determination of the Fair Value of Common Stock, page 83
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the most recent valuations of your common stock
leading up to the IPO and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
CD47 Scientific Background, page 89
9.Please revise to indicate what NK-AML stands for in the chart on page 90.
Clinical Development of ALX148 in Hematologic Malignancies, page 97
10.We note the references to "response evaluable" subjects in this section. Please disclose
the number of subjects in the trial where the response was not evaluable and the reasons it
was not evaluable.
Licensing and Intellectual Property, page 104
11.With respect to your owned patents and patent applications, please revise to specify the
product candidates or technologies to which such patents relate, the type of patent
protection that you have, the expiration dates and the material non-U.S. jurisdictions.
Please also specify the type of patent protection for the licensed patents from Leland
Stanford Junior University.
12.We note your disclosure regarding a revoked European patent owned by University
Health Network and The Hospital for Sick Children that may encompass certain therapies
for the treatment of cancer using polypeptides comprising soluble human SIRPa, or a
CD47-binding fragment thereof. Please revise to disclose what effect, if any, you expect
this revoked European patent to have on your patent portfolio and your business.
Non-Employee Directors, page 119
13.Please revise to ensure that you have disclosed the principal occupations and employment
for Director Walmsley over the last five years. Refer to Item 401(e) of Regulation S-K for
guidance.
Certain Relationships and Related-Party Transactions, page 132
14.Please file the agreements with venBio and Tollnine described in this section as exhibits
to the registration statement, or tell us why you do not believe it is required.
FirstName LastNameJaume Pons, Ph.D.
Comapany NameALX Oncology Holdings Inc.
June 1, 2020 Page 4
FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 4
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Michael E. Coke, Esq.
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.
2020-05-22 - CORRESP - Alight, Inc. / Delaware (ALIT) (CIK 0001809104)
CORRESP
1
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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]
2020-05-20 - 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 - 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
2020-04-17 - 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
2020-04-16 - CORRESP - ALLIENT INC (ALNT) (CIK 0000046129)
CORRESP
1
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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 - 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
2020-04-09 - 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
2020-03-26 - 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
2019-08-22 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
August 22, 2019
Vipin K. Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland, 20878
Re:Altimmune, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 9, 2019
File No. 001-32587
Dear Dr. Garg:
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 Healthcare & Insurance
cc: Joseph C. Theis, Jr. - Goodwin Procter LLP
2019-08-19 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm CORRESP August 19, 2019 VIA EDGAR AND OVERNIGHT COURIER U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Irene Paik Re: Altimmune, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 9, 2019 File No. 001-32587 Ladies and Gentlemen: This letter is submitted on behalf of Altimmune, Inc. (the “Company”), to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) raised in your letter dated August 16, 2019 with respect to the Company’s preliminary proxy statement filed with the Commission on August 9, 2019 (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934. The Company is concurrently filing Amendment No. 1 to the Proxy Statement, which includes changes that reflect responses to the Staff’s comments. For convenience of reference, we have set forth the Staff’s comment below, followed by our response. Capitalized terms used in this letter without definition have the same meanings given to them in the Proxy Statement unless otherwise indicated. 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 via Federal Express four (4) copies of this letter. Preliminary Proxy Statement on Schedule 14A Proposal 5, page 27 1. We note that your proposal to approve the issuance of common stock in connection with future milestone payments is a result of your merger with Spitfire Pharma, Inc. Please revise your proxy statement to provide all of the information relating to Spitfire and the merger that is required by Items 11, 13 and 14 of Schedule 14A, as applicable. Please refer to Note A of Schedule 14A. Response: In response to the Staff’s comment, and pursuant to Item 11 of Schedule 14A, the Company has revised the disclosure on pages 5, 27, 28 and 29 of Amendment No. 1 to the Proxy Statement to (i) clarify the calculation of the number of its common stock to be issued upon satisfaction of the milestones (the “Contingent Shares”), (ii) provide a statement on preemptive rights and (iii) state the effect of the issuance of the Contingent Shares upon the rights of existing holders of the Company’s common stock. The Company respectfully notes that the actual number of Contingent Shares is not currently determinable since the number is dependent on the Company’s future share price. Additionally, the Company respectfully notes that pursuant to Item 11(b) of Schedule 14A, because the Contingent Shares are of the same class as the Company’s currently outstanding common stock, the information called for by Item 202 of Regulation S-K is not required other than as set forth in Item 11(b). The Company has also revised the disclosure on pages 44 and 45 of Amendment No. 1 to incorporate by reference the information set forth in Item 13(a). The Company respectfully advises the Staff that it does not believe that Item 14 of Schedule 14A is applicable, and that the information called for therein is not material to, and may potentially mislead, the Company’s stockholders in connection with their voting decision on Proposal 5. Note A to Schedule 14A acknowledges that certain proposals to be acted upon by stockholders may involve the matters described by, and would therefore require the disclosure of information pursuant to, more than one item of Schedule 14A. Note A goes on to provide an example of such a circumstance “where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants’ security holders will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition.” (emphasis added) The Company respectfully submits to the Staff that the instruction in Note A is inapplicable to Proposal 5 because it does not involve a solicitation seeking stockholder approval of the authorization of additional securities which are to be used to acquire another company. Rather, Proposal 5 seeks stockholder approval in accordance with Nasdaq Listing Rule 5635(a) and 5635(b) for the issuance of Contingent Shares upon the satisfaction of future milestones to the extent the issuance of Contingent Shares would exceed 20% of the outstanding shares of the Company before the Acquisition (as defined below) or result in a change of control. While the Company is asking its stockholders to approve the issuance of the Contingent Consideration, these additional shares to be issued, if ever, will not be used for the purpose of consummating the acquisition of Spitfire (the “Acquisition”) or any other assets or company. The Company respectfully notes that the Acquisition closed on July 12, 2019 and the closing was not contingent upon, or subject to, stockholder approval of the Contingent Shares. Under the Company’s organizational documents, Delaware law and the listing rules of Nasdaq, the Company and its board of directors had the authority, without stockholder approval, to consummate the Acquisition and issue the upfront consideration of 1,887,250 unregistered shares of the Company’s common stock. The stockholders’ right is, instead, to vote now on whether the Company may issue the Contingent Shares upon the achievement of the milestones. If the stockholders do not approve Proposal 5 then the Company will settle such contingent obligation in cash as provided for in the Agreement and Plan of Merger and Reorganization relating to the Acquisition without the need for any further action on the part of its stockholders. The Company respectfully submits that the information required by Item 14 of Schedule 14A is not material to an investor. The Company respectfully refers to its letter addressed to the Office of the Chief Accountant, dated May 24, 2019, which set forth, among other items, its analysis for why providing separate stand-alone financial statements for Spitfire would not be meaningful to investors, to which conclusion the Staff concurred. As a result of such conclusion, the acquisition of Spitfire does not require the presentation of financial information pursuant to Rule 3-05 and Article 11 of Regulation S-X, and the Company respectfully submits that the inclusion of any such financials may confuse an investor as to the significance of the Acquisition. Finally, the Company respectfully submits that the inclusion of information required by Item 14 of Schedule 14A may, in fact, be misleading to the Company’s stockholders by suggesting that the Company is asking for their vote, in part, to approve or disapprove of the Acquisition. Item 14(a) of Schedule 14A, “Applicability,” lists the matters for which the subsequent Item 14(b) transaction information is to be provided. These matters are, exclusively, (1) a merger or consolidation; (2) an acquisition of securities of another person; (3) an acquisition of any other going business or the assets of a going business; (4) a sale or other transfer of all or any substantial part of assets; or (5) a liquidation or dissolution. At the Company’s proposed stockholder meeting, no action is to be taken with respect of any such matter. The inclusion of the information set forth in Item 14, if included in the Proxy Statement, may in fact cause confusion regarding the nature of Proposal 5 and mislead stockholders into believing that by voting against Proposal 5 they are voting against the consummation of the Acquisition. We call your attention to the fact that the Proxy Statement already includes disclosure to the effect that the Acquisition has been fully consummated. In light of the foregoing, the Company respectfully submits that the information required by Item 14 of Schedule 14A is inapplicable to the decision to be made by the Company’s stockholders with respect to Proposal 5. * * * If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1928. Very truly yours, /s/ Joseph C. Theis, Jr. Joseph C. Theis, Jr., Esq. Enclosures: cc: Vipin K. Garg, Ph.D., Chief Executive Officer, Altimmune, Inc. William Brown, Chief Financial Officer, Altimmune, Inc. Seo Salimi, Esq. Goodwin Procter LLP
2019-08-16 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
August 16, 2019
Vipin K. Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland, 20878
Re:Altimmune, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 9, 2019
File No. 001-32587
Dear Dr. Garg:
We have reviewed your filing 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
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed August 9, 2019
Proposal 5 — Approval of the Issuance of our Common Stock in Connection with Milestone
Payments..., page 27
1.We note that your proposal to approve the issuance of common stock in connection with
future milestone payments is a result of your merger with Spitfire Pharma, Inc. Please
revise your proxy statement to provide all of the information relating to Spitfire and the
merger that is required by Items 11, 13 and 14 of Schedule 14A, as applicable. Please
refer to Note A of Schedule 14A.
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 LastNameVipin K. Garg
Comapany NameAltimmune, Inc.
August 16, 2019 Page 2
FirstName LastName
Vipin K. Garg
Altimmune, Inc.
August 16, 2019
Page 2
Please contact Irene Paik at 202-551-6553 or Joe McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joseph C. Theis, Jr. - Goodwin Procter LLP
2019-07-23 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
July 23 , 201 9 Via E-mail Erez Antebi Chief Executive Officer Allot Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Ltd. Form 20-F for the Fiscal Year Ended December 31, 201 8 Filed March 1 9, 2019 File No. 1 -33129 Dear Mr. Antebi : We refer you to our comment letter dated June 28, 2019 regarding potential business contacts with Syria, Sudan and North Korea . We have completed our review of this subject matter. 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, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Alberto Sessa Chief Financial Officer Barbara Jacobs Assistant Director
2019-07-10 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
July 10, 2019
VIA EDGAR & E-MAIL
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Ms. Cecilia Blye
Chief, Office of Global Security Risk
Division of Corporation Finance
Dear Ms. Blye:
On behalf of our client, Allot Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
the Company’s responses to the Staff’s comment letter dated June 28, 2019 (the “Comment Letter”) with respect to the above-referenced filing of the Company under the Securities Exchange Act of 1934, as amended. For ease of reference, the comment
contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The information included herein has been provided to us by management of the Company.
Comment
1.
Your website provides a section on supported protocols which includes an entry dated October 19, 2015 for the Allot DART Protocol Pack, and it states that you refined certain VPN applications including
Freegate which is used by millions in several countries including North Korea. Third party websites continue to state that Freegate is used in North Korea. Also, the transcript of your fourth quarter 2018 earnings call quotes your Chief
Executive Officer as stating that Vodafone is one of your largest security customers, and that in December Telefonica launched their service in Spain based on the Allot NetworkSecure product. Those companies appear to offer
telecommunications services in Syria and Sudan. Syria, Sudan and North Korea are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and/or export controls. Your Form 20-F
does not provide disclosure about those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, and with North Korea since
November 20, 2017, the date that it was designated, including with their governments, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements.
United States Securities and Exchange Commission
July 10, 2019
Response:
The Company derives a significant portion of its revenue from direct sales to large mobile and fixed-line communication service providers (“CSPs”) such as Vodafone and Telefonica (“Direct Sales”),
and derives the remainder of its revenue from sales made through a network of channel partners (“Indirect Sales”) consisting of distributors, resellers, original equipment manufacturers (OEMs) and system integrators (each, a “Channel Partner”). In
2018, the Company derived approximately 52% of its revenues from Direct Sales and approximately 48% from Indirect Sales.
The Company has adopted a Trade Control Compliance Policy (the “Policy”) that prohibits all Direct Sales and Indirect Sales to, and other illicit activities with, sanctioned countries, entities and
persons. The Policy sets forth various procedures that the Company follows in connection with its implementation.
The Company and its subsidiaries did not and do not make Direct Sales to any entity or individual in Syria, Sudan, or North Korea and do not anticipate doing so in the future. Moreover, the Company
has not entered into any agreements, commercial arrangements or other contracts with the governments of Syria, Sudan, or North Korea, or entities controlled by those governments, and it does not anticipate doing so in the future.
In connection with Indirect Sales, consistent with the Company’s policies, none of the Company’s contracts with its Channel Partners authorize or contemplate any activities with Syria, Sudan, or
North Korea, and the Company does not intend to authorize any Channel Partner to engage in such activities with those countries in the future. The Company is not aware of any Channel Partner making Indirect Sales to entities or individuals in those
countries.
The Company’s products, which incorporate the Allot DART Protocol Pack, employ multiple deep packet inspection (DPI) and analytical methods to identify network traffic by subscriber, application,
device and network topology. Among other things, this enables service providers and enterprises to optimize network bandwidth that different types of applications consume. “Freegate” is a third-party software product and one of many tens of
different network protocols that the Company’s products can identify. Identifying different network protocols allows the Company’s customers – generally large CSPs – to quantify the network bandwidth consumed by parties using Freegate. The Company
has no involvement whatsoever in the use or distribution of Freegate. The Company therefore has no direct or indirect involvement with parties located in North Korea arising from the detection of Freegate use by the Allot DART Protocol Pack.
Vodafone and Telefonica are significant customers of the Company. Both Vodafone and Telefonica use the Company’s products to monitor and regulate internet traffic on their networks for safety,
optimization and billing purposes. In the case of both Vodafone and Telefonica, the Company’s sales are made pursuant to a framework agreement pursuant to which the Company’s products are installed for specific projects within identified countries,
none of which are sanctioned countries. In addition, the Company’s products require corresponding network infrastructure and ongoing support and maintenance services provided by the Company in order to function and neither Vodafone nor Telefonica,
to the Company’s knowledge, operates network infrastructure in sanctioned countries. The Company therefore has no direct or indirect involvement with parties located in Syria or Sudan arising from the use by Vodafone or Telefonica of the Company’s
products.
2
United States Securities and Exchange Commission
July 10, 2019
* * *
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, that Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to its filings, 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 do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Colin Diamond
Colin Diamond
cc:
Rael Kolevsohn, Vice President and General Counsel, Allot Ltd.
3
2019-06-28 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
June 28 , 201 9 Via E-mail Erez Antebi Chief Executive Officer Allot Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Ltd. Form 20-F for the Fiscal Year Ended December 31, 201 8 Filed March 1 9, 2019 File No. 1 -33129 Dear Mr. Antebi : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosur e. Please respond to these comments within ten busine ss days by providing the requested information or advis e 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 yo ur response. After reviewing your response to these comments, we may have additional comments. General 1. Your website provides a section on supported protocols which includes an entry dated October 19, 2015 for the Allot DART Protocol Pack, and it sta tes that you refined certain VPN applications including Freegate which is used by millions in several countries including North Korea. Third party websites continue to state that Freegate is used in North Korea. Also, the transcript of your fourth quarte r 2018 earnings call quotes your Chief Executive Officer as stating that Vodafone is one of your largest security customers, and that in December Telefonica launched their service in Spain based on the Allot NetworkSecure product. Those companies appear t o offer telecommunications services in Syria and Sudan. Syria, Sudan and North Korea are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and/or export controls. Your Form 20 -F does not provide disclosure about Erez Antebi Allot Ltd. June 28, 2019 Page 2 those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, and with North Korea since November 20, 2017, the date that it was designated, including with their governments, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filin g 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: 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 Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Alberto Sessa Chief Financial Officer Barbara Jacobs Assistant Director
2019-04-15 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
April 11, 2019
Vipin Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, MD
Re:Altimmune, Inc.
Registration Statement on Form S-3
Filed April 4, 2019
File No. 333-230723
Dear Dr. Garg:
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 Joe McCann at 202-551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
2019-04-11 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm CORRESP [Company Letterhead] April 11, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Altimmune, Inc. Registration Statement on Form S-3 Filed on April 4, 2019 File No. 333-230723 Ladies and Gentleman: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Altimmune, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-230723), to 4:00 p.m., Eastern Time, on April 11, 2019 or as soon as practicable thereafter. In connection with this request, the Registrant acknowledges that: (1) should the Securities and Exchange Commission (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; (2) 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 (3) 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 Company requests that it be notified of such effectiveness by a telephone call to Will Brown at (334) 313-2319. Very truly yours, Altimmune, Inc. By: /s/ Will Brown Name: Will Brown Title: Acting Chief Financial Officer
2019-04-11 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm CORRESP [Company Letterhead] April 11, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Altimmune, Inc. Registration Statement on Form S-3 Filed on April 4, 2019 File No. 333-230723 Ladies and Gentleman: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Altimmune, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-230723), to 4:00 p.m., Eastern Time, on April 12, 2019 or as soon as practicable thereafter. We hereby simultaneously withdraw our prior request for effectiveness as of April 11, 2019. In connection with this request, the Registrant acknowledges that: (1) should the Securities and Exchange Commission (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; (2) 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 (3) 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 Company requests that it be notified of such effectiveness by a telephone call to Will Brown at (334) 313-2319. Very truly yours, Altimmune, Inc. By: /s/ Will Brown Name: Will Brown Title: Acting Chief Financial Officer
2019-03-21 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
March 20, 2019
John M. Maraganore, Ph.D.
Chief Executive Officer
Alnylam Pharmaceuticals, Inc.
300 Third Street
Cambridge, MA 02142
Re:Alnylam Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 11, 2019
File No. 001-36407
Dear Dr. Maraganore:
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 Healthcare & Insurance
cc: Gregg L. Katz, Esq.
2019-02-11 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis APPlife Digital Solutions, Inc. 338 North Market Street, #161 San Jose, CA 95110 February 11, 2019 United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services Attn: Michael Foland, Staff Attorney 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions, Inc. Registration Statement on Form S-1/A File No. 333-227878 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 February 13, 2019, at 4:00 p.m., Eastern Standard 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/ Matt Reid Matt Reid Chief Executive Officer
2019-02-05 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
February 4, 2019
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions, Inc.
338 North Market Street, #161
San Jose, CA 95110
Re:APPlife Digital Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 26, 2018
File No. 333-227878
Dear Mr. Reid:
We have reviewed your amended registration statement and have the following
comment. 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
Selling Security Holders, page 14
1.Please disclose the nature of any position, office, or other material relationship that each
selling security holder has had within the past three years with the company as required by
Item 507 of Regulation S-K. In addition, please describe how the selling shareholders
acquired their shares. Please refer to Regulation S-K Compliance and Disclosure Question
140.02.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 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 Foland, Staff
Attorney, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions, Inc.
February 4, 2019 Page 2
FirstName LastName
Matthew Reid
APPlife Digital Solutions, Inc.
February 4, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc: Chase Chandler
2018-12-26 - CORRESP - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
CORRESP 1 filename1.htm Management’s Discussion and Analysis December 26, 2018 United States Securities and Exchange Commission Division of Corporation Finance Attn: Michael Foland, Attorney-Advisor 100 F Street, N.E. Washington, DC 20549 Re:APPlife Digital Solutions Inc. Registration Statement on Form S-1 Filed October 18, 2018 File No. 333-227878 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 November 16, 2018 (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: Prospectus Cover, page 3 1.Please revise to disclose on the prospectus cover page that the selling shareholders are offering 3,611,552 shares in this offering. Clarify your statement on page 12 that this is a primary offering. Revise the cover page to also disclose a fixed price at which the selling securityholders will sell their shares until such time as the common stock is listed on a national securities exchange, or quoted on the OTC Bulletin Board, OTCQX or OTCQB. We note your reference to an offering price of $0.0875 per share of common stock on page 10. Response: We have revised as instructed. Management's Discussion and Analysis of Fiscal Condition and Results of Operation Investing Activities, page 18 2.Please discuss the obligations you have as the exclusive marketing and development partner for Smartrade. Please disclose any material risks or challenges that may be posed by your relationship with this platform. In this regard, it appears that Smartrade is not registered as a national securities exchange, alternative trading system, or broker-dealer under the Securities Exchange Act of 1934 but appears to be engaged in the facilitation of securities transactions in the United States. Response: We have revised as instructed. Marketing Strategy, page 20 3.You disclose that you have "agreed to terms" with Lesly Bernard and Natalia Bruschi regarding your Drinx and Rooster apps, respectively. Please provide a description of the material terms of your agreement with each person to market your product. Response: We have revised as instructed. Directors, Executive Officers, Promoters and Control Persons, page 21 4.Please identify the companies at which Matthew Reid worked during the past five years and the dates of his employment at each company. See Item 401(e) of Regulation S-K. Response: During the last five years, Mr. Reid has not worked at any other companies. We have updated his biographical information to clarify. Recent Sales of Unregistered Securities, page 22 5.We note that Matthew Reid received 90,000,000 shares from the company as compensation for his services but that he currently owns 102,239,209 shares. Please explain whether there were additional sales of unregistered securities to Mr. Reid. Response: Matthew Reid was issued 12,239,209 founders shares at inception of the company. We have revised to disclose this fact. Note 2. Investment in Smartrade Exchange Services, Inc., page 37 6.We note that you entered into an agreement to purchase 21% of Smartrade for $450,000 in various tranches based on defined milestones and you agreed to purchase an additional 3% of the total common stock. We further note that you hold one of five seats on the Board of Directors and you are the exclusive marketing and development partner for Smartrade. These factors suggest that you have the ability to exercise significant influence over Smartrade. In this regard, tell us why this investment is being accounted for as a cost investment instead of applying the equity method. We refer you to ASC 323-10-15-3 and 6(a) & (b). In addition, if the investment is accounted for under the equity method you are required to provide the disclosures outlined in Rule 8-03(b)(3) of Regulation S-X. Response: In connection with the Company’s investment in Smartrade, the Company obtained a right to appoint one member to the board of Smartrade which is contemplated to consist of five board members. However, through the date of this letter, Smartrade has not established a formalized board of directors and the powers of the board of directors have not been defined. Smartrade is currently managed by its CEO, CFO and COO who collectively own approximately 56% of Smartrade and have the authority to make all decisions in the ordinary course of business. There is no legal agreement that specifies the role of the board in making decisions at Smartrade and there is no list of matters which require board approval that the Company can meaningfully participate in. Further, the other four board members include the CEO, CFO, COO and an investor but details such as timing, frequency, quorum and voting rights of members at board meetings have not been defined and no voting structures that have been determined. Therefore, it is unclear whether the Company will have the ability to vote and participate meaningfully at such meetings if they occur. Based on these facts, the Company considered the guidance in ASC 323-10-15-6 to asses if it has the ability to exercise significant influence over the operating and financial policies of Smartrade. Absent a formalized governance document and structure that allows the Company to participate meaningfully in financial and operating matters of Smartrade, the Company does not have the ability to participate in or influence such decisions. Therefore, the Company concluded that merely by virtue of its board seat it does not have significant influence over Smartrade. Further, as part of its investment, the Company also has the right to approve any material changes to Smartrade’s branding and marketing strategy in the cryptocurrency mining and exchange procedures. The Company evaluated this right and determined that the right is akin to a protective right since only material changes outside the ordinary course of business require the Company’s approval. The Company does not view this right to be participative in nature and therefore concluded that this right does not constitute significant influence over the financial and operating activities of Smartrade. Additionally, the Company only owned 4.66% of Smartrade at June 30, 2018 and these shared had not yet been paid for as of that date, nor did the Company have the necessary funds to make that payment. Based on these factors, the Company concluded that it does not have significant influence over Smartade. In addition, the Company also removed the following language in the S-1 “As part of the investment, we became the exclusive marketing and development partner for Smartrade,” since the Company acknowledges that it does not clearly represent its relationship with Smartrade. The Company will continue to monitor changes to the board/governance of Smartrade and once a board is established and the powers of the board have been clearly defined, the Company would reassess its current accounting at such time. 7.Please tell us how you considered Rule 8-04 of Regulation S-X in evaluating whether you are required to include audited consolidated financial statements of Smartrade. Response: As noted in our response to comment #6 above, the Company concluded that the Smartrade investment would continue to be accounted for under the cost method and therefore the provisions in Rule 8-04 do not apply. General 8.Please include a section to disclose your related party transactions. In this regard, we note that the company received loans from an officer to pay for operating expenses and issued stock to a family member of an officer in exchange for services. See Item 404(d) of Regulation S-K. Response: We have revised as instructed. Thank you for your assistance and review. Sincerely, APPLife Digital Solutions Inc. /s/ Matt Reid_________ President
2018-11-16 - UPLOAD - APPlife Digital Solutions Inc (ALDS) (CIK 0001755101)
November 16, 2018
Matthew Reid
Principal Executive Officer
APPlife Digital Solutions, Inc.
338 North Market Street, #161
San Jose, CA 95110
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed October 18, 2018
File No. 333-227878
Dear Mr. Reid:
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
Prospectus Cover, page 3
1.Please revise to disclose on the prospectus cover page that the selling shareholders are
offering 3,611,552 shares in this offering. Clarify your statement on page 12 that this is a
primary offering. Revise the cover page to also disclose a fixed price at which the selling
securityholders will sell their shares until such time as the common stock is listed on a
national securities exchange, or quoted on the OTC Bulletin Board, OTCQX or OTCQB.
We note your reference to an offering price of $0.0875 per share of common stock on
page 10.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions, Inc.
November 16, 2018 Page 2
FirstName LastNameMatthew Reid
APPlife Digital Solutions, Inc.
November 16, 2018
Page 2
Management's Discussion and Analysis of Fiscal Condition and Results of Operation
Investing Activities, page 18
2.Please discuss the obligations you have as the exclusive marketing and development
partner for Smartrade. Please disclose any material risks or challenges that may be posed
by your relationship with this platform. In this regard, it appears that Smartrade is not
registered as a national securities exchange, alternative trading system, or broker-dealer
under the Securities Exchange Act of 1934 but appears to be engaged in the facilitation of
securities transactions in the United States.
Description of Business
Marketing Strategy, page 20
3.You disclose that you have "agreed to terms" with Lesly Bernard and Natalia Bruschi
regarding your Drinx and Rooster apps, respectively. Please provide a description of the
material terms of your agreement with each person to market your product.
Directors, Executive Officers, Promoters and Control Persons, page 21
4.Please identify the companies at which Matthew Reid worked during the past five years
and the dates of his employment at each company. See Item 401(e) of Regulation S-K.
Recent Sales of Unregistered Securities, page 22
5.We note that Matthew Reid received 90,000,000 shares from the company as
compensation for his services but that he currently owns 102,239,209 shares. Please
explain whether there were additional sales of unregistered securities to Mr. Reid.
Notes the Consolidated Financial Statements
Note 2. Investment in Smartrade Exchange Services, Inc., page 37
6.We note that you entered into an agreement to purchase 21% of Smartrade for $450,000 in
various tranches based on defined milestones and you agreed to purchase an additional 3%
of the total common stock. We further note that you hold one of five seats on the Board
of Directors and you are the exclusive marketing and development partner for Smartrade.
These factors suggest that you have the ability to exercise significant influence over
Smartrade. In this regard, tell us why this investment is being accounted for as a cost
investment instead of applying the equity method. We refer you to ASC 323-10-15-3 and
6(a) & (b). In addition, if the investment is accounted for under the equity method you are
required to provide the disclosures outlined in Rule 8-03(b)(3) of Regulation S-X.
7.Please tell us how you considered Rule 8-04 of Regulation S-X in evaluating whether you
are required to include audited consolidated financial statements of Smartrade.
FirstName LastNameMatthew Reid
Comapany NameAPPlife Digital Solutions, Inc.
November 16, 2018 Page 3
FirstName LastName
Matthew Reid
APPlife Digital Solutions, Inc.
November 16, 2018
Page 3
General
8.Please include a section to disclose your related party transactions. In this regard, we note
that the company received loans from an officer to pay for operating expenses and issued
stock to a family member of an officer in exchange for services. See Item 404(d) 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.
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 Morgan Youngwood, Staff Accountant, at (202) 551-3479 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 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 Information Technologies
and Services
2018-09-27 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm CORRESP ALTIMMUNE, INC. 910 Clopper Road, Suite 201S Gaithersburg, Maryland 20878 September 27, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Ms. Suzanne Hayes, Assistant Director Ms. Irene J. Paik, Attorney Adviser Re: Registration Statement on Form S-1 (File No. 333- 226441) Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same may become effective at 5:00 p.m. (Washington D.C. time) on Thursday, September 27, 2018 or as soon as practicable thereafter. Please contact Ori Solomon of Proskauer Rose LLP, counsel to the Company, at (617) 526-9889 if you have any questions about this letter. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Sincerely, ALTIMMUNE, INC. /s/ William Brown William Brown Acting Chief Financial Officer cc: Ori Solomon, Proskauer Rose LLP
2018-09-27 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm UW Acceleration Request Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 September 27, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Altimmune, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-226441) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, as the sole underwriter, hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Thursday, September 27, 2018, or as soon thereafter as practicable. In making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to the registration statement. [Signature Page Follows] Very truly yours, ROTH CAPITAL PARTNERS, LLC, As the Sole Underwriter By: /s/ Aaron M. Gurewitz Name: Title: Aaron M. Gurewitz Head of Equity Capital Markets
2018-08-08 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
August 8, 2018
William Enright
President and Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland 20878
Re:Altimmune, Inc.
Registration Statement on Form S-1
Filed July 30, 2018
File No. 333-226441
Dear Mr. Enright:
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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Stuart Bressman, Esq. - Proskauer Rose LLP
2018-05-29 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
May 29, 2018
Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-33166
Dear Mr. Sheldon:
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.
Division of Corporation Finance
Office of Transportation and Leisure
2018-05-23 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm Document May 23, 2018 Mr. Lyn Shenk Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Form 10-K for Fiscal Year Ended December 31, 2017 File No. 001-33166 Dear Mr. Shenk: This letter is in response to the Staff’s comment letter issued May 14, 2018, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”). The following responds to the item numbers in the Staff’s comment letter: Item 9a. Control and Procedures Evaluation of disclosure controls and procedures., page 67 1. Your conclusion refers only to a portion of disclosure controls and procedures defined by Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your conclusion applies only to the portion referred to. Please confirm to us and revise to clarify, if true, that your conclusion is in regard to the entirety of disclosure controls and procedures as defined. Company Response: We confirm that the conclusion of our Chief Executive Officer and Chief Financial Officer applies to the entirety of disclosure controls and procedures as defined. In future filings we will revise the disclosure to include the entire definition to read as follows: “Controls and Procedures Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, under the supervision and with the participation of our management, including our CEO and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of 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 that evaluation, management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.” The Company hereby acknowledges that: • The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”); • SEC staff comments or changes in disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filings; and • The Company may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States. Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter. Very truly yours, /s/ Robert B. Goldberg Robert B. Goldberg Counsel to the Company cc: Scott Sheldon, Chief Financial Officer
2018-05-14 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
May 14, 2018
Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-33166
Dear Mr. Sheldon:
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 Fiscal Year Ended December 31, 2017
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures., page 67
1.Your conclusion refers only to a portion of disclosure controls and procedures defined by
Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your conclusion
applies only to the portion referred to. Please confirm to us and revise to clarify, if true,
that your conclusion is in regard to the entirety of disclosure controls and procedures as
defined.
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 LastNameScott Sheldon
Comapany NameAllegiant Travel Company
May 14, 2018 Page 2
FirstName LastName
Scott Sheldon
Allegiant Travel Company
May 14, 2018
Page 2
You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure
2018-05-08 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
May 8, 2018
Mats Backman
Chief Financial Officer
AUTOLIV INC
Klarabergsviadukten 70, Section B7, SE-111 64
Box 70381, SE-107 24
Stockholm, Sweden
Re:AUTOLIV, Inc.
Form 10-K for the Year Ended December 31, 2017
Filed February 22, 2018
File No. 001-12933
Dear Mr. Backman:
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.
Division of Corporation Finance
Office of Transportation and Leisure
2018-04-27 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP April 27, 2018 Melissa Raminpour Branch Chief Office of Transportation and Leisure Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 22, 2018 File No. 001-12933 Dear Ms. Raminpour: We hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission, as set forth in the Staff’s letter of comments dated April 11, 2018 (the “Comment Letter”), to the above referenced filing 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, 2017 Management’s Discussion and Analysis of Financial Condition and Results of Operations Items Affecting Comparability, page 36 1. We note from footnote 1 that your reconciliation adjusts the listed GAAP measures for capacity alignments and antitrust measures during 2015-2017, separation of your business segments (2017), and goodwill impairment (2017). Please revise to separately present each adjustment to your GAAP measures rather than disclosing them on an aggregate basis. Your reconciliations within your earnings release furnished on Form 8-K should be similarly revised. RESPONSE: We acknowledge the Staff’s comment and confirm that in future filings, beginning with our Earnings Release furnished with the Company’s Current Report on Form 8-K for the quarter ended March 31, 2018, and to the extent non-GAAP measures are included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 or our Annual Report on Form 10-K for the year ended December 31, 2018, we will separately present each adjustment to the GAAP measures rather than disclosing them on an aggregate basis. United States Securities and Exchange Commission Page 2 Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk, page 57 2. Please clarify your statement in the first sentence of the second paragraph that a one percentage point interest rate increase would reduce net interest expense. It is unclear why an increase in rates would decrease expense. Please advise. RESPONSE: This conclusion is based on our capital structure as of December 31, 2017 where our gross fixed-rate debt was $1,321 million out of total debt of $1,341 million. Thus, a change in the interest rate environment (i.e., an increase in baseline rates) would not have a notable impact on the Company’s interest expense. As of December 31, 2017, the Company had $960 million in cash and cash equivalents that were subject to a floating interest rate. We calculated approximately $900 million of the $960 million would be affected if interest rates increased and we therefore concluded an interest rate increase would have a positive impact on our interest income. Taking the cash and cash equivalents level of $900 million (which is primarily subject to floating interest rates) minus the portion of local debt carrying floating interest rates, we estimated that a one-percentage point interest rate increase would increase interest income and thereby reduce net interest expense by approximately $9 million, both in 2018 and 2019. In future filings we will, beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, to the extent applicable, provide additional information as described above so as to clarify how the interest rate increase reduced our net interest expense. Calculation of Leverage Ratio (Dollars in Millions), page 58 3. We note your reconciliation of EBITDA for purposes of your leverage ratio calculation begins with income before income taxes. Please be advised earnings is intended to represent net income as presented on the statement of operations under GAAP. In this regard, please revise to begin your EBITDA reconciliation with net income. Refer to Question 103.01 of the updated Compliance and Disclosure Interpretations with respect to Non-GAAP Financial Measures issued on May 17, 2016 for further guidance. Your reconciliation within your earnings release furnished on Form 8-K should be similarly revised. RESPONSE: We acknowledge the Staff’s comment and confirm that in future filings, beginning with our Earnings Release furnished with the Company’s Current Report on Form 8-K for the quarter ended March 31, 2018 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, we will begin our EBITDA reconciliations with net income in accordance with Question 103.01 of the updated Compliance and Disclosure Interpretations. United States Securities and Exchange Commission Page 3 Financial Statements Notes to Consolidated Financial Statements 3. Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Non-recurring Basis, page 77 4. Please revise to present your disclosures related to the fair-value measurements of assets and liabilities measured on a non-recurring basis in a tabular format as required by ASC 820-10-50-8. RESPONSE: We acknowledge the Staff’s comment and confirm that in future filings, beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, we will present disclosures related to the fair-value measurements of assets and liabilities measured on a non-recurring basis in a tabular format as required by ASC 820-10-50-8. If you have any questions please do not hesitate to contact me. Sincerely, /s/ Mats Backman Mats Backman Chief Financial Officer Cc: Lars Sjöbring, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2018-04-11 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
April 11, 2018
Mats Backman
Chief Financial Officer
AUTOLIV INC
Klarabergsviadukten 70, Section B7, SE-111 64
Box 70381, SE-107 24
Stockholm, Sweden
Re:AUTOLIV, Inc.
Form 10-K for the Year Ended December 31, 2017
Filed February 22, 2018
File No. 001-12933
Dear Mr. Backman:
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 Year Ended December 31, 2017
Management's Discussion and Analysis of Financial Condition and Results of Operations
Items Affecting Comparability, page 36
1.We note from footnote 1 that your reconciliation adjusts the listed GAAP measures for
capacity alignments and antitrust measures during 2015-2017, separation of your business
segments (2017), and goodwill impairment (2017). Please revise to separately present
each adjustment to your GAAP measures rather than disclosing them on an
aggregate basis. Your reconciliations within your earnings release furnished on Form 8-K
should be similarly revised.
FirstName LastNameMats Backman
Comapany NameAUTOLIV INC
June 16, 2017 Page 2
FirstName LastName
Mats Backman
AUTOLIV INC
April 11, 2018
Page 2
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 57
2.Please clarify your statement in the first sentence of the second paragraph that a one-
percentage point interest rate increase would reduce net interest expense. It is unclear
why an increase in rates would decrease expense. Please advise.
Calculation of Leverage Ratio (Dollars in Millions), page 58
3.We note your reconciliation of EBITDA for purposes of your leverage ratio calculation
begins with income before income taxes. Please be advised earnings is intended to
represent net income as presented on the statement of operations under GAAP. In this
regard, please revise to begin your EBITDA reconciliation with net income. Refer to
Question 103.01 of the updated Compliance and Disclosure Iterpretations with respect to
Non-GAAP Financial Measures issued on May 17, 2016 for further guidance. Your
reconciliation within your earnings release furnished on Form 8-K should be similarly
revised.
Financial Statements
Notes to Consolidated Financial Statements
3. Fair Value Measurements
Assets and Liabilities Measure at Fair Value on a Non-recurring Basis, page 77
4.Please revise to present your disclosures related to the fair-value measurements of assets
and liabilities measures on a nonrecurring basis in a tabular format as required by ASC
820-10-50-8.
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 Raminpour at 202-551-3379
with any questions.
Division of Corporation Finance
Office of Transportation and Leisure
2018-01-23 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
January 23, 2018
Michael P. Mason
Vice President of Finance and Treasurer
Alnylam Pharmaceuticals, Inc.
300 Third Street
Cambridge, MA 02142
ALNYLAM PHARMACEUTICALS, INC.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 15, 2017
File No. 001-36407Re:
Dear Mr. Mason:
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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
2018-01-19 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm CORRESP Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 January 19, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Frank Wyman and Jim Rosenberg, Office of Healthcare & Insurance RE: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 15, 2017 File No. 001-36407 Dear Messrs. Wyman and Rosenberg: This letter is being furnished in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Commission’s letter dated January 8, 2018 (the “Comment Letter”) to Michael P. Mason, Vice President of Finance and Treasurer of Alnylam Pharmaceuticals, Inc. (the “Company”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the documents incorporated by reference therein. The responses set forth below have been organized in the same manner in which the Commission’s comments and headings were organized in the Comment Letter. Comment: Notes to the Consolidated Financial Statements – 3. Significant Agreements, page 97 We acknowledge the information provided in your response to our prior comment 1 of our November 27, 2017 comment letter. As required by ASC 730-20-50-1b, please confirm to us that you will disclose herein the costs incurred for each of your significant agreements. We would expect the amount disclosed to include the costs you provided in your response and your reasonable estimate of other costs incurred albeit for which you may not track separately for each agreement. In this regard, it would appear that a reasonable estimate would be attainable, given that you track hours incurred for the purpose of billing your counterparties. Finally, we believe additional disclosure in your research and development expense discussion of your MD&A of the nature and amount of research and development costs incurred related to your agreements would be informative. Response In future periodic filings, including the Form 10-K for the fiscal year ended December 31, 2017, the Company will revise its disclosure to disclose the costs incurred for each of the Company’s significant agreements, including the costs provided in the Company’s response letter dated December 11, 2017, and a reasonable estimate of other costs incurred, and the Company will include additional disclosure in the research and development expense discussion of MD&A of the nature and amount of research and development costs incurred related to its significant agreements. Messrs. Frank Wyman and Jim Rosenberg U.S. Securities and Exchange Commission January 19, 2018 Page 2 If you have any questions with regard to the Company’s responses or would like to discuss any of the matters covered in this letter, please contact the undersigned at (617) 551-8200 or Gregg L. Katz of Goodwin Procter LLP, the Company’s outside counsel, at (617) 570-1000. Sincerely, /s/ Michael P. Mason Michael P. Mason Vice President, Finance and Treasurer
2018-01-10 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
January 8, 2018
Michael P. Mason
Vice President of Finance and Treasurer
Alnylam Pharmaceuticals, Inc.
300 Third Street
Cambridge, MA 02142
Re:ALNYLAM PHARMACEUTICALS, INC.
Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 15, 2017
File No. 001-36407
Dear Mr. Mason:
We have reviewed your December 11, 2017 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 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.
Notes to Consolidated Financial Statements
3. Significant Agreements, page 97
1.We acknowledge the information provided in your response to our prior comment 1 of
our November 27, 2017 comment letter. As required by ASC 730-20-50-1b, please
confirm to us that you will disclose herein the costs incurred for each of your significant
agreements. We would expect the amount disclosed to include the costs you provided in
your response and your reasonable estimate of other costs incurred albeit for which you
may not track separately for each agreement. In this regard, it would appear that a
reasonable estimate would be attainable, given that you track hours incurred for the
purpose of billing your counterparties. Finally, we believe additional disclosure in your
research and development expense discussion of your MD&A of the nature and amount
of research and development costs incurred related to your agreements would be
FirstName LastNameMichael P. Mason
Comapany NameAlnylam Pharmaceuticals, Inc.
June 16, 2017 Page 2
FirstName LastName
Michael P. Mason
Alnylam Pharmaceuticals, Inc.
January 8, 2018
Page 2
informative.
You may contact Frank Wyman at 202-551-3660 or Jim Rosenberg at 202-551-3679
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
2017-12-11 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm CORRESP Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 December 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Frank Wyman and Jim Rosenberg, Office of Healthcare & Insurance RE: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 15, 2017 File No. 001-36407 Dear Messrs. Wyman and Rosenberg: This letter is being furnished in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Commission’s letter dated November 27, 2017 (the “Comment Letter”) to Michael P. Mason, Vice President of Finance and Treasurer of Alnylam Pharmaceuticals, Inc. (the “Company”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the documents incorporated by reference therein. The responses set forth below have been organized in the same manner in which the Commission’s comments and headings were organized in the Comment Letter. Comment: Notes to the Consolidated Financial Statements – 3. Significant Agreements, page 97 For each significant agreement, please provide us a schedule by type and amount of costs incurred included in research and development expenses for the years ended December 31, 2015 and 2016 and for the nine months ended September 30, 2017. Also provide us a similar schedule for general and administrative expenses or confirm that you have not incurred material general and administrative expenses related to your significant agreements. Messrs. Frank Wyman and Jim Rosenberg U.S. Securities and Exchange Commission December 11, 2017 Page 2 Response The research and development costs incurred for each significant agreement during the periods referenced above primarily consist of costs incurred for external development and manufacturing services for which the Company is reimbursed and licensing payments made to the licensor. As noted in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a significant portion of the Company’s research and development costs, including overhead and compensation and related costs, are not tracked by project as they benefit multiple projects or the Company’s technology platform. For the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2017, the Company did not incur material general and administrative expenses related to its significant agreements. The Company has provided to the Staff, under separate cover and on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, additional information requested in the Staff’s comment. The Company also has requested confidential treatment of this information pursuant to 17 C.F.R. § 200.83. If you have any questions with regard to the Company’s responses or would like to discuss any of the matters covered in this letter, please contact the undersigned at (617) 551-8200 or Gregg L. Katz of Goodwin Procter LLP, the Company’s outside counsel, at (617) 570-1000. Sincerely, /s/ Michael P. Mason Michael P. Mason Vice President, Finance and Treasurer
2017-11-28 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
November 27, 2017
Michael P. Mason
Vice President of Finance and Treasurer
Alnylam Pharmaceuticals, Inc.
300 Third Street
Cambridge, MA 02142
Re:ALNYLAM PHARMACEUTICALS, INC.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 15, 2017
File No. 001-36407
Dear Mr. Mason:
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 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 Year Ended December 31, 2016
Notes to Consolidated Financial Statements
3. Significant Agreements , page 97
1.For each significant agreement, please provide us a schedule by type and amount of costs
incurred included in research and development expenses for the years ended December
31, 2015 and 2016 and for the nine months ended September 30, 2017. Also provide us a
similar schedule for general and administrative expenses or confirm that you have not
incurred material general and administrative expenses related to your significant
agreements.
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 LastNameMichael P. Mason
Comapany NameAlnylam Pharmaceuticals, Inc.
June 16, 2017 Page 2
FirstName LastName
Michael P. Mason
Alnylam Pharmaceuticals, Inc.
November 27, 2017
Page 2
absence of action by the staff.
You may contact Frank Wyman at 202-551-3660 or Jim Rosenberg at 202-551-3679
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
2017-10-10 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
October 10, 2017 Scott Sheldon Chief Financial Officer Allegiant Travel Company 1201 N. Town Center Drive Las Vegas, NV 80144 Re: Allegiant Travel Company Form 10 -K for Fiscal Year E nded December 31, 2016 Filed February 24, 2017 File No. 001 -33166 Dear Mr. Sheldon: 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 the ir disclosure s, notwithstanding any review, comments, action or absence of action by the staff . Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief Office of Transportation and Leisure
2017-09-13 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm Document September 12, 2017 Mr. Lyn Shenk Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Form 10-K for Fiscal Year Ended December 31, 2016 File No. 001-33166 Dear Mr. Shenk: This letter is in response to the Staff’s comment letter issued August 8, 2017, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”). The following responds to the item numbers in the Staff’s comment letter: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Trends, page 29 1. Please quantify the total expected impact of the retirement of the MD-80 aircraft on the related accelerated depreciation expense. Company Response: We note the Staff’s comment. In future filings, we will expand our disclosure to include the future expected impact of accelerated depreciation due to the retirement of our MD-80 aircraft. Supplementally, please be advised that the depreciation expense on the Company’s MD-80 aircraft declined from $42.5 million in 2015 to $30.0 million in 2016 as the MD-80 aircraft neared full depreciation (consistent with the Company’s statement in the Management’s Discussion and Analysis section of the Form 10-K for the year ended December 31, 2016). For the first six months of 2017, depreciation expense on the MD-80 aircraft was $11.3 million and is expected to be $9.1 million for the second half of 2017 for a total of $20.4 million in 2017 (subject to change). This represents an increase in MD-80 depreciation expense over what we had previously expected due to the accelerated retirement schedule of these aircraft we announced in late 2016. Then, as more of our MD-80 aircraft are retired in 2017, 2018 and 2019, the depreciation expense for our MD-80 aircraft is expected to decline to $12.8 million and $5.6 million for 2018 and 2019, respectively (subject to change). As indicated above, we will include further detail about our MD-80 aircraft depreciation in future filings. Results of Operations, page 30 2. We note that depreciation in future periods will outpace prior periods due to several factors including the retirement of the MD-80 aircraft, the addition of new aircraft into service, as well as major maintenance of your Airbus aircraft under the deferral method of accounting. Please revise your discussion of changes in depreciation between periods to quantify each of the above factors’ contribution to the overall change in the amount. Company Response: We note the Staff’s comment. In future filings, we will enhance our analysis to quantify period over period changes in depreciation due to acceleration of the retirement of MD-80 aircraft, addition of new and used aircraft into service, and amortization of major maintenance of Airbus aircraft under the deferral method of accounting. Supplementally, please note our statement concerning our expectation that depreciation expense in 2017 will outpace prior periods for the reasons noted appeared in our Form 10-Q for first quarter 2017. Our total depreciation and amortization expense increased from $98.1 million in 2015 to $105.2 million in 2016 largely as a result of the increased number of Airbus aircraft in our fleet as Airbus depreciation expense increased from $31.0 million in 2015 to $44.9 million in 2016. During the first six months of 2017, we recognized $11.3 million of depreciation expense on our MD-80 aircraft (an increase over the amount previously anticipated), $26.2 million of Airbus depreciation (in line with the increasing number of Airbus aircraft) and $2.9 million of Airbus major maintenance amortization (compared to only $1.5 million of such amortization in all of 2016 as we did not incur any Airbus major maintenance expenses until second quarter 2016). As we indicated in our Form 10-Q for first quarter 2017, all of these factors have contributed to increased depreciation expense in 2017. As indicated above, we will provide the actual breakdown in future filings. The Company hereby acknowledges that: • The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”); • SEC staff comments or changes in disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filings; and • The Company may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States. Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter. Very truly yours, /s/ Robert B. Goldberg Robert B. Goldberg Counsel to the Company cc: Scott Sheldon, Chief Financial Officer
2017-08-08 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
Mail Stop 3561 August 8, 2017 Scott Sheldon Chief Financial Officer Allegiant Travel Company 1201 N. Town Center Drive Las Vegas, NV 80144 Re: Allegiant Travel Company Form 10-K for the fiscal year ended December 31, 2016 Filed February 24, 2017 File No. 001-33166 Dear Mr. Sheldon : 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 busine ss days by providing the requested information or advis e 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 3 1, 2016 Trends, page 29 1. Please quantify the total expected impact of the retirement of the MD -80 aircraft on the related accelerated depreciation expense . Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 30 2. We note that depreciation in future periods will outpace prior periods due to several factors including the retirement of the MD -80 aircraft, the addition of new aircraft into service, as well as major maintenance of your Air bus aircraft under the deferral method of accounting. Please revise your discussion of changes in depreciation between periods to quantify each of the above factors’ contribution to the overall change in the amount. Scott Sheldon Allegiant Travel Company August 8, 2017 Page 2 We remind you that the company and it s 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 Amy Geddes at 202-551-3304 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and rel ated matters. Please contact me at 202-551-3380 with any other questions. Sincerely, /s/ Melissa Raminpour for Lyn Shenk Branch Chief Office of Transportation and Leisure
2017-06-27 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561 June 27, 2017 Mats Backman Chief Financial Officer Autoliv, Inc. Klarabergsviadukten 70, Section B, 7th Floor Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Year Ended December 31, 2016 Filed February 23, 2017 File No. 001 -12933 Dear M r. Backman : 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, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leisure
2017-06-19 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP June 19, 2017 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 23, 2017 File No. 001-12933 Dear Ms. Raminpour: 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 30, 2017 (the “Comment Letter”), to the above referenced filing 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 quarter ended December 31, 2016 General 1. In Exhibit 13 to your Form 10-K, you list the automakers to which you sold products in 2016. We are aware of publicly available information indicating that some of those automakers sell vehicles in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the U.S. Department of State and are subject to U.S. economic sanctions and export controls. You do not include disclosure about any contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through subsidiaries, joint ventures, customers or other direct or indirect arrangements. You should describe any products, technology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control. RESPONSE: The Company and its subsidiaries and joint ventures do not have, and do not anticipate having, any contacts with Sudan or Syria and do not directly provide any products, technology or services into Sudan or Syria. Additionally, the Company and its subsidiaries and joint ventures do not have, and do not anticipate having, any agreements, arrangements or contacts with the governments of Sudan and Syria or entities under the control of such governments. The Company does not have any subsidiaries, facilities, employees, joint venture interests, investments or other assets in Sudan and Syria. United States Securities and Exchange Commission Page 2 The Company sells its products directly to original equipment manufacturers (“OEMs”) for incorporation into new motor vehicles. It does not directly sell its products to any Sudanese or Syrian vehicle manufacturers. Many OEMs are foreign companies that manufacture vehicles outside the United States and the Company has foreign subsidiaries that sell its products to such OEMs. The Company has no reason to believe its products sold to OEMs for use in their foreign manufacturing activities are incorporated in finished vehicles that are sold into Sudan or Syria in violation of any laws. The Company has no control over where such OEMs may deliver such vehicles. The Company also has in place corporate policies and procedures to ensure its own compliance with U.S. export and sanctions regulations. Form 10-K for the quarter ended December 31, 2016 General 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. RESPONSE: No disclosure was deemed necessary in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”) because, as described in Response 1 above, the Company has and had no contacts with Syria or Sudan. If any sales occurred in any of 2014, 2015 or 2016 by OEMs into Syria and Sudan of foreign manufactured motor vehicles incorporating Company products manufactured by its foreign subsidiaries, such sales would have been immaterial. The Company does not believe any sales by OEMs into Sudan and Syria of foreign manufactured vehicles incorporating the Company’s products would constitute a material investment risk for the Company’s stockholders. The Company has in place the policies and controls described in Response 1 above to ensure its own compliance with U.S. export and sanctions regulations. The Company has not received any inquiries from investors or analysts regarding whether the Company has contacts with Sudan or Syria. The Company has also not received any indication from investors that the Company is in a category of companies where investors are considering divestment initiatives related to investments in companies that do business with U.S.-designated state sponsors of terrorism. Moreover, we believe that the Company’s lack of contact with Sudan and Syria and the de minimis amount, United States Securities and Exchange Commission Page 3 if any, of Company products made by foreign subsidiaries that are incorporated into foreign-made vehicles delivered into those countries by OEMs is unlikely to harm investor sentiment regarding the Company’s securities. Form 10-K for the quarter ended December 31, 2016 General 3. On page 4, you state that you manufacture night vision systems. Night vision devices and technology are included in the U.S. Department of Commerce’s Commerce Control List. Please tell us whether, to the best of your knowledge, understanding and belief, any of the products or technology you have provided or intend to provide, directly or indirectly, into Sudan and Syria are controlled items included in the Commerce Control List. If so, tell us whether any such items have military uses, and describe such possible uses of which are you aware. RESPONSE: The Company manufactures certain camera systems which incorporate focal plane arrays to allow for enhanced vision and imaging in darkness, and are specially designed for installation into civilian passenger land vehicles. The cameras are not designed for military use and the Company is unaware of any such use. The cameras are configured solely to assist a driver in the safe operation of a vehicle; they are only operable when installed in certain civilian passenger land vehicles, and they incorporate an active mechanism that forces the cameras not to function when removed from the vehicle for which they are intended. Based on these and other characteristics, the cameras are classifiable in ECCN 6A993 on the Commerce Control List (“CCL”). The Company sells its products to OEMs for incorporation into civilian passenger land vehicles. The Company has no reason to believe that the camera systems described above are being incorporated into vehicles that are sold to Sudan or Syria. The Company utilizes provisions in its contracts with customers for these types of camera systems to ensure compliance with U.S. export and sanctions regulations. In the case of the cameras classifiable in ECCN 6A993, the Company notifies all customers of the export classification to facilitate compliance with U.S. export regulations. The Company also has in place corporate policies and procedures to ensure its own compliance with U.S. export and sanctions regulations. Additionally, with respect to the Company’s cameras classifiable in ECCN 6A993, the Company follows specific policies and procedures to help ensure that the products are not used other than for their intended purpose in civilian passenger land vehicles. United States Securities and Exchange Commission Page 4 Exhibit 13 Management’s Discussion and Analysis Year Ended December 31, 2016 Versus 2015 4. We note from your disclosure in Note 19 to the financial statements, that you have identified two operating segments, Passive Safety and Electronics. We further note that although your MD&A discussion in your Quarterly Reports on Form 10-Q includes a discussion of your operating results by segment, your MD&A section in your Form 10-K does not. In this regard, please revise your MD&A in your Form 10-K to discuss and analyze your results of operations for each of these operating segments. RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises that, although not included in the MD&A, the Company does not believe that this resulted in material information not being available to stockholders because it otherwise provided to its stockholders the disclosure related to segments referenced in the Staff’s comment. The Company included a discussion related to the two operating segments in other parts of the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2016 (the “Annual Report”) filed as Exhibit 13 to the Form 10-K. The Company included information regarding net sales and operating margin of its Passive Safety Segment on page 8 of the Annual Report and of its Electronics Segment on page 9 of the Annual Report. The Company will include such disclosure in the MD&A in its future filings on Form 10-K. For ease of reference, the information regarding operating segments from the Annual Report is included below: Passive Safety (page 8) Consolidated segment sales grew by close to 4% to $7,919 million compared to $7,621 million in the full year 2015. Excluding negative currency translation effects of more than $161 million, the organic sales growth was 6%. The organic sales growth was mainly due to higher sales in Europe, China, Japan, North America and India. The improvement in operating margin is primarily because costs relating to antitrust matters and capacity alignments (particularly European) were higher in 2015 than in 2016. Sales of airbag products (including steering wheels) were favorably impacted by higher sales of inflatable curtains in Japan and Europe, and steering wheels, especially in Europe. Sales of seatbelt products were particularly strong in Europe and China. The global trend towards more advanced and higher value-added seatbelt systems continued globally. Electronics (page 9) Consolidated sales increased by close to 40% compared to the full year 2015. Excluding acquisition effects from ANBS and MACOM of $426 million and negative currency translation effects of more than $11 million, the organic sales growth was more than 13%. The lower operating margin was mainly a result of costs related to the formation of ANBS and higher costs for R,D&E, net, partially offset by higher organic sales. United States Securities and Exchange Commission Page 5 Growth in organic sales for passive safety electronics products (mainly airbag control modules and remote sensing units) was due to growth across most regions, particularly in China. The strong increase in sales of active safety products (automotive radars, night vision systems, cameras with driver assist systems and positioning systems) resulted from growth particularly for radar products in North America and camera and radar products in Europe. Sales of brake control systems were in line with our expectations from the start of operations of ANBS in the beginning of the second quarter of 2016. Additionally, in its earnings release for the fourth quarter and full year 2016, furnished as an exhibit to the Company’s Form 8-K furnished to the Commission on February 2, 2017 (the “Earnings Release”), the Company included quarterly and yearly information related to sales, income and headcount per segment in the “Segment Information” section on pages 6 and 10 in the Earnings Release. For ease of reference, the information from the Earnings Release is included below: Quarterly Information (page 6) Passive Safety (Dollars in millions) Q4 2016 Q4 2015 Change Organic change* Segment sales $ 2,035.3 $ 2,068.3 (1.6 )% 0.7% Segment operating income $ 228.5 $ 264.5 (13.6 )% Segment operating margin 11.2% 12.8% (1.6 )pp Consolidated segment sales decreased by 1.6% to $2,035 million compared to $2,068 million in the same quarter of 2015. Excluding negative currency translation effects of $47 million, the organic sales growth* was almost 1%. Strong organic growth in China was offset by a decline in North America in the quarter. The operating margin decline was primarily a result of higher investments in R,D&E, net, as well as other costs to support future growth. Electronics (Dollars in millions) Q4 2016 Q4 2015 Change Organic change* Segment sales $ 584.1 $ 463.2 26.1 % 3.4% Segment operating income $ 29.8 $ 32.3 (7.7 )% Segment operating margin 5.1% 7.0% (1.9 )pp Consolidated segment sales were significantly higher compared to the same quarter of 2015, primarily due to the inclusion of Autoliv-Nissin Brake Systems (ANBS). The organic sales growth* was more than 3%, driven by strong organic sales growth in Passive Safety Electronics coming primarily from China and South Korea. The lower operating margin was mainly a result of higher costs to support future growth as well as costs relating to the formation of ANBS. United States Securities and Exchange Commission Page 6 Yearly Information (page 10) Passive Safety (Dollars in millions) Full Year 2016 Full Year 2015 Change Organic change* Segment sales $ 7,918.8 $ 7,621.2 3.9 % 6.0% Segment operating income $ 817.7 $ 669.2 22.2 % Segment operating margin 10.3% 8.8% 1.5 pp Consolidated segment sales grew by close to 4% to $7,919 million compared to $7,621 million in the full year 2015. Excluding negative currency translation effects of more than $161 million, the organic sales growth* was 6%. The organic sales growth was mainly due to higher sales in Europe, China, Japan, North America and India. The improvement in operating margin is primarily because costs relating to antitrust matters (including settlements) and capacity alignments (particularly the European capacity alignment program) were higher in 2015 than in 2016. Electronics (Dollars in millions) Full Year 2016 Full Year 2015 Change Organic change* Segment sales $ 2,215.6 $ 1,588.7 39.5 % 13.3% Segment operating income $ 61.5 $ 64.5 (4.7 )% Segment operating margin 2.8% 4.1% (1.3 )pp Consolidated sales increased by close to 40% compared to the full year 2015. Excluding acquisition effects from ANBS and MACOM of $426 million and negative currency translation effects of more than $11 million, the organic sales growth* was more than 13%. The lower operating margin was mainly a result of costs relating to the formation of ANBS and higher costs for R, D&E, net, partially offset by higher organic sales. The Company has revised its approach with respect to its presentation of its operating results by segment in its most recent Form 10-Q for the first quarter of 2017, filed with the Commission on April 28, 2017. In future filings on Form 10-K, the Company will include in its MD&A discussion, with respect to its operating segments for the year, disclosure similar to the disclosures provided i
2017-06-13 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP June 13, 2017 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 23, 2017 File No. 001-12933 Dear Ms. Raminpour: We are in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance at the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated May 30, 2017 (the “Comment Letter”). The Comment Letter requests that the Company respond to the comments by June 13, 2017 or tell the Staff the date by when the Company will provide its response. As discussed with the Staff, we are writing to confirm that we have requested an extension to respond to the Comment Letter until June 30, 2017. We appreciate the Staff’s cooperation in this matter. If you have any questions or comments to this letter, please call the Company’s outside counsel, Dennis O. Garris, at Alston & Bird LLP, at 202-239-3452. Sincerely, /s/ Mats Backman Mats Backman Chief Financial Officer Cc: Lars Sjöbring, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2017-05-30 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561 May 30, 2017 Mats Backman Chief Financial Officer Autoliv, Inc. Klarabergsviadukten 70, Section B, 7th Floor Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Year Ended December 31, 2016 Filed February 23, 2017 File No. 001 -12933 Dear M r. Backman : 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circums tances, 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, 2016 General 1. In Exhibit 13 to your Form 10 -K, you list the automaker s to which you sold products in 2016. We are aware of publicly available information indicating that some of those automakers sell vehicles in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the U.S. Department of Stat e and are subject to U.S. economic sanctions and export controls. You do not include disclosure about any contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whethe r through subsidiaries, joint ventures, customers or other direct or indirect arrangements. You should describe any products, technology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control. Mats Backman Autoliv, Inc. May 30 , 2017 Page 2 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequen t interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share valu e. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should addres s the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. 3. On page 4, you state that you manufacture night vision systems. Night vision devices and technology are included in the U.S. Department of Commerce’s Commerce Control List. Please tell us whether, to the best of your knowledge, understanding and belief, any of the products or technology you have provided or intend to provide, directly or indirectly, in to Sudan and Syria are controlled items included in the Commerce Control List. If so, tell us whether any such items have military uses, and describe such possible uses of which are you aware. Exhibit 13 Management’s Discussion and Analysis Year Ended December 31, 2016 Versus 2015 4. We note from your disclosure in Note 1 9 to the financial statements, that you have identified two operating segments, Passive Safety and Electronics . We further note that although your MD& A discussion in your Quarterly Reports on Form 10 -Q includes a discussion of your operating results by segment, your MD&A section in your Form 10 -K does not. In this regard, p lease revise your MD&A in your Form 10 -K to discuss and analyze your results of operations for each of these operating segments. 5. Please revise to discuss the reasons for all significant changes in your income statement line items. For example, the amortization of intangibles and other expense line items had significant changes in am ounts between 2015 and 2016, however you do not specifically discuss these changes in your MD&A results of operations section. Please revise accordingly. Your disclosure in your Form 10 -Q should be similarly revised. Mats Backman Autoliv, Inc. May 30 , 2017 Page 3 Note 10. Restructuring and Other Liabilities 6. We note that in the past few years you have incurred restructuring provisions mainly related to headcount reductions and plant consolidations. Please revise your note to include the disclosures required by ASC 420 -10-50, including the expecte d completion date, the total amount expected to be incurred in connection with the activity, and the cumulative amount incurred to date. Note 22. Quarterly Financial Data (Unaudited) 7. During the year ended December 31, 2015 , the quarterly data shows sig nificant fluctuation s in operating results between the quarters. Specifically, there are large variations in net income for all quarters. Please revise to add a discussion of any unusual or infrequently occurring items during each quarter, which may have contributed to the significant fluctuations in operating results. Refer to Item 302(a)(3) 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 Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202 -551-3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Le isure
2017-04-06 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
April 6, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re:
PharmAthene, Inc.
Registration Statement on Form S-3
File No. 333-217034
Acceleration Request
Requested Date: April 6,
2017
Requested Time: 5:00 pm Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461
under the Securities Act of 1933, as amended, PharmAthene, Inc. (the “Registrant”) hereby requests that the effective
date of the above-referenced Registration Statement on Form S-3 be accelerated so that the Registration Statement may become effective
at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Registrant or
its counsel, Dentons US LLP, may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.
Please call Jeffrey A. Baumel of Dentons
US LLP at (973) 912-7189 to confirm the effectiveness of the Registration Statement or with any questions.
Very truly yours,
PHARMATHENE, INC.
/s/ Philip MacNeill
Philip MacNeill
Vice President, Chief Financial Officer,
Treasurer and Secretary
cc: Jeffrey A. Baumel, Dentons US LLP
2017-04-05 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 4546 April 5 , 2017 John M. Gill Chief Executive Officer PharmAthene , Inc. One Park Place Annapolis , MD 21401 Re: PharmAthene , Inc. Registration Statement on Form S-3 Filed March 30, 2017 File No. 333-217034 Dear Mr. Gill: 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, /s/ Mary Beth Breslin for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Asim Grabowski -Shaikh Dentons US LLP
2017-03-31 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
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March 31, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE: PharmAthene, Inc.
Registration Statement on Form S-4
Filed February 3, 2017
File No. 333-215891
Ladies and Gentlemen:
Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, PharmAthene, Inc. (the “Registrant”)
hereby requests that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”)
be accelerated so that it will become effective as of 5:00 p.m. ET on March 31, 2017, or as soon thereafter as practicable.
Please call Jeffrey A. Baumel of Dentons
US LLP at (973) 912-7189 to confirm the effectiveness of the Registration Statement or with any questions.
Very truly yours,
PHARMATHENE, INC.
/s/ Philip MacNeill
Philip MacNeill
Vice President, Chief Financial Officer,
Treasurer and Secretary
2017-03-31 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Jeffrey A. Baumel
Partner
jeffrey.baumel@dentons.com
D +1 973 912
7189
Dentons US LLP
101 JFK Parkway
Short Hills, NJ 07078-2708
United States
大成
Salans FMC SNR Denton McKenna Long
dentons.com
March 31, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes, Assistant Director
Re: PharmAthene, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed March 31, 2017
File No. 333-215891
Dear Ms. Hayes:
At the request of our client, PharmAthene,
Inc. (the "Company"), we are responding to an oral comment of the staff (the "Staff") of the Division of Corporation
Finance of the Securities and Exchange Commission (the "Commission") relating to Amendment No. 1 ("Amendment No.
1") to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on March
30, 2017. In conjunction with this letter, the Company is filing Amendment No. 2 to the Registration Statement.
In response to the Staff's comment, the Company
has provided the maximum number of shares to be issued on a fully-diluted basis on the cover page of the prospectus contained in
Amendment No. 2.
*******
If you have any questions or require any
additional information with respect to the above, please do not hesitate to contact me at (973) 912-7189.
Securities and Exchange Commission
March 31,
2017
Page 2
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Salans FMC SNR Denton McKenna Long
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Sincerely,
Dentons US LLP
By:
/s/ Jeffrey A. Baumel
Jeffrey A. Baumel
cc: John M. Gill, PharmAthene, Inc.
Ori Solomon, Proskauer Rose LLP
2017-03-29 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Jeffrey A. Baumel
Partner
jeffrey.baumel@dentons.com
D +1 973 912
7189
Dentons US LLP
101 JFK Parkway
Short Hills, NJ 07078-2708
United States
大成
Salans FMC SNR Denton McKenna Long
dentons.com
March 29, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes, Assistant Director
Re: PharmAthene, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 29, 2017
File No. 333-215891
Dear Ms. Hayes:
On behalf of our client, PharmAthene, Inc.
(the “Company”), set forth below are the Company's responses to the comments from the staff (the "Staff")
of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") contained in the
Staff's letter dated March 2, 2017 (the “Comment Letter”) regarding your review of the above referenced Registration
Statement on Form S-4 (the "Registration Statement"). In connection with this letter, the Company is filing Amendment
No. 1 to the Registration Statement (“Amendment No. 1”) with the Commission, and is separately furnishing to the Staff
three courtesy copies of Amendment No. 1 marked to show changes from the Registration Statement filed on February 3, 2017.
For your convenience, the Staff's comments
have been reproduced below in their entirety, with the Company's response to each particular comment set forth immediately underneath
it. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the Comment Letter.
Any defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.
Prospectus Cover Page
1.
Please disclose the maximum
number of shares to be issued on a fully-diluted basis as of the most recent practicable date.
In response to the Staff's comment,
the Company has provided the maximum number of shares to be issued on a fully-diluted basis on the cover page of the
prospectus contained in Amendment No. 1.
Securities and Exchange Commission
March 29, 2017
Page 2
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Opinion of the Financial Advisor to PharmAthene, page 114
2.
We
note that Altimmune disclosed financial projections for the years ending 2016 through 2018, as well as certain forecasts and
estimates of potential cost savings, operating efficiencies and other synergies expected to result from the transaction to
Houlihan Lokey. Please revise your prospectus to disclose these projections, forecasts and estimates. Alternatively, please
tell us why such information is not material to security holders.
In response to the Staff's comment, and
following a discussion with the Staff, the Company has submitted under separate cover a letter via EDGAR on March 16, 2017 (the
"March 16th Letter"), which contained the Company's proposal to revise the disclosure in the Registration
Statement to disclose the information provided to Houlihan Lokey. Amendment No. 1 amends the Registration Statement to include
the disclosure as proposed in the March 16th Letter.
Where you can find additional information,
page 273
3.
Please update this section
to incorporate by reference your Current Reports on Form 8-K filed on February 19, 2016 and February 1, 2017. For guidance, please
see Item 11(a)(2) of Form S-4.
In response to the Staff's comment, the Company
has updated the "Where You Can Find Additional Information" section of Amendment No. 1 on page 269 to incorporate
by reference the Company's Current Report on Form 8-K filed with the Commission on February 1, 2017. In addition, the Company has
incorporated by reference into the Registration Statement the Company’s Current Reports on Form 8-K filed with the Commission
on March 14, 2017 and March 29, 2017.
The Company respectfully advises the Staff
that Amendment No. 1 does not incorporate by reference the Company's Current Report on Form 8-K filed on February 19, 2016. Pursuant
to "Item 11. Incorporation of Certain Information by Reference" of Form S-4, the Company is required to incorporate by
reference all reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year covered by the annual report incorporated by reference in the Registration Statement. Because Amendment No.
1 amends the Registration Statement to incorporate by reference the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, the Company is no longer required to incorporate by reference its Current Report on Form 8-K filed with the
Commission on February 19, 2016.
Exhibit 23.1
4.
We note that the consent of the independent registered public accounting firm is not signed by your auditor.
Please file a signed consent.
In response to the Staff's comment, the
Company has filed a signed consent of the independent registered public accounting firm as Exhibit 23.1 to Amendment No. 1.
*******
If you have any questions or require any
additional information with respect to the above, please do not hesitate to contact me at (973) 912-7189.
Securities and Exchange Commission
March 29,
2017
Page 3
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Sincerely,
Dentons US LLP
By:
/s/ Jeffrey A. Baumel
Jeffrey A. Baumel
cc: John M. Gill, PharmAthene, Inc.
Ori Solomon, Proskauer Rose LLP
2017-03-16 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Jeffrey A. Baumel
Partner
jeffrey.baumel@dentons.com
D +1 973 912
7189
Dentons US LLP
101 JFK Parkway
Short Hills, NJ 07078-2708
United States
大成
Salans FMC SNR Denton McKenna Long
dentons.com
March 16, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes, Assistant Director
Re: PharmAthene, Inc.
Registration Statement on Form S-4
Filed February 3, 2017
File No. 333-215891
Dear Ms. Hayes:
On behalf of our client, PharmAthene, Inc.
(the “Company”), we submit this letter in response to the March 2, 2017 comment letter (the “Comment Letter”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the
above-referenced Registration Statement on Form S-4 (the “Registration Statement”).
As previously discussed with the Staff,
we are submitting this letter via EDGAR in response to comment number 2 from the Comment Letter (“Comment 2”). For
your convenience, we have set forth below in bold Comment 2, including the caption used in the Comment Letter. Immediately following
is the Company’s response to Comment 2, which includes disclosure that the Company proposes to include in Amendment No. 1
to the Registration Statement. The Company intends to file Amendment No. 1 to the Registration Statement and provide a separate
response letter responding to the Staff’s other comments in the Comment Letter. Defined terms used but not otherwise defined
herein have the meanings ascribed to such terms in the Registration Statement.
Opinion of the Financial Advisor to PharmAthene, page 114
2. We note that Altimmune disclosed financial projections for the years ending 2016 through 2018, as well as certain forecasts
and estimates of potential cost savings, operating efficiencies and other synergies expected to result from the transaction to
Houlihan Lokey. Please revise your prospectus to disclose these projections, forecasts and estimates. Alternatively, please tell
us why such information is not material to security holders.
In response to the Staff's comment, the
Company proposes to revise the disclosure appearing in the "Background of the Transaction" section of the Registration
Statement to add the following:
Securities and Exchange Commission
March 16, 2017
Page 2
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"Certain Financial Forecasts
PharmAthene and Altimmune management do
not, as a matter of course, generally prepare or make available to the public financial projections due to, among other reasons,
the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection
with the Mergers, at the request of HL, management of both PharmAthene and Altimmune provided to HL certain financial projections
through the year ended December 31, 2018 and PharmAthene management provided to HL certain forecasts and estimates of potential
cost savings, operating efficiencies and other synergies expected to result from the Mergers, which are included in the general
and administrative expenses and research and development expenses noted below, as well as projected contract revenue, related expenses
and overhead. This unaudited prospective financial information ("prospective financial information") was based on the
respective management’s projection of its company's future financial performance as of the date prepared, were prepared to
assist HL with its financial analysis, and were not prepared with a view toward public disclosure or compliance with published
guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified
Public Accountants for preparation and presentation of financial forecasts or GAAP. Neither PharmAthene's nor Altimmune's independent
registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with
respect to this prospective financial information, nor have they expressed any opinion or given any form of assurance on the prospective
financial information or the achievability of any of the numbers included therein. The prospective financial information includes
a non-GAAP financial measure. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial
information presented in compliance with GAAP, and non-GAAP financial measures included in the prospective financial information
may not be comparable to similarly titled amounts used by other companies.
The prospective financial information in
this proxy statement/prospectus/consent solicitation are being provided solely to give the stockholders of PharmAthene and Altimmune
access to certain information that was made available to HL. In compiling the prospective financial information, management of
PharmAthene and Altimmune took into account historical performance, combined with estimates regarding revenues, general and administrative
expenses, and research and development expenses. Although the prospective financial information is presented with numerical specificity,
they reflect numerous assumptions and estimates as to future events made by management of PharmAthene and Altimmune that the respective
management believed were reasonable at the time the projections were prepared. However, this information is not fact, and should
not be relied upon as being indicative of actual future results and the delivery of the prospective financial information should
not be regarded as an indication that PharmAthene, Altimmune or any of their respective affiliates, officers, directors, partners,
advisors or other representatives considered, or now consider, those projections to be necessarily predictive of actual future
results. In addition, the prospective financial information provided herein does not necessarily reflect certain changes to the
assumptions and estimates relied upon by management of PharmAthene and Altimmune since the information was provided to HL. Furthermore,
since the prospective financial information covers multiple years, such information by its nature becomes less predictive with
each successive year.
Securities and Exchange Commission
March 16, 2017
Page 3
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There are various risks associated with
PharmAthene, Altimmune and the Mergers, including the factors described under the section of this proxy statement/prospectus/consent
solicitation entitled “Risk Factors,” as well as the documents that PharmAthene has filed with the SEC that are incorporated
by reference in this proxy statement/prospectus/consent solicitation, which are difficult to predict and beyond the control of
management of PharmAthene and Altimmune, and which may cause the projections or the underlying assumptions not to be reflective
of actual future results. The prospective financial information does not take into account any circumstances or events occurring
after the date that they were prepared and, accordingly, do not give effect to any changes to operations or strategy that may be
implemented or that were not anticipated after the time the projections were prepared. As a result, the projections may not be
realized, and actual results may be materially different than those contained in the prospective financial information. Shareholders
are cautioned not to place undue reliance on the information presented below, and should refer to the section “Altimmune’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity” included in
this proxy statement/prospectus/consent solicitation, and the corresponding sections in the documents that PharmAthene has filed
with the SEC that are incorporated by reference into this proxy/statement/prospectus/consent solicitation, for information with
respect to the cash obligations and the ability to fund the operations of each company. Neither PharmAthene, Altimmune nor any
of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will
not differ from the prospective financial information, and neither PharmAthene, Altimmune nor any of their respective affiliates,
advisors, officers, directors or representatives undertakes any obligation to update, or publicly disclose any update to, this
prospective financial information to reflect circumstances or events, including unanticipated events, that may have occurred or
that may occur after the preparation of these projections, even in the event that any or all of the assumptions underlying the
prospective financial information are shown to be in error or change. Neither PharmAthene nor Altimmune intend to make available
publicly any update or other revision to the prospective financial information, except as otherwise required by law.
Subject to the foregoing qualifications,
PharmAthene and Altimmune provided HL with the following prospective financial information: (1) estimated annual revenue for the
Combined Company of approximately $12.0 million and $24.0 million in the years ending December 31, 2017 and 2018, respectively,
comprised of: (i) approximately $5.0 million during 2017 and $16.0 million during 2018 projected to be received by Altimmune under
its 2016 agreement with BARDA (approximately $7.0 million of which is subject to the exercise of options by BARDA); (ii) approximately
$5.1 million in 2017 and $5.7 million in 2018 projected to be received by PharmAthene under its 2014 agreement with NIAID (of which
$2.3 million in 2017 and the entirety in 2018 is subject to the exercise of an option by NIAID); and (iii) approximately $1.9 million
in 2017 and $2.3 million in 2018 projected to be received by Altimmune, comprised of anticipated research and development tax credits
and VAT refunds in the United Kingdom which are directly related to anticipated expenditures for projects relating to HepTcell,
(2) estimated research and development expenses of the Combined Company of approximately $20.9 million and $37.0 million in 2017
and 2018, respectively, (3) estimated general and administrative expenses for the Combined Company of approximately $5.1 million
and $5.2 million in 2017 and 2018, respectively, (4) estimated negative adjusted EBITDA of the Combined Company of approximately
$14.0 million and $18.2 million in 2017 and 2018, respectively; and (5) estimated cash balances of $3.3 million at December 31,
2017, negative $0.6 million at March 31, 2018 and negative $9.9 million at December 31, 2018. As used in the prospective financial
information, adjusted EBITDA includes interest and excludes depreciation and stock compensation. Shareholders should note that
these estimated cash balances were since updated and Altimmune currently believes that the net proceeds from the Altimmune Financing
Agreement and its other funding arrangements, its existing cash, and, to the extent the mergers are completed, the existing cash
of PharmAthene, will be sufficient to fund its projected operating requirements through at least the first quarter of 2018. See
“Altimmune’s Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity”
included in this proxy statement/prospectus/consent solicitation, and the corresponding sections in the documents that PharmAthene
has filed with the SEC that are incorporated by reference into this proxy/statement/prospectus/consent solicitation, for information
with respect to the cash obligations and the ability to fund the operations of each company."
*******
Securities and Exchange Commission
March 16, 2017
Page 4
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Salans FMC SNR Denton McKenna Long
dentons.com
If you have any questions or require any
additional information with respect to the above, please do not hesitate to contact me at (973) 912-7189.
Sincerely,
Dentons US LLP
By:
/s/ Jeffrey A. Baumel
Jeffrey A. Baumel
cc: John M. Gill
Ori Solomon
2017-03-02 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 4546 March 2, 2017 John M. Gill Chief Executive Officer PharmAthene, Inc. One Park Place Suite 450 Annapolis, MD 21401 Re: PharmAthene, Inc. Registration Statement on Form S -4 Filed February 3, 2017 File No. 333 -215891 Dear Mr. Gill: 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 amendme nt 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. Prospectus Cover Page 1. Please disclos e the maximum number of shares to be issued on a fully -diluted basis as of the most recent practicable date. Opinion of the Financial Advisor to PharmAthene, page 114 2. We note that Altimmune disclosed financial projections for the years ending 2016 through 2018, as well as certain forecasts and estimates of potential cost savings, operating efficiencies and other synergies expected to result from the transaction to Houli han Lokey. Please revise your prospectus to disclose these projections, forecasts John M. Gill PharmAthene, Inc. March 2, 2017 Page 2 and estimates. Alternatively, please tell us why such information is not material to security holders. Where you can find additional information, page 273 3. Please update this section to incorporate by reference your Current Reports on Form 8 -K filed on February 19, 2016 and February 1, 2017. For guidance, please see Item 11(a)(2) of Form S -4. Exhibit 23.1 4. We note that the consent of the independent registered public acco unting firm is not signed by your auditor. Please file a signed 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. Please contact Jeffrey Gabor at (202 ) 551 -2544 or Mary Beth Breslin at (202) 551 -3625 with any questions. Sincerely, /s/ Mary Beth Breslin for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Jeffrey A. Baumel, Esq. Dentons US LLP
2016-12-06 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
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Alzamend Neuro, Inc.
50 W. Broadway, 3rd Floor
Salt Lake City, UT 84101
December 6, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Suzanne Hayes, Assistant Director
Re.: Alzamend
Neuro, Inc. – Request for Qualification
Offering Statement on Form 1-A
Filed November 14, 2016
File No. 024-10637
Dear Ms. Hayes:
We respectfully request
that the above referenced Offering Statement on Form 1-A for Alzamend Neuro, Inc., a Delaware corporation, be declared qualified
by the Securities and Exchange Commission at 4:30 PM Eastern Time on Thursday, December 8, 2016.
Very truly yours,
ALZAMEND NEURO, INC.
By: /s/ Philip Mansour
Name: Philip Mansour
Title: Chief Executive Officer
2016-10-20 - CORRESP - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
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October 20, 2016
United Stated Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
Attn.: Suzanne Hayes, Assistant Director, Office
of Healthcare and Insurance
Re:
Alzamend Neuro, Inc.
Amendment No. 1
Offering Statement on Form 1-A
Filed September 9, 2016
File No. 367-00052
Dear Ms. Hayes:
Alzamend Neuro, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in its letter dated October 17, 2016 (the “Comment Letter”)
relating to the Offering Statement on Form 1-A referenced above.
The Company’s responses are numbered
to correspond to the Staff’s comments but no amendment to the Form 1-A is being prepared since we strongly believe that an
amendment in response to the Comment Letter is not necessary.
Directors, Executive Officers and Corporate
Governance, page 49
Comment No 1. We refer to your disclosure
regarding the FINRA settlement with Mr. Ault on page 51. Please revise your disclosure to clarify, if true, that he did not make
all of the restitution he was required to make to certain investors, and that such restitution was required to be paid within 120
days of the FINRA settlement, rather than merely before his reapplication for association with FINRA.
Response No. 1. We respectfully
request your concurrence that the following language adequately addresses your comment:
“As part of that settlement, Mr.
Ault agreed that he would make restitution to certain investors. Mr. Ault did not within the prescribed time period make a restitution
payment to certain of the investors as he was unable to locate all of them, nor did he forward the undistributed restitution in
the state where the investor was known to have resided, as directed by FINRA.”
Pursuant to the AWC, the payment was
not actually “required to be paid within 120 days of the FINRA settlement” so the above language does not refer to
a specific time period.
If you do concur, we hereby undertake
to replace the current disclosure with the statements immediately above in the Company’s next amendment, whether that be
the final amendment or one that incorporates responses to any additional comments you may have.
The Company does not presently plan to engage
a member of FINRA in connection with its offering. While the Company is not presently seeking qualification of Amendment No. 1,
the Company hereby acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, qualify the filing,
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 qualifying
the filing, 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/or qualification as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
Should you have
any questions regarding the foregoing, please do not hesitate to contact the undersigned at (949) 346-5822 or our counsel Henry
Nisser at (212) 930-9700.
Very truly yours,
/s/ Will Horne
Chief Financial
Officer
2016-10-17 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
October 17, 2016
Philip Mansour
Chief Executive Officer
Alzamend Neuro, Inc.
50 W. Broadway, 3rd Floor
Salt Lake City, Utah 84101
Re: Alzamend Neuro, Inc.
Amendment No. 1 to
Offering Statement on Form 1 -A
Filed September 29, 2016
File No. 367 -00052
Dear Mr. Mansour :
We have reviewed your amended offering statement and have the following comment . 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 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 offering statement and the information you
provide in response to the comment, we may have additio nal comments. Unless we note
otherwise, our reference to prior comments are to comments in our September 15, 2016 letter .
Directors, Executive Officers and Corporate Governance, page 49
1. We refer to your disclosure regarding the FINRA settlement with Mr. Ault on page 51.
Please revise your disclosure to clarify, if true, that he did not make all of the restitution
he was required to make to certain investors, and that such restitution was required to be
paid within 120 days of the FINRA settlement, rathe r than merely before his
reapplication for association with FINRA.
Philip Mansour
Alzamend Neuro, Inc.
October 17, 2016
Page 2
You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior
Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the
financial state ments and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin
Jaskot, Special Counsel, at 202 -551-3442 with any other questions .
Sincerely,
/s/ Erin K. Jaskot, for
Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
cc: Henry Nisser, Esq.
Sichenzia Ross Friedman Ference, LLP
2016-10-06 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
October 5, 2016 Philip Mansour Chief Executive Officer Alzamend Neuro, Inc. 50 W. Broadway, 3rd Floor Salt Lake City, Utah 84101 Re: Alzamend Neuro, Inc. Amendment No. 1 to Offering Statement on Form 1 -A Filed September 29, 2016 File No. 367 -00052 Dear Mr. Mansour : We have reviewed your amended offering statement and have the following comment. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. Unless we note otherwise, our references to prior comments are to comments in our September 15, 2016 letter. 1. We acknowledge your response to our prior comment 1. However, only triggering events under Rule 262(a)(3) and (5) that occurred before June 19, 2015 do not cause disqualification. For reference, see Rule 262(b)(1) of Regulation A. Because Mr. Ault’s disqualification is pursuant to Ru le 262(a)(6), we do not believe the exemption under Regulation A is available. Please withdraw the Form 1 -A. For reference, see Rule 259(a) of Regulation A. You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the financial statements and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin Jaskot, Special Counsel, at 202 -551-3442 with any other questions . Sincerely, /s/ Erin K. Jaskot, for Suzanne Hayes Assistant Director Office of Healthcare and Insurance
2016-09-15 - UPLOAD - Alzamend Neuro, Inc. (ALZN) (CIK 0001677077)
Mail Stop 4546 September 15, 2016 Philip Mansour Chief Executive Officer Alzamend Neuro, Inc. 50 W. Broadway, 3rd Floor Salt Lake City, Utah 84101 Re: Alzamend Neuro, Inc. Offering Statement on Form 1-A Filed August 19, 2016 File No. 367-00052 Dear Mr. Mansour : We have reviewed your offering 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 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. We urge all persons who are responsible for the accuracy and ad equacy of the disclosure in the filing to be certain that the filing includes the information Regulation A under the Securities Act requires. 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. General 1. We note your certification under Item 3 of Part I that each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification. However, we note your disclosure on page 48 of Part II that Milton C. Ault, III was suspended in 2012 from association with a FINRA member firm for two years and is currently ineligible to apply for asso ciation with FINRA. Because of this suspension, it appears that the exemption under Regulation A is unavailable pursuant to Rule 262(a)(6) of Regulation A. Please tell us whether you have Philip Mansour Alzamend Neuro, Inc. September 15, 2016 Page 2 received, or intend to apply for, a waiver from such disqualificat ion. Please note that we will not continue our review of the offering statement while any person described in Rule 262 is subject to disqualification under the rule. Part II – Offering Circular Use of Proceeds, page 26 2. Please revise your disc losure to state whether any of the proceeds will be used to compensate or otherwise make payments to your officers or directors. Refer to Instruction 2 to Item 6 of Part II of the Form 1 -A. 3. Please describe any anticipated material changes in the use of p roceeds if all of the securities being qualified in the offering statement are not sold. Please expand to show a reasonable range of the use of net proceeds assuming the sale of only certain percentages of the securities are sold. Refer to Instruction 3 to Item 6 of Part II of the Form 1 -A. Management’s Discussion and Analysis of Financial Condition . . . , page 29 4. Please revise your filing to describe your plan of operation for the 12 months following the commencement of the proposed offering, includi ng whether the proceeds from the offering will satisfy your cash requirements for the next six months. If this information is not available, state the reasons for its unavailability. Refer to Item 9(c) of Part II of the Form 1 -A. Plan of Distribution, p age 53 5. Please provide us with an analysis supporting your conclusions regarding the availability of the safe harbor or Rule 3a4 -1 of the Exchange Act for the participation of your officers and directors in your offering. 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. In the event you ask us to qualify your offering statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commiss ion from taking any action with respect to the filing; Philip Mansour Alzamend Neuro, Inc. September 15, 2016 Page 3 the action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company ma y not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commissio n or any person under the federal securities laws of the United States. You may contact Christine Torney at 202 -551-3652 or James Rosenberg, Senior Assistant Chief Accountant, at 202 -551-3679 if you have questions regarding comments on the financial state ments and related matters. Please contact Dorrie Yale at 202 -551-8776 or Erin Jaskot, Special Counsel, at 202 -551-3442 with any other questions . Sincerely, /s/ Erin K. Jaskot, for Suzanne Hayes Assistant Director Office of Healthcare and Insurance
2016-08-09 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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
2015-12-23 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Mail Stop 4720 December 23, 2015 VIA E -mail John M. Maraganore, Ph. D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street , Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 13 , 2015 File No. 001-36407 Dear Dr. Maraganore : We have comple ted 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 securi ties 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 include the information the Securities Exchange Act of 1934 and all applicable rules requir e. Sincerely, /s/ Jim B. Rosenberg Jim B. Rosenberg Senior Assistant Chief Accountant Office of Healthcare and Insurance
2015-12-16 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561 December 16 , 2015 Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th Floor, SE -111 20 Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 File No. 001-12933 Dear Mr. Wallin : 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 th e information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leisure
2015-12-09 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm Correspondence Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 December 9, 2015 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jim B. Rosenberg, Senior Assistant Chief Accountant RE: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 13, 2015 File No. 001-36407 Dear Mr. Rosenberg: This letter is being furnished in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Commission’s letter dated November 25, 2015 (the “Comment Letter”) to John M. Maraganore, Ph.D., Chief Executive Officer of Alnylam Pharmaceuticals, Inc. (the “Company”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and the documents incorporated by reference therein. The responses set forth below have been organized in the same manner in which the Commission’s comments and headings were organized in the Comment Letter. Comment: Notes to Consolidated Financial Statements — 3. Significant Agreements, page 114 1. In order to help us understand more fully how your collaborative arrangements impact your financial statements for each period presented, please provide us, in table format, the amounts by year and by line item included in your statements of operations attributable to transactions arising from collaborative arrangements between you and the other participants and third-parties. Please provide separate tables for each of your significant collaborative arrangements and for all of your collaborative arrangements in the aggregate (i.e. the significant arrangements and all other arrangements). Present separately amounts with other participants and third-parties that are netted in a financial statement line item. Refer to ASC 808. Mr. Jim B. Rosenberg U.S. Securities and Exchange Commission December 9, 2015 Page 2 Response The following tables provide the amounts attributable to transactions arising from collaborative arrangements, for each significant arrangement and all other arrangements, by line item included in the Company’s statements of operations(1): Year Ended December 31, 2014 (In thousands) Takeda Monsanto MDCO Roche/ Arrowhead Genzyme Cubist Isis Other Total Net revenues from collaborators $ 21,973 $ 14,985 $ 10,753 $ 1,000 $ 369 $ — $ 250 $ 1,231 $ 50,561 Operating expenses: Research and development — — — — — — 9,875 — 9,875 In-process research and development — — — — — — — — — General and administrative — — — — — — — — — Restructuring of Tekmira license agreement — — — — — — — — — Year Ended December 31, 2013 (In thousands) Takeda Monsanto MDCO Roche/ Arrowhead Genzyme Cubist Isis Other Total Net revenues from collaborators $ 21,973 $ 5,640 $ 4,604 $ — $ — $ 9,721 $ — $ 5,229 $ 47,167 Operating expenses: Research and development — — — — — — 1,483 — 1,483 In-process research and development — — — — — — — — — General and administrative — — — — — — — — — Restructuring of Tekmira license agreement — — — — — — — — — Year Ended December 31, 2012 (In thousands) Takeda Monsanto MDCO Roche/ Arrowhead Genzyme Cubist Isis Other Total Net revenues from collaborators $ 21,973 $ 1,954 $ — $ 37,318 $ — $ 2,777 $ — $ 2,703 $ 66,725 Operating expenses: Research and development — — — — — — 2,744 — 2,744 In-process research and development — — — — — — — — — General and administrative — — — — — — — — — Restructuring of Tekmira license agreement — — — — — — — — — (1) There are no transactions with our collaborators that are netted in net revenues from collaborators or operating expenses, including research and development expenses, for the period presented. * * * * 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. Mr. Jim B. Rosenberg U.S. Securities and Exchange Commission December 9, 2015 Page 3 If you have any questions with regard to the Company’s responses or would like to discuss any of the matters covered in this letter, please contact the undersigned at (617) 551-8200 or Mitchell S. Bloom of Goodwin Procter LLP, the Company’s outside counsel, at (617) 570-1000. Sincerely, /s/ Michael P. Mason Michael P. Mason Vice President, Finance and Treasurer
2015-11-25 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Mail Stop 4720 November 2 5, 2015 VIA E -mail John M. Maraganore, Ph. D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street , Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 13 , 2015 File No. 001-36407 Dear Dr. Maraganore : We have limited our review of your filing to the financial statements and related disclosures and have the following comment . In our comment, we ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within 10 business days by providing the requ ested information or advise us as soon as possible when you will respond . If you do not believe that 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 . Notes to Consolidate d Financial Sta tements 3. Significant Agreements, page 114 1. In order to help us understand more fully how your collaborative arrangements impact your financial statements for each period presented, please provide us, in table format, the amounts by year and by line ite m included in your statements of operations attributable to transactions arising from collaborative arrangements between you and the other participants and third -parties. Please provide separate tables for each of your significant collaborative arrangeme nts and for all of your collaborative arrangements in the aggregate (i.e. the significant arrangements and all other arrangements). Present separately amounts with other participants and third -parties that are netted in a financial statement line item. R efer to ASC 808. Dr. John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. November 2 5, 2015 Page 2 We urge all persons who are responsible for the 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 comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comment or changes to disclosure in response to staff comment do not foreclose the Commission from taking any act ion with respect to the filing; and the company may not assert staff comment 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 Bonnie Baynes, Staff Accountant, at (202) 551 -4924 or Mary Mast, Senior Staff Accountant, at (202) 551 -3613 if you have questions regarding this comment. In this regard, do not hesitate to contact me at (202) 551 -3679. Sincerely, /s/ Jim B. Rosenberg Jim B. Rosenberg Senior Assistant Chief Accountant Office of Healthcare and Insurance
2015-11-05 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 SECTIONS MARKED WITH AN [*] OMIT CONFIDENTIAL INFORMATION DELIVERED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION’S DIVISION OF CORPORATION FINANCE IN AN UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. §200.83 November 5, 2015 VIA HAND DELIVERY AND EDGAR Melissa Raminpour Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 Response dated June 23, 2015 File No. 001-12933 Dear Ms. Raminpour: This letter (this “Response Letter”) responds to the comment of the staff (the “Staff”) of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter dated September 24, 2015 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this Response Letter (tagged correspondence). Pursuant to Rule 83 of the Commission’s Rules on Information and Requests [17 C.F.R. §200.83] (“Rule 83”) and because of the commercially sensitive nature of certain information contained herein, the Company is requesting confidential treatment for selected portions of this Response Letter. The version of this Response Letter filed via EDGAR omits such confidential information. The omitted confidential information has been replaced in this Response Letter filed via EDGAR with a placeholder identified by a bracketed asterisk [*]. A complete unredacted version of this Response Letter will be provided to the Staff only in hard copy and not electronically as correspondence under the Commission’s EDGAR system. The Company has sent to the Staff and the Office of Freedom of Information and Privacy Act Operations a separate letter (the “Request Letter”) requesting that, pursuant to Rule 83, the omitted confidential information not be disclosed in response to any request made under the Freedom of Information Act or otherwise. CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 U.S. Securities and Exchange Commission November 5, 2015 Page 2 For your convenience, we have reproduced in italics below the comment from the Comment Letter with the response following. Form 10-Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 15 1. We note your response to our prior comment number 4; however, it does not appear that your recognition of the settlement payment as an operating expense is consistent with GAAP. Since the settlement payment was made to your customer, we believe the payment is within the scope of ASC 605-50. ASC 605-50-45-2 requires cash consideration paid to a customer be classified as a reduction of revenues unless the vendor receives an identifiable benefit and fair value of that benefit can be reliably measured. Based upon your prior responses, it appears that the entire amount should be characterized as a reduction of revenues within your income statement. Please advise or revise your financial statements accordingly. RESPONSE: I. Introduction of ASC 605-50-45-2 The Company has considered the accounting guidance in ASC 605-50-45-2 with respect to its settlement with [*] (the “OEM”), which provides that cash consideration paid to a customer is presumed to be a reduction of the selling prices of the vendor’s products and should be characterized as a reduction of revenue when recognized in the vendor’s income statement. As you are aware, the presumption is overcome and the consideration should be characterized as a cost incurred if, and to the extent that, both of the following conditions are met: a. The vendor receives, or will receive, an identifiable benefit in exchange for the consideration (and the identified benefit must be sufficiently separable from the recipient’s purchase of the vendor’s products such that the vendor could have entered into an exchange transaction with a party other than a purchaser of its products or services in order to receive that benefit). b. The vendor can reasonably estimate the fair value of the benefit identified under the preceding condition. The Company also considered remarks made by Eric C. West, Associate Chief Accountant, Office of the Chief Accountant, the Commission, before the 2007 AICPA National Conference on Current SEC and PCAOB Developments on December 10, 2007. In the speech, Mr. West provided CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 U.S. Securities and Exchange Commission November 5, 2015 Page 3 observations on three topics, including accounting for litigation settlements. In discussing the accounting for litigation settlements, Mr. West specifically addressed consideration given by a vendor to a customer and noted that the relevant guidance is referenced in EITF 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) [since codified under ASC 605-50]. He commented that EITF 01-9 “requires that cash consideration paid be classified as a reduction of revenues unless the vendor receives an identifiable benefit and the fair value of that benefit can be reliably measured.” Mr. West gave the example of a company settling a claim with a customer for over billing and paying the customer an amount in excess of the amounts that the customer claimed were over billed. He commented that in that case, if the vendor “believed that the excess payment was necessary to preserve the customer relationship and had induced the customer to settle the claim,” then the Commission does not believe that classification of the entire payment as a settlement expense is consistent with existing U.S. generally accepted accounting principles (“GAAP”). However, he also noted that if the company is “able to directly value the litigation, classification of that portion of the settlement payment as an expense may be appropriate.” II. Factual Background The dispute was based on U.S. antitrust laws and was not a contract dispute To summarize certain relevant facts from the Company’s previous correspondence with the Commission, the Company entered into a settlement with a class of direct purchasers in the U.S. relating to the class members’ direct purchases of occupant safety products in the U.S. [*]. The Company ultimately entered into a settlement agreement with the OEM that covered potential claims for the OEM’s global, direct and indirect purchases of occupant safety products. The dispute to which the settlement payment was related did not involve a claim for a retroactive price adjustment or future discount on a commercial contract between a supplier and a customer. Instead, the dispute was based on alleged conspiratorial conduct by the Company and one or more competitors to allocate business and fix prices in violation of the U.S. antitrust laws, specifically Section 1 of the Sherman Act. Liability under this U.S. antitrust law is entirely different than liability for a breach of contract. Antitrust liability is based on whether and to what extent a company conspired with one or more competitors to affect the prices charged to the claimant, causing antitrust injury to the claimant. Under U.S. antitrust laws there is joint and several liability among co-conspirators and treble damages Under U.S. antitrust laws, each co-conspirator competitor is jointly and severally liable for three times the damages caused to a claimant by the conspiracy (i.e. treble damages). Thus, one conspirator can be held liable for the acts and damages caused by other participants in the conspiracy and the plaintiff may seek to recover from a single defendant treble the damages related to its purchases from all of the participants in the conspiracy, plus attorneys’ fees and expenses. Companies faced with antitrust claims are exposed not just to the claims of their own customers, but also to the claims of non-customers who were damaged in their purchases from competitors who participated in the unlawful conspiracy. As a result, in class action and individual antitrust settlements, defendants can and do settle claims of non-customers as well as customers. CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 U.S. Securities and Exchange Commission November 5, 2015 Page 4 The risk to each co-conspirator of treble damage awards for all affected sales, not just its own sales, is a major factor that causes many antitrust claims to be settled prior to trial. If a claimant settles with a co-conspirator, the claimant is still free to pursue treble the damages sustained in its purchases from all co-conspirators, including its purchases from the party that settled. If the claimant later wins a judgment against a co-conspirator for treble the damages incurred in all affected purchases, the amount of the total award would be reduced by the prior settlement payment(s). The Company faced risk [*] in excess of [*] At the beginning of the discussions between the Company and the OEM, the parties entered into an agreement to engage in a private dispute resolution process that would enable the parties to investigate, evaluate, negotiate and ultimately resolve the OEM’s global claims against the Company. This process included both a mediation and then an arbitration in the event that the parties could not reach a resolution through the course of negotiations. After several months of discussions and negotiations and shortly before the planned mediation, the OEM finally provided the Company the damages models and other information the Company had requested, which would allow the Company to fully evaluate the OEM’s claims. [*]. [*]. [*]. The settlement agreement released the OEM’s claims in excess of [*] Under the settlement agreement between the Company and the OEM, the OEM released the Company and its subsidiaries [*]. The Company’s settlement payment brought the Company a final resolution of all known and unknown claims for treble the damages allegedly caused by the Company and its competitors in their global sales to the OEM, plus the OEM’s legal fees and expenses. By entering into the settlement agreement, the Company avoided the risk [*] in excess of [*], as well as the considerable time and resources the Company would have had to devote to its defense, including the significant time and distraction and substantial legal and expert witness fees and expenses. III. Analysis of ASC 605-50-45-2 The Company received an “identifiable benefit” that was “sufficiently separable” As contemplated by ASC 605-50-45-2, the Company received an “identifiable benefit” in exchange for entering into the settlement agreement with the OEM that was “sufficiently separable” from the OEM’s purchase of the Company’s products. The Company was released from the risk of having to pay [*] in excess of [*], including [*] consisting of the penalty portion of treble damages and damages allegedly sustained by the OEM in its purchases from the Company’s alleged co-conspirators. The avoided exposure was substantially more than the amount of any alleged overcharge on the Company’s own sales to the OEM since the avoided exposure included damages incurred in the OEM’s purchases from other alleged co-conspirators and substantial penalties in the form of treble damages. As noted above, the Company received [*]. Thus, the Company received an identifiable benefit in the form of a release in exchange for the settlement payment. CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 U.S. Securities and Exchange Commission November 5, 2015 Page 5 Further, although the OEM is a customer of the Company, the release obtained by the Company from the OEM was related to the Company’s alleged role in so-called collusive “price fixing and business allocations,” rather than the Company’s role as a vendor to the OEM. As an alleged co-conspirator, the Company would have faced the possibility of paying treble damages to the OEM related to the OEM’s purchases from other co-conspirators even if the Company sold no products to the OEM, as it is the role in the alleged conspiracy, and not the Company’s sales to the OEM, that put the Company at risk. Because the potential antitrust liability relates not to the sale of products, but to the alleged conspiratorial conduct, the amount of the Company’s potential liability to the OEM was dependent upon how much product the OEM had purchased from all alleged conspirators. Thus, even if the OEM had purchased no product from the Company at all, but had instead made the same amount of purchases from other alleged co-conspirators, the Company would have faced the exact same potential liability. Thus, the benefit of a release from antitrust liability could have been obtained by the Company from the OEM even if the OEM had not been a customer of the Company. The Company is able to “estimate the fair value of the benefit” As noted above, if the Company had proceeded to arbitrate the claims with the OEM, the Company would have been exposed to the risk of having to pay treble the damages allegedly sustained by the OEM in all of its purchases, including damages sustained in sales made by the Company’s alleged co-conspirators, which could have exceeded [*]. While the Company would have vigorously challenged the damage claims, the Company was negotiating from the standpoint that it and certain competitors had previously pled guilty to antitrust violations involving other customers. If the Company did not settle these claims with the OEM, the matter would have been resolved in a binding arbitration. Thus, the Company believes that the fair value of the relief from potential liability, which it obtained in the settlement agreement, exceeded the settlement amount [*]. The amount of the settlement did not include an excess payment to preserve a relationship with the OEM The Company believes that the settlement did not include an amount over and above the value of the release from liability, and that there is no excess amount that should be deemed to represent a payment necessary to preserve the customer relationship or an inducement for the OEM to settle the claim, as described in the Staff’s 2007 speech. [*]. As noted in the Company’s previous response letters, [*]. Although the Company considered its relationship with the OEM in connection with the settlement and received additional benefits in the settlement [*], those benefits did not induce the Company to settle the claim for an amount in excess of the value of the release from liability. [*]. [*]. Pursuant to the guidance in ASC 605-50-45-2, so long as the fair value of the identifiable benefit that is sufficiently separable from the purchase by the customer of the vendor’s products exceeds the amount paid, the entire amount paid is classified as a cost, rather than as a reduction of revenue. The Company believes that the value of the release from potential liability was in excess of the amount of the settlement payment, and therefore there was no residual amount of the settlement payment that should be classified as a reduction of revenue. CONFIDENTIAL TREATMENT REQUESTED BY AUTOLIV, INC. PURSUANT TO 17 C.F.R. §200.83 U.S. Securities and Exchange Commission November 5, 2015 Page 6 Application of ASC 605-50-45-2 in antitrust litigation Although ASC 605-50-45-2 was written broadly and the accounting for a litigation settlement with a customer falls within the standard, as confirmed in the Staff’s 2007 speech, the Company notes that the activity that the Company was alleged to have undertaken that exposes it to liability was no
2015-10-22 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP October 22, 2015 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 Response dated June 23, 2015 File No. 001-12933 Dear Ms. Raminpour: We are in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance at the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated September 24, 2015 (the “Comment Letter”). The Comment Letter requests that the Company respond to the comments by October 8, 2015 or tell the Staff the date by when the Company will provide its response. As discussed with the Staff, we are writing to confirm that we have requested a further extension to respond to the Comment Letter until November 5, 2015. We appreciate the Staff’s cooperation in this matter. If you have any questions or comments to this letter, please call the Company’s outside counsel, Dennis O. Garris, at Alston & Bird LLP, at 202-239-3452. Sincerely, /s/ Mats Wallin Mats Wallin Chief Financial Officer Cc: Fredrik Peyron, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2015-09-30 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm Correspondence Letter September 30, 2015 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 Response dated June 23, 2015 File No. 001-12933 Dear Ms. Raminpour: We are in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance at the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated September 24, 2015 (the “Comment Letter”). The Comment Letter requests that the Company respond to the comments by October 8, 2015 or tell the Staff the date by when the Company will provide its response. As discussed with the Staff, we are writing to confirm that we have requested an extension to respond to the Comment Letter until October 22, 2015. We appreciate the Staff’s cooperation in this matter. If you have any questions or comments to this letter, please call the Company’s outside counsel, Dennis O. Garris, at Alston & Bird LLP, at 202-239-3452. Sincerely, /s/ Mats Wallin Mats Wallin Chief Financial Officer Cc: Fredrik Peyron, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2015-09-24 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561 September 24, 2015 Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th Floor, SE -111 20 Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10 -Q for the Quarterly Period March 31 , 2015 Response dated June 23 , 2015 File No. 001-12933 Dear Mr. Wallin : We have reviewed your June 23 , 2015 response to our comment letter dated May 27, 2015 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 advis e 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-Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 15 1. We note your response to our prior comment number 4; however, it does not appear that your recognition of the settlement payment as an operating expense is c onsistent with GAAP. Since the settlement payment was made to your customer, we believe the payment is within the scope of ASC 605 -50. ASC 605 -50-45-2 requires cash consideration paid to a customer be classified as a reduction of revenues unless the vendor receives an identifiable benefit and fair value of that benefit can be reliably measured. Based upon your prior responses, it appears that the entire amount should be Mats Wallin Autoliv, Inc. September 24, 2015 Page 2 characterized as a reduction of revenues within your income statement. Please advise or revise your financial statements accordingly. You may contact Beverly A. Singleton at (202) 551 -3328 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551 -3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief Office of Transportation and Leisure
2015-06-23 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm Correspondence FOIA CONFIDENTIAL TREATMENT OF LIMITED PORTIONS REQUESTED BY AUTOLIV, INC., PURSUANT TO RULE 83 (17 C.F.R. §200.83) AND RULE 12B-4 OF THE EXCHANGE ACT June 23, 2015 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 File No. 001-12933 Dear Ms. Raminpour: We are responding to the comments of the staff (the “Staff”) of the Division of Corporation Finance at the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comments dated May 27, 2015 (the “Comment Letter”), to the above referenced filings of Autoliv, Inc. (the “Company”). The Company has filed, via EDGAR, this letter (tagged correspondence). For your convenience, we have reproduced in italics below the comments from the Comment Letter with the responses following. Pursuant to the provisions of Rule 12b-4 (“Rule 12b-4”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules of Practice of the Commission contained under 17 C.F.R. § 200.83 (“Rule 83”), the Company has supplementally furnished and requests confidential treatment for the information attached to this letter as Supplement A (the “Supplemental Materials”). The Supplemental Materials included in Supplement A have been omitted from the Company’s filing on EDGAR and are submitted separately to the Staff. In accordance with Rule 12b-4, the Company requests that the Supplemental Materials be returned promptly following completion of the Staff’s review. The Supplemental Materials, as provided in Rule 12b-4, are not required to be filed with or deemed part of the Company’s Exchange Act reports. Please return the Supplemental Materials in the enclosed addressed, prepaid overnight delivery envelope when you have completed your review, or call the undersigned and we will arrange to have the Supplemental Materials retrieved from the Commission. Additionally, in accordance with Rule 83, because of their commercially sensitive nature, the Company requests, confidential treatment of the Supplemental Materials. The Company has submitted a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with United States Securities and Exchange Commission Page 2 the confidential treatment request of the Supplemental Materials. Any questions or notifications with respect to this request for confidential treatment should be directed to our outside counsel, Dennis O. Garris, at Alston & Bird LLP at 202-239-3452. Form 10-Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 15 1. Please advise how many OEMs were included in the direct purchaser class, and how many opted-out of the settlement agreement reached in May 2014. We noted of those that opted-out, settlements were reached with two OEMs during the quarter ended March 31, 2015. One of which accounted for most of the $81 million aggregate settlement amount. In this regard, please explain why the settlement amount for this particular OEM was significantly higher relative to the class settlement agreement of $40 million reached in May 2014. As part of your response, please identify the OEM. RESPONSE: All OEMs who purchased occupant safety products in the U.S. from any defendant in the Occupant Safety Systems segment of the Automotive Parts Antitrust Multi-District Litigation were initially included in the Company’s settlement with the U.S. direct purchaser settlement class. A total of 20 OEMs were among those settlement class members who were given notice of the Company’s settlement and were given the option to opt-out of the settlement class by October 30, 2014. Two OEMs opted out of the settlement class. All other OEMs and all other direct purchasers remained in the settlement class, did not object to the settlement and were bound by the settlement that covered only purchases of occupant safety products in the U.S. and was announced in May 2014 and approved by the court in January 2015. The response to the remainder of the Staff’s comment is included in Supplement A. We believe it is appropriate to include our response in Supplement A since it describes confidential commercial information and litigation negotiation and settlement discussions. 2. For the OEM that accounted for most of the aggregate settlement amount reached in March 2015, please provide us with a detailed timeline which includes claims for damages requested by the OEM, and any counter offers made by you. In addition, please explain to us in greater detail the nature of the losses and damage contentions asserted by the OEM and why you believed they were unverified and unsupportable, including why the information provided by the OEM was insufficient to justify its claim. Please be specific in your response. RESPONSE: In response to the Staff’s comment, the Company has included in Supplement A a detailed timeline of the discussions with the OEM leading up to the announcement of the settlement agreement, including the claims for damages requested by the OEM and any counter offers made by the Company. We believe it is appropriate to include our response in Supplement A since it describes confidential commercial information and litigation negotiation and settlement discussions. We thought it may be helpful to the Staff to provide some background regarding antitrust disputes. Parties attempting to settle or litigate antitrust disputes face significant challenges as these United States Securities and Exchange Commission Page 3 disputes present complex issues involving both liability and damages. Antitrust liability issues typically focus on the inferences and conclusions that can be drawn from the relevant facts. The ultimate liability question is whether and to what extent a company conspired with one or more competitors to affect the prices charged to the claimant, causing antitrust injury to the claimant. Facts, inferences and causation are often hotly disputed, as was the case here. Questions, including, did a communication between competitors occur, what was its meaning, did it or related actions have an effect on prices, and for which particular products, are repeatedly applied to complex fact patterns. Parties will disagree over whether there exists an innocent, legitimate business explanation for certain conduct, or whether the conduct was part of a conspiracy in which competitors knowingly participated. Allegations of damages flowing from the antitrust injury are also examined and contested. Under the antitrust laws, each co-conspirator competitor is jointly and severally liable for three times the damages caused to a claimant by the conspiracy. Thus, a claimant may seek to recover from a single defendant treble the damages it suffered in its affected purchases from all the participants in the conspiracy, plus attorneys’ fees. Damages, or the amount of the alleged overcharges above competitive prices, become a critical issue. A claimant must support its contentions with sound economic analysis and data, not unsupported claims or so-called junk science as referred to by the courts. Damages experts may use econometric models to compare prices of allegedly affected products during the period of an alleged conspiracy to prices for those products before and/or after the alleged conspiracy, in an attempt to show the amount of unlawful overcharges. In sum, parties attempting to resolve claims amicably or through adversarial proceedings must consider the existence, or not, of actionable misconduct, the scope of the misconduct and its effect, and whether and to what extent otherwise competitive prices were affected. Allegations of damages flowing from the antitrust injury are also examined and contested. Under the antitrust laws, each co-conspirator competitor is jointly and severally liable for three times the damages caused to a claimant by the conspiracy. Thus, a claimant may seek to recover from a single defendant treble the damages it suffered in its affected purchases from all the participants in the conspiracy, plus attorneys’ fees. Damages, or the amount of the alleged overcharges above competitive prices, become a critical issue. A claimant must support its contentions with sound economic analysis and data, not unsupported claims. Damages experts may use econometric models to compare prices of allegedly affected products during the period of an alleged conspiracy to prices for those products before and/or after the alleged conspiracy, in an attempt to show the amount of unlawful overcharges. In sum, parties attempting to resolve claims amicably or through adversarial proceedings must consider the existence, or not, of actionable misconduct, the scope of the misconduct and its effect, and whether and to what extent otherwise competitive prices were affected. 3. As part of your detailed timeline, please also provide timing of the communications that occurred between you and the OEM, including when consideration of the on-going business relationship became more a compelling reason for you to reach a potential settlement rather than moving forward with arbitration. Your response should include the nature of the discussion(s) which lead you to believe your business relationship would be at risk in which it eventually outweighed your belief that their claims were unsupportable. RESPONSE: In response to the Staff’s comment, the Company has included in Supplement A a detailed timeline of the negotiations and settlement communications with the OEM leading up to the announcement of the settlement agreement, including the timing of the Company’s discussions and considerations regarding the Company’s on-going business relationship with the OEM. We believe it is appropriate to include our response in Supplement A since it includes confidential commercial information and the negotiations and settlement communications are confidential and protected by Rule United States Securities and Exchange Commission Page 4 408 of the Federal Rules of Evidence, and have been maintained as such by the Company and the OEM. The settlement agreement is also confidential. 4. As it appears that maintaining a positive relationship with this customer was the impetus to settling, please tell us how you consider whether this transaction represented an inducement to the customer and why you believe it is appropriate to recognize the entire settlement amount within operating expense rather than as a reduction to revenue (i.e. incentive or concession). RESPONSE: In response to the Staff’s comment, the Company has included in Supplement A a discussion of why the Company believes the settlement was not an inducement to the OEM and why the Company believes it is appropriate to recognize the entire settlement amount within operating expense. We believe it is appropriate to include our response in Supplement A since it describes confidential commercial information and litigation negotiation and settlement discussions. 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. If you have any questions please do not hesitate to contact me. Sincerely, /s/ Mats Wallin Mats Wallin Chief Financial Officer Cc: Fredrik Peyron, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP Supplement A The information in Supplement A has been redacted pursuant to a confidential treatment request by Autoliv, Inc. under Rules 83 and 12b-4.
2015-06-10 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP June 9, 2015 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 File No. 001-12933 Dear Ms. Raminpour: We are in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance at the Securities and Exchange Commission contained in its comment letter to Autoliv, Inc. (the “Company”), dated May 27, 2015 (the “Comment Letter”). The Comment Letter requests that the Company respond to the comments by June 10, 2015 or tell the Staff the date by when the Company will provide its response. As discussed with the Staff, we are writing to confirm that we have requested an extension to respond to the Comment Letter until June 24, 2015. We appreciate the Staff’s cooperation in this matter. If you have any questions or comments to this letter, please call the Company’s outside counsel, Dennis O. Garris, at Alston & Bird LLP, at 202-239-3452. Sincerely, /s/ Mats Wallin Mats Wallin Chief Financial Officer Cc: Fredrik Peyron, Group Vice President for Legal Affairs, General Counsel and Secretary, Autoliv, Inc. Dennis O. Garris, Alston & Bird LLP
2015-05-27 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
May 27 , 2015 Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th Floor, SE -111 20 Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10 -Q for the Quarterly Period Ended March 31, 2015 Response dated May 12, 2015 File No. 001-12933 Dear Mr. Wallin : We have reviewed your May 12, 2015 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 th e 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 -Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 15 We have reviewed your response to our prior comment 1 and have the following additional comments. 1. Please advise how many OEMs were included in the direct purchaser class, and how many opted -out of the settlement agreement reached in May 2014. We noted of those that opted -out, settlements were reached with two OEMs during the quarter ended March 31, 20 15. One of which accounted for most of the $81 million aggregate settlement amount. In this regard, please explain why the settlement amount for this particular OEM Mats Wallin Autoliv, Inc. May 27 , 2015 Page 2 was significantly higher relative to the class settlement agreement of $40 million reache d in May 2014. As part of your response, please identify the OEM. 2. For the OEM that accounted for most of the aggregate settlement amount reached in March 2015, please provide us with a detailed timeline which includes claims for damages requested by t he OEM, and any counter offers made by you. In addition, please explain to us in greater detail the nature of the losses and damage contentions asserted by the OEM and why you believed they were unverified and unsupportable, including why the information provided by the OEM was insufficient to justify its claim. Please be specific in your response. 3. As part of your detailed timeline, please also provide timing of the communications that occurred between you and the OEM, including when consideration of the on -going business relationship became more a compelling reason for you to reach a potential settlement rather than moving forward with arbitration. Your response should include the nature of the discussion(s) which lead you to believe your business relationship would be at risk in which it eventually outweighed your belief that their claims were unsu pportable. 4. As it appears that maintaining a positive relationship with this customer was the impetus to settling, please tell us how you consider whether this transaction represented an inducement to the customer and why you believe it is appropriate t o recognize the entire settlement amount within operating expense rather than as a reduction to revenue (i.e. incentive or concession). We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain th at 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: 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 Commissi on or any person under the federal securities laws of the United States. Mats Wallin Autoliv, Inc. May 27 , 2015 Page 3 You may contact Beverly A. Singleton at (202) 551 -3328 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551 -3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief
2015-05-12 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm CORRESP May 12, 2015 Melissa Raminpour Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Quarterly Period Ended March 31, 2015 File No. 001-12933 Dear Ms. Raminpour: 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 30, 2015 (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 the comment from the Comment Letter with the response following. Form 10-Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 15 1. We note from disclosures provided in your fiscal 2014 Form 10-K you were in discussions with certain OEMs regarding the possible resolution of potential claims for purchases not covered by the U.S. direct purchaser settlement. You also disclose that any potential loss contingencies resulting from discussions with these OEMs, individually or in the aggregate, were not reasonably estimable at that time; therefore, no additional amounts were accrued. In March 2015, you reached agreements regarding additional settlements to resolve the above claims and the total amount of such settlements was $81 million of which $77 million was expensed during the first quarter of 2015, net of existing amounts that had been accrued for in 2014. In this regard, please explain to us the facts and circumstances and timeline surrounding the negotiation and upon ultimately reaching the additional settlement agreements. As part of your response, please provide us with your policy and procedures determining the timing and recognition of contingent liabilities pursuant to ASC 450-20-25 and more specifically, tell us why a reasonable estimate of the loss could not be made given the close proximity to when you reached the settlement agreements with certain direct purchasers’ global (including U.S.) or non-U.S. antitrust claims which were not covered by its U.S. direct purchaser settlement. Notwithstanding the above, please tell us why you were unable to disclose an estimate of the possible loss or range of loss at the end of fiscal 2014 pursuant to ASC 450-20-50. United States Securities and Exchange Commission Page 2 RESPONSE: Policy and Procedures Regarding Timing and Recognition of Contingent Liabilities In accordance with ASC 450-20-25-2, prior to the issuance of the Company’s financial statements for each reporting period, the Company evaluates each loss contingency to determine whether or not it is probable, reasonably possible or remote that a liability has been incurred. If a liability is at least reasonably possible, the Company then evaluates whether a possible loss or range of loss can be reasonably estimated, and, if a liability is probable, whether the amount of loss can be reasonably estimated. This evaluation is the result of a process designed to determine the timing and recognition of contingent liabilities and the disclosure related thereto. The Company performs assessments on a quarterly basis, or more frequently upon the occurrence of a significant event, of any potential or new litigation matters, the status of existing litigation matters, and any existing or potential regulatory actions from governmental agencies such as the IRS, the SEC or local tax authorities. These discussions continue to take place through the date the applicable financial statements are issued or are available to be issued. The assessments involve meetings of the Company’s accounting staff, including the Corporate Controller and the Chief Financial Officer, and the Company’s internal legal staff. At these meetings, the status of all significant legal contingencies is reviewed, with a view to whether accounting recognition or disclosure is required. We consider our knowledge of the facts (to the extent such facts have been developed), the advice and perspective of our internal legal staff as well as the advice and perspective of external legal counsel, the stage at which the loss contingency is in its potential life cycle, and other factors that we consider relevant and material to that particular loss contingency and to the Company as a whole. We have incorporated the parameters of ASC 450, including, but not limited to, ASC 450-20-55-12 and ASC 450-20-25-2(a), in our evaluation in that if the underlying cause of the litigation, claim, or assessment is an event occurring before the date of the Company’s financial statements, the probability of an outcome unfavorable to the Company is assessed to determine whether the conditions in paragraph ASC 450-20-25-2(a) are met. The parameters of ASC 450-20-50 are also incorporated such that if the Company cannot establish a reasonable estimate of a loss or range of loss then disclosure is preferable. The conditions for recognition of a contingent liability are outlined in ASC 450-20-25-2(a). Specifically, if the Company, upon considering the items outlined in ASC 450-20-25-2(a), has determined that the conditions for a contingent liability are present, it will record a loss contingency by accruing a charge to income if both of the following conditions outlined in ASC 450-20-25-2(a) are met: 1. Information available to the Company before the financial statements are issued or are available to be issued (as discussed in ASC 855-10-25) indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. The date of the financial statements means the end of the most recent accounting period for which financial statements are being presented. 2. The amount of loss can be reasonably estimated. If upon completion of the above analysis, it is determined that a loss is probable or reasonably possible, the specific facts of the legal matter are discussed by the group, focusing on the “probability” of a loss and whether the facts are sufficient at that time to establish a “reasonable estimate” of a loss or range of loss. In order to determine this, the group evaluates numerous factors such as those described in ASC 450-20-55-12, as well as other similar matters that could be considered precedent for that particular matter. United States Securities and Exchange Commission Page 3 Based on these internal assessments by the accounting staff, including the Corporate Controller and the Chief Financial Officer, and the Company’s internal legal staff with input from external legal counsel, the Company evaluates if an accrual for a loss can be made or not at the date the financial statements are issued or are available to be issued. If a loss is probable but not estimable, including a range of amounts, a disclosure is made as guided by ASC 450-20-50 stating the (i) nature of the contingency and (ii) an estimate of the possible loss or range of loss or that an estimate of the loss cannot be made. If a loss is at least reasonably possible, but not probable, the Company incorporates ASC 275-10-50-9, and disclosure is provided that indicates the nature of the uncertainty and includes an indication that it is at least reasonably possible that a loss contingency was incurred and that the effect on the financial statements may change in the near term due to one or more future confirming events and whether the effect of those future confirming events could be material to the financial statements. The Company’s external auditors review the Company’s contingent liability accrual determinations as part of its audit procedures. Facts and Circumstances Surrounding Settlement and Reasonable Estimates of Loss Background Regarding Class Action Settlement As disclosed in the Company’s Form 10-Q for the quarterly period ended March 31, 2015 (the “Form 10-Q”), the Company entered into a settlement agreement in May 2014 where it agreed to pay $40 million to members of the direct purchaser settlement class with respect to U.S. antitrust claims, subject to reductions if settlement class members opted out of the settlement. This amount was expensed during the second quarter of 2014. In July 2014, the direct purchaser settlement received preliminary court approval. Following the receipt of opt-out notices from members of the direct purchaser class, which were due by October 30, 2014, the class settlement amount was, pursuant to the terms of the settlement agreement, reduced to approximately $35.5 million. The Company disclosed that the amount by which the direct purchaser settlement was reduced (i.e. $4.5 million) remained accrued. Following a fairness hearing in December 2014, the court in January 2015 entered an order granting final approval to the direct purchaser class settlement. Unable to Estimate a Possible Loss or Range of Possible Loss at FYE As further discussed below, following the opt-out deadline, the Company engaged in extended and complex discussions with two OEMs regarding both U.S. and non-U.S. claims not covered by the U.S. direct purchaser settlement. The discussions continued into March 2015, when settlements were reached and disclosed. However, at the time of the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “10-K”) on February 19, 2015, although the Company believed that a loss was probable, it could not reasonably estimate the possible loss or a range of possible loss with respect to these claims in excess of the $4.5 million previously accrued. This was based on the Company’s belief at the time that the OEMs’ damages contentions were unverifiable and that the matters would not be resolved for the scope of claims asserted by the OEMs. The Company continued to accrue the $4.5 million because it believed that any claims made by the OEMs that opted out would likely not be resolved for less than this amount. Although the Company could not reasonably estimate the possible loss or range of loss with respect to the OEMs’ claims at that time in excess of the amount already accrued, the Company believed a loss was probable and therefore disclosed the existence of the loss contingency and these discussions in the Form 10-K. This approach is consistent with the requirements of ASC 450-20-50 that disclosure is preferable where the possible loss or range of loss is not reasonably estimable. United States Securities and Exchange Commission Page 4 Settlement Discussions with an OEM The settlement with one OEM accounted for most of the $81 million aggregate settlement amount. The Company had previously agreed in 2014 with this OEM to dispute resolution procedures that included both a mediation and an arbitration in the event that the parties could not reach a resolution through the course of negotiations. During discussions, following the opt-out deadline at the end of October 2014 and through early March 2015, the Company and the OEM had significant disagreements over the validity of the claims and the OEM’s purported damages model. The Company doubted that it had injured the OEM, disputed the scope of the OEM’s claims and believed that the OEM’s damages contentions were unsupportable and unverifiable, which resulted in the parties being far apart throughout these discussions in their respective positions regarding both the existence and extent of any liability or injury. Proposals by the OEM to settle the dispute were, accordingly, rejected by the Company. Negotiations and Exchange of Economic Data In December 2014, the Company began to request that the OEM provide it with the economic data used by the OEM and its experts in assessing the scope and amount of its alleged damages. Assessing the liability and damages for antitrust matters is complex and requires comprehensive economic analysis and modeling and the Company engaged economic experts to review such data and analyze the validity of the damage assessments asserted by the OEM. The information generally is highly confidential business information that cannot be viewed by the opposite parties so the outside experts are used to view and analyze the information. The economic data that the Company requested included the damages model used by the OEM’s experts and the data and assumptions used in the model. In early January 2015, the parties began discussing the first steps toward mediation when the OEM suggested that the parties select a mediator in the event the dispute could not be resolved. However, the Company did not want to engage in further substantive discussions or begin the mediation process until it had been provided with the economic data used by the OEM and its experts in assessing the scope and amount of its alleged damages. On January 22, 2015, pursuant to the Company’s requests, the OEM finally provided the Company’s experts with a portion of the data used by the OEM and its experts. The Company’s experts immediately began to review the data. After the Company’s experts reviewed the data, the experts believed that the data did not support the OEM’s claims but that the Company still needed additional information. On February 3, 2015, the Company asked the OEM to provide the Company’s experts with the remainder of the economic data. On February 4, 2015, the parties selected a mediator and scheduled mediation for March 4, 2015, the earliest date on which the mediator was available. The mediation of the claims on March 4, 2015 was a condition precedent to arbitration. Because the parties remained entrenched in their respective positions, it became increasingly evident throughout January and early February that mediation in early March would be required as the next step in the process as the parties attempted to resolve the dispute. Therefore, at the time of filing the 10-K, the Company continued to believe that the OEM’s damages contentions were unverifiable and that its demands were unreasonable. As a result, adversarial proceedings to resolve the claims remained an option, and the outcomes of any settlement negotiations or such adversarial proceedings were not susceptible of estimation as to outcome or minimum result and that the Company was unable to estimate a range of loss. United States Securities and Exchange Commission Page 5 Mediation and Customer Relationship The OEM finally provided, on February 19, 2015, after the 10-K was filed, the Company’s economic experts with the additional information it had requested, at which time the Company’s experts began to immediately review the additional economic data from the OEM and conduct their own analysis. Following this analysis, the Company continued to disagree with the validity of the OEM’s damage assessment. Additionally, during the end of February and early March 2015, the business considerations regarding a potential settlement became more compelling and were highlighted as a result of communications between senior business people at the Company and the OEM. Following these communications, the Company became concerned that if the Company moved to arbitrate these claims with the OEM, the business relationship with the OEM could be damaged. Therefore, the Company became more willing to entertain the possibility of a settlement. The mediation occurred on March 4, 2015. The mediation provided clarity on the achievable settlement parameters and, while not resulting in a settlement during the mediation session, was, along with the business considerations, a catalyst for the settlement. Following the mediation, the Company agreed to enter into a settlement with the OEM, which was finalized later in the
2015-05-05 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712)
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
2015-04-30 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
April 30 , 2015 Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th Floor, SE -111 20 Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10 -Q for the Quarterly Period Ended March 31, 2015 File No. 001-12933 Dear Mr. Wallin : 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 -Q for the quarter ended March 31, 2015 11. Contingent Liabilities Antitrust matters, page 1 5 1. We note from disclosures provided in your fiscal 2014 Form 10 -K you were in discussions with certain OEMs regarding the possible resolution of potential claims for purchases not covered by the U.S. direct purchaser settlement. You also disclose that an y potential loss contingencies resulting from discussions with these OEMs, individually or in the aggregate, were not reasonably estimable at that time; therefore, no additional amounts were accrued. In March 2015, you reached agreements regarding additio nal settlements to resolve the above claims and the total amount of such settlements was $81 million of which $77 million was expensed during the first quarter of 2015, net of existing amounts that had been accrued for in 2014. In this regard, please explain to us the facts and circumstances and timeline surrounding the negotiation and upon ultimately Mats Wallin Autoliv, Inc. April 30 , 2015 Page 2 reaching the additional settlement agreements. As part of your response, please provide us with your policy and procedures determining the timing and recognitio n of contingent liabilities pursuant to ASC 450 -20-25 and more specifically, tell us why a reasonable estimate of the loss could not be made given the close proximity to when you reached the settlement agreements with certain direct purchasers’ global (inc luding U.S.) or non -U.S. antitrust claims which were not covered by its U.S. direct purchaser settlement. Notwithstanding the above, please tell us why you were unable to disclose an estimate of the possible loss or range of loss at the end of fiscal 2014 pursuant to ASC 450 -20-50. 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 ru les 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: 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 Beverly A. Single ton at (202) 551 -3328 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551 -3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief
2015-04-17 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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
2014-11-24 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
November 24, 2014 Via E -mail Andrei Elefant President and Chief Executive Officer Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 4501317 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2013 Filed March 27, 2014 File No. 001-33129 Dear Mr. Elefant : 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 feder al 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 ru les require. Sincerely, /s/ Patrick Gilmore Patrick Gilmore Accounting Branch Chief
2014-11-13 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
zk1415819.htm
Securities and Exchange Commission
November 13, 2014
November 13, 2014
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Patrick Gilmore
Re:
Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2013
Filed March 27, 2014
File No. 001-33129
Dear Mr. Gilmore:
On behalf of our client, Allot Communications Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s comment letter dated October 30, 2014 (the “Comment Letter”) with respect to the above-referenced filing of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For ease of reference, each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The information included herein has been provided to us by management of the Company.
Form 20-F for the Fiscal Year Ended December 31, 2013
Item 18: Financial Statements
Consolidated Financial Statements
Consolidated Statements of Comprehensive Income, page F-8
1.
We note your disclosure of the components of other comprehensive income and the related disclosure on page F-27. Please tell us what consideration was given to disclosing the income tax effect for each component. We refer you to ASC 220-10-45-11 and 12.
Securities and Exchange Commission
November 13, 2014
Response:
The components of other comprehensive income (loss) are in respect of the Israeli parent company, Allot Communications Ltd. (“Allot”). For the reported periods, the Company's other comprehensive income (loss) is comprised of the following two components: (1) unrealized gain (loss) on foreign currency cash flows hedge transactions and (2) unrealized gain on available-for-sale marketable securities.
In accordance with ASC 740-10-30-8, deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deductible or taxable temporary difference is expected to be realized or settled. As stated in note 13 to the Company’s consolidated financial statements, Allot is subject to tax benefits under Israel’s law for the Encouragement of Capital Investments, 1959 (the “Law”). Under the Law, Allot’s ordinary taxable income is tax-exempt for a period of two years commencing with the year it first earns taxable income and, thereafter, at a reduced corporate tax rate of 16% for subsequent years.
The Company’s cash flow derivative instruments have a term of up to one year and are considered an ordinary source of taxable income. For the year ended December 31, 2011, the Company had a full valuation allowance recorded on its deferred tax asset for Allot and therefore there is no income tax effect in respect of this component. For the years ended December 31, 2012 and 2013, the cash flow derivative instruments were expected to be realized as ordinary income (loss) for tax purposes subject to the Law at the enacted tax rate of 0% and, accordingly, there is no tax effect on the component of other comprehensive income of unrealized gain (loss) on foreign currency cash flow hedge transactions for these reported periods
The second component of other comprehensive income is in respect of unrealized gains on available-for-sale marketable securities. These marketable securities are considered capital investments for tax purposes in Israel and any realized gains or losses from such marketable securities are deemed a capital gain (loss). Allot records a full valuation allowance with respect to its carryforward capital losses, as it believes it is more likely than not that such capital losses will not be utilized in the foreseeable future. This is because, in accordance with Israeli tax regulations, capital losses may only be offset against capital gains. For the reported periods, the valuation allowance with respect to the carryforward capital losses was reduced by the deferred tax liability in respect of the unrealized gain for such marketable securities which is considered a source of taxable income. The reduction in the valuation allowance was credited to other comprehensive income in accordance with ASC 740-20-45-11 and the net effect was zero.
Since there was no tax effect on the two components of Allot’s other comprehensive income (loss), no disclosure was required in accordance with ASC 220-45-11 and 12.
2
Securities and Exchange Commission
November 13, 2014
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
h. Inventories, page F-18
2.
You disclose that inventory cost is determined using the weighted average cost method. In your December 31, 2012 Form 20-F you disclosed that inventory costs were determined using the “first in, first out” cost method. Please quantify for us the impact of this change and describe the reasons for the change, including why applying the average cost method is preferable. Tell us if you believe this is a change in accounting principle and what consideration was given to providing the disclosure pursuant to ASC 250-10-50.
Response:
As of January 1, 2013, the Company completed its implementation of a new Enterprise Resources Planning (“ERP”) system. The new ERP system provides among other functions, inventory management, operating, budgeting and financial reporting to better support the Company's business growth. The new ERP inventory system module utilizes the weighted average cost (“WAC”) method for determining inventory cost and replaced the previous inventory system module utilizing the First-In, First-Out cost (“FIFO”) method used by the Company in prior years.
The Company considered ASC 250-10-45 and concluded that the change in the cost method is a change in accounting principle as the WAC method is an allowable alternative accounting principle and is a preferable method to the Company. The Company decided that the WAC method is preferable compared to the FIFO method as this module would be most efficient in managing the operational side of the Company's inventory in the new ERP system. In addition, the new inventory module has the ability to create a detailed bill of materials for each stock keeping unit (SKU), which will enable the Company to analyze more precisely gross margins on a per transaction basis.
The Company performed an analysis to quantify the impact of the change in accounting principle on prior years retrospectively and on a cumulative basis as of January 1, 2013. Based on the Company’s analysis, the effect of a change in accounting principle is immaterial to prior years 2011 and 2012, as well as on a cumulative basis. Specifically, the impact of the change was an increase in the statement of comprehensive income of approximately $80 thousand for the year ended December 31, 2011 and a decrease of approximately $80 thousand for the year ended December 31, 2012. As of January 1, 2013, the cumulative effect of the change was approximately $20 thousand. The change in the accounting principle did not result in a material impact to prior periods due to the fact the Company purchases substantially all its inventory from one subcontractor, whereby there were very minor fluctuations in inventory prices in the reported periods and the Company has a rapid inventory life cycle of only a few months. This is further supported by the Company’s analysis quantifying the cumulative effect as of December 31, 2013 had the Company changed its accounting principle as of January 1, 2014 to be less than $4 thousand.
3
Securities and Exchange Commission
November 13, 2014
Due to the immaterial impact of the above change in accounting principle on prior periods and the fact that this change is reasonably certain to not have a material effect in later periods, the Company concluded that the disclosures set forth in ASC 250-10-50 are not required.
* * *
Please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Shmuel Arvatz, Chief Financial Officer, Allot Communications Ltd.
4
November 13, 2014
VIA FACSIMILE AND EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Patrick Gilmore
Re:
Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2013
Filed March 27, 2014
File No. 001-33129
Dear Mr. Gilmore:
Further to the letter of White & Case LLP dated November 13, 2014 in connection with the above-referenced filing, Allot Communications Ltd., an Israeli company (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 Securities and Exchange Commission (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.
Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.
Sincerely,
ALLOT COMMUNICATIONS LTD.
By: /s/ Shmuel Arvatz
Name: Shmuel Arvatz
Title: Chief Financial Officer
2014-10-30 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
October 30, 2014 Via E -mail Andrei Elefant President and Chief Executive Officer Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 4501317 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2013 Filed March 27, 2014 File No. 001 -33129 Dear Mr. Elefant : 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 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 comment s, we may have additional comments. Form 20 -F for the Fiscal Year Ended December 31, 2013 Item 18: Financial Statements Consolidated Financial Statements Consolidated Statements of Comprehensive Income, page F -8 1. We note y our disclosure of the components of other comprehensive income and the related disclosure on page F -27. Please tell us what consideration was given to disclosing the income tax effect for each component. We refer you to ASC 220 -10-45-11 and 12. Andrei Elefant Allot Communications Ltd. October 30, 2014 Page 2 Notes to Consolidated Financial Statements Note 2: Significant Accounting Policies h. Inventories, page F -18 2. You disclose that inventory cost is determined using the weighted average cost method. In your December 31, 2012 Form 20 -F you disclose d that inventor y costs were determined using the “first in, first out” cost method. Please quantify for us the impact of this change and describe the reasons for the change, including why applying the average cost method is preferable. Tell us if you believe this is a change in accounting principle and what consideration was given to providing the disclosure pursuant to ASC 250 -10- 50. 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 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 the disclosures they have made. 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 Frank Knapp, Staff Accountant , at (202) 551 -3805 , or Joyce Sweeney , Staff Accountant , at (202) 551 -3449 , if you have questions regarding these comments . If you require further assistance, do not hesitate to contact me at (202) 551 -3406 . Sincerely, /s/ Patrick Gilmore Patrick Gilmore Accounting Branch Chief
2014-01-15 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
January 14, 2014 Via E -mail John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the fiscal year ended December 31, 2012 Filed February 19, 2013 File No. 000 -50743 Dear Dr. Maraganore : 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 Un ited 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/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director
2013-12-17 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm Response Letter Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 December 17, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director RE: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 19, 2013 File No. 000-50743 Dear Mr. Riedler: This letter is being furnished in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Commission’s letter dated December 2, 2013 (the “Comment Letter”) to John M. Maraganore, Ph.D., Chief Executive Officer of Alnylam Pharmaceuticals, Inc. (the “Company”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the documents incorporated by reference therein. The responses set forth below have been organized in the same manner in which the Commission’s comments and headings were organized in the Comment Letter. Comment 1: ALN-VSP — Liver Cancer, page 13 1. We note the disclosure on page 14 indicating that you have a license agreement with Ascletis. Please disclose the material terms of this agreement under a separate caption, including the patents licensed under this agreement and how they apply to your products, all other material rights and obligations of both parties, the duration, material termination provisions, payment provisions and prior and potential future payments. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement. Response 1 The Company analyzes each of its agreements for materiality when it enters into the agreement and periodically thereafter. Item 601(b)(10)(ii)(B) of Regulation S-K clarifies that if an agreement is such as ordinarily accompanies the kind of business conducted by the registrant, it will be deemed to be made in the ordinary course of business, and therefore not required to be filed, unless the agreement is, among other things, one “upon which the registrant’s business is substantially dependent.” With respect to the Company’s agreement with Ascletis Pharmaceuticals (Hangzhou) Co., Ltd. (“Ascletis”), the Company has concluded that its agreement with Ascletis was made in the ordinary course of the Company’s business and that its business is not substantially dependent on the agreement, and accordingly, the Company has not filed this agreement as an exhibit under Item 601(b)(10) of Regulation S-K. Mr. Jeffrey P. Riedler U.S. Securities and Exchange Commission December 17, 2013 Page 2 The Company is a biopharmaceutical company seeking to develop and commercialize novel therapeutics based on RNA interference (“RNAi”). As part of its collaboration strategy, the Company seeks to enter into co-development and/or worldwide or specific geographic partnerships for specific RNAi therapeutic programs in the ordinary course of business. Certain of these agreements may be material to the Company due to a combination of various factors, including the amount of any upfront payment, the amount of research and development funding support, the stage of the research and development program that is the subject of the agreement, the potential future milestone and royalty revenue amounts, and the geographic scope of the collaboration, among other factors. The Ascletis agreement is a regional agreement that provides rights to Ascletis to develop and commercialize the Company’s therapeutic candidate, ALN-VSP, at its own expense in a limited geographic region. Under the Ascletis agreement, there was no upfront payment and there are modest development and sales milestone payments and royalty rates, no co-development obligations, and no obligation on the part of Ascletis to provide the Company with development assistance or specific expertise outside of its limited geographic region. Moreover, the Company is not currently advancing ALN-VSP, the program that is the subject of the Ascletis Agreement, outside of the Ascletis territory until it identifies an additional partner for such territory. The Ascletis agreement does not fall within any of the enumerated categories under Item 601(b)(10)(ii)(B) of Regulation S-K that would disqualify it from the ordinary course exception. Notwithstanding the Company’s determination that the Ascletis agreement is not material under Item 601(b)(10) of Regulation S-K, the Company believes that disclosure of this agreement in its Form 10-K and other filings provides meaningful information for investors regarding the Company’s third-party collaboration efforts. Further, given the Company’s assessment regarding the materiality of the Ascletis agreement, it does not believe that a separately-captioned section describing additional terms of this agreement is necessary to provide investors sufficient information regarding the agreement. Comment 2: Medtronic, page 19 2. We note that you entered into a collaboration agreement with Medtronic. Please disclose the milestone payments paid to date and aggregate potential milestone payments that may be paid in the future. Please revise your disclosure to provide information about the royalty rate. For example, you may either provide a range of royalties within ten percent or a statement that the percentage is in the teens, twenties, etc. Additionally, please provide more precise information about the royalty term by stating the years during which the relevant patents will expire in each relevant jurisdiction. Response 2 To date, the Company has not made any milestone payments to Medtronic, Inc., (“Medtronic”). In addition, to the extent the Company is required to make milestone or royalty payments under this agreement, such payments will not represent a material percentage of its operating expenses or cash, cash equivalents and marketable securities. Accordingly, the Company does not believe that the payment of development or sales milestone payments to Medtronic would be material to the Company’s results of operations or financial condition. Mr. Jeffrey P. Riedler U.S. Securities and Exchange Commission December 17, 2013 Page 3 In addition, in April 2012, the Company elected to opt out of the one development program under its agreement with Medtronic. At this time, the Company has no responsibility for development or costs related to this program, and is only responsible to supply product to Medtronic at cost as well as technical support as requested. As noted in the Company’s response to Comment No. 1 above, the Company analyzes each of its agreements for materiality when it enters into the agreement and periodically thereafter. At this time, given the change of the Company’s involvement in development under the Medtronic Agreement, the Company has reassessed the materiality of its agreement with Medtronic and concluded that such agreement was made in the ordinary course of the Company’s business and that its business is not currently substantially dependent on this agreement, and accordingly, the Company does not intend to continue to file this agreement as an exhibit to its Form 10-K for the year ended December 31, 2013 under Item 601(b)(10) of Regulation S-K. Notwithstanding the Company’s determination that the Medtronic Agreement is no longer material under Item 601(b)(10) of Regulation S-K, the Company believes that disclosure of this agreement in its Form 10-K and other filings provides meaningful information for investors regarding the Company’s third-party collaboration efforts. Further, given the Company’s assessment regarding the materiality of the Medtronic agreement, it does not believe that additional disclosure of the terms of this agreement is necessary to provide investors sufficient information regarding the agreement. Comment 3: The Medicines Company, page 22 3. We note that you entered into a license agreement with MedCo. Please revise your disclosure to provide more precise information about the royalty rate. For example, you may either provide a range of royalties within ten percent or a statement that the percentage is in the teens, twenties, etc. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement. Response 3 The Company executed the license agreement with The Medicines Company (“MDCO”) on February 13, 2013. The agreement was originally filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K to the Company’s Form 10-Q for the quarter ended March 31, 2013 and re-filed as an exhibit to the Company’s Form 10-Q/A for the quarter ended March 31, 2013 to respond to the Staff’s comments on the Company’s Confidential Treatment Request. In response to the Staff’s comment regarding disclosure of more precise information about the royalty rate of the license agreement with MDCO, the Company intends to include revised disclosure regarding the MDCO agreement in its future filings with the Commission, including its Form 10-K for the year ended December 31, 2013, and to continue to file the agreement as an exhibit to its Form 10-K until such time as the Company determines that this agreement is no longer material as provided under Item 601(b)(10) of Regulation S-K . The revised disclosure will be substantially similar to that set forth below: “The Medicines Company. In February 2013, we and MDCO entered into a license and collaboration agreement pursuant to which we granted to MDCO an exclusive, worldwide license to develop, manufacture and commercialize RNAi therapeutics targeting PCSK9, including ALN-PCS02 and ALN-PCSsc, for the treatment of hypercholesterolemia and other human diseases. In consideration for the rights granted to MDCO under the MDCO agreement, MDCO paid us an Mr. Jeffrey P. Riedler U.S. Securities and Exchange Commission December 17, 2013 Page 4 upfront cash payment of $25.0 million. In addition, MDCO is required to make payments to us upon the achievement of specified clinical development, regulatory approval and commercialization milestones totaling up to $180.0 million. In addition, the Company will be entitled to royalties ranging from the low- to high- teens, based on annual worldwide net sales, if any, of ALN-PCS Licensed Products by MDCO, its affiliates and sublicensees, subject to reduction under specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, we may not receive any milestone or royalty payments from MDCO. Under the MDCO agreement, we and MDCO will collaborate in the further development of licensed products. We will retain responsibility for the development of licensed products until Phase I completion, as defined in the MDCO agreement, at our cost, up to an agreed upon initial development cost cap. MDCO will assume all other responsibility for the development and commercialization of licensed products, at its sole cost. Initially the collaboration included the development of both ALN-PCS02 and ALN-PSCsc in parallel. In October 2013, the parties announced the selection of ALN-PCSsc for ongoing development, in accordance with the terms of the MDCO agreement. The collaboration between us and MDCO will be governed by a joint steering committee that will be comprised of an equal number of representatives from each party. We will be solely responsible for obtaining supply of finished product reasonably required for the conduct of our obligations under the initial development plan through Phase I completion, and supplying MDCO with finished product reasonably required for the first Phase II clinical trial of a licensed product conducted by MDCO, at our expense, provided such costs do not exceed the development costs cap, subject to certain exceptions. After such time, MDCO will have the sole right and responsibility to manufacture and supply licensed product for development and commercialization under the MDCO development plan, subject to the terms of the MDCO agreement. We and MDCO intend to enter into a supply and technical transfer agreement to provide for supply of licensed products to MDCO within a specified time following the effective date of the MDCO agreement. Unless terminated earlier in accordance with the terms of the agreement, the MDCO agreement expires on a licensed product-by-licensed product and country-by-country basis upon expiration of the last royalty term for any licensed product in any country, where a royalty term is defined as the latest to occur of (1) the expiration of the last valid claim of patent rights covering a licensed product, (2) the expiration of the Regulatory Exclusivity, as defined in the MDCO agreement, and (3) the twelfth anniversary of the first commercial sale of the licensed product in such country. We estimate that our fundamental RNAi patents covering licensed products under the MDCO agreement will expire both in and outside of the United States generally between 2015 and 2023. We also estimate that our ALN-PCS product-specific patents covering licensed products under the MDCO agreement in the United States and elsewhere will expire at the end of 2033. These patent rights are subject to potential patent term extensions and/or supplemental protection certificates extending such terms in countries where such extensions may become available. In addition, more patent filings relating to the collaboration may be made in the future. Mr. Jeffrey P. Riedler U.S. Securities and Exchange Commission December 17, 2013 Page 5 Either party may terminate the MDCO agreement in the event the other party fails to cure a material breach or upon patent-related challenges by the other party. We may terminate the agreement in the event that a lead licensed product has not been designated by the joint steering committee within a designated time period. In addition, MDCO has the right to terminate the agreement without cause at any time upon four months’ prior written notice. During the term of the MDCO agreement, neither party will, alone or with an affiliate or third party, research, develop or commercialize, or grant a license to any third party to research, develop or commercialize, in any country, any product directed to the PCSK9 gene, other than a licensed product, without the prior written agreement of the other party, subject to the terms of the MDCO agreement.” Comment 4: Arrowhead, page 24 4. We note that you have a collaboration agreement with Arrowhead. Please disclose the material terms of this agreement under a separate caption, including the patents licensed under this agreement and how they apply to your products, all other material rights and obligations of both parties, the duration, material termination provisions, and payment terms and the prior and potential future payments. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K. Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement. Response 4 As discussed in the Company’s response to Comment No. 1 above, the Company analyzes each of its agreements for materiality when it enters into the agreement and periodically thereafter. The Company has determined that its agreement with Arrowhead Research Corporation (“Arrowhead”) is not a material contract required to be filed as an exhibit under Item 601(b)(10) of Regulation S-K. Item 601(b)(10)(ii)(B) of Regulation S-K clarifies that if an agreement is such as ordinarily accompanies the kind
2013-12-09 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP 1 filename1.htm Correspondence December 9, 2013 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Jeffrey P. Riedler, Assistant Director RE: Alnylam Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed February 19, 2013 File No. 000-50743 Ladies and Gentlemen: Alnylam Pharmaceuticals, Inc. (the “Company”) hereby advises the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that the Company has received the Staff’s letter dated December 2, 2013 (the “Comment Letter”), regarding the Commission’s review of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The Comment Letter requests that the Company respond within ten (10) business days from the date thereof, or inform the Staff of when the Company would provide a response. As discussed by Matthew Jones of the Commission with Mitchell Bloom, the Company’s outside counsel at Goodwin Procter LLP, the Company respectfully requests an extension of an additional ten (10) business days until December 31, 2013 to respond to the Comment Letter. The Company is committed to responding to the Comment Letter promptly and intends to provide a response to the Staff no later than December 31, 2013. Should you have any questions regarding the request made herein, please do not hesitate to contact me at (617) 551-8200. Thank you very much for your courtesy and cooperation in this matter. Sincerely, /s/ Michael P. Mason Michael P. Mason Vice President, Finance and Treasurer cc: Mitchell S. Bloom – Goodwin Procter LLP
2013-12-02 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
December 2, 2013 Via E -mail John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142 Re: Alnylam Pharmaceuticals, Inc. Form 10-K for the fiscal year ended December 31, 2012 Filed February 19, 2013 File No. 000-50743 Dear Dr. Maraganore : 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 c omments 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. ALN -VSP — Liver Cancer, page 13 1. We note the disclosure on page 14 indicating tha t you have a license agreement with Ascletis . Please disclose the material terms of this agreement under a separate caption, including the patents licensed under this agreement and how they apply to your products, all other material rights and obligations of both parties, the duration, material termination provisions, payment provisions and prior and potential future payments. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S -K. Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement. Medtronic, page 19 2. We no te that you entered into a collaboration agreement with Medtronic. Please disclose the milestone payments paid to date and aggregate potential milestone payments that may John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. December 2, 2013 Page 2 be paid in the future. Please revise your disclosure to provide information about the royalty rate. For example, you may either provide a range of royalties within ten percent or a statement that the percentage is in the teens, twenties, etc. Additionally, p lease provide more precise information about the royalty term by stating the years during which the relevant patents will expire in each relevant jurisdiction. The Medicines Company, page 22 3. We note that you entered into a license agreement with MedCo. Please revise your disclosure to provide more precise information about the royalty rate. For example, you may either provide a range of royalties within ten percent or a statement that the percentage is in the teens, twenties, etc. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S -K. Alte rnatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement . Arrowhead, page 24 4. We note that you have a collaboration agreement with Arrowhead . Please disclose the material ter ms of this agreement under a separate caption, including the patents licensed under this agreement and how they apply to your products, all other material rights and obligations of both parties, the duration, material termination provisions, and payment terms and the prior and potential future payments. Additionally, please file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S -K. Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent upon this agreement . Tekmira, page 24 5. We note your reference in the third full paragraph on page 25 to a significant buy down of milestone payments and a reduction of royalty rates payable to Tekmira resulting from the 2012 cross -licensing agreement. Please provide a range for the reduced roya lty rate within ten percent. 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: the company is responsible for the adequacy and accuracy of the disclosure in the filing; John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. December 2, 2013 Page 3 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 Matthew Jones at (202) 551 -3786 or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director
2013-10-29 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
PHARMATHENE, INC.
One Park Place, Suite 450
Annapolis, MD 21401
October 29,
2013
United States Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re:
PharmAthene, Inc. (the "Company")
Registration Statement on Form S-4, as amended
File No. 333-191055
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, the Company respectfully requests acceleration of the effective date of its Registration
Statement on Form S-4, as amended (File No. 333-191055) (the "Registration Statement"), so that the same will be declared
effective on Tuesday, October 29, 2013 at 4:30 p.m. Washington D.C. time, or as soon thereafter as is practicable.
The Company hereby acknowledges that:
· 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;
· 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.
Please contact our
counsel, Jeffrey A. Baumel (973-912-7189) or Rani Doyle (212-398-8467) of Dentons US LLP, with respect to any comments or questions
relating to the Registration Statement or this request for acceleration of effectiveness.
Very truly yours,
PHARMATHENE, INC.
By:
/s/ Eric I. Richman
Eric I. Richman
Chief Executive Officer
- 2 -
2013-10-22 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm VIA EDGAR October 22, 2013 Jeffrey P. Riedler Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PharmAthene, Inc. Registration Statement on Form S-4 Filed September 9, 2013 File No. 333-191055 Dear Mr. Riedler: PharmAthene, Inc. (the "Company") submits this letter in response to a comment letter dated October 16, 2013 received from the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company on September 9, 2013. In order to facilitate your review of our responses, the numbered paragraph below corresponds and responds to the Staff’s comment, which is restated below in bold text. Form S-4 Risk Factors, page 35 1. We note your response to our prior comment 1 and proposed risk factor disclosure. Please also include in your risk factor disclosure in the pre-merger amount of each company's net operating loss and tax credit carryforwards. In addition, to the extent practicable, please quantify the likely effect of the merger transaction on the pre-merger carryforwards arising from the application of Sections 382 and 384. The Company undertakes to disclose in the risk factor the pre-merger amounts of each of its and Theraclone's net operating loss and tax credit carryforwards, as noted below. The Company respectfully advises that it has not undertaken a definitive analysis necessary to quantify the effect of the merger on the pre-merger carryforwards with requisite precision. To address the request, however, the Company proposes to add disclosure, indicated by underlined text, to the risk factor that it has undertaken to add in response to the Staff's first comment in its previous comment letter to the Company as follows: The combined company’s ability to utilize PharmAthene’s or Theraclone’s net operating loss and tax credit carryforwards in the future may be subject to substantial limitations and may be further limited as a result of the merger. Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percent change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Further, if the historic business of PharmAthene or Theraclone is not treated as being continued by the combined entity for the two-year period beginning on the date of the merger (referred to as the “continuity of business requirement”), the pre-transaction net operating loss carryforward deductions of PharmAthene or Theraclone (as the case may be) may become substantially reduced or unavailable for use by the combined company. Prior to the merger, PharmAthene may have undergone an “ownership change”, and it is expected that the merger will likely result in an “ownership change” of PharmAthene. In addition, it is expected that the merger will result in an “ownership change” of Theraclone. A corporation that experiences an ownership change will generally be subject to an annual limitation on its use of pre-ownership change net operating loss carryforwards (and certain other pre-change tax attributes) equal to, in general, the product of the long-term tax-exempt rate (as published by the IRS for the month in which the ownership change occurs, which rate is 3.50% for October 2013) and the value of the corporation's outstanding stock immediately before the ownership change (subject to certain adjustments), increased by certain built-in gains held by the corporation at the time of the ownership change that are recognized in the five-year period after the ownership period. Accordingly, the combined company’s ability to utilize PharmAthene’s and Theraclone’s pre-merger net operating loss and tax credit carryforwards, which for PharmAthene was, as of December 31, 2012, approximately $134.3 million and for Theraclone was, as of December 31, 2012, approximately $41.2 million, may be substantially limited. PharmAthene’s U.S. federal net operating loss carryforwards of approximately $134.3 million will begin to expire in various years beginning in 2021. Theraclone’s U.S. federal net operating loss carryforwards of approximately $41.2 million will begin to expire in various years beginning in 2024. These limitations, in turn, could result in increased future tax payments for the combined company, which could have a material adverse effect on the business, financial condition or results of operations of the combined company. Under Section 384 of the Code, available net operating loss carryovers of PharmAthene or Theraclone may not be available to offset certain gains arising after the merger from assets held by the other corporation at the effective time of the merger. This limitation will apply to the extent that the gain is attributable to an unrealized built-in-gain in the assets of PharmAthene or Theraclone existing at the effective time of the merger. To the extent that any such gains are recognized in the five-year period after the merger upon the disposition of any such assets, the net operating loss carryovers of the other corporation will not be available to offset such gains (but the net operating loss carryovers of the corporation that owned such assets will not be limited by Section 384 of the Code although they may be subject to other limitations under Section 382 of the Code as described above). * * * The Company acknowledges 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 of 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 proceedings initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (410) 269-2600 or our counsel, Jeffrey Baumel of Dentons US LLP, at (973) 912-7189. Sincerely, /s/ Eric Richman Eric Richman Chief Executive Officer cc: Jeffrey Baumel
2013-10-16 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
October 1 6, 2013 Via E -mail Eric Richman Chief Executive Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD 21401 Re: PharmAthene, Inc. Registration Statement on Form S-4 Filed September 9, 2013 File No. 333-191055 Dear Mr. Richman : We have reviewed your response letter dated October 11, 2013, and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information . Where 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 revi ewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Risk Factors , page 35 1. We note your response to our prior comment 1 and proposed risk disclosure. Please als o include in your risk disclosure the pre -merger amount of each company’s net operating loss and tax credit carryforwards. In addition, to the extent practicable, please quantify the likely effect of the merger transaction on the pre -merger carryforwards arising from the application of Sections 382 and 384. 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 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. Mr. Eric Richman PharmAthene, Inc. October 1 6, 2013 Page 2 Notwithstand ing 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 acknowledging that: should the Commission or the staff, acting pursuant to delegated au thority, 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. 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 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 adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Matthew Jones at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Jeffrey Baumel Dentons US L LP 1221 Avenue of the Americas New York, New York 10020 -1089
2013-10-10 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, MD 21401
VIA EDGAR
October 10, 2013
Jeffrey P. Riedler
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: PharmAthene, Inc.
Registration Statement on Form S-4
Filed September 9, 2013
File No. 333-191055
Dear Mr. Riedler:
PharmAthene, Inc. (the "Company")
submits this letter in response to a comment letter dated October 1, 2013 received from the Staff of the Securities and Exchange
Commission (the “Commission”) with respect to the Registration Statement on Form S-4 (the “Registration Statement”)
filed by the Company on September 9, 2013.
In order to facilitate your review of our
responses, the numbered paragraphs set forth below correspond to the Staff’s comments, which are restated below
in bold text.
Form S-4
Risk Factors, page 35
1. We note your discussion on pages F-24 and F-62 that
each of PharmAthene's and Theraclone's net operating loss carry forwards may be limited due to underlying ownership of the respective
company's common stock. Please include a new risk factor that addresses the circumstances under which the completion of your proposed
merger could result in an "ownership change" for purposes of Section 382 of the Internal Revenue Code for each of PharmAthene
or Theraclone and the impact on existing U.S. federal net operating loss carry forwards and other tax credit carry forwards.
To address the Staff's comment, the Company intends to add the following disclosure as a new risk factor
on page 38 of the Registration Statement, under the sub-caption “Risks Related to the Proposed Merger.”
The combined company’s
ability to utilize PharmAthene’s or Theraclone’s net operating loss and tax credit carryforwards in the future may
be subject to substantial limitations and may be further limited as a result of the merger.
Under Section 382 of the Code, if
a corporation undergoes an “ownership change” (generally defined as a greater than 50 percent change (by value) in
its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards
and other pre-change tax attributes to offset its post-change income may be limited. Further, if the historic business of PharmAthene
or Theraclone is not treated as being continued by the combined entity for the two-year period beginning on the date of the merger
(referred to as the “continuity of business requirement”), the pre-transaction net operating loss carryforward deductions
of PharmAthene or Theraclone (as the case may be) may become substantially reduced or unavailable for use by the combined company.
Prior to the merger, PharmAthene may have undergone an “ownership change”, and it is expected that the merger will
likely result in an “ownership change” of PharmAthene. In addition, it is expected that the merger will result in
an “ownership change” of Theraclone. Accordingly, the combined company’s ability to utilize PharmAthene’s
and Theraclone’s net operating loss and tax credit carryforwards may be substantially limited. These limitations, in turn,
could result in increased future tax payments for the combined company, which could have a material adverse effect on the business,
financial condition or results of operations of the combined company.
Under Section 384 of the Code, available net operating loss
carryovers of PharmAthene or Theraclone may not be available to offset certain gains arising after the merger from assets held
by the other corporation at the effective time of the merger. This limitation will apply to the extent that the gain is attributable
to an unrealized built-in-gain in the assets of PharmAthene or Theraclone existing at the effective time of the merger. To the
extent that any such gains are recognized in the five-year period after the merger upon the disposition of any such assets, the
net operating loss carryovers of the other corporation will not be available to offset such gains (but the net operating loss
carryovers of the corporation that owned such assets will not be limited by Section 384 of the Code although they may be subject
to other limitations under Section 382 of the Code as described above).
"All of PharmAthene's immediately
foreseeable future revenues are contingent upon grants and contracts from the U.S. government…," page 46
2. We note your disclosure on page 47 that future funding
levels for two of PharmAthene's key government customers, BARDA and DoD, are uncertain and may be subject to budget cuts as the
U.S. Congress and the President look to reduce the nation's budget deficit. At the same time, however, we note that the Pandemic
and All-Hazards Preparedness Reauthorization Act of 2013 authorized appropriation of $2.8 billion for the period of fiscal years
2014 to 2018, a substantial portion of which funding is allocated to BARDA. Please expand your disclosure to state how the Pandemic
and All-Hazards Preparedness Reauthorization Act of 2013 relates to BARDA funding and future revenues that may be received by
PharmAthene from BARDA, as well as the impact of the sequestration on the federal appropriations provided to BARDA under the Reauthorization
Act.
In response to the
Staff's comment, the Company proposes to revise the risk factor, by revising the seventh full paragraph of the risk factor,
copied below in italicized text, as follows: (i) to delete the text shown as stricken text, as the U.S. government is now in
a new fiscal year; and (ii) to add disclosure shown in underlined text to address the Pandemic and All-Hazards
Preparedness Reauthorization Act of 2013 in relation to BARDA.
As of December 31, 2012, of the
total $5.6 billion allotted under Project BioShield in 2004, over $2.6 billion in procurement contracts had been awarded and approximately
$2.3 billion had been transferred out of the Project BioShield Special Reserve Fund, or SRF, for non-procurement related activities.
Remaining funds in the SRF were approximately $500 million as of December 31, 2012. It is expected that BARDA, which administers
the SRF, obligated these remaining funds as of the end of the fiscal year 2013 (i.e. September 30, 2013).
Sequestration was applied to fiscal year 2013 funding only. As BARDA was funded through a transfer of the SRF advanced
appropriation, and not fiscal year 2013 funds, its funding was not impacted. Currently,
the government is operating under a continuing resolution at the fiscal year 2012 level. As $415 million was the level of annual
funding for BARDA operations in fiscal year 2012, that amount is being transferred from the SRF to cover fiscal year 2013 operating
expenses, and thus will not be available for product purchases for the U.S. Strategic National Stockpile. The
Pandemic and All Hazards Preparedness Act Reauthorization ("PAHPA") signed into law in March 2013 authorized $2.8 billion
in funding for the SRF for fiscal years 2014-2018. These funds are for the procurement of medical countermeasures. PAHPA also authorized
$415 million in funding to BARDA for advanced development activities. However, actual funding for BARDA is dependent on annual
congressional appropriations. Currently, Congress has not passed appropriation legislation for fiscal year 2014 and, until Congress
reaches an agreement, it is premature to predict future funding to BARDA. Until Congress reaches an agreement on the budget for
fiscal year 2014, the amount and nature of future federal budgets spending will be uncertain. Potential reductions in funding could
severely limit PharmAthene’s ability to maintain, renew or enter into new contracts with respect to its business generally
and therefore materially adversely impact PharmAthene’s business.
-2-
Opinion of Leerink Swann, page
94
3. We note your description of the analysis performed
by Leerink Swann in rendering its fairness opinion, which included an estimate of future revenues that PharmAthene may derive
from its pending litigation with SIGA Technologies. We further note that Leerink assumed that such future revenues will be equal
to the damages awarded to PharmAthene by the Delaware Chancery Court in its judgment dated May 31, 2012. Please expand your description
to disclose:
· the dollar amount of estimated damages attributed to this pending
litigation for purposes of Leerink's analysis and its valuation of PharmAthene; and
· the methodology used to derive the estimate of damages including,
if applicable, the value attributed to the net profits from sales of SIGA's ArestvyrTM
To address the Staff's comment, the Company proposes to expand the disclosure in the Registration Statement under the
sub-caption "Illustrative Sum of the Parts Analysis" on page 98, copied below in italicized text, to add the
disclosure shown in underlined text and to delete the disclosure shown as stricken text.
Leerink performed an
illustrative sum of the parts analysis on PharmAthene consisting of (i) a discounted cash flow analysis of
PharmAthene’s existing products using the financial forecasts for PharmAthene provided by management of PharmAthene,
calculated based on the forecasted free cash flows of each product from 2013 through 2021, discounted to present value using
a discount rate of 15% and applying a range of probabilities of success to such forecasts, (ii) an estimate a
discounted cash flow analysis of the future cash flows to revenues PharmAthene which may result
from the subject matter of its pending litigation with SIGA Technologies, Inc., and which aggregate,
undiscounted cash flows Leerink assumed would calculated to be approximately $74.2 million, an
amount determined assuming the cash flows would be equal to the damages awarded by the Delaware Chancery Court in its
judgment dated May 31, 2012 (which was subsequently remanded by the Delaware Supreme Court on May 24, 2013 for
reconsideration) then discounted to present value using a discount rate of 15% and applying a 90% probability of success
to such forecasts, with Leerink also (a) assuming that SIGA would not make any further sales of ArestvyrTM
following completion of delivery of product under its current supply contract with the U.S. government and (b) applying the
post-judgment positions taken by SIGA as to the allocation of costs to ArestvyrTM and timing of sales (positions
PharmAthene disputes); and (iii) adding to the sum of the amounts derived from the analyses in (i) and (ii) above the net
cash of PharmAthene. The following table presents the results of this analysis:
Illustrative Equity Value / Equity Value per share of
PharmAthene Common Stock
$89mm / $1.72
* * *
-3-
The Company acknowledges 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 of 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 proceedings initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions, or if we may be
of any assistance, please do not hesitate to contact the undersigned at (410) 269-2600 or our counsel, Jeffrey Baumel of Dentons
US LLP, at (973) 912-7189.
Sincerely,
/s/ Eric Richman
Eric Richman
Chief Executive Officer
cc: Jeffrey Baumel
-4-
2013-10-01 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
October 1, 2013 Via E -mail Eric Richman Chief Executive Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD 21401 Re: PharmAthene, Inc. Registration Statement on Form S-4 Filed September 9, 2013 File No. 333-191055 Dear Mr. Richman : 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. Risk Factors , page 35 1. We note your discussion on pages F-24 and F -62 that each of PharmAthene ’s and Theraclone ’s net operating loss carry forwards may be limited due to underlying ownership of the respective company’s common stock. Please includ e a new risk factor that addresses the circumstances under which the completion of your proposed merger could result in an “ownership change” for purposes of Section 382 of the Internal Revenue Code for each of PharmA thene or Theraclone and the impact on existing U.S. federal net operating loss carry forwards and other tax credit carry forwards. Mr. Eric Richman PharmAthene, Inc. October 1, 2013 Page 2 “All of PharmAthene’s immediately foreseeable future revenues are contingent upon grants and contracts from the U.S. government …,” page 46 2. We note your disclosure on page 47 that future funding levels for two of PharmAthene’s key government customers, BARDA and DoD, are uncertain and may be subject to budget cuts as the U.S. Congress and the President look to reduce the nation’s budget deficit. At the same time, however , we note that the Pandemic and All -Hazards Preparedn ess Reauthorization Act of 2013 authorized appropriations of $2.8 billion for the period of f iscal years 2014 to 2018 , a substant ial portion of which funding is allocated to BARDA. Please expand y our disclosure to state how the Pandemic and All -Hazards Preparedn ess Reauthorization Act of 2013 relates to BARDA funding and future revenues that may be received by Phar mAthene from BARDA, as well as the impact of the sequestration on the federal appropriations provided to BARDA under the Reauthorizat ion Act. Opinion of Leerink Sw ann, page 94 3. We note your description of the analysis performed by Leerink Swann in rendering its fairness opinion , which included an estimate of future revenues that PharmAthene may derive from its pending litigation with SIGA Technologies . We further note that Leerink assumed that such future revenues will be equal to the damages awarded to PharmAthene by the Delaware Chancery Court in its j udgment dated May 31, 2012 . Please expand your description to disclose : the dollar amount of estimated damages attributed to this pending liti gation for purpose s of Leerink ’s analysis and its valuation of PharmAthene ; and the methodology used to derive the estimate of damages , including , if applicable, the val ue attributed to the net profits from sales of SIGA ’s ArestvyrTM 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 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 acceleration 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 eff ective, it does not foreclose the Commission from taking any action with respect to the filing; Mr. Eric Richman PharmAthene, Inc. October 1, 2013 Page 3 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 fu ll 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. 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 r equesting 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. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Matthew Jones at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or me at (202) 551 -3715 with any other questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Jeffrey Baumel Dentons US LLP 1221 Avenue of the Americas New York, New York 10020 -1089
2013-06-13 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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
2013-06-13 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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
2013-06-11 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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
2013-02-04 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
February 4, 2013 Via E -mail Rami Hadar Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2011 Filed April 17, 2012 File No. 001-33129 Dear Mr. Hadar : We have comple ted 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 resp ect 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 feder al 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 ru les require. Sincerely, /s/ Patrick Gilmore Patrick Gilmore Accounting Branch Chief
2013-01-28 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
January 28, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street Northeast
Washington, DC 20549
Attn: Patrick Gilmore, Accounting Branch Chief
Re: Allot Communications Ltd.
Dear Mr. Gilmore:
On behalf of our client, Allot Communications
Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s
comment letter dated January 22, 2013 (the “Comment Letter”) with respect to the above-referenced filings of
the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For ease of reference,
each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The
information included herein has been provided to us by management of the Company.
Form 20-F for the Fiscal Year Ended December 31, 2011
Consolidated Financial Statements
Note 13: Taxes on Income, page F-38
1. In your response to prior comment 7 you indicate that
the $5,419 thousand increase in the deferred tax asset and corresponding increase in the valuation allowance should have been presented
on a net basis in the same line item. Please tell us what consideration was given to the separately presenting the impact of the
valuation allowance in the reconciliation. Please refer to ASC 740-10-50-6.
Securities
and Exchange Commission
January 28, 2013
Response:
The Company will revise in its next Form
20-F filing the theoretical to actual tax reconciliation for the year ended December 31, 2011 in the manner set forth in Annex
A hereto to present the increase of $5,419 in the deferred tax asset and the corresponding increase in the valuation allowance
in separate line items to comply with the disclosure requirements of ASC 740-10-50-6.
* * *
Please do not hesitate to contact Colin
Diamond at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
cc: Nachum Falek, Chief Financial Officer, Allot Communications Ltd.
Itamar Rosen, General Counsel, Allot Communications Ltd.
Annex A
f. A reconciliation of the theoretical tax expenses, assuming all income is taxed at the statutory tax rate applicable to the
income of the Company and the actual tax expenses is as follows:
Year Ended
December 31, 2011
Income (loss) before taxes on income
$ 8,754
Theoretical tax expense (benefit) computed at the Israeli statutory tax rate (24%, 25% and 26% for the years 2011, 2010 and 2009, respectively)
2,101
Utilization of losses and temporary differences in respect of which a valuation allowance was recorded
(4,328 )
Increase in losses and temporary differences due to increase in Israeli corporate tax rates
5,419
Increase in valuation allowance related to losses and temporary differences due to Israeli corporate tax rates
(5,419 )
Taxes with respect to prior years
(84 )
Change in expense associated with tax positions for current year
—
Impairment (recording) of withholding tax asset
221
Non-deductible expenses and other
(27 )
Non-deductible share-based compensation expenses
541
Exchange rate differences
1,521
Actual tax expenses (benefit)
$ (55 )
2013-01-28 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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January 28, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street Northeast
Washington, DC 20549
Re: Allot Communications Ltd.
Ladies and Gentlemen:
Further to the letters of White and Case
LLP dated December 28, 2012 and January 28, 2013 in connection with the above-referenced filing, Allot Communications Ltd., an
Israeli company (the “Company”), hereby acknowledges 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 Securities
and Exchange Commission (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.
Should you have any questions
regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the
Company.
Sincerely,
ALLOT COMMUNICATIONS LTD.
By:
/s/
Nachum Falek
Name: Nachum Falek
Title: Chief Financial Officer
2013-01-22 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
January 22, 2013 Via E -mail Rami Hadar Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2011 Filed April 17, 2012 File No. 001-33129 Dear Mr. Hadar : We have reviewed your letter dated December 28, 2012 in connection with the above - referenced filing an d 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 within ten business days by amending your filing, by providing the requested informatio n, or by advising us when you will provide the requested response. 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 amendme nt to your filing and the information you provide in response to this comment, we may have additional comments. Unless otherwise noted , where prior comments are referred to they refer to our letter dated December 11, 2012 . Form 20 -F for the Fi scal Year Ended December 31, 2011 Consolidated Financial Statements Note 13: Taxes on Income, page F -38 1. In your response to prior comment 7 you indicate that the $5,419 thousand increase in the deferred tax asset and corresponding increase in the valuat ion allowance should have been presented on a net basis in the same line item. Please tell us what consideration was given to the separately presenting the impact of the valuation allowance in the reconciliation . Please refer to ASC 740-10-50-6. Rami Hadar Allot Communications Ltd. January 22, 2013 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include 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 comment , please provide a written statement from the compa ny acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing s; 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 s; 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 Joyce Sweeney, Staff Accountant , at (202) 551 -3449 if you have questions regarding comments on the financial statements and related matters. If you require further assistance, do not hesitate to contact me at (202) 551 -3406 . Sincerely, /s/ Patrick Gilmore Patrick Gilmore Accounting Branch Chief
2012-12-28 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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December 28, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street Northeast
Washington, DC 20549
Attn: Patrick Gilmore, Accounting Branch Chief
Re: Allot
Communications Ltd.
Dear Mr. Gilmore:
On behalf of our client, Allot Communications
Ltd., an Israeli company (the “Company”), please find set forth below for review by the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) the Company’s responses to the Staff’s
comment letter dated December 11, 2012 (the “Comment Letter”) with respect to the above-referenced filings of
the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For ease of reference,
each comment contained in the Comment Letter is printed below in bold text and is followed by the Company’s response. The
information included herein has been provided to us by management of the Company.
Form 20-F for the Fiscal Year Ended December 31, 2011
Information on Allot
Business Overview
Channel Partners, page 23
1. Your disclosure indicates that “[a] significant
portion” of your sales occur through your channel partners. Please advise and clarify in future filings what the term “significant
portion” means. Further, your Form 20-F states that your agreements with channel partners are usually for a one-year term
and can be terminated by either party after expiration of the initial term. Please clarify whether you have any material agreements
with your channel partners other than as described and if so whether you are substantially dependent upon any of the agreements
for purposes of filing them as exhibits pursuant to Instruction 4(b)(ii) as to exhibits to Form 20-F.
Securities and Exchange
Commission
December 28, 2012
Response:
Approximately one half of the Company’s
revenues in 2011 were derived from direct sales and approximately one half from sales made to channel partners. The Company’s
channel partners consist of systems integrators and OEMs that resell to large and medium size operators and distributors that sell
to smaller operators and to enterprises, often through an additional reseller. The Company confirms that it will disclose this
breakdown in its next Form 20-F filing for the 2012 fiscal year.
The Company informs the Staff that no individual
channel partner accounted for more than 7% of the Company’s total revenues in 2011 and the Company does not currently expect
that any individual channel partner will account for more than that amount in 2012. Accordingly, the Company confirms that it is
not party to any agreement with a channel partner upon which it is substantially dependent and that requires filing pursuant to
Instruction 4(b)(ii) referenced above.
Principal Accountant Fees and Services, page 73
2. Please describe for us the nature of the audit-related
due diligence investigation services and the fees related to government incentives, outlining the specific services provided by
your principal accountant as well as management’s involvement. Please refer to Rule 2- 01(c) of Regulation S-X and PCAOB
ET Section 101-3.
Response:
With respect to the due diligence investigation
services, in connection with a potential acquisition that was being considered by the Company, the Company’s auditors rendered
services to the Company in three areas:
(1) The auditors reviewed the assessments
made by management of the Company with respect to the impact of the potential acquisition on the Company’s financial statements,
including the accounting implications, as well as the potential filing obligations with the Securities and Exchange Commission.
(2) The auditors assisted management
of the Company in assessing the impact on the potential acquisition on the Company’s funding from the Israeli Office of the
Chief Scientist.
(3) The final area with which the auditors assisted management
of the Company was with respect to the tax implications of the potential acquisition.
2
Securities and Exchange
Commission
December 28, 2012
With respect to non-tax government incentives,
the Company’s auditors reviewed the application and submissions made by the Company to the Israeli Office of the Chief Scientist
in order to receive grants for the Company’s research and development activities. Management is ultimately responsible for
these submissions. The auditors (1) ensure that the submissions are in compliance with the applicable guidelines, which include
numerous technical requirements, (2) attend the Company’s meetings with the government representatives at which the Company
presents facts related to the project; no voting on the incentives takes place at such meetings, and (3) review the Company’s
incentive approvals and ensure that the Company is compliant with filing requirements.
The Company considered each of these services
in advance and each was pre-approved by the Company’s audit committee and provided pursuant to a separate engagement letter.
The Company notes that none of these services is a prohibited non-audit service pursuant to Rule 2-01(c) of Regulation S-X or within
PCAOB ET Section 101-3. Furthermore, with respect to the due diligence services, Section 101-3 expressly permits an auditor to
“Assist in analyzing the effects of proposed transactions including providing advice to a client during negotiations with
potential buyers, sellers, or capital sources.” In each case, the Company’s Chief Financial Officer was responsible
for overseeing the services provided. With respect to assistance in preparing the Company’s submissions to the Office of
the Chief Scientist, the Company considered whether the services would impair the auditors’ ability to act independently,
including whether the auditors would be performing management functions or making management decisions. The Company’s audit
committee and the auditors concluded that no such concerns would be raised. Finally, the Chief Financial Officer, to the extent
necessary, evaluated the adequacy of the services and the findings, and accepted responsibility with respect to the results of
the services. The Company maintains its own internal controls with respect to each of the above-listed items.
Consolidated Financial Statements
Note 2: Significant Accounting Policies
l. Revenue recognition, page F-18
3. In your disclosure on page F-19 regarding the adoption
of the guidance of ASU 2009-14, you conclude that the company is out of the scope of Subtopic 985-605. Please tell us what consideration
was given to clarifying the treatment of software add-on components, such as ServiceProtector.
Response:
The Company’s traffic management devices
consist of the Allot Service Gateway Platform and the NetEnforcer. These devices provide traffic prioritization and quality of
service optimization, as well as other functionalities, such as security threat blocking, media caching, and real-time and offline
usage-based charging. The devices include a hardware component that is manufactured to Allot’s specifications and that has
embedded software capabilities. The hardware cannot be used without the software and the software cannot be run on any other vendor’s
hardware. A customer may purchase the Company’s traffic management device with the basic capabilities of traffic prioritization
and quality of service optimization. In addition, the customer may choose to purchase additional capabilities/ functionality to
be included in the traffic management device as described below.
3
Securities and Exchange
Commission
December 28, 2012
The value added services as described on
page 22 of the Form 20-F are the Service Protector, MediaSwift and WebSafe. These value added services are provided as “add-on
components” to the traffic management devices. Customers generally purchase the add-on component with their initial purchase
of the traffic management device. The add-on components are comprised of software and non-software elements that are integrated
into the traffic management devices.
The add-on components consist of additional
software elements that are embedded on a hardware appliance or a blade that is integrated into the traffic management device or
already embedded in the Company’s basic traffic management device.
Upon the adoption of the guidance of ASU
2009-14, the Company considered whether these add-on components were out of the scope of Subtopic 985-605. As described above,
the add-on components consist of both a hardware and a software component that together deliver the essential functionality of
the add-on component and are integrated into the Company’ traffic management devices. The software of the add-on component
cannot function without the related hardware blade/appliance which is integrated into the traffic management device. The software
of the add-on component is not capable of operating on the hardware of another vendor. The add-on components function together
with the tangible products (traffic management devices) to deliver the product’s essential functionality. Accordingly, the
Company concluded that the add-on components are out of the scope of Subtopic 985-605.
4. We note your disclosure that the company provides a
provision for product returns and stock rotation. We further note your disclosure on page 11 that if you “encounter significant
product problems, [you] could experience, among other things, loss of major customers, cancellation of product orders, increased
costs, delay in recognizing revenues and damage to [y]our reputation.” Please tell us what consideration was given to disclosing
performance-, cancellation-, termination-, and refund-type provisions related to your multiple-element arrangements. Tell us what
consideration was given to describing the impact of such provisions on your revenue recognition. Please refer to ASC 605-25-50-2.
Response:
The Company
generally does not grant a right of return to its customers. However, the Company has granted a small number of its distributors
“stock rotation rights” with respect to 10% - 20% of the dollar value of purchases made in the previous quarter. In
such instances, the Company recorded a provision for stock rotation returns. The provision for stock rotation rights as of December
31, 2011 and 2010 was de minimus. In addition, from time to time, the Company has agreed to accept product returns from
its customers. In accordance with ASC 605, “Revenue Recognition”, the Company records a provision for product
returns at the time product revenues are recognized based on the Company’s experience with historical returns and credits
in the previous three years. The Company’s provision for returns is insignificant and has represented approximately one percent
of revenues recognized for the years ended December 31, 2011 and 2010 ($729,000 and $726,000 as of December 31, 2011 and 2010,
respectively).
4
Securities and Exchange
Commission
December 28, 2012
The Company’s multiple element arrangements
generally do not include cancellation, termination for convenience or refund type provisions. Certain multiple element arrangements
may include performance obligations, such as installation and integration services of our products to the customer’s network
and operating system. In multiple element arrangements that include the performance of services, product sales are recognized when
no significant performance obligations remain. In instances whereby the services provided in a multiple element arrangement are
considered essential to the functionality of the product and payment of the product is contingent upon performance of the services,
the sales of the products and services would be considered one unit of accounting.
The Company has attached in Annex A revised
disclosure that it proposes to include in its revenue recognition policy note for its next Form 20-F filing for the 2012 fiscal
year. The text is marked against the most recent Form 20-F.
5. Your disclosure regarding multiple-element arrangements
addresses determination of selling price for maintenance and support, but it does not clearly address determination of selling
price for product sales or other services such as installation and training. Please tell us what consideration was given to providing
a discussion of the significant factors, inputs, assumptions, and methods used to determine selling price (whether vendor-specific
objective evidence, third-party evidence, or estimated selling price) for all significant deliverables. Please refer to ASC 605-25-50-2.
Response:
The selling price for products was determined
based on the estimated selling price, since neither VSOE or TPE was available. The estimated selling price was determined by reviewing
historical transactions and considering other multiple factors, including historical and anticipated margins on product; the selling
price and gross profit margin for similar products; geographies and market trends; and the Company’s existing pricing policies.
The selling price for maintenance and support
services was determined based on the estimated selling price by reviewing historical transactions and considering other multiple
factors, including the selling price for similar products; geographies and market trends; and the Company’s existing pricing
policies.
The Company’s significant deliverables
are products and maintenance and support services. At times, the Company provides professional services, such as installation services
and training. The estimated selling price for professional services and training was determined based on fixed daily billing rates
that are consistent with historical transactions and current pricing policies for the sale of such elements. Installation and training
services comprise an insignificant portion of a customer order and represented less than 3% of the Company’s revenues for
the year ended December 31, 2011. Accordingly, these elements were not deemed to be significant deliverables that require additional
disclosure as referred to in ASC 605-25-50-2.
5
Securities and Exchange
Commission
December 28, 2012
The Company has attached in Annex A revised
disclosure that it proposes to include in its revenue recognition policy note for its next Form 20-F filing for the 2012 fiscal
year in order to further clarify its determination of the estimated selling price for its products. The text is marked against
the disclosure in the most recent Form 20-F.
6. While your disclosure addresses the basic revenue recognition
criteria related to product sales, it is not clear when delivery typically occurs and when the related revenues are typically recognized.
We note your disclosure on page 8 that “revenues from individual customers may fluctuate from time to time based on the timing
and the terms under which further orders are received and the duration of the delivery and implementation of such orders.”
Please tell us what consideration was given to disclosing the general timing of delivery or performance of service and the general
timing of revenue recognition for product sales. Please refer to ASC 605-25-50-2.
Response:
All of the Company’s multiple-element
arrangements consist of the sale of the product and maintenance and support services. At times, the Company’s arrangements
may also include professional services, such as installation services or training.
Delivery of the Company’s products
occurs upon transfer of title and risk of loss to the customer. In multiple element arrangements, revenues from products will be
deferred in instances where product payment is contingent upon performance of installation or other service obligations. In instances
where final acceptance of the product or service is specified by the customer, revenue is deferred until all acceptance criteria
is met.
Maintenance and support service for the
product is recognized ratably
2012-12-19 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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December 19, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street Northeast
Washington, DC 20549
Attn: Patrick Gilmore, Accounting Branch Chief
Re: Allot Communications Ltd.
Dear Mr. Gilmore:
We are writing on behalf of our
client, Allot Communications Ltd. (the “Company”), in connection with the comment letter (the “Comment
Letter”) of the Staff (the “Staff”) of the Securities and Exchange Commission dated December 11,
2012, related to the Company’s Form 20-F for the year ended December 31, 2011.
Further to the undersigned’s conversation
with you, I am writing to confirm that the Company will provide its response to the Comment Letter by no later than January 8,
2013. We appreciate the Staff providing this extension.
Please do not hesitate to contact the
undersigned with any questions or comments regarding this letter.
Sincerely,
/s/ Colin Diamond
Colin Diamond
cc: Nachum Falek, Chief Financial Officer, Allot Communications Ltd.
Itamar Rosen, General Counsel, Allot Communications Ltd.
2012-12-12 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
December 11, 2012 Via E -mail Rami Hadar Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2011 Filed April 17, 2012 Form 6 -K Filed October 30, 2012 File No . 001-33129 Dear Mr. Hadar : We have reviewed your filings 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 s, by providing the reques ted 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 reviewin g any amendment to your filing s and the information you provide in response to these comments, we may have additional comments. Form 20 -F for the Fiscal Year Ended December 31, 2011 Information on Allot Business Overview Channel Partners, page 23 1. Your disclosure indicates that “[a] significant portion” of your sales occur through your channel partners. Please advise and clarify in future filings what the term “significant Rami Hadar Allot Communications Ltd. December 11, 2012 Page 2 portion” means. Further, your Form 20 -F states that your agreements with channel partners are usually for a one -year term and can be terminated by either party after expiration of the initial term. Please clarify whether you have any material agreements with your channel partners other than as described and if so whether you are substantially dependent upon any of the agreements for purposes of filing them as exhibits pursuant to Instruction 4(b)(ii) as to exhibits to Form 20 -F. Principal Accountant Fees and Services , page 73 2. Please describe for us the nature of the audit -related due diligence investigation services and the fees related to government incentives, outlining the specific services provided by your principal accountant as well as management’s involvement. Please re fer to Rule 2 - 01(c) of Regulation S -X and PCAOB ET Section 101 -3. Consolidated Financial Statements Note 2: Significant Accounting Policies l. Revenue recognition, page F -18 3. In your disclosure on page F -19 regarding the adoption of the guidance of ASU 2009 -14, you conclude that the company is out of the scope of Subtopic 985 -605. Please tell us what consideration was given to clarifying the treatment of software add -on components, such as ServiceProtector. 4. We note your disclosure that the company prov ides a provision for product returns and stock rotation. We further note your disclosure on page 11 that if you “encounter significant product problems, [you] could experience, among other things, loss of major customers, cancellation of product orders, i ncreased costs, delay in recognizing revenues and damage to [y]our reputation.” Please tell us what consideration was given to disclosing performance -, cancellation -, termination -, and refund -type provisions related to your multiple -element arrangements. Tell us what consideration was given to describing the impact of such provisions on your revenue recognition. Please refer to ASC 605 -25-50-2. 5. Your disclosure regarding multiple -element arrangements addresses determination of selling price for maintena nce and support, but it does not clearly address determination of selling price for product sales or other services such as installation and training. Please tell us what consideration was given to providing a discussion of the significant factors, inputs , assumptions, and methods used to determine selling price (whether vendor - specific objective evidence, third -party evidence, or estimated selling price) for all significant deliverables. Please refer to ASC 605 -25-50-2. Rami Hadar Allot Communications Ltd. December 11, 2012 Page 3 6. While your disclosure addresses the basic revenue recognition criteria related to product sales, it is not clear when delivery typically occurs and when the related revenues are typically recognized. We note your disclosure on page 8 that “revenues from individual customers may fluctuat e from time to time based on the timing and the terms under which further orders are received and the duration of the delivery and implementation of such orders.” Please tell us what consideration was given to disclosing the general timing of delivery or performance of service and the general timing of revenue recognition for product sales. Please refer to ASC 605 -25-50-2. Note 13: Taxes on Income, page F -38 7. We note that the “exchange rate differences and others” line item in the rate reconciliation on page F -41 has had a significant impact on the company’s resultant income tax expenses (benefit), particularly for the year ended December 31, 2011. Please tell us what consideration was given to explaining the nature of the line item and why it was so si gnificant in 2011 in your financial statement footnote and/or the discussion of operating results in your Operating and Financial Review and Prospects disclosure. Form 6 -K filed October 30, 2012 Exhibit 99.1 Press Release Announcing Financial Results Dat ed October 30, 2012 8. We note that in your narrative summary discussion of results, you disclose the increase in non-GAAP revenues. Please tell us what consideration you have given to also disclosing GAAP revenues in your interim earnings releases. Please refer to Item 100(a) of Regulation G. Table 3, Consolidated Statements of Operations on a Non -GAAP Basis 9. We believe the non -GAAP consolidated statements of operations columnar format may create the unwarranted impression to investors that the non -GAAP operating statement has been prepared under a comprehensive set of accounting rules or principles. In addition, Section II.A.2 of SE C Release 33 -8176 defines non -GAAP measures and does not contemplate including non -GAAP financial statements as a “measure.” Please remove that presentation, or explain to us in reasonable detail why its retention is justified in light of these concerns. A s a substitute for this presentation format, you may consider presenting only individual non -GAAP measures (i.e., line items, subtotals, etc.) provided each one complies with Item 10 of Regulation S -K. Please also refer to Question 102.10 of the Non -GAAP Compliance and Disclosure Interpretations. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are Rami Hadar Allot Communications Ltd. December 11, 2012 Page 4 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, p lease provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing s; staff comments or changes to disclosure in response to staff comments do not foreclose the C ommission from taking any action with respect to the filing s; 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 Joyce Sweeney, Staff Accountant , at (202) 551 -3449 if you have questions regarding comments on the financial statements and related matters. If you have any other questions, please contact Allicia Lam, Staff Attorney, at (202) 551 -3316 or Barbara C. Jacobs , Assistant Director, at (202) 551 -3730 . If you require further assistance, do not hesitate to contact me at (202) 551 -3406 . Sincerely, /s/ Patrick Gilmore Patrick Gilmore Accounting Branch Chief
2012-10-15 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
October 15 , 2012 Via Mail Scott Sheldon Chief Financial Officer Allegiant Travel Company 8360 S. Durango Drive Las Vegas , NV 89113 Re: Allegiant Travel Company Form 10 -K for Fiscal Year Ended December 31, 2011 Filed February 27, 2012 File No. 001-33166 Dear Mr. Sheldon : 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 u rge 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/ Lyn Shenk Lyn Shenk Branc h Chief
2012-09-28 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP
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allegiant_corresp-092712.htm
September 28, 2012
Mr. Lyn Shenk
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re:
Form 10-K for Fiscal Year Ended December 31, 2011
File No. 001-33166
Dear Mr. Shenk:
This letter is in response to the Staff’s comment letter issued September 6, 2012, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”). The following responds to the item numbers in the Staff’s comment letter:
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Sources and Uses of Cash, page 32
1. Please expand your disclosure to include a comparative analysis of the cash flows attributable to your operating activities, investing activities, and financing activities for the two earliest periods presented in the statement of cash flows – for example, fiscal year 2010, as compared to fiscal year 2009. Refer to Instruction 1 to paragraph 303(a) of Regulation S-K for further guidance.
Company Response:
We note the Staff’s comment and reviewed the referenced Instruction. In future filings, we will expand our disclosure to include this comparative analysis for the two earlier periods presented in the statement of cash flows.
Operating activities, page 32
2. We note the reference to noncash items as part of your analysis of the variance in cash provided by operating activities for fiscal year 2011, as compared to fiscal year 2010. In this regard, please expand your analysis to also address items that directly affect cash flows and provide both quantification and a discussion of the underlying factors associated with those cash items cited. Refer to Section IV.B.1 of “Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” available on our website at http://www.sec.gov/rules/interp/33-8350.htm for further guidance.
Company Response:
We note the Staff’s comment and reviewed the referenced Interpretation. In future filings, we will enhance our analysis to address items that directly affect cash flows with quantification and additional disclosure as appropriate.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
3. We note your disclosure that “revenues from air-related charges are recognized when the transportation is provided if the product is not deemed independent of the scheduled service.” This disclosure implies that you provide certain air-related products and/or services that you do deem to be independent of your scheduled service. In this regard, please tell us and disclose the nature of any air-related charges that are recognized prior to when transportation is provided based upon the determination that the associated products and/or services are independent of the scheduled service. Also, tell us the basis for your accounting treatment.
Company Response:
The air-related charges deemed to be independent of the original ticket sale (identified as scheduled service), for which we recognize revenue as the charge occurs, includes our change fee and cancellation fee. A change fee occurs when a customer changes an itinerary. A cancellation fee occurs when a customer cancels an itinerary and receives an issued credit voucher to apply against future travel.
Our basis for the accounting treatment of these fees, deemed independent of the original ticket sale, is that they are found realizable and earned (recognition factors identified in ASC 605-10-25-1) at the time the fee is assessed. The Airline Audit Guide (“AAG-AIR”) identifies that the predominant industry practice for the revenue recognition of change fees is when the fee is assessed. Our determination that change fees and cancellation fees are independent of the original ticket sale is in line with the criteria presented in the AAG-AIR: the charge is subsequent to the initial sales transaction, there is no requirement on the passenger to pay the fees at the time of the original sale and passengers who pay change fees receive additional utility to which they would not otherwise be entitled.
Our current disclosure identifies that revenues from change fees imposed on passengers for making changes to nonrefundable itineraries are recognized as they occur. In response to the Staff’s comment, in future filings, we will expand our disclosure to describe the revenue recognition principles for cancellation fees and identify that this air-related service is deemed independent of the original ticket sale.
Note 5. Long Term Debt
Senior Secured Term Loan Facility, page 49
4. Please tell us and disclose the nature of the associated mandatory prepayments, as well as their timing and amount. If the amounts are not quantifiable, tell us and disclose the basis for determining the amounts.
Company Response:
In response to the Staff’s comments, we provide the following enhanced discussion of mandatory prepayments under the Term Loan.
The senior secured term loan facility (the “Term Loan”) contains mandatory prepayment provisions associated with cash proceeds in excess of $5 million from the sale of certain assets (which are not reinvested within 270 days), cash proceeds from the issuance or incurrence of indebtedness for money borrowed in violation of the covenants in the Term Loan, cash proceeds from insurance or condemnation (which are not reinvested within 270 days) and for 25% of our excess cash flow (as defined in the Term Loan) if our leverage ratio exceeds 1.5:1 as of the end of any year. In the event we do not reinvest the cash proceeds from the sale of certain assets or from insurance or condemnation awards or if we incur indebtedness in violation of the covenants in the Term Loan, the prepayment will be due within three business days following the date of the event requiring the prepayment. The prepayment associated with the leverage ratio exceeding 1.5:1 would be payable within 90 days after the end of the year for the covenant calculation. As we would expect to reinvest the proceeds from any asset sales or insurance or condemnation awards and we expect to comply with the incurrence of debt covenants in the Term Loan, we do not expect those mandatory prepayment provisions to become applicable. As our leverage ratio calculated as of June 30, 2012, is approximately 0.9:1.0, we would not expect to have to make a mandatory prepayment of excess cash flow if we can continue to earn income consistent with our historical performance. We evaluated our compliance with these provisions and related accounting guidance to conclude the probability of payment as of December 31, 2011 is remote and not subject to further disclosure or changes in debt classification on our financial statements.
In future filings, we will expand our disclosure for these mandatory prepayment provisions.
Note 6. Leases, page 49
5. We note that for each of the years from 2012 through 2014, your table of “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year” reports operating lease payment obligations that are substantially higher than the $8.3 million of total rental expense recognized for aircraft and non-aircraft operating leases for fiscal year 2011. We also note per the disclosure in this footnote that, effective as of January 2012, you no longer have any aircraft that are held under operating leases. Given the observations noted above, please tell us and disclose the reason why your future minimum lease payments are expected to increase for the period from 2012 through 2014. In addition, consider whether it would be appropriate for you to provide additional disclosure related to the expected increase in your operating lease payments within MD&A – particularly, in regard to the potential impact to your future results of operations and/or liquidity.
Company Response:
Aircraft lease rentals accounted for only $1.1 million of total rental expense in 2011. The balance of total rental expense predominantly related to non-aircraft leases, such as our office leases and airport leases. We lease facilities at each of our leisure destinations and several of the other airports we serve. These use and lease agreements include use of gate space and areas surrounding the gates, along with other operations support areas. In addition, under these agreements, we have obligations for common and joint use space in the terminal facilities.
The estimated contractual obligations disclosed in our “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year” include certain obligations under these use and lease agreements, such as common and joint use space, which we consider airport fees and are not included in total rental expense. For the year ended December 31, 2011, we had $5.0 million of these airport fees in addition to the $8.3 million of total rental expense.
In future filings, we will exclude airport fees based on variable passenger and aircraft activity under our use and lease agreements from the “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year”. The impact of disclosing this information in our Form 10-K for the year ended December 31, 2011 is not material.
The Company hereby acknowledges that:
· The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”);
· SEC staff comments or changes in disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filings; and
· The Company may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter.
Very truly yours,
/s/ Robert B. Goldberg
Robert B. Goldberg
Counsel to the Company
cc:
Scott Sheldon, Chief Financial Officer
2012-09-06 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
September 6, 2012 Via E -mail Mr. Scott Sheldon Chief Financial Officer Allegiant Travel Company 8360 S. Durango Drive Las Vegas, Nevada 89113 Re: Allegiant Travel Company Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 27, 2012 File No. 001 -33166 Dear Mr. Sheldon : 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 r espond to this letter within 10 business days by confirming that you will revise your document in future filings and providing any reque sted information. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended December 31, 2011 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Sources and Uses of Cash, page 32 1. Please expand your disclosure to include a comparative analysis of the cash flows attributable to your operating activities , investing activities, and financing activities for the two earliest periods presented in the statement of cash flows – for example, fiscal year 2010, as compared to fiscal year 2009. Refer to Instruction 1 to paragraph 303(a) of Regulation S -K for further guidance. Mr. Scott Sheldon Allegiant Travel Company September 6, 2012 Page 2 Operating activities, page 32 2. We note the reference to noncash items as part of your a nalysis of the variance in cash provided by operating activities for fiscal year 2011, as compared to fiscal year 2010 . In this regard, please expand your analysis to also address items that directly affect cash flows and provide both quantification and a discussion of the underlying fa ctors associated with those cash items cited. Refer to Section IV.B.1 of “Interpretation: Commission Guidance Regarding Ma nagement's Discussion and Analysis of Financial Condition and Results of Operations” available on our website at http://www.sec.gov/rules/interp/33 -8350.htm for further guidance. Item 8. Financi al Statements and Supplementary Data Notes to Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Revenue Recognition, page 45 3. We note your disclosure that “revenues from air -related charges are recognized when the transportation is provided if the product is not deemed independent of the scheduled service.” This disclosure implies that you provide certain air -related products and/or services that you do deem to be independent of your scheduled service. In this reg ard, please tell us and disclose the nature of any air -related charges that are recognized prior to when transportation is provided based upon the determination that the associated products and/or services are independent of the scheduled service. Also, t ell us the basis for your accounting treatment. Note 5. Long Term Debt Senior Secured Term Loan Facility, page 49 4. Please tell us and disclose the nature of the associated mandatory prepayments , as well as their timing and amount . If the amounts are not quantifiable, tell us and disclose the basis for determining the amounts. Note 6. Leases, page 49 5. We note that for each of the years from 2012 through 2014, your table of “scheduled future minimum lease payments under operating leases with initial or re maining non - cancelable lease terms in excess of one year ” reports operating lease payment obligations that are substantially higher than the $8.3 million of total rental expense recognized for aircraft and non -aircraft operating leases for fiscal year 2011 . We also note per the disclosure in this footnote that, effective as of January 2012, you no longer ha ve any Mr. Scott Sheldon Allegiant Travel Company September 6, 2012 Page 3 aircraft that are held under operating leases . Given the observations noted above, please tell us and disclose the reason why your future minimu m lease payments are expected to increase for the period from 2012 through 2014. In addition, consider whether it would be appropriate for you to provide additional disclosure related to the expected increase in your operating lease payments within MD&A – particularly, in regard to the potential impact to your future results of operations and/or liquidity. 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 inform ation 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 disc losures they have made. In responding to our comments, please provide 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 fe deral securities laws of the United States. You may contact Jeffrey Sears at 202 -551-3302 or Doug Jones at 202 -551-3309 if you have questions regarding our comments on the financial statements and related matters. You may also contact me at 202 -551-3380 . Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief
2012-05-16 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
May 15, 2012 Via E-mail Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th floor, SE-111 20, Box 70381 SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. Form 10-K for the fiscal year ended December 31, 2011 Filed February 23, 2012 File No. 001-12933 Dear Mr. Wallin: 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/ David R. Humphrey David R. Humphrey Accounting Branch Chief
2012-05-08 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm Correspondence May 8, 2012 David R. Humphrey Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Autoliv, Inc. Form 10-K for fiscal year ended December 31, 2011 Filed February 23, 2012 File No. 001-12933 Dear Mr. Humphrey: On behalf of Autoliv, Inc. (the “Company”), I am providing this letter to you in response to the Comment Letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated May 2, 2012 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2011 filed on February 23, 2012. For your convenience, I have reproduced below in bold the original text of the Staff’s comment, and have included the Company’s response immediately following such comment. Form 10-K for the fiscal year ended December 31, 2011 Contractual Obligations and Commitments, page 27 As noted in SEC Release 33-9144, the table of contractual obligations permits flexibility in the ways registrants can present information about their contractual obligations and commitments in the table. Notwithstanding this flexibility, we believe that registrants should provide, in the table or footnotes to the table information necessary for an understanding of the timing and amount of expected pension contributions. Some registrants elect to present only their estimated contribution for the next fiscal year, some elect to present only the future minimum statutory funding requirements over a number of years and some present all expected contributions, required and voluntary. On an ongoing basis, please provide such information in a manner that is clear, understandable and suitable to your business. In view of the uncertainties that can affect your determination, you may also need to disclose the factors that could affect your estimates. In response to the Staff’s comment, the Company will include in its next Form 10-K for the fiscal year ended December 31, 2012 (and subsequent filings) the timing and amount of expected pension contributions in its Contractual Obligations and Commitments section in its MD&A. We respectfully submit that the disclosure was included in our Form 10-K under “Pension Arrangements” in our MD&A and in Footnote 18 to the Company’s consolidated financial statements but we will also include this information in a footnote to the table in the Contractual Obligations and Commitments section of MD&A in future filings. We have set forth below an example of the disclosure we intend to include with respect to the “Pension contribution requirements” line item in the table using information from our 2011 Form 10-K: Proposed Disclosure: AGGREGATE CONTRACTUAL OBLIGATIONS1) Payments due by Period (DOLLARS IN MILLIONS) Total Less than 1 year 1-3 years 3-5 years More than 5 years Debt obligations including DRD 2) 647 299 138 2 208 Fixed-interest obligations including DRD 2) 68 22 28 12 6 Operating lease obligations 99 29 40 17 13 Unconditional purchase obligations — — — — — Pension contribution requirements 3) 12 12 — — — Other non-current liabilities reflected on the balance sheet 26 — 12 5 9 Total 852 362 218 36 236 1) Excludes contingent liabilities arising from litigation, arbitration, income taxes or regulatory actions. 2) Debt-Related Derivatives, see Note 12 to the Consolidated Financial Statements. 3) Expected contributions for funded and unfunded defined benefit plans excludes payments beyond 2012. Pension contribution requirements: The Company sponsors defined benefit plans that cover a significant portion of our U.S. employees and certain non-U.S. employees. The pension plans in the U.S. are funded in conformity with the minimum funding requirements in the Pension Protection Act of 2006. Funding for our pension plans in other countries is based upon plan provisions, actuarial recommendations and/ or statutory requirements. In 2012, the expected contribution to all plans, including direct payments to retirees, is $12 million, whereof the major contribution is $7 million for our U.S. pension plans. Due to volatility associated with future changes in interest rates and plan asset returns, the Company cannot predict with reasonable reliability the timing and amounts of future funding requirements, and therefore the above excludes payments beyond 2012. We may elect to make contributions in excess of the minimum funding requirements for the U.S. plans in response to investment performance and changes in interest rates, or when we believe that it is financially advantageous to do so and based on other capital requirements. Excluded from above are expected contributions of approximately $1 million due in 2012 with respect to our other post-employment benefit (OPEB) plans, which represents the expected benefit payments to participants as costs are incurred. As requested in the Comment Letter, 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. /s/ Mats Wallin Mats Wallin Chief Financial Officer Vice President Finance
2012-05-02 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
May 2, 2012
Via E-mail
Mats Wallin Chief Financial Officer Autoliv, Inc. Vasagatan 11, 7th floor, SE-111 20, Box 70381 SE-107 24 Stockholm, Sweden
Re: Autoliv, Inc.
Form 10-K for the fiscal year ended December 31, 2011
Filed February 23, 2012
File No. 001-12933
Dear Mr. Wallin:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with informati on 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 comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2011
Contractual Obligations and Commitments, page 27
1. As noted in SEC Release 33-9144, the table of c ontractual obligations permits flexibility in
the ways registrants can present informati on about their contractual obligations and
commitments in the table. Notwithstanding this flexibility, we believe that registrants should
provide, in the table or footnotes to the tabl e information necessary for an understanding of
the timing and amount of expected pension contri butions. Some registrants elect to present
only their estimated contribution for the next fisc al year, some elect to present only the future
minimum statutory funding requirements over a number of years and some present all
expected contributions, require d and voluntary. On an ongoing ba sis, please provide such
information in a manner that is clear, understand able and suitable to you r business. In view
Mats Wallin
Autoliv, Inc. May 2, 2012 Page 2
of the uncertainties that can affect your dete rmination, you may also need to disclose the
factors that could a ffect your estimates.
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 comment, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of the United States.
You may contact Juan Migone at (202) 551-3312 or Marg ery Reich, Senior Review
Accountant, at (202) 551-3347 if you have que stions regarding comments on the financial
statements and related matters. Please contac t me at (202) 551-3211 with any other questions.
Sincerely,
/s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief
2012-04-25 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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
2012-02-29 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
February 29, 2012
Via E-mail
Rami Hadar Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2010
Filed June 9, 2011 File No. 1-33129
Dear Mr. Hadar:
We refer you to our comment letter dated January 6, 2012, regarding business contacts
with Cuba, Iran, Sudan, and Syria. We have completed our review of this subject matter. We
remind you that our comments or changes to di sclosure in response to our comments do not
foreclose the Commission from ta king 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 securiti es laws of the United States. We urge all
persons who are responsible for the accuracy and ad equacy 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 rules require.
S i n c e r e l y , /s/ Cecilia Blye C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Barbara Jacobs Assistant Director Division of Cor poration Finance
2012-02-03 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
February 3, 2012
Ms. Cecilia Blye
Chief, Office of Global Security Risk
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2010
Filed June 9, 2011
File No. 1-33129
Dear Ms. Blye,
Reference is made to your letter dated January 6, 2012 (the “Comment
Letter”) addressed to Allot Communications Ltd. (“Allot” or the “Company”), in which the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) provided certain comments to the
Company. We also
refer to a telephone conversation between Doron Faibish and Pradip Baumik pursuant to which the Company requested and received
an extension to submit its response on or before February 3, 2012.
The Company sets forth in this letter its responses to the numbered
comments in the Comment Letter. For your convenience, the Company has included the text of the Staff’s comments in bold and
keyed its responses accordingly.
Comment:
1. We are aware of recent news reports, including the article discussed in the press
release attached to your Form 6-K filed on December 23, 2011, indicating that since 2006 you have sold Internet-surveillance equipment
to a Danish distributor who then shipped it to Iran. Iran is designated as a state sponsor of terrorism by the U.S. Department
of State, and is subject to U.S. economic sanctions and export controls. Please describe to us the nature, duration, and extent
of your past, current, and anticipated contacts with Iran, whether through subsidiaries, distributors, resellers, or other direct
or indirect arrangements. Your response should describe any products, equipment, components, technology, software, information,
support, and services that you have provided or intend to provide into Iran, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the government of Iran or entities controlled by that government. Please address
specifically the aforementioned reports of the indirect sales of your products to Iran.
Response:
The Company derives a significant portion of its revenue from direct
sales to large mobile and fixed-line service providers (“Direct Sales”), and derives the remainder of its revenue through
a network of channel partners (“Indirect Sales”) consisting of distributors, resellers, original equipment manufacturers
(OEMs) and system integrators (each, a “Channel Partner”). In 2011, the Company derived approximately 55% of its revenues
from Direct Sales, and the balance from Indirect Sales. The Company’s policy prohibits all Direct Sales and Indirect Sales
to, and other illicit activities with, sanctioned countries, entities and persons, including Iran.
The Company and its subsidiaries did not and do not make Direct
Sales to any entity or individual in Iran, and do not anticipate doing so in the future. Moreover, the Company has not entered
into any agreements, commercial arrangements or other contracts with the government of Iran or entities controlled by the Iranian
government, and it does not anticipate doing so in the future.
Regarding Indirect Sales, the
Company enters into contracts with Channel Partners that specifically identify and limit the territory in which a Channel Partner
is permitted to make sales. In accordance with the Company’s policies, none of the Company’s contracts with its approximately
300 Channel Partners authorize sales to Iran or any sanctioned country, including Iran. In one instance, the Company has a contractual
arrangement with a Channel Partner, which generally authorizes the Channel Partner to make sales on a global basis. In that particular
instance, the Company’s contract with that Channel Partner requires compliance with, among other things, U.S. economic sanctions
and export control laws and regulations. Accordingly, none of the Company’s contracts with Channel Partners authorize or
contemplate any activities with Iran, and the Company does not intend to authorize any Channel Partner to engage in such activities
with Iran in the future.
The Company’s product offering consists of two product lines.
The Company’s high-end Service Gateway systems are sold to large enterprises and mobile and fixed-line service providers.
Typically, the Service Gateway systems are sold with direct involvement of the Company, and as a result, the Company believes it
can identify the end customer of all its Service Gateway systems and that none of them are in Iran. The second product line is
the NetEnforcer that is designed for small business enterprises and has limited functionality and capacity.
Since 2006, the Company shipped approximately 8,700 NetEnforcer
units through a network of approximately 300 Channel Partners worldwide. RanTek A/S (“RanTek”), which is mentioned
in the press report referenced by the Staff, is a very small Denmark-based Channel Partner that since 2006 purchased 79 NetEnforcer
units from the Company (less than 1% of the total 8,700 mentioned above), pursuant to a Channel Partner agreement permitting RanTek
to market and sell the Company’s NetEnforcer products only in Denmark. Following the press report, RanTek informed the Company
that some of the 79 products that the Company sold to RanTek since the beginning of 2006 were re-exported to Iran pursuant to a
license granted by the Danish authorities. Since the Company has no means of tracking electronically or otherwise where its NetEnforcer
products are located after they are sold, the Company cannot independently verify the accuracy of information provided to the Company
by RanTek. The Company also determined that, notwithstanding its policy of prohibiting sales to sanctioned countries and despite
the fact that it did not engage any Channel Partner to cover Iran, its contract management protocol for authorizing Indirect Sales
outside of the contractually designated territory was not adequately followed in this case. As described in the response to comment
4, the Company has enhanced its procedures to address this in the future.
Comment:
2. You disclose on pages 24, 28, and elsewhere that you operate in Latin America,
the Middle East, and Africa, regions that can be understood to include Cuba, Syria, and Sudan, which are designated as state sponsors
of terrorism by the U.S. Department of State 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, Syria, and Sudan, if any, whether through
subsidiaries, distributors, resellers, or other direct or indirect arrangements. Your response should describe any products, equipment,
components, technology, software, information, support, and services that you have provided, or intend to provide, into those
countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with their governments
or entities controlled by those governments.
2
Response:
The Company and its subsidiaries did not and do not make Direct
Sales to any entity or individual in Cuba, Syria or Sudan, and do not anticipate doing so in the future. Moreover, the Company
has not entered into any agreements, commercial arrangements or other contracts with the governments of Cuba, Syria or Sudan or
entities controlled by those governments, and it does not anticipate doing so in the future.
In connection with Indirect Sales, consistent
with the Company’s policies, none of the Company’s contracts with its Channel Partners authorize or contemplate
any activities with Cuba, Syria or Sudan, and the Company does not intend to authorize any Channel
Partner to engage in such activities with those countries in the future. The Company is not aware of
any Channel Partner making Indirect Sales to entities or individuals in those countries.
Comment:
3. You state in the aforementioned Form 6-K that your “products are not defense
items and are designed and intended for the civil market.” Please tell us whether, to the best of your knowledge, understanding,
and belief, any products, equipment, components, software, or technology you have provided or intend to provide, directly or indirectly,
into Cuba, Iran, Sudan, and/or Syria, including the products reportedly shipped to Iran by the Danish distributor, have potential
non-civilian uses, and describe such possible uses of which you are aware. Also, advise us whether, to the best of your knowledge,
understanding, and belief, any such items have been put to non-civilian uses by Cuba, Iran, Sudan, and/or Syria, and discuss any
such uses of which you are aware.
Response:
The Company’s products identify different types of Internet
application and enable service providers and enterprises to optimize the network bandwidth that different types of application
consume. In the case of service providers as opposed to enterprises, the Company’s products enable monetization of different
applications based on the bandwidth consumed by a particular subscriber. The Company’s products are not designed to, and
are not capable of, inspecting actual Internet content. The products sold by the Company to RanTek consisted of the Company’s
NetEnforcer products, which are suitable only for small business enterprises and not for mobile
or fixed-line service providers.
In addition, the Company does not believe that its NetEnforcer products
are subject to the U.S. Export Administration Regulations (EAR). The Company has no reason to believe that it violated the U.S.
Iranian sanctions regime. Moreover, the Israeli Ministry of Defense has officially determined that export of the Company’s
products from Israel is not subject to the Ministry’s oversight since they are solely non-defense products.
Based on the foregoing, the Company believes that there is no non-civilian
use to which the products referenced in the Staff’s comment can reasonably be put since their specifications, functionality
and performance are intended solely for small business enterprises.
The Company is not aware of any non-civilian use of its products
by Cuba, Iran, Sudan and/or Syria.
3
Comment:
4. You state in the aforementioned Form 6-K that your “corporate policy is to
comply fully with Israeli and non-Israeli laws, including all applicable export laws and regulations.” Please describe for
us your current policies, procedures, and systems, if any, to ensure compliance with U.S. economic sanction laws and export control
regulations, and tell us whether you have undertaken any additional measures or implemented enhanced controls in light of the
reported shipments of your products to Iran.
Response:
The Company’s Code of Conduct contains the following statement:
“It is the Company’s policy to fully comply with all
applicable Israeli and U.S. export, customs and trade control laws and regulations, licensing requirements, relevant non-U.S. laws
and international sanctions. The Company is responsible for customs, export and trade control compliance and will establish licensing
and compliance programs. Any investigation or inquiry by a governmental organization regarding alleged trade control violations
or irregularities should be immediately reported to the Chief Financial Officer prior to taking any action. The Chief Financial
Officer is available to answer any questions regarding customers, export licensing and trade controls and should be consulted as
the need arises.”
All employees of the Company have certified in writing that they
have read, and are in compliance and will continue to comply with, the Code of Conduct.
The Company has enhanced its trade controls compliance practices
in a number of ways, notably the following:
although the Company’s contracts with Channel
Partners limit their sales to a particular territory, the Company intends to include express provisions in its Channel Partners’
contracts regarding compliance with economic sanction laws and export control regulations;
the Company will bolster its contract management
protocol for authorizing Indirect Sales outside of the contractually designated territory;
the Company has reinforced training of its
sales employees with respect to identifying and responding to trade control-related “red flags” in connection with
the conduct of Company’s business, and intends to conduct such training on a regular basis; and
the Company will conduct regular and periodic testing of its compliance program.
Finally, the Company is an Israeli company. However, it has enhanced
its compliance practices and chosen to voluntarily conduct its business consistent with U.S. trade control laws and regulations.
Comment:
5. Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and
Syria you describe in response to the foregoing comments, and whether those contacts constitute a material investment risk for
your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality
in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment
in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions directed toward companies that have contacts with Cuba, Iran, Sudan,
or Syria. In this regard, you should discuss specifically the above-referenced news reports about your products being shipped
to Iran.
4
Response:
As noted in the responses to comments 1 and 2 above, the Company
does not and did not make any Direct Sales of its products to Cuba, Iran, Sudan or Syria. The Company’s contracts with its
Channel Partners do not authorize and have not authorized transactions with Cuba, Iran, Syria or Sudan.
The only contact with one of those countries since the beginning of 2007 of which the Company is aware is as described herein.
Quantitative Assessment:
The Company’s revenues from RanTek are not material by any
of the quantitative benchmarks used by the Commission to determine what constitutes material information for investors. Revenue
from RanTek comprises an insignificant and diminishing portion of the Company’s total revenue representing approximately
0.8%, 0.7% and 0.2% of total revenues in each of 2009, 2010 and 2011, respectively, corresponding to a dollar amount of approximately
$319,000, $397,000 and $188,000, only a portion of which could represent sales by RanTek to Iran.
Qualitative Assessment:
In terms of qualitative factors that
would impact investor sentiment towards the Company, the Company has considered the uses to which the NetEnforcer products can
be put. As described above, the NetEnforcer products are suitable only for small business enterprises, and the Company does not
believe that there is any non-civilian use to which the products can reasonably be put.
Like other companies in similar industries,
the most effective means for the Company to market and sell its products to large numbers of end customers is through Channel Partners
who are each assigned a defined territory and permitted to make sales only within that territory. The Company has
worldwide operations with approximately 300 Channel Partners. In addition to the minimal amount of sales to RanTek, the Company’s
diverse sales channels reduce the risk
2012-01-06 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
January 6, 2012
Via E-mail
Rami Hadar Chief Executive Officer and President Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2010
Filed June 9, 2011 File No. 1-33129
Dear Mr. Hadar:
We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments. Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues. At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments. General
1. We are aware of recent news reports, includi ng the article discussed in the press release
attached to your Form 6-K filed on December 23, 2011, indicating that since 2006 you have sold Internet-surveillance equipment to a Danish distributor who then shipped it to
Iran. Iran is designated as a state sponsor of terrorism by th e U.S. Department of State,
and is subject to U.S. economic sanctions and export controls. Please describe to us the
nature, duration, and extent of your past, cu rrent, and anticipated contacts with Iran,
whether through subsidiaries, di stributors, resellers, or other direct or indirect
arrangements. Your response should descri be any products, equipment, components,
technology, software, information, support, and services that you have provided or intend
to provide into Iran, directly or indi rectly, and any agreements, commercial
arrangements, or other contact s you have had with the govern ment of Iran or entities
Rami Hadar Allot Communications Ltd. January 6, 2012 Page 2
controlled by that government. Please addres s specifically the afor ementioned reports of
the indirect sales of your products to Iran.
2. You disclose on pages 24, 28, and elsewhere that you operate in Latin America, the
Middle East, and Africa, regi ons that can be understood to include Cuba, Syria, and
Sudan, which are designated as state sponsor s of terrorism by the U.S. Department of
State and are subject to U.S. economic sanctio ns and export controls. Please describe to
us the nature and extent of your past, current , and anticipated contacts with Cuba, Syria,
and Sudan, if any, whether through subsidiaries, distributors, rese llers, or othe r direct or
indirect arrangements. Your response should describe any products, equipment,
components, technology, software, informa tion, support, and serv ices that you have
provided, or intend to provide, into those countries, direct ly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with their
governments or entities cont rolled by those governments.
3. You state in the aforementioned Form 6-K that your “products are not defense items and
are designed and intended for the civil market.” Please tell us whet her, to the best of
your knowledge, understanding, and belief, a ny products, equipment, components,
software, or technology you have provided or intend to provide, directly or indirectly,
into Cuba, Iran, Sudan, and/or Syria, includ ing the products reporte dly shipped to Iran by
the Danish distributor, have pot ential non-civilian uses, and describe such possible uses
of which you are aware. Also, advise us whether, to the best of your knowledge,
understanding, and belief, any such items have been put to non-civilian uses by Cuba,
Iran, Sudan, and/or Syria, and discuss a ny such uses of which you are aware.
4. You state in the aforementioned Form 6-K that your “corporate policy is to comply fully
with Israeli and non-Israeli laws , including all applicable expo rt laws and regulations.”
Please describe for us your current policies, procedures, and systems, if any, to ensure
compliance with U.S. economic sanction laws and export control regul ations, and tell us
whether you have undertaken any additional measures or implemented enhanced controls in light of the reported shipment s of your products to Iran.
5. Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and Syria
you describe in response to the foregoi ng comments, and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and the
subsequent interim period. Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in making an investment decision, including
the potential impact of corpor ate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-desi gnated state sponsors of terrorism. Your
materiality analysis should address the pot ential impact of the investor sentiment
Rami Hadar Allot Communications Ltd. January 6, 2012 Page 3
evidenced by such actions directed toward co mpanies that have contacts with Cuba, Iran,
Sudan, or Syria. In this regard, you shoul d discuss specifically the above-referenced
news reports about your produc ts being shipped to Iran.
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 rela ting to the 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 an d accuracy of the disclo sure 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 federa l securities laws of the United States.
Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or me at (202) 551-
3470 if you have any questions abou t the comments or our review.
S i n c e r e l y ,
/s/ Cecilia Blye C e c i l i a B l y e , C h i e f Office of Global Security Risk cc: Barbara Jacobs Assistant Director Division of Cor poration Finance
2011-09-02 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
CORRESP
1
filename1.htm
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
CORRESP
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[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
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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
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August 22, 2011
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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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August 22, 2011
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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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August 22, 2011
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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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
CORRESP
1
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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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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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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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July 11, 2011
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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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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.
Munger, Tolles & Olson LLP
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 (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
CORRESP
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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
2011-04-08 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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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
2011-03-25 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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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.)
2011-03-23 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
March 23, 2011
John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street
Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc. Form 10-K
Filed February 26, 2010 File No. 000-50743
Dear Mr. Maraganore:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,
Jeffrey Riedler
Assistant Director
2011-03-21 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712)
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 (AL) (CIK 0001487712)
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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.)
2011-03-10 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
1
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March 10, 2011
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Johnny Gharib
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K
Filed February 26, 2010
File No. 000-50743
Ladies and Gentlemen:
On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am writing in response to comments
contained in the letter dated February 28, 2011 (the “Letter”) from Jeffrey Riedler of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John M. Maraganore,
the Company’s Chief Executive Officer. The responses set forth below are keyed to the numbering of
the comments and the headings used in the Letter.
Proxy Statement on Schedule 14A, filed April 20, 2010
2009 Annual Incentive Program, page 26
1.
We note your response to our prior comment 4 and your disclosure that the company has not
disclosed Ms. Allen’s performance target with respect to specified internal operating expense
levels under its annual operating plan because the company believes that this information
constitutes confidential financial data, the disclosure of which would result in competitive
harm to it. However, you have already disclosed your operating expenses in your 2010 10-K
filed on February 18, 2011. Please revise your disclosure to include a discussion of Ms.
Allen’s performance target with respect to specified internal operating expense levels and
compare them to the level of operating expenses incurred by the company.
Response:
In response to the Staff’s comment, the Company has revised the disclosure
regarding Ms. Allen’s individual objectives to include a discussion of Ms. Allen’s
performance target with respect to specified internal operating expense levels. The
Company notes that it has not provided a comparison of this performance target to the
level of GAAP operating expenses disclosed in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2010, as these measures are not the same. As
previously noted by the Company, multiple factors go into determining the Company’s
operating plan,
Securities and Exchange Commission
March 10, 2011
Page 2
which contains financial targets and budgets that are used to guide the
operations of the Company. The Company has included in its revised
disclosure below an explanation of the distinction between its internal
operating expense levels under its annual operating plan and its reported
GAAP operating expenses for 2010. The Company intends to include revised
disclosure regarding Ms. Allen’s individual objectives and performance in its
2011 proxy statement substantially similar to that set forth below:
“Ms. Allen’s individual objectives were focused on meeting specified financial goals, including
meeting internal operating expense levels of no more than $110 million under our annual operating
plan, and year-end minimum cash balance requirements of greater than $340 million (excluding a
potential one-time license payment from a collaborator) ([ ]%), supporting business development
efforts to establish strategic alliances to fund our business ([ ]%), managing our investment
portfolio ([ ]%) and managing the audit of our financial statements, along with various public
reporting obligations and tax matters ([ ]%), and achieving specified metrics with respect to the
information technology and facilities groups ([ ]%). Ms. Allen’s goals relating to internal
operating expense levels were based upon our annual operating plan. Multiple factors go into
determining our operating plan, which contains financial targets and budgets that we use to guide
our operations. Internal operating expenses do not align with reported GAAP operating expenses, as
they consist primarily of cash operating expenses and exclude items such as depreciation and
stock-based compensation. Our compensation committee also considered both Dr. Maraganore’s and Mr.
Greene’s recommendations with respect to Ms. Allen’s performance. Our compensation committee
determined that Ms. Allen achieved [ ]% of her individual objectives for 2010, including meeting
year-end internal operating expense levels of no more than $110 million under our annual operating
plan and achievement of internal year-end cash balance objectives of greater than $340 million,
ending 2010 with $350 million. Our compensation committee determined that under the 2010 annual
incentive program, Ms. Allen earned a cash incentive award of $[ ], representing [ ]% of her
target cash award opportunity, reduced by the corporate performance modifier of [ ]%.”
If you require additional information, please telephone either the undersigned at (617) 551-8200,
or Lia Der Marderosian of WilmerHale, the Company’s outside counsel, at (617) 526-6000.
Very truly yours,
/s/ Michael P. Mason
Michael P. Mason
Vice President, Finance and Treasurer
cc:
Philip T. Chase, Esq.
Lia Der Marderosian, Esq.
2011-03-07 - UPLOAD - AIR LEASE CORP (AL) (CIK 0001487712)
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
2011-02-28 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
February 28, 2011
John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street
Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc. Form 10-K
Filed February 26, 2010 File No. 000-50743
Dear Mr. Maraganore:
We have reviewed your response letter date d February 18, 2011 and have the following
comment.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to this comment, we may have
additional comments.
Proxy Statement on Schedule 14A, filed April 20, 2010
2009 Annual Incentive Program, page 26
1. We note your response to prior comment 4 a nd your disclosure that the company has
not disclosed Ms. Allen’s pe rformance target with resp ect to specified internal
operating expense levels under its annual operating plan because the company
believes that this information constitutes confidential financial data, the disclosure of which would result in competitive harm to it. However, you have already disclosed your operating expenses in your 2010 10-K filed on February 18, 2011. Please revise
your disclosure to include a di scussion of Ms. Allen’s perf ormance target with respect
to specified internal operating expense le vels and compare them to the level of
operating expenses incurred by the company.
John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. February 28, 2011 Page 2
You may contact Johnny Gharib at (202) 551-3170 or me at (202) 551-3715 if you have
any questions.
Sincerely,
Jeffrey Riedler
Assistant Director
2011-02-22 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
CORRESP
1
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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
2011-02-18 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
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February 18, 2011
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Johnny Gharib
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K
Filed February 26, 2010
File No. 000-50743
Ladies and Gentlemen:
On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am writing in response to comments
contained in the letter dated February 11, 2011 (the “Letter”) from Jeffrey Riedler of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John M. Maraganore,
the Company’s Chief Executive Officer. The responses set forth below are keyed to the numbering of
the comments and the headings used in the Letter.
Form 10-K, filed February 26, 2010
Business, page 2
1.
We note your response to our prior comment 1 and your disclosure regarding your license
agreement with Max Planck Innovation that you will be required to pay future royalties on net
sales of all therapeutic and prophylactic products. Please revise your disclosure to include
a range of royalty rates not to exceed ten percent. An acceptable range of royalties is one
of the following: “single-digits,” “teens,” “twenties,” etc.
Response:
In response to the Staff’s comment, the Company has revised its disclosure
regarding its license agreement with Max Planck Innovation to include a range of
royalty rates. The Company intends to include revised disclosure in its Form 10-K for
the year ended December 31, 2010 substantially similar to that set forth below:
“In December 2002, we entered into a co-exclusive license with Max Planck Innovation for the
worldwide rights to use and sublicense certain patented technology to develop and commercialize
therapeutic products and related applications. We also obtained the rights to use, without the
right to sublicense, the technology for all diagnostic uses other than for the purposes of
therapeutic monitoring. In consideration for the rights to license this technology, we issued to
Max Planck
Page 2
Innovation 723,240 shares of Series B redeemable convertible preferred stock with a fair value of
$1.8 million. We were also given the right to acquire the remaining 50% exclusive rights, which
right we exercised upon our acquisition of Ribopharma AG in July 2003. In consideration for the
remaining rights to this technology, we issued Max Planck Innovation an additional 158,605 shares
of Series B redeemable convertible preferred stock with a fair value of $0.4 million. The 881,845
shares of Series B redeemable convertible preferred stock held by Max Planck Innovation converted
into 464,128 shares of common stock upon the closing of our initial public offering in June 2004.
In June 2005, we entered into an amendment to our agreement with Max Planck Innovation that secured
our exclusivity to use and sublicense certain patented technology to develop and commercialize
therapeutic products and related applications. In connection with this amendment, we issued
270,000 shares of our common stock, which were valued at $2.1 million, to Max Planck Innovation and
certain of its affiliated entities.
We are not obligated to pay any development or sales milestone payments to Max Planck Innovation,
however, we will be required to pay Max Planck Innovation future
single-digit royalties on
net sales of all therapeutic and prophylactic products developed with the technology, if any.
Our agreements with Max Planck Innovation generally remain in effect until the expiration of the
last-to-expire patent licensed thereunder. We estimate that the principal issued patents covered
under the Max Planck Innovation agreements will expire both in and outside the United States during
2021, subject to any potential patent term extensions, restoration and/or supplemental protection
certificates extending such term extensions in countries where such extensions may become
available. We may terminate the agreements without cause with six months’ prior notice to Max
Planck Innovation, and Max Planck Innovation may terminate the agreements in the event that we
materially breach our obligations thereunder. Max Planck Innovation also has the right to
terminate the agreements in the event that we, independently or through a third party, attack the
validity of any of the licensed patents.”
Kyowa Hakko Kirin, page 20
2.
We note your response to our prior comment 2 that under the Kyowa Hakko Kirin agreement,
there are modest development and sales milestone payments and royalty rates. However, we also
note in your 2009 Form 10-K that Kyowa Hakko Kirin paid you an upfront cash payment of $15
million and is required to make payments to you upon achievement of specified development
sales milestones totaling up to $78 million in addition to royalty payments based on annual
net sales. These amounts do not appear to be modest given that you had revenues of
approximately $100 million and net losses of approximately $47.6 million in 2009. Please file
as an exhibit to your 2010 Form 10-K, the license and collaboration agreement with Kyowa Hakko
Kirin dated June 2008.
Response:
The Company acknowledges the Staff’s comment and intends to file the license and
collaboration agreement with Kyowa Hakko Kirin as an exhibit to its Form 10-K for the
year ended December 31, 2010.
Page 3
Delivery Initiatives, page 24
3.
We note your response to our prior comment 3 and your disclosure that Tekmira and Protiva are
eligible to receive royalty payments on annual product sales of each RNAi therapeutic
formulated using Tekmira’s or Protiva’s liposomal delivery formulation technologies, and that
you are eligible to receive royalties on annual sales of RNAi therapeutic products for which
you granted Tekmira and Protiva licenses. Please revise your disclosure to include a range of
royalty rates not to exceed ten percent for royalties that you will pay to and receive from
Tekmira and Protiva. An acceptable range of royalties is one of the following:
“single-digits,” “teens,” “twenties,” etc.
Response:
In response to the Staff’s comment, the Company has revised its disclosure
regarding its license agreements with Tekmira and Protiva to include a range of royalty
rates. The Company intends to include revised disclosure in its Form 10-K for the year
ended December 31, 2010 substantially similar to that set forth below:
“In January 2007, we obtained an exclusive worldwide license to the liposomal delivery formulation
technology of Tekmira for the discovery, development and commercialization of LNP formulations for
the delivery of RNAi therapeutics and a non-exclusive worldwide license to certain liposomal
delivery formulation technology of Protiva Biotherapeutics Inc., or Protiva, for the discovery,
development and commercialization of certain LNP formulations for the delivery of RNAi
therapeutics. In May 2008, Tekmira acquired Protiva. In connection with this acquisition, we
entered into new agreements with Tekmira and Protiva, which provide us access to key existing and
future technology and intellectual property for the systemic delivery of RNAi therapeutics with
liposomal delivery technologies. Under these agreements, we continue to have exclusive rights to
the Semple (U.S. Patent No. 6,858,225) and Wheeler (U.S. Patent Nos. 5,976,567 and 6,815,432)
patents for RNAi, which we believe are critical for the use of LNP delivery technology. Under our
agreements with Tekmira and Protiva, Tekmira and Protiva are eligible to receive up to an aggregate
of $16.0 million in milestone payments for each RNAi therapeutic formulated using Tekmira’s or
Protiva’s liposomal delivery formulation technologies, together
with single-digit royalty
payments on annual product sales. In each of 2009 and 2010, we paid $0.5 million in milestone
payments to Tekmira under these license agreements. We charge these milestone payments to research
and development expense.
We are developing ALN-VSP, a systemically delivered RNAi therapeutic, for the treatment of primary
and secondary liver cancer. ALN-VSP contains two siRNAs formulated using a first-generation LNP
formulation developed by Tekmira. We also have rights to use this LNP technology in the advancement
of our other systemically delivered RNAi therapeutic programs, and we are advancing ALN-TTR01, for
the treatment of ATTR, utilizing this first-generation LNP formulation. In parallel with ALN-TTR01,
we are advancing ALN-TTR02 utilizing a second-generation LNP formulation. In addition, we have
published pre-clinical results from development programs for other systemically delivered RNAi
therapeutics, including ALN-PCS, for the treatment of severe hypercholesterolemia. We are also
advancing ALN-PCS using a second-generation LNP formulation.
Page 4
Under our agreements with Tekmira and Protiva, we also granted Tekmira and Protiva three exclusive
and five non-exclusive licenses under our InterfeRx program to develop and commercialize RNAi
therapeutics directed to up to eight gene targets in which we have no direct strategic interest,
including the targets apolipoprotein B and polo-like kinase 1, or PLK1, and a recently granted
license in connection with Tekmira’s research program directed towards the Ebola virus. We are
eligible to receive up to an aggregate of $8.5 million in milestone payments for each RNAi
therapeutic directed to four of these targets, together with
single-digit royalties on
annual sales of RNAi therapeutic products directed to all of these targets, if any. In addition,
under our agreement with Protiva, we have the right to “opt-in” to the Tekmira research program
directed to PLK1 and contribute 50% of product development costs and share equally in any future
product revenues. We have until the start of a Phase II clinical trial in this PLK1 research
program to exercise our opt-in right.
In connection with Tekmira’s acquisition of Protiva, in May 2008, we made an equity investment of
$5.0 million in Tekmira, purchasing 2,083,333 shares of Tekmira common stock at a price of $2.40
per share, which represented a premium of $1.00 per share. In November 2010, Tekmira effected a
one-for-five reverse stock split, after which we own 416,666 shares of Tekmira common stock.
The terms of our agreements with Tekmira and Protiva generally end upon the expiration of the
last-to-expire patent licensed thereunder, whether such patent is a patent licensed by Tekmira or
Protiva to us, or vice versa. As the licenses from Tekmira and Protiva will include additional
patents, if any, filed to cover future inventions, if any, the dates of expiration cannot be
determined at this time. Either we or Protiva may terminate a license it granted to the other in
the event that the other party materially breaches its obligations relating to that license.
Furthermore, either we or Tekmira may terminate our agreements with each other in the event the
other party materially breaches an obligation under those agreements, but such termination will be
limited to a particular product and/or region in the event of a material breach by the other party
that has a material adverse effect only on that particular product in that region.”
Proxy Statement on Schedule 14A, filed April 20, 2010
2009 Annual Incentive Program, page 26
4.
We note your response to our prior comment 5 and your disclosure regarding 2010 corporate
goals and individual objectives. We also note your discussion of Ms. Allen’s individual
objectives which are partly focused on meeting specified financial goals, including meeting
specified operating expense levels and minimum cash balance requirements at year-end. These
objectives appear to be quantitative. To the extent that the objectives are quantitative,
please revise your disclosure so that the discussion of objectives and achievements is also
quantitative.
Response:
In response to the Staff’s comment, the Company has revised the
disclosure regarding Ms. Allen’s individual objectives to include a
quantitative discussion of the minimum year-end cash requirements. The Company
has not disclosed Ms. Allen’s performance target with respect to specified
internal operating expense levels under its annual operating plan because the
Company believes that this information constitutes confidential financial data, the
disclosure of which would result in competitive harm to it. Each year, the Company
engages in a robust process to establish the operating plan, which contains financial
targets and budgets that are used to guide the operations of the Company. In
developing the operating plan, management considers various factors relating to
its own operations and research and development programs, as well as overall
economic and market conditions. The operating plan is prepared by Company management
and presented to the Board of Directors (the “Board”) for its consideration
and the Board provides feedback to management.
Page 5
The finalized operating plan that results from this process is then approved by the
Board. The Company has included disclosure that Ms. Allen’s target specified operating
expense levels for 2010 were set at a level that was attainable but difficult to achieve.
The Company intends to include revised disclosure regarding Ms. Allen’s individual
objectives and performance in its 2011 proxy statement substantially similar to that set forth below:
“Ms. Allen’s individual objectives were
focused on meeting specified financial goals, including meeting specified internal operating expense
levels under our annual operating plan within 5% of target, which we believe were set at
levels that were attainable but aggressively established, and year-end minimum cash balance
requirements of greater than $340.0 million (excluding a potential one-time license payment from a collaborator)
([ ]%), supporting business development efforts to establish strategic alliances to fund our
business ([ ]%), managing our investment portfolio ([ ]%) and managing the audit of our financial
statements, along with various public reporting obligations and tax matters ([ ]%), and achieving
specified metrics with respect to the information technology and facilities groups ([ ]%). Our
compensation committee also considered both Dr. Maraganore’s and Mr. Greene’s recommendations with
respect to Ms. Allen’s performance. Our compensation committee determined that Ms. Allen achieved [ ]%
of her individual objectives for 2010, including meeting specified year-end internal operating expense
levels under our annual operating plan and achievement of internal year-end cash balance objectives
of greater than $340.0 million, ending 2010 with $350.0 million. Our compensation committee determined
that under the 2010 annual incentive program, Ms. Allen earned a cash incentive award of $[ ],
representing [ ]% of her target cash award opportunity, reduced by
the corporate performance modifier of [ ]%.”
If you require additional information, please telephone either the undersigned at (617) 551-8200,
or Lia Der Marderosian of WilmerHale, the Company’s outside counsel, at (617) 526-6000.
Very truly yours,
/s/ Patricia L. Allen
Patricia L. Allen
Vice President of Finance and Treasurer
cc:
Philip T. Chase, Esq.
Lia Der Marderosian, Esq.
2011-02-11 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
February 11, 2011
John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street
Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc. Form 10-K
Filed February 26, 2010 File No. 000-50743
Dear Mr. Maraganore:
We have reviewed your response letter da ted January 12, 2011 and have the following
comments.
Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K, filed February 26, 2010
Business, page 2
1. We note your response to our prior comment 1 and your disclosure regarding your license agreement with Max Planck Innovation that you will be required to pay future royalties
on net sales of all therapeutic and prophylactic products. Please revise your disclosure to
include a range of royalty rates not to ex ceed ten percent. An acceptable range of
royalties is one of the following: “single-digits,” “teens,” “twenties,” etc.
Kyowa Hakko Kirin, page 20
2. We note your response to our prior comme nt 2 that under the Kyowa Hakko Kirin
agreement, there are modest development and sa les milestone payments and royalty rates.
However, we also note in your 2009 Form 10-K that Kyowa Hakko Kirin paid you an
upfront cash payment of $15 million and is required to make payments to you upon
achievement of specified development sales milestones totaling up to $78 million in addition to royalty payments based on annual net sales. These amounts do not appear to
John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. February 11, 2011 Page 2
be modest given that you had revenues of approximately $100 million and net losses of
approximately $47.6 million in 2009. Please file as an exhibit to your 2010 Form 10-K,
the license and collaboration agreement with Kyowa Haddo Ki rin dated June 2008.
Delivery Initiatives, page 24
3. We note your response to our prior comment 3 and your disclosure that Tekmira and
Protiva are eligible to receive royalty pa yments on annual product sales for each RNAi
therapeutic formulated using Tekmira’s or Protiva’s liposomal delivery formulation
technologies, and that you ar e eligible to receive royal ties on annual sales of RNAi
therapeutic products for which you granted Tekm ira and Protiva licenses. Please revise
your disclosure to include a ra nge of royalty rates not to ex ceed ten percent for royalties
that you will pay to and receive from Tekm ira and Protiva. An acceptable range of
royalties is one of the fo llowing: “single-digits,” “teens,” “twenties,” etc.
Proxy Statement on Schedule 14A, filed April 20, 2010
2009 Annual Incentive Program, page 26
4. We note your response to our prior comme nt 5 and your disclosure regarding 2010
corporate goals and individual objectives. We also note your discussion of Ms. Allen’s
individual objectives which are partly fo cused on meeting specified financial goals,
including meeting specified operating expense levels and minimum cash balance requirements at year-end. These objectives appe ar to be quantitative. To the extent that
the objectives are quantitative, please revise your disclosure so that the discussion of
objectives and achievements is also quantitative.
You may contact Johnny Gharib at (202) 551-3170 or me at (202) 551-3715 if you have
any questions.
Sincerely,
Jeffrey Riedler
Assistant Director
2011-02-11 - CORRESP - AIR LEASE CORP (AL) (CIK 0001487712)
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MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
THIRTY-FIFTH FLOOR
LOS ANGELES, CALIFORNIA 90071-1560
TELEPHONE (213) 683-9100
FACSIMILE (213) 687-3702
560 MISSION STREET
SAN FRANCISCO, CALIFORNIA 94105-2907
TELEPHONE (415) 512-4000
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 (AL) (CIK 0001487712)
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
2011-01-12 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
1
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corresp
January 12, 2011
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Johnny Gharib
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K
Filed February 26, 2010
File No. 000-50743
Ladies and Gentlemen:
On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am writing in response to comments
contained in the letter dated December 2, 2010 (the “Letter”) from Jeffrey Riedler of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John M. Maraganore,
the Company’s Chief Executive Officer. The responses set forth below are keyed to the numbering of
the comments and the headings used in the Letter.
Form 10-K, filed February 26, 2010
Business, page 2
1.
We note that you have included as exhibits various license agreements with each of Cancer
Research Technology Limited, Carnegie Institution of Washington, Cold Spring Harbor
Laboratory, Garching Innovation GmbH (now known as Max Planck Innovation GmbH) and The Board
of Trustees of the Leland Stanford Junior University. Please describe the material terms of
each of these agreements, including, but not limited to any payment provisions, a range of
royalty rates, aggregate milestones, usage restrictions, exclusivity provisions and duration
and termination provisions.
Response:
The Company analyzes each of its agreements for materiality when it enters into
the agreement and periodically thereafter. Item 601(b)(10)(ii)(B) of Regulation S-K
clarifies that if an agreement is such as ordinarily accompanies the kind of business
conducted by the registrant, it will be deemed to be made in the ordinary course of
business, and therefore not required to be filed, unless the agreement is, among other
things, one “upon which the registrant’s business is substantially dependent.” The
Company has reassessed the materiality of its agreements with each of Cancer Research
Technology Limited (“CRT”), Carnegie Institution of Washington
300 Third Street • Cambridge MA, 02142 • main 617.551.8200 • fax 617.551.8101 •
www.alnylam.com
Securities and Exchange Commission
January 12, 2011
Page 2
(“Carnegie”), Cold Spring Harbor Laboratory (“Cold Spring”) and The Board of
Trustees of the Leland Stanford Junior University (“Stanford”) and concluded
that each such agreement was made in the ordinary course of the Company’s
business and that its business is not currently substantially dependent on
any one of these agreements, and accordingly, the Company does not intend to
continue to file any of these agreements as an exhibit to its Form 10-K for
the year ended December 31, 2010 under Item 601(b)(10) of Regulation S-K.
The Company continues to consider its license agreements with Garching
Innovation GmbH (now known as Max Planck Innovation GmbH) (“Max Planck”)
material agreements. The Company intends to revise its disclosure regarding
the Max Planck license agreements in its Form 10-K for the year ended
December 31, 2010 and to continue to file the agreements as exhibits to its
Form 10-K.
The Company is a biopharmaceutical company seeking to develop and
commercialize novel therapeutics based on RNA interference (“RNAi”). Patent
protection is critical to success in the research-based biotechnology
industry. Accordingly, license agreements are very much a part of the
ordinary course of business in the industry. As disclosed in its periodic
filings, including its Forms 10-K and 10-Q, part of the Company’s strategy is
to identify and acquire rights to patents and patent applications relevant to
the development of its RNAi therapeutic candidates. As part of this
strategy, the Company has entered into, and intends to continue to enter
into, agreements with respect to a broad portfolio of intellectual property
covering various aspects of RNAi technology. The license agreements with CRT,
Carnegie, Cold Spring and Stanford, pursuant to which the Company has
in-licensed rights to various aspects of RNAi technology, are part of this
ordinary course business strategy.
In considering the materiality of license agreements for purposes of the
exhibit requirements under Item 601(b)(10) of Regulation S-K, the Company
considers the following factors:
•
The impact on the Company’s business (including the Company’s ability
to develop and commercialize RNAi therapeutics and the cost impact) in
the event the license was not available;
•
The applicability of the technology to the Company’s drug development
platform and/or drug development strategy;
•
The stage of development and value of the therapeutic(s) for which
the technology is relevant and the importance of such technology to the
development and commercialization of such therapeutics; and
•
The amount and timing of payments under the license agreement.
Securities and Exchange Commission
January 12, 2011
Page 3
The Company acknowledges that its business continues to be substantially
dependent on licenses to certain fundamental patents applicable to all small
interfering RNAs (“siRNAs”) and to certain chemistry patents broadly
applicable to siRNAs, including its agreements with Max Planck discussed
below. However, due to the evolution of its patent portfolio and the scope of
the claims contained in certain patents and pending patent applications
covered by the CRT, Carnegie, Cold Spring and Stanford license agreements, as
well as the gradual transition of the Company’s patent portfolio to more
product focused intellectual property, the Company does not currently believe
its business is substantially dependent on these licenses, each of which
represents only a narrow aspect of the Company’s overall patent portfolio.
The annual aggregate payments that the Company made to CRT, Carnegie, Cold
Spring and Stanford represented less than 1% of the Company’s total operating
expenses in each of 2009 and 2010. In addition, to the extent the Company is
required to make milestone or royalty payments under any of these agreements,
such payments will not represent a material percentage of its operating
expenses or cash, cash equivalents and marketable securities. Accordingly,
the Company does not believe that the payment of development or sales
milestone payments to any of CRT, Carnegie, Cold Spring or Stanford would be
material to the Company’s results of operations or financial condition.
Notwithstanding the Company’s determination that the CRT, Carnegie, Cold
Spring and Stanford agreements are no longer material under Item 601(b)(10)
of Regulation S-K, the Company believes that disclosure of the patents and
patent applications licensed under the these agreements in its Form 10-K and
other filings provides meaningful information for investors regarding the
Company’s broad intellectual property portfolio.
In response to the Staff’s comment regarding disclosure of the material terms
of the Max Planck agreements, including, but not limited to any payment
provisions, a range of royalty rates, aggregate milestones, usage
restrictions, exclusivity provisions and duration and termination provisions,
the Company intends to revise its disclosure regarding the Max Planck license
agreements in its Form 10-K for the year ended December 31, 2010 and to
continue to file these agreements as exhibits to its Form 10-K. The revised
disclosure will be substantially similar to that set forth below:
“In December 2002, we entered into a co-exclusive license with Max Planck Innovation (formerly
known as Garching Innovation GmbH) for the worldwide rights to use and sublicense certain patented
technology to develop and commercialize therapeutic products and related applications. We also
obtained the rights to use, without the right to sublicense, the technology for all diagnostic uses
other than for the purposes of therapeutic monitoring. In consideration for the rights to license
this technology, we issued to Max Planck Innovation 723,240 shares of Series B redeemable
convertible preferred stock with a fair value of $1.8 million. We were also given the right to
acquire
Securities and Exchange Commission
January 12, 2011
Page 4
the remaining 50 percent exclusive rights, which right we exercised upon our acquisition of
Ribopharma AG in July 2003. In consideration for the remaining rights to this technology, we
issued Max Planck Innovation an additional 158,605 shares of Series B redeemable convertible
preferred stock with a fair value of $0.4 million. The 881,845 shares of Series B redeemable
convertible preferred stock held by Max Planck Innovation converted into 464,128 shares of common
stock upon the closing of our initial public offering in June 2004.
In June 2005, we entered into an amendment to our agreement with Max Planck Innovation that secured
our exclusivity to use and sublicense certain patented technology to develop and commercialize
therapeutic products and related applications. In connection with this amendment, we issued
270,000 shares of our common stock, which were valued at $2.1 million, to Max Planck Innovation and
certain of its affiliated entities.
We are not obligated to pay any development or sales milestone payments to Max Planck Innovation,
however, we will be required to pay Max Planck Innovation future royalties on net sales of all
therapeutic and prophylactic products developed with the technology, if any.
Our agreements with Max Planck Innovation generally remain in effect until the expiration of the
last-to-expire patent licensed thereunder. We estimate that the principal issued patents covered
under the Max Planck Innovation agreements will expire both in and outside the United States during
2021, subject to any potential patent term extensions, restoration and/or supplemental protection
certificates extending such term extensions in countries where such extensions may become
available. We may terminate the agreements without cause with six months prior notice to Max
Planck Innovation, and Max Planck Innovation may terminate the agreements in the event that we
materially breach our obligations thereunder. Max Planck Innovation also has the right to
terminate the agreements in the event that we, independently or through a third party, attack the
validity of any of the licensed patents.”
Kyowa Hakko Kirin, page 20
2.
Please file as an exhibit in your 2010 Form 10-K, the license and collaboration agreement
with Kyowa Hakko Kirin dated June 2008. Alternatively, tell us the basis for your belief that
you are not required to file this agreement pursuant to Item 601(b)(10)(ii)(B) of Regulation
S-K.
Response:
As discussed in the Company’s response to Comment No. 1 above, the Company
analyzes each of its agreements for materiality when it enters into the agreement and
periodically thereafter. The Company has determined that its agreement with Kyowa
Hakko Kirin (“Kyowa Hakko”) is not a material contract required to be filed as an
exhibit under Item 601(b)(10) of Regulation S-K. Item 601(b)(10)(ii)(B) of Regulation
S-K clarifies that if an agreement is such as ordinarily accompanies the kind of
business conducted by the registrant, it will be deemed to be made in the ordinary
course of business, and therefore not required to be filed, unless the agreement is,
among other things, one “upon which the registrant’s business is substantially
dependent.” The Company has concluded that its agreement with Kyowa Hakko was made in
Securities and Exchange Commission
January 12, 2011
Page 5
the ordinary course of the Company’s business and that its business is not
substantially dependent on the agreement, and accordingly, the Company has
not filed this agreement as an exhibit under Item 601(b)(10) of Regulation
S-K.
The Company is a biopharmaceutical company seeking to develop and
commercialize novel therapeutics based on RNAi. As part of its collaboration
strategy, the Company seeks to enter into 50-50 co-development and/or
worldwide or specific geographic partnerships for specific RNAi therapeutic
programs in the ordinary course of business. Certain of these agreements may
be material to the Company due to a combination of various factors, including
the amount of any upfront payment, the amount of research and development
funding support, the potential future milestone and royalty revenue amounts,
and the geographic scope of the collaboration, among other factors. The Kyowa
Hakko agreement is a regional agreement that provides rights to Kyowa Hakko
to develop and commercialize the Company’s therapeutic candidate, ALN-RSV, at
its own expense in a limited geographic region. Under the Kyowa Hakko
agreement, there are modest development and sales milestone payments and
royalty rates, no co-development obligations, and no obligation on the part
of Kyowa Hakko to provide the Company with development assistance or specific
expertise outside of its limited geographic region.
The Kyowa Hakko agreement does not fall within any of the enumerated
categories under Item 601(b)(10)(ii)(B) of Regulation S-K that would
disqualify it from the ordinary course exception. Notwithstanding the
Company’s determination that the Kyowa Hakko agreement is not material under
Item 601(b)(10) of Regulation S-K, the Company believes that disclosure of
this agreement in its Form 10-K and other filings provides meaningful
information for investors regarding the Company’s third-party collaboration
efforts.
Delivery Initiatives, page 24
3.
We note that during 2007, you obtained an exclusive worldwide license to the liposomal
delivery formulation technology of Tekmira for the discovery, development and
commercialization of LNP formulations for the delivery of RNAi therapeutics, and a
non-exclusive worldwide license to certain liposomal delivery of formulation technology of
Protiva Biotherapeutics Inc., for the discovery, development and commercialization of certain
LNP formulation for the delivery of RNAi therapeutics. Please provide the material terms of
each of these license agreements with Tekmira and Protiva, including, but not limited to any
payment provisions, a range of royalty rates, aggregate milestones, usage restrictions and
duration and termination provisions. Also, please file these agreements as exhibits in your
2010 Form 10-K, or alternatively, tell us the basis for your belief that you are not required
to file these agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.
Securities and Exchange Commission
January 12, 2011
Page 6
Response:
The Company assesses the materiality of each contract it enters into upon signing
and will periodically reassess the materiality of each such agreement as its pipeline
matures and its business changes to determine whether it is reliant on any particular
service, technology or product, or whether any such agreement is otherwise required to
be filed as an exhibit pursuant to the requirements set forth in Item 601(b)(10) of
Regulation S-K. Given the advances of the Company’s clinical pipeline during 2010,
including the initiation of a second clinical development program utilizing the drug
delivery technology covered by the Tekmira and Protiva license agreements, the Company
determined that such agreements are now material to its business. Accordingly, in
response to the Staff’s comment regarding disclosure of the material terms of each of
the Tekmira and Protiva license agreements, including, but not limited to payment
provisions, royalty rates, aggregate milestone payments, usage restrictions and
duration and termination provisions, the Company intends to revise its disclosure
regarding the Tekmira and Protiva license agreements in its Form 10-K for the year
ended December 31, 2010 and to file these agreements as exhibits to its Form 10-K. The
revised disclosure will be substantially
2011-01-05 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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January 5, 2011
Securities and Exchange Commission
Division of Corporation Finance
110 F Street, N.E.
Washington, D.C. 20549
Re:
Allot Communications Ltd.
Registration Statement on Form F-3 (File No. 333-171053)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), Allot Communications Ltd. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-171053), as amended, to 4:00 p.m., Eastern Time, on Friday, January 7, 2011, or as soon thereafter as practicable.
The Company hereby acknowledges 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 Securities and Exchange Commission (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.
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 offering of the securities covered by the Registration Statement.
Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.
Sincerely,
ALLOT COMMUNICATIONS LTD.
By:
/s/ Nachum Falek
Name: Nachum Falek
Title: Chief Financial Officer
2011-01-05 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
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January 5, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Matthew Crispino, Esq.
Re:
Allot Communications Ltd.
Registration Statement (File No. 333-171053) on Form F-3 Initially Filed on December 9, 2010 (CIK No. 0001365767)
Dear Mr. Crispino:
On behalf of our client, Allot Communications Ltd., an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated January 3, 2011 (the “Comment Letter”) relating to the Registration Statement on Form F-3 filed by the Company on December 9, 2010 (the “Registration Statement”).
The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold below. The Company is concurrently filing with the Commission Amendment No. 1 to the Registration Statement.
Incorporation of Certain Documents by Reference, page 11
1.
The description of your ordinary shares is incorporated by reference to your Form F-1 filed on October 31, 2006. However, the description of your ordinary shares must be incorporated from an Exchange Act registration statement, such as the Form 8-A filed on November 3, 2006. Please revise. Refer to Item 6(a) of Form F-3. Also, please amend this section to indicate that your Form 6-K filed on December 9, 2010 includes unaudited financial statements for the nine months ended September 30, 2010. Refer to Item 5(b)(2) of Form F-3.
Securities and Exchange Commission
January 5, 2011
Response:
The Company has amended the disclosure on pages 4 and 11 of the Registration Statement in response to this comment.
Item 10. Undertakings, page II-2
2.
As you are relying on Section 305(b)(2) of the Trust Indenture Act to designate a trustee on a delayed basis, please include the undertaking at Item 512(j) of Regulation S-K.
Response:
The Company has revised the Registration Statement on page II-4 to include the undertaking required by Item 512(j) of Regulation S-K.
Exhibit 5.1
3.
The legality opinion you have filed is limited to the laws of the State of Israel. However, Section 10.10 of the form of indenture provides that the indenture is to be governed by the laws of the state of New York. As counsel's opinion must properly address the enforceability of debt securities issued pursuant to the indenture, please file a revised opinion that covers New York law. Refer to Item 601(b)(5) of Regulation S-K.
Response:
The Company has filed an additional legal opinion addressing New York law as an exhibit to the Registration Statement.
* * *
Please do not hesitate to contact Colin Diamond at (212) 819-8754 or Sarah Rizzo at (212) 819-8529 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
White & Case LLP
2
2011-01-03 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
D IV ISION OF
CORPORATION FINANCE
January 3, 2011
Rami Hadar, CEO
Allot Communications Ltd.
c/o Allot Communications, Inc.
300 Trade Center, Suite 4680
Woburn, MA 01801
Re: Allot Communications Ltd.
Registration Statement on Form F -3
Filed December 9 , 2010
File No. 333-171053
Dear Mr. Hadar :
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 respo nd 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
respon se.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Incorporation of Certain Documents by Reference, page 11
1. The description of your ordinary shares is incorporated by reference to your Form F -1
filed on October 31, 2006. However, the description of your ordinary shares must be
incorporated from an Exchange Act registration statement , such as the Form 8 -A filed on
November 3, 2006. Please revise. Refer to Item 6(a) of Form F -3. Also, please amend
this section to indicate that your Form 6 -K filed on December 9, 2010 includes unaudited
financial statements for the nine months ended September 30, 2010. Refer to Item
5(b)(2) of Form F -3.
Item 10. Undertakings, page II -2
2. As you are relying on Section 305(b)(2) of the Trust Indenture Act to designate a trustee
on a delayed basis, please include the undertaking at Item 512(j) of Regulation S -K.
Rami Hadar, CEO
Allot Communications Ltd.
January 3, 2011
P a g e 2
Exhibit 5.1
3. The legality opinion you have filed is limited to the laws of the State of Israel . However,
Section 10.10 of the form of indenture provides that the indenture is to be governed by
the laws of the state of New York . As counsel's opinion must properly address the
enforceability of debt securities issued pursuant to the indenture, please file a revised
opinion that covers New York law. Refer to Item 601(b)(5) of Regulation S -K.
We urge all persons who are responsible for the accuracy an d adequacy of the disclosure
in the filing to be certain that the filing 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 acceleration 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 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.
Please refer to Rule 461 regarding requests for acceleratio n. 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 of 1933 and t he 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
regis tration statement.
Rami Hadar, CEO
Allot Communications Ltd.
January 3, 2011
P a g e 3
If you have any questions regarding these comments, please contact me at (202) 551 -3456 .
I f you require further assistance, you may contact Barbara C. Jacobs, assistant Director, at (202)
551-3735 .
Sincerel y,
Matthew Crispino
Staff Attorney
cc: Via Facsimile: (212) 354 8113
Colin Diamond , Esq.
White & Case LLP
2010-12-08 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
1
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corresp
December 8, 2010
By EDGAR Submission
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 6010
Washington, D.C. 20549
Attention: Johnny Gharib
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K
Filed February 26, 2010
File No. 000-50743
Dear Mr. Gharib:
This letter relates to the letter, dated December 2, 2010 (the “Letter”), from Jeffrey Riedler of
the Staff of the U.S. Securities and Exchange Commission to John M. Maraganore, Chief Executive
Officer of Alnylam Pharmaceuticals, Inc. (the “Company”).
On behalf of the Company, and as discussed by telephone with you on December 7, 2010, this letter
confirms that the Company will respond to the Letter on or before January 13, 2011.
If you require additional information, please do not hesitate to contact me at 617-526-6443.
Sincerely,
/s/ Clark W. Petschek
Clark W. Petschek
cc:
Philip T. Chase, Esq.
Lia Der Marderosian, Esq.
2010-12-02 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
December 2, 2010
John M. Maraganore, Ph.D. Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street
Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc. Form 10-K
Filed February 26, 2010 File No. 000-50743
Dear Mr. Maraganore:
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 te n business days 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 circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K, filed February 26, 2010
Business, page 2
1. We note that you have included as exhibits various license agreements with each of
Cancer Research Technology Limited, Carneg ie Institution of Washington, Cold Spring
Harbor Laboratory, Garching Innovation Gm bH (now known as Max Planck Innovation
GmbH) and The Board of Trustees of the Le land Stanford Junior University. Please
describe the material terms of each of thes e agreements, including, but not limited to any
payment provisions, a range of royalty rates, aggregate milestones, usage restrictions,
exclusivity provisions and durati on and termination provisions.
Kyowa Hakko Kirin, page 20
2. Please file as an exhibit in your 2010 Form 10-K, the license and collaboration agreement
with Kyowa Hakko Kirin dated June 2008. Alterna tively, tell us the basis for your belief
that you are not required to file this agreement pursuant to Item 601(b)(10)(ii)(B) of
John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc.
December 2, 2010 Page 2
Regulation S-K.
Delivery Initiatives, page 24
3. We note that during 2007, you obtained an excl usive worldwide license to the liposomal
delivery formulation technology of Tekmir a for the discovery, development and
commercialization of LNP formulations for th e delivery of RNAi therapeutics, and a non-
exclusive worldwide license to certain liposomal delivery formulation technology of
Protiva Biotherapeutics Inc., for the discove ry, development and commercialization of
certain LNP formulation for the delivery of RNAi therapeutics. Please provide the material terms of each of these license agre ements with Tekmira and Protiva, including,
but not limited to any payment provisions, a ra nge of royalty rates, aggregate milestones,
usage restrictions and duration and termina tion provisions. Also, please file these
agreements as exhibits in your 2010 Form 10-K, or alternativ ely, tell us the basis for your
belief that you are not required to file these agreements pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.
Manufacturing, page 39
4. We note that in 2009, you entered into a ma nufacturing and supply agreement with
Tekmira where you are committed to pay Tekmira a minimum of CAD $11.2 million
(representing U.S. $9.2 million at the tim e of execution) through December 2011 for
manufacturing services. Please file the agr eement as an exhibit in your 2010 Form 10-K,
or alternatively, tell us the basis for your belief that you are not required to file the
agreement pursuant to Item 601(b )(10)(ii)(B) of Regulation S-K.
Proxy Statement on Schedule 14A, filed April 20, 2010
2009 Annual Incentive Program, page 26
5. We note that your annual cash incentive award is based on the achievement of corporate
goals and individual objectives. However, your disc ussion does not disclose the
corporate goals used as part of the determination of annual cash incentive awards. In addition, while your discussion does disclose individual objectives , it does not quantify
any targeted levels of achievement or actual levels of achievement, where these objectives are quantitative. Please provide draft disclosure for your 2011 proxy statement which provides your 2010 corporate goals a nd individual objectives as well as the
targeted levels of achievement. To the extent that the goals and objectives are quantitative, the discussion of goals and achievements should also be quantitative. Please also confirm that in your 2011 proxy statement you will discuss the levels of achievement
of the goals and objectives for each Named Executive Officer.
John M. Maraganore, Ph.D. Alnylam Pharmaceuticals, Inc. December 2, 2010 Page 3
Form 10-Q for the Quarterly Period Ended September 30, 2010
Strategic Alliances, page 23
6. We note that in November 2010, you formed a collaboration with Medtronic and CHDI
to advance ALN-HTT. We also note that in the United States, you have the opportunity
to invest in clinical development through pr oduct launch in return for a proportional share
of the profits, and in Europe, Medtronic is solely responsible for development and
commercialization, and you are eligible to receive milestones and royalties on product
sales, if any. Please describe the materi al terms of the collaboration agreement,
including, but not limited to the material obl igations and rights of each party to the
agreement, the payment provisions, a range of royalty rates, a ggregate milestones and
duration and termination provision s. Also, please file the agre ement as an exhibit in your
2010 Form 10-K, or alternatively, tell us the basis for your belief that you are not
required to file the agreement pursuant to Item 601(b)(10)(ii)(B ) of Regulation S-K.
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 disclo sure 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 federa l securities laws of the United States.
You may contact Johnny Gharib at (202) 551-3170 or me at (202) 551-3715 if you have
any questions.
Sincerely,
Jeffrey Riedler
Assistant Director
2010-04-20 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
Mail Stop 3561 April 20, 2010 Jan Carlson Chief Executive Officer Autoliv, Inc. World Trade Center Klarabergsviadukten 70, SE-107 24 Stockholm, Sweden
Re: Autoliv, Inc.
Form 10-K for fiscal year ended December 31, 2009 Filed February 19, 2010 File No. 001-12933
Dear Mr. Carlson:
We have completed our review of your Form 10-K and related correspondence
and have no further comments at this time.
Sincerely,
M a x A . W e b b
Assistant Director
cc: David Brown, Esq. Fax: (202) 756-3333
2010-04-09 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP 1 filename1.htm Correspondence April 6, 2010 Max A. Webb Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: John Dana Brown Re: Autoliv, Inc. Form 10-K for fiscal year ended December 31, 2009 Filed February 19, 2010 File No. 001-12933 Dear Mr. Webb: On behalf of Autoliv, Inc. (the “Company”), I am providing this letter to you in response to the Comment Letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 1, 2010 (the “Comment Letter”) relating to the filings referenced above. The numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter. To facilitate your review, I have reproduced below in bold the original text of the Staff’s comments, and have included the Company’s responses immediately following such comments. Form 10-K filed February 19, 2010 Risk Factors 1. We note the statement that “In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in this Report, what we currently believe to be the most significant factors affecting our operations are described in our Annual Report on pages 40-43 in the annual report and below.” All material risks should be discussed in this section. If risks are not deemed material then they should not be mentioned. Please confirm that in future filings you will remove this language and discuss all material risks in this section. I confirm that in future filings the Company will remove the language quoted and will discuss all material risks in the Risk Factors section. Exhibits 2. Your certifications under Item 601(b)(31) of Regulation S-K appear to include modifications from the standard language. We note that you have replaced the phrase “financial reporting” with “financing reporting” in paragraph 5(b). In future filings please revise these certifications to include the language of paragraph 5(b) of Item 601(b)(31) of Regulation S-K. I confirm that in future filings the Company will revise the certifications under Item 601(b)(31) of Regulation S-K, to include the language of paragraph 5(b) thereof. Schedule 14A Proxy Statement filed March 23, 2010 Board Leadership Structure and Risk Oversight, page 9 3. We note that you have elected to provide negative disclosure in response to Item 402(s) of Regulation S-K. In future filings, if you continue to provide this disclosure please follow the standards provided in the Item. For example, you discuss whether the “design and operation of your incentive compensation arrangements” “might encourage inappropriate risk-taking that could have a material adverse effect on the company.” Item 402(s) contemplates a different analysis, discussing the extent that risks arising from a registrant’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the registrant. I confirm that the Company will follow the standards provided in Item 402(s) of Regulation S-K in future filings. Closing Comments As requested in the Comment Letter, 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. /s/ Lars Sjöbring Lars Sjöbring Vice President Legal Affairs General Counsel and Secretary
2010-04-02 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
Mail Stop 3561 A p r i l 1 , 2 0 1 0 Jan Carlson Chief Executive Officer Autoliv, Inc. World Trade Center Klarabergsviadukten 70, SE-107 24 Stockholm, Sweden
Re: Autoliv, Inc. Form 10-K for fiscal year ended December 31, 2009 Filed February 19, 2010 File No. 001-12933
Dear Mr. Carlson:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view 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 filed February 19, 2010
Risk Factors
1. We note the statement that “In addition to the factors affecting specific business
operations identified in connection with the description of these operations and
the financial results of these operations elsewhere in this Report, what we
currently believe to be the most signifi cant factors affecting our operations are
described in our Annual Report on pages 40-43 in the annual report and below.”
Jan Carlson
Autoliv, Inc.
April 1, 2010 Page 2
All material risks should be discussed in this section. If risks are not deemed
material then they should not be mentioned. Please confirm that in future filings
you will remove this language and discuss al l material risks in this section.
Exhibits
2. Your certifications under Item 601(b)(31) of Regulation S-K appear to include
modifications from the standard language . We note that you have replaced the
phrase “financial reporting” with “financing reporting” in paragraph 5(b). In
future filings please revise these certi fications to include the language of
paragraph 5(b) of Item 601( b)(31) of Regulation S-K.
Schedule 14A Proxy Statement filed March 23, 2010
Board Leadership Structure and Risk Oversight, page 9
3. We note that you have elected to provide negative disclosure in response to Item
402(s) of Regulation S-K. In future f ilings, if you continue to provide this
disclosure please follow the standards provided in the Item. For example you
discuss whether the “design and ope ration of your incentive compensation
arrangements” “might encourage inappropr iate risk-taking th at could have a
material adverse effect on the company.” Item 402(s) contemplates a different
analysis, discussing the extent that risks arising from a registrant’s compensation
policies and practices for its employees are reasonably likely to have a material
adverse effect on the registrant.
* * * * *
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Jan Carlson
Autoliv, Inc. April 1, 2010 Page 3
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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact John Dana Brown at (202) 551-3859 or the undersigned at (202)
551-3750 with any questions.
S i n c e r e l y ,
Max A. Webb Assistant Director
cc: Corporate Headquarters Fax: +46 (8) 411 7025
2010-03-01 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Via Facsimile and U.S. Mail
Mail Stop 4720
March 1, 2010
Charles A. Reinhart III
Chief Financial Officer
PharmAthene, Inc.
One Park Place,
Suite 450
Annapolis, MD
Re: PharmAthene, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009
File No. 001-32587
Dear Mr. Reinhart:
We have completed our review of your Forms 10-K and 10-Q and have no further
comments at this time.
S i n c e r e l y ,
J o e l P a r k e r A c c o u n t i n g B r a n c h C h i e f
2010-02-26 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
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[Pharmathene
Letterhead]
February
26, 2010
Jim
B. Rosenberg
Mary
Mast
Tabatha
Akins
Division
of Corporation Finance
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
PharmAthene,
Inc.
Form 10-K for the Year Ended December
31, 2008
Form 10-Q for the Period Ended
September 30, 2009
File No. 001-32587
Dear Mr.
Rosenberg, Ms. Mast and Ms. Akins:
By
letters dated December 22, 2009 and February 3, 2010, you provided comments on
the Annual Report on Form 10-K for the Year Ended December 31, 2008 (“2008
10-K”) and the Quarterly Report on Form 10-Q for the Period Ended September 30,
2009 (“Third Quarter 10-Q”) of PharmAthene, Inc. (the “Company”). The
Company responded to your comments of December 22, 2009 by letter dated January
22, 2010. This letter sets forth the Company’s responses to your
comments of February 3, 2010. For your convenience, we have
reproduced below in italics each comment and have provided the Company’s
response immediately below the comment.
Form
10-K for the Year Ended December 31, 2008
Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
47
Results of Operations, page
49
Acquired In-Process Research
and Development, page 52
1.
As
previously requested in part of our prior comment number one, please
disclose the significant appraisal assumptions, such
as:
a.
the
period in which material net cash inflows from significant projects are
expected to commence;
b.
material
anticipated changes from historical pricing, margins and expense levels;
and
c.
the
risk adjusted discount rate applied to the project’s cash
flows.
February
26, 2010
Page
2
Response
In response to parts (a) and (c) of
your comment, the Company proposes to include the following disclosure under
“Acquired In-Process Research and Development” in its annual report on Form 10-K
for the year ended December 31, 2009 (the “2009 10-K”):
During
the year end December 31, 2008, the Company completed the Avecia
Acquisition. The primary asset acquired in the Avecia Acquisition was
SparVax™, a second generation rPA anthrax vaccine. The value of the
third generation anthrax vaccine acquired in the transaction was aggregated with
that of the second generation vaccine because success in developing the third
generation anthrax vaccine is contingent on the successful development of the
second generation vaccine. At the acquisition date, the aggregate
fair value of the second and third generation vaccines was estimated at $16.1
million. An income approach methodology was used to determine the
fair value of the acquired in-process research and development
asset. This approach assessed the expected cash flows, net of
expected appropriate operating expenses, generated from the acquisition date in
April 2008 through the end of 2021 (the expected life of the vaccine) using a
risk adjusted discount rate of 51%, which the Company believes is commensurate
with an early stage biodefense product development opportunity of this
nature. In connection with the transaction, the Company in 2008
recorded a charge to expense for acquired in-process research and development of
$16.1 million for these acquired research projects for which, at the acquisition
date, technological feasibility had not been established and no alternative
future use existed. No such charge was recorded in 2009.
Both
vaccines are in their early stages of development and significant remaining
research and development is required to establish the technological feasibility
of these vaccines. The cost and time required to complete the
development of these vaccines and earn FDA marketing approval is highly
uncertain and can vary significantly. During 2009, we provided the US
Government with a series of development plans for SparVax™, in response to their request
for proposal, which estimated that it would cost in excess of $300 million over
approximately 5 years to complete the development of SparVax™. No such estimates
of the advanced development costs and timeline for the third generation vaccine
have been developed.
As with
all development efforts in the biodefense industry, the development of our
second and third generation anthrax vaccines is subject to delays, as described
in “Risk Factors—Necessary
Reliance on the Animal Rule in Conducting Trials is Time-Consuming and
Expensive” and “—We
have not commercialized any products or recognized any revenues from
sales. All of our product candidates are still under development, and
there can be no assurance of successful commercialization of any of our
products.” Our development costs will increase substantially if we
experience material delays in any clinical trials or if we need to conduct more
or larger trials than planned.
February
26, 2010
Page
3
In response to part (b) of your
comment, the Company respectfully advises the Staff that, since SparVax™ and the
Company’s third generation anthrax vaccine both represented early stage product
development opportunities at their time of acquisition, and therefore had not
yet reached the stage of commercialization, no historical pricing and margin
levels existed at the time of acquisition, nor do they presently
exist. Furthermore, the Company does not have information on
historical expense levels that the vaccines’ previous owner, Avecia Biologics
Limited, incurred in connection with the vaccines and is therefore unable to
determine to what extent its own expense assumptions were different from
historical levels.
Index to Consolidated
Financial Statements, page F-1
Note 2 - Summary of
Significant Accounting Policies, F-10
Revenue Recognition, page
F-14
2.
Please
refer to your response to our prior comment number two. It is
still unclear what is meant by the statement “an estimate of the
applicable fees.” Please revise to clarify how the estimate of
applicable fees is determined. Further, you state “fixed fees
under cost-plus-fee contracts to be earned in proportion to the allowable
costs.” Please revise to clarify what specific drivers of the
allowable costs are used to estimate the proportion of revenues
earned.
Response
In response to your comment, the
Company proposes to include the following disclosure under “Revenue Recognition”
in the 2009 10-K:
The
Company generates its revenue from two different types of contractual
arrangements: cost-plus-fee contracts and cost reimbursable
grants. Costs consist primarily of actual internal labor charges and
external sub-contractor costs incurred plus an allocation of applied fringe
benefits, overhead and general and administrative expenses as defined in the
contract. Revenues on cost-plus-fee contracts are recognized in an
amount equal to the costs incurred during the period plus an estimate of the
applicable fee earned. The estimate of the applicable fee earned is
determined by reference to the contract: If the contract defines the fee in terms of risk-based
milestones and specifies the fees to be earned upon the completion of each
milestone, the fee income is recognized when the related milestones are
earned. Otherwise, the Company
computes fee income earned in a given period by using a proportional performance method based on
costs incurred during the period as compared to total estimated project costs
and application of the resulting fraction to the total project fee specified in
the contract.
February
26, 2010
Page
4
If you
have any questions, or if we may be of any assistance, please do not hesitate to
contact the undersigned at (410) 269-2600 or Jeffrey Baumel or Roland Chase at
our outside counsel, Sonnenschein Nath & Rosenthal LLP, at (973)
912-7100.
Very
truly yours,
/s/ Charles A.
Reinhart III
Charles
A. Reinhart III
Senior
Vice President and Chief Financial
Officer
Cc:
Jordan
P. Karp, Esq., PharmAthene, Inc.
2010-02-18 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Unassociated Document
[SNR
LETTERHEAD]
101 JFK Parkway
Short Hills, NJ 07078-2708
973.912.7100
973.912.7199 fax
www.sonnenschein.com
Roland
S. Chase
973.912.7179
rchase@sonnenschein.com
February
18, 2010
VIA
EDGAR
Mr.
Jim B. Rosenberg
Ms.
Mary Mast
Ms.
Tabatha Akins
United
States Securities and Exchange Commission
Division
of Corporation Finance
Mail
Stop 4720
100
F Street, N.E.
Washington,
DC 20549
Re:
PharmAthene,
Inc.
Form
10-K For the Year Ended December 31, 2008
Form
10-Q For the Quarterly Period Ended September 30, 2009
File
No. 001-32587
Dear Mr.
Rosenberg, Ms. Mast and Ms. Akins:
By letter
dated February 3, 2010, you provided comments on the above-referenced filings of
PharmAthene, Inc. (the “Company”). The Company is currently working
on the responses to your comments and expects to submit its response letter via
EDGAR on or before February 26, 2010.
If you
have any questions, or if we may be of any assistance, please do not hesitate to
contact the undersigned or Jeffrey Baumel of Sonnenschein Nath & Rosenthal
LLP, the Company’s outside counsel, at (973) 912-7100.
Sincerely,
/s/
Roland S. Chase
Roland S.
Chase
Associate
Cc:
Jordan
P. Karp, Esq., Senior Vice President and General
Counsel
Charles
A. Reinhart III, Senior Vice President and Chief Financial
Officer
Brussels Chicago Dallas Kansas
City Los
Angeles New
York Phoenix St.
Louis
San
Francisco Short
Hills,
N.J. Silicon
Valley Washington,
D.C. Zurich
2010-02-04 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Via Facsimile and U.S. Mail
Mail Stop 4720
February 3, 2010
Charles A. Reinhart III
Chief Financial Officer
PharmAthene, Inc.
One Park Place,
Suite 450
Annapolis, MD
Re: PharmAthene, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009
File No. 001-32587
Dear Mr. Reinhart:
We have reviewed your January 22, 2010 response to our December 22, 2009
comment letter and have the following comment s. In our comments, we ask you to provide
us with information to better understand your disclosure. Where a comment requests you
to revise disclosure, the information you provide should show us what the revised
disclosure will look like and identify the annua l or quarterly filing, as applicable, in which
you intend to first include it. If you do not believe that revi sed disclosure is necessary,
please explain the reason in your response. After reviewi ng the information provided, we
may raise additional comments and/or request that you amend your filings.
Form 10-K for the Year Ended December 31, 2008
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 47
Results of Operations, page 49
Acquired In-Process Research and Development, page 52
1. As previously requested in part f our prior comment number one, please disclose
the significant appraisal assumptions, such as:
Charles A. Reinhart III
PharmAthene, Inc. February 3, 2010 Page 2
a. the period in which material net cash inflows from signi ficant projects are
expected to commence;
b. material anticipated changes from hi storical pricing, margins and expense
levels; and
c. the risk adjusted discount rate a pplied to the project’s cash flows.
Index to Consolidated Financial Statements, page F-1
Note 2 - Summary of Significant Accounting Policies, F-10
Revenue Recognition, page F-14
2. Please refer to your response to our prior comment number two. It is still unclear
what is meant by the statement “an estimate of the applicable fees”. Please revise
to clarify how the estimate of applicable fees is determined. Further, you state
“fixed fees under cost-plus-fee contract s to be earned in proportion to the
allowable costs”. Please re vise to clarify what specifi c drivers of the allowable
costs are used to estimate the proportion of revenues earned.
* * *
Please provide us the information requested within 10 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your responses that keys your response to our
comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on
EDGAR under the form type label CORRESP.
You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613, if you have questions regarding the
comments. In this regard, do not hes itate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant
2010-01-29 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
Mail Stop 4561 January 29, 2010 Rami Hadar, Chief Executive Officer Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel Re: Allot Communications Ltd. Form 20-F for the Fiscal Year Ended December 31, 2008 File No. 001-33129 Dear Mr. Hadar: We have completed our review of your Fo rm 20-F and related filings and have no further comments at this time on the specific issues raised. Sincerely, Patrick Gilmore Accounting Branch Chief
2010-01-22 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm [Pharmathene Letterhead] January 22, 2010 Jim B. Rosenberg Mary Mast Tabatha Akins Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PharmAthene, Inc. Form 10-K for the Year Ended December 31, 2008 Form 10-Q for the Period Ended September 30, 2009 File No. 001-32587 Dear Mr. Rosenberg, Ms. Mast and Ms. Akins: By letter dated December 22, 2009, you provided comments on the Form 10-K for the Year Ended December 31, 2008 (“2008 10-K”) and the Form 10-Q for the Period Ended September 30, 2009 (“Third Quarter 10-Q”) of PharmAthene, Inc. (the “Company”). This letter sets forth the Company’s responses to such comments. For your convenience, we have reproduced below in italics each comment and have provided the Company’s response immediately below the comment. Form 10-K for the Year Ended December 31, 2008 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47 Results of Operations, page 49 Acquired In-Process Research and Development, page 52 1. Please disclose the following information relating to the in-process research and development acquired: a. Disclose the specific nature and fair value of each significant in-process research and development project acquired. b. Disclose the completeness, complexity and uniqueness of the projects at the acquisition date. c. Disclose the nature, timing and estimated costs of the efforts necessary to complete the projects, and the anticipated completion dates. d. Explain the risks and uncertainties associated with completing development on schedule, and consequences if it is not completed timely. e. Disclose what appraisal method was used to value the projects. f. Disclose the significant appraisal assumptions, such as: i. the period in which material net cash inflows from significant projects are expected to commence; ii. material anticipated changes from historical pricing, margins and expense levels; and iii. the risk adjusted discount rate applied to the project’s cash flows. g. In periods after a significant write-off, discuss the status of efforts to complete the projects, and the impact of any delays on your expected investment return, results of operations and financial condition. Response In response to your comment, the Company proposes to replace the paragraph appearing under “Acquired In-Process research and Development” on page 52 of the 2008 10-K with the following disclosure in its annual report on Form 10-K for the year ended December 31, 2009 (the “2009 10-K”): During the year end December 31, 2008, the Company completed the Avecia Acquisition. The primary asset acquired in the Avecia Acquisition was SparVax™, a second generation rPA anthrax vaccine. The value of the third generation anthrax vaccine acquired in the transaction was aggregated with that of the second generation vaccine because success in developing the third generation anthrax vaccine is contingent on the successful development of the second generation vaccine. At the acquisition date, the aggregate fair value of the second and third generation vaccines was estimated at $16.1 million. An income approach methodology was used to determine the fair value of the acquired in-process research and development asset. This approach assessed the expected cash flows, net of expected appropriate operating expenses, generated from the acquisition date through the end of 2021 (the expected life of the vaccine) using a risk adjusted discount rate commensurate with an early stage, bio-defense product development opportunity. In connection with the transaction, the Company recorded a charge to expense for acquired in-process research and development of $16.1 million for these acquired research projects for which, at the acquisition date, technological feasibility had not been established and no alternative future use existed. Both vaccines are in their early stages of development and significant remaining research and development is required to establish the technological feasibility of these vaccines. The cost and time required to complete the development of these vaccines and earn FDA marketing approval is highly uncertain and can vary significantly. During 2009, we provided the US Government with a series of development plans for SparVax™, in response to their request for proposal, which estimated that it would cost in excess of $300 million over approximately 5 years to complete the development of SparVax™. 2 No such estimates of the advanced development costs and timeline for the third generation vaccine have been developed. As with all development efforts in the biodefense industry, the development of our second and third generation anthrax vaccines is subject to delays, as described in “Risk Factors—Necessary Reliance on the Animal Rule in Conducting Trials is Time-Consuming and Expensive” and “—We have not commercialized any products or recognized any revenues from sales. All of our product candidates are still under development, and there can be no assurance of successful commercialization of any of our products.” Our development costs will increase substantially if we experience material delays in any clinical trials or if we need to conduct more or larger trials than planned. Index to Consolidated Financial Statements, page F-1 Note 2 - Summary of Significant Accounting Policies, F-10 Revenue Recognition, page F-14 2. Your disclosure of recognizing revenue from cost-plus-fee contracts “to the extent of costs incurred plus an estimate of the applicable fees” is vague. Please revise to clarify when revenue is recognized and how the amount is determined. Also disclose how costs incurred under these agreements are measured and how the applicable fees are estimated. Response In response to your comment, the Company proposes to replace the first three sentences of the first paragraph under the “Revenue Recognition” section on page F-14 of the 2008 10-K with the following disclosure in its annual report on Form 10-K for the year ended December 31, 2009 (the “2009 10-K”): The Company generates its revenue from two different types of contractual arrangements: cost-plus-fee contracts and cost reimbursable grants. Costs consist primarily of actual internal labor charges and external sub-contractor costs incurred plus an allocation of applied fringe benefits, overhead and general and administrative expenses as defined in the contract. Revenues on cost-plus-fee contracts are recognized in an amount equal to the costs incurred during the period plus an estimate of the applicable fee earned (also as defined in the contract). The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. 3 Form 10-Q for the Period Ended September 30, 2009 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 13 Liquidity and Capital Resources, page 19 Operating Activities, page 20 3. We note that your unbilled receivables increased $12.9 million between December 31, 2008 and September 30, 2009. Please revise to disclose the billing terms and to explain why you believe that collectability of the unbilled receivable is assured. Response In response to your comment, the Company proposes to add the following disclosure to the section “Liquidity and Capital Resources--Operating Activities” in the 2009 10-K: During 2009, our development agreement for SparVax™, our second generation rPA anthrax vaccine, was (1) transferred from NIH to BARDA, (2) novated from our UK subsidiary to the U.S. parent corporation, PharmAthene, Inc., and (3) revised with regard to the scope and timing of work under that agreement. During the period that the changes to our second generation rPA anthrax vaccine contract were being implemented, we agreed with the U.S. Government to delay invoicing under that contract, which resulted in a significant increase in “Other receivables (including unbilled receivables)”. We believe that these unbilled receivables represent valid, chargeable program expenses and expect them to be invoiced and collected during 2010. * * * The Company hereby acknowledges that: · the Company is responsible for the adequacy and accuracy of the disclosure in the filings; · comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) 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. 4 If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (410) 269-2600 or Jeffrey Baumel or Roland Chase at our outside counsel, Sonnenschein Nath & Rosenthal LLP, at (973) 912-7100. Very truly yours, /s/ Charles A. Reinhart III Charles A. Reinhart III Senior Vice President and Chief Financial Officer Cc: Jordan P. Karp, Esq., PharmAthene, Inc. 5
2010-01-11 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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Headquarters
January 11,
2010
22 Hanaagar
Street
Industrial Zone
B
Securities and
Exchange Commission
Hod-Hasharon,
45240, Israel
Division of
Corporation Finance
Tel: 972 (9)
7619200
110 F Street,
N.E.
Fax: 972 (9)
7443626
Washington,
D.C. 20549
info@allot.com
www.allot.com
Re:
Allot Communications
Ltd.
Form
20-F for the Fiscal Year Ended December 31, 2008
Filed
May 7, 2009
File No.
001-33129
Ladies
and Gentlemen:
Further to the letter of White and Case
LLP dated December 18, 2009 in connection with the above-referenced filing,
Allot Communication Ltd., an Israeli company (the “Company”), hereby
acknowledges 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 Securities and Exchange Commission (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.
Should you have any questions regarding
this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754
of White & Case LLP, counsel to the Company.
Sincerely,
ALLOT COMMUNICATIONS LTD.
By:
/s/ Doron
Arazi
Name:
Doron Arazi
Title:
Chief Financial Officer
2010-01-11 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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White
& Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
Tel +1 212 819
8200
Fax +1 212 354 8113
www.whitecase.com
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attn:
Mr.
Patrick Gilmore
Re:
Allot
Communications Ltd.
Form
20-F for the Fiscal Year Ended December 31, 2008
Filed
May 7, 2009
File
No. 001-33129
Dear Mr.
Gilmore:
On behalf
of our client, Allot Communications Ltd., an Israeli company (the “Company”), please
find set forth below for review by the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) the
Company’s responses to the Staff’s comment letter dated November 25, 2009 (the
“Comment
Letter”) with respect to the above-referenced filing of the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For ease of reference, each comment contained in the
Comment Letter is printed below in bold text and is followed by the Company’s
response. The information included herein has been provided to us by
management of the Company.
1.
You
state that certain hardware components that are used in your products are
obtained from single or limited sources. Please tell us how you
determined that the limited source supplier agreement with the companies
you cite in this risk factor need not be filed as exhibits pursuant to
Instruction 4(b)(ii) to the
Exhibits.
12-18-09-01
Securities
and Exchange Commission
FOIA
Confidential Treatment Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
Response:
The risk
factor referenced the following products and related suppliers:
Product
Component
Supplier
NetEnforcer
AC-400
NetEnforcer
AC-800
Central
processing unit
Intel
Corporation
NetEnforcer
AC-1000
NetEnforcer
AC-2500
Network
processor
Hifn,
Inc.
NetEnforcer-10000
Service
Gateway platforms
Central
processing unit
Raza
Microelectronics, Inc.
The
Company does not believe that its agreements or other purchasing arrangements
with the above-referenced suppliers were required to be filed based on the
following reasoning:
Instruction
4(b)(ii) refers to “continuing contracts…to purchase the major part of your
requirement of goods, services or raw materials.” The preamble to
that subsection states that “Even if a contract falls into one of these
categories, you do not have to file the contract if it is immaterial in amount
or significance.”
The
Company does not have a supply agreement with Intel and, accordingly, could not
file any agreement as an exhibit. The Company’s agreements with Hifn
and Raza do not require any minimum purchases nor commit those companies to make
any minimum amount available for purchase. Each agreement merely
provides that the Company may submit purchase orders and sets forth the terms of
licenses for software included in any products supplied. As such,
they do not contain any terms that would be material to
investors. This is one reason that the Company believes these
contracts are immaterial in significance.
The other
reason that the Company believes the contracts are immaterial in significance is
that each of the components supplied is an off-the-shelf item, none of which
were designed or manufactured specifically for the Company. As a
result, these components may be purchased by other customers in addition to the
Company. Suppliers of such components generally announce end of life
policies and the Company can increase its inventory accordingly to allow enough
time to modify products to accommodate alternate components. The
Company has disclosed this fact, and its related practices, clearly on page 29
of the Form 20-F:
12-18-09-02
Securities
and Exchange Commission
FOIA
Confidential Treatment Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
“We carry
approximately three to six months of inventory of key components. We also work
closely with our suppliers to monitor the end-of-life of the product cycle for
integral components, and believe that in the event that they announce end of
life, we will be able to increase our inventory to allow enough time for
replacing the products. We have been informed by Hifn that it is their general
policy to provide their customers with a six-month last-time-buy option and
twelve months to take delivery of the product in the event that Hifn decides to
discontinue production of the network processor.”
The
Company provided the above disclosure with respect to its inventory precisely
because it does not have any long-term supply agreements. The Company
believes that its inventory practices outlined above, and the nature of its
agreements with Hifn and Raza, mean that the Company is not substantially
dependent on any agreement or purchasing arrangement. In addition to
the foregoing disclosure, the Company will clarify in future Form 20-Fs that it
does not have agreements that contain supply commitments.
2.
We
note that your certifying officers concluded that you “have in place
effective controls and procedures…” Please refer to Item 15T(a)
of Form 20-F and confirm, if true, that your “disclosure controls and
procedures” were effective during the relevant period and confirm that you
will provide conforming disclosure in future
filings.
Response:
The
Company confirms that its certifying officers have concluded that its disclosure
controls and procedures were effective as of the end of the period covered by
the Form 20-F filed by the Company on May 7, 2009. The Company will
provide conforming disclosure in future filings.
3.
You
state that your Chief Executive Officer and Chief Financial Officer
concluded that you “have in place effective controls and procedures
designed to ensure that information disclosed by [you] in the reports
[you] file or submit under the Exchange Act and the rules thereunder, is
recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.” This effectiveness
conclusion is stated in terms that are more limited in scope than the
definition of “disclosure controls and procedures” as set forth in
Exchange Act Rule 13a-15(e). In your response letter, please
confirm, if true, that your disclosure controls and procedures were also
effective to ensure that information required to be disclosed in the
reports that you file or submit under the Exchange Act is accumulated and
communicated to your management, including your Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures. In future filings, to the
extent you include a definition of disclosure controls and procedures in
your effectiveness conclusion, please include the entire definition as set
forth in Exchange Act Rule
13a-15(e).
12-18-09-03
Securities
and Exchange Commission
FOIA
Confidential Treatment Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
Response:
The
Company confirms that its disclosure controls and procedures were effective to
ensure that information required to be disclosed in the reports that it files or
submits under the Exchange Act is accumulated and communicated to its
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosures.
The
Company acknowledges the Staff’s comment and, to the extent a definition of
“disclosure controls and procedures” is included in its effectiveness
conclusion, will include the entire definition as set forth in Exchange Act Rule
13a-15(e) in future filings.
4.
While
you state that no “material changes” in your internal control over
financial reporting occurred during the fiscal year ended 2008 that
materially affected your internal control over financial reporting, please
note that Item 15T(c) requires disclosure of “any change” in your internal
control over financial reporting that has materially affected or is
reasonably likely to materially affect, your internal control over
financial reporting. Please confirm that there were no changes
in your internal control over financial reporting that materially
affected, or were reasonably likely to materially affect your internal
control over financial reporting and provide us with a representation that
you will provide conforming disclosure in future
filings.
Response:
The
Company confirms that there were no changes in its internal control over
financial reporting that materially affected, or were reasonably likely to
materially affect, its internal control over financial reporting. The
Company will provide conforming disclosure in future filings.
12-18-09-04
Securities
and Exchange Commission
FOIA
Confidential Treatment Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
5.
We
note your disclosure that vendor-specific objective evidence (“VSOE”) of
your maintenance and support services is based on the “price when sold
separately.” Please describe, in detail, your methodology for
establishing VSOE. If VSOE is based on stated renewal rates
then please tell us how you determined the renewal rates are
substantive. In this regard, please provide the range of
renewal rates and tell us what percentage of your customers actually renew
at such rates. Alternately, if VSOE is based on stand-alone
sales, then provide the volume and range of stand alone sales used to
establish VSOE. Also, please describe the various factors that
affect your VSOE analysis including customer type and other pricing
factors (e.g., geographic region, purchase volume, competitive pricing,
perpetual versus term license,
etc.).
Response:
As of
December 31, 2008, the Company offered two maintenance and support plans. The
basic support plan includes hardware advance replacement, software bug fixing,
unspecified updates and upgrades (on a when-and-if-available basis) and
technical support services. The second plan is an extended support plan that
includes on site support in addition to the services provided under the basic
support plan.
The
Company’s process for establishing VSOE of fair value of the basic support plan
is through the performance of a VSOE compliance test which is an analysis of the
basic support plan annual renewal activity for the installed base of the
Company. VSOE of fair value of the basic support plan is based on the actual
renewal price, calculated as a percentage of the respective price list (“Renewal
Rate”).
The
Company used the Bell Shaped Curve approach to establish its VSOE of fair value
of the basic support plan in accordance with the provision of paragraph 10 of
SOP 97-2. VSOE of fair value of the basic support plan exists when a substantial
majority of the Company’s actual basic support plan renewals are within a narrow
range of plus or minus 20% of the midpoint of the Renewal Rates. The compliance
test was conducted using two variables: geographic region and type of
customer.
The table
below summarizes the results of the abovementioned analysis:
Region
Customer
Type
Number
of Renewals
Percentage
of Renewals Falling Within the Range
ROW
Distributor
648
74%
Reseller
114
79%
End
User
29
76%
America
Distributor
319
92%
Reseller
143
93%
End
User
46
85%
12-18-09-05
Securities
and Exchange Commission
FOIA
Confidential Treatment Request
Pursuant to Rule 83 by Allot
Communications Ltd.
December
18, 2009
FOIA Confidential Treatment
Request
Pursuant to Rule 83 by Allot
Communications Ltd.
The
Company’s process for establishing VSOE of fair value of the extended support
plan is through the performance of a VSOE compliance test for the renewal rates
stated in customers’ contracts. This process, known as the
Substantive Renewal Rate approach, was conducted in accordance with the
provision of paragraph 10 of SOP 97-2. VSOE of fair value of the extended
support plan is based on the renewal rate as permitted by AICPA Technical
Practice Aid 5100.55, “Fair Value of PCS with a Consistent Renewal Percentage
(But Varying Renewal Dollar Amounts) and Software Revenue
Recognition.”
The
Company determined that the renewal rates applicable for the extended support
plan were substantive based on their actual rate of <***>%.
The
stated renewal rates for the extended support plan were all within a narrow
range of plus or minus 15% of their respective midpoint. The original terms of
the contracts with stated renewal rates have not yet expired. In addition, this
extended support plan was also sold separately for a price reflecting a rate
within the same narrow range of the stated renewal rates mentioned
above. In that case, the original contract included only the basic
support plan and the renewal rate for the extended support plan was agreed
separately when the service was renewed and extended.
6.
We note several references
throughout your Form 20-F to third party valuations. For
example, on page F-20 you indicate that the fair value of intangible
assets acquired was based on third-party valuation. Also, on
page F-21 you indicate that a third party valuation was used to determine
the fair value of certain auction rate securities. For each
reference to a third party valuation in your Form 20-F please describe for
2010-01-11 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
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White
& Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
Tel +1 212 819 8200
Fax +1 212 354 8113
www.whitecase.com
January
11, 2010
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attn:
Mr.
Patrick Gilmore
Re:
Allot
Communications Ltd.
Form
20-F for the Fiscal Year Ended December 31, 2008
Filed
May 7, 2009
File No.
001-33129
Dear Mr.
Gilmore:
On behalf
of our client, Allot Communications Ltd., an Israeli company (the “Company”), please
find set forth below for review by the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) the
Company’s responses to the Staff’s comment letter dated January 6, 2010 (the
“Comment
Letter”) with respect to the above-referenced filing of the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For ease of reference, each comment contained in the
Comment Letter is printed below in bold text and is followed by the Company’s
response. The information included herein has been provided to us by
management of the Company.
1.
As
previously requested, provide 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.
Securities
and Exchange Commission
January 11,
2010
Response:
The
Company has provided the required statement concurrently herewith.
2.
Please
refer to prior comment 5. We not that you requested
confidential treatment pursuant to Rule 83 of the Freedom of Information
Act for information contained in the separately provided letter referenced
in your response. Please note that Rule 83 sets forth the
procedures for a registrant to request confidential treatment for
information contained in a response letter or for supplemental information
provided to us. If you seek to rely upon this rule, the
response letter submitted electronically must, on each page where you omit
information from the electronic version of the letter, designate or mark
the place where you omit material and tie the omission to a legend that
indicates material has been omitted and provide any other required
information. Note that the rule also requires you to clearly
mark each page with the words “Confidential Treatment Requested by [name]”
and an identifying number and code, such as a Bates-stamped
number. Further, in your written request for confidential
treatment, you must refer to the record by the identifying number and
code. If you wish to rely on this rule, please re-file your
correspondence on EDGAR accordingly and resubmit a confidential treatment
request that conform to the rule.
Response:
The
Company has resubmitted its initial response letter and request for confidential
treatment in response to this comment.
* * *
Please do
not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP
with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case
LLP
White
& Case LLP
cc:
Mr.
Rami Hadar
Mr.
Doron Arazi
2
2010-01-06 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
Mail Stop 4561 January 6, 2010 Rami Hadar, Chief Executive Officer
Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2008
Filed May 7, 2009
File No. 001-33129
Dear Mr. Hadar:
We have reviewed your response letter dated December 18, 2009 in connection
with the above-referenced filing and have the following comments. If 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 deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Unless otherwise noted, where prior comments are referred to they
refer to our letter dated November 25, 2009. Form 20-F for the Fiscal Year Ended December 31, 2008
General
1. As previously requested, provide a st atement 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 a ny action with respect to the filing;
and
• the Company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
Rami Hadar
Allot Communications Ltd.
January 6, 2010 Page 2 2. Please refer to prior comment 5. We note that you requested confidential
treatment pursuant to Rule 83 of the Freedom of Information Act for information contained in the separately provided lette r referenced in your response. Please
note that Rule 83 sets forth the procedures for a registrant to request confidential
treatment for information contained in a response letter or for supplemental
information provided to us. If you seek to rely upon this rule, the response letter
submitted electronically must, on each page where you omit information from the
electronic version of the letter, desi gnate or mark the place where you omit
material and tie the omission to a legend that indicates material has been omitted
and provide any other required information. Note that the rule also requires you
to clearly mark each page with the wo rds “Confidential Treatment Requested by
[name]” and an identifying number and code, such as a Bates-stamped number. Further, in your written request for confidential treatment, you must refer to the record by the identifying number and code. If you wish to rely on this rule, please
re-file your correspondence on EDGAR acco rdingly and resubmit a confidential
treatment request that conforms to the rule.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
You may contact David Edga r, Staff Accountant, at (202) 551-3459, or Christine
Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters. Please address
questions regarding all other comments to St ephani Bouvet, at (202) 551-3545 or Maryse
Mills-Apenteng, Special Counsel, at (202) 551- 3457. If you need further assistance, you
may contact me at (202) 551-3406.
S i n c e r e l y , P a t r i c k G i l m o r e
Accounting Branch Chief
Rami Hadar
Allot Communications Ltd. January 6, 2010 Page 3
2010-01-05 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm [PHARMATHENE LETTERHEAD] January 5, 2010 VIA EDGAR Mr. Jim B. Rosenberg Ms. Mary Mast Ms. Tabatha Akins United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, DC 20549 Re: PharmAthene, Inc. Form 10-K For the Year Ended December 31, 2008 Form 10-Q For the Quarterly Period Ended September 30, 2009 File No. 001-32587 Dear Mr. Rosenberg, Ms. Mast and Ms. Akins: By letter dated December 22, 2009, you provided comments on the above-referenced filings of PharmAthene, Inc. (the “Company”). The Company is currently working on the responses to your comments and expects to submit its response letter via EDGAR on or before January 29, 2010. If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (410) 269-2600 or Jeffrey Baumel or Roland Chase at our outside counsel, Sonnenschein Nath & Rosenthal LLP, at (973) 912-7100. Sincerely, /s/ Charles A. Reinhart III Charles A. Reinhart III Senior Vice President and Chief Financial Officer Cc: Jordan P. Karp, Esq., Senior Vice President and General Counsel
2009-12-22 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Via Facsimile and U.S. Mail
Mail Stop 4720
December 22, 2009
Charles A. Reinhart III
Chief Financial Officer
PharmAthene, Inc.
One Park Place,
Suite 450
Annapolis, MD
Re: PharmAthene, Inc.
Form 10-K for the Year Ended December 31, 2008
Form 10-Q for the Period Ended September 30, 2009
File No. 001-32587
Dear Mr. Reinhart:
We have reviewed your filings and have the following comments. We have
limited our review of your filings to your fina ncial statements and related disclosures and
do not intend to expand our review to other por tions of your document. In our comments,
we ask you to provide us with information to better understand your disclosure. Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it. If you do not believe that revised
disclosure is necessary, please explain the reason in your re sponse. After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filings.
Please understand that the purpose of our re view 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 any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 2
Form 10-K for the Year Ended December 31, 2008
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 47
Results of Operations, page 49
Acquired In-Process Research and Development, page 52
1. Please disclose the following information relating to the in-process research and
development acquired:
a. Disclose the specific nature and fair value of each significant in-process
research and development project acquired.
b. Disclose the completeness, complexity and uniqueness of the projects at
the acquisition date.
c. Disclose the nature, timing and estimate d costs of the efforts necessary to
complete the projects, and the anticipated completion dates.
d. Explain the risks and uncertainties associated with completing
development on schedule, and conseque nces if it is not completed timely.
e. Disclose what appraisal method wa s used to value the projects.
f. Disclose the significant appr aisal assumptions, such as:
i. the period in which material net cash inflows fr om significant
projects are expected to commence;
ii. material anticipated changes from historical pricing, margins and
expense levels; and
iii. the risk adjusted discount rate a pplied to the project’s cash flows.
g. In periods after a significant write-o ff, discuss the status of efforts to
complete the projects, and the impact of any delays on your expected investment return, results of ope rations and financial condition.
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 3
Index to Consolidated Financial Statements, page F-1
Note 2 - Summary of Significant Accounting Policies, F-10
Revenue Recognition, page F-14
2. Your disclosure of recognizing revenue fr om cost-plus-fee contracts “to the extent
of costs incurred plus an estimate of the a pplicable fees” is vague. Please revise to
clarify when revenue is recognized and how the amount is determined. Also
disclose how costs incurred under these agreements are measured and how the
applicable fees are estimated.
Form 10-Q for the Period Ended September 30, 2009
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 13
Liquidity and Capital Resources, page 19
Operating Activities, page 20
3. We note that your unbilled receiv ables increased $12.9 million between
December 31, 2008 and September 30, 2009. Pleas e revise to disclose the billing
terms and to explain why you believe that collectability of the unbilled receivable
is assured.
* * *
Please provide us the information requested within 10 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your responses that keys your response to our
comments. Detailed letters gr eatly facilitate our review. You should furnish the letter on
EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
Charles A. Reinhart III
PharmAthene, Inc. December 22, 2009 Page 4
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613, if you have questions regarding the
comments. In this regard, do not hes itate to contact me, at (202) 551-3679.
S i n c e r e l y ,
J i m B . R o s e n b e r g
Senior Assistant Chief
Accountant
2009-12-16 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 15, 2009 Mr. Andrew C. Levy Chief Financial Officer Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV 89113 Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
File No. 000-31683
Dear Mr. Levy:
We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,
Lyn Shenk Branch Chief
2009-12-08 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP
1
filename1.htm
ELLIS FUNK, P.C.
Robert
N. Dokson
Attorneys At Law
Of
Counsel:
Neal
J. Fink
One Securities Centre
Donald
J. Ellis (GA & VA)
Robert
B. Goldberg (GA & SC)
Suite 400
David
I. Funk
Amy
L. Kaye
3490 Piedmont Road, N.E.
Russell
H. Kasper, P.C.
Albert
L. Labovitz (GA & AL)
Atlanta, Georgia 30305-1743
Jane
R. Leitz
M.
Barry Leitz
404-233-2800
Clay
M. White
Facsimile 404-233-2188
E-mail:
rgoldberg@ellisfunk.com
December 8, 2009
Ms. Theresa Messinese
Division of Corporation
Finance
United States Securities and
Exchange Commission
100 F Street NE
Washington, D.C 20549
Re: Form 10-K
for the fiscal year ended December 31, 2008
File No. 000-31683
Dear Ms. Messinese:
This letter is in response
to the Staff’s comment letter issued on October 14, 2009, with respect to
the above-referenced matter concerning Allegiant Travel Company (the “Company”).
The following responds to the item numbers in the Staff’s comment letter:
Selected Financial Data page 29:
1. Your
response to prior comment 2 is unclear with regard to the presentation of
ancillary revenue per ASM. Please tell us the meaningfulness of providing
available seat miles in relation to ancillary revenue (for example, how does it
impact revenue derived by hotel rooms) or eliminate revenues not driven by
changes in the number of available seat miles from the various metrics.
Company Response:
All
airlines report revenues on a per ASM basis as ASM’s are the commonly used unit
of production in the airline industry.
All airlines have revenue sources which are not directly related to ASM
production. These sources of revenue
include ancillary revenue (baggage fees and seat assignment fees are now
commonplace in the industry), cargo or package delivery revenues, mail
revenues, revenues from sponsored credit card programs, etc. To enable investors to compare the Company’s
results on a per ASM basis with the results of other airlines and to be
consistent with the principle espoused in Staff comment #3 (addressed below),
we believe the Company should continue to disclose its revenue production on a
per ASM basis. However, in response to
Staff’s comment, in future filings, the Company will provide footnote
disclosure indicating those revenue per ASM line items where there may not be a
direct correlation between the revenues generated and ASM production.
Item 7.
Results of Operations, page 35
2. We note
your response to prior comment 4. We are unclear as to why the separate
presentation of revenues attributable to third-party products and unbundled air
travel related charges is an arbitrary grouping, as you state in your response,
especially considering the fact that they were grouped this way for your
investors in your investor presentation. While ancillary revenue may be
impacted by multiple factors, not all of which are under your control, we do
not agree that this means quantifying and discussing revenues from the
third-party products and unbundled travel-related charges sub-categories would
not be meaningful to investors. To the contrary, given the rapidly growing
significance of these amounts to your reported results, it appears that a more
detailed disclosure would provide very useful insight into your results to your
investors, whether you can attribute all variances to known factors or not.
Therefore, we believe you should revise to separately quantify and discuss
revenues from these two ancillary revenue sub-categories.
Company Response:
The
Company has further considered the Staff’s comment concerning separate
disclosure of ancillary revenues attributable to third-party products and
unbundled travel-related charges. The
Company agrees in future filings to separately disclose these two
sub-categories of ancillary revenues and to discuss, where material, changes in
the sub-categories from period to period.
3. We note
your response to prior comment 6 in which you state that readers can analyze
your fixed fee contract revenue by examining the differences between the
statistics provided for total system operations and scheduled service operations.
While we agree that readers could in fact perform these calculations and
attempt to draw their own conclusions from the resulting data, we believe that
the intent of MD&A disclosure is to provide a discussion and analysis of
results of operations through the eyes of management. In addition, we believe
that providing a direct analysis of fixed fee contract revenue will provide a
more user friendly presentation of your results to your investors.
Therefore, we reissue our prior comment and request that you revise your
discussion and analysis to disclose information that will provide context for
the results of your fixed fee contract business.
Company Response:
In
response to the Staff’s comment and in an attempt to provide more user friendly
discussion and analysis of the Company’s fixed fee contract revenues, the
Company will in future filings provide disclosure, where material, as to how
changes in block hours flown, fixed fee departures or other relevant metrics
impact fixed fee contract revenues.
2
Please confirm that the
foregoing satisfies the concerns expressed in the Staff’s comment letter. Please
contact me at (404) 233-2800 should you require additional information or have
questions regarding this letter.
Sincerely,
/s/ Robert B. Goldberg
Robert B. Goldberg
RBG:jll
cc: Maurice J. Gallagher, Jr.
Andrew
C. Levy
3
2009-12-02 - CORRESP - Allot Ltd. (ALLT) (CIK 0001365767)
CORRESP
1
filename1.htm
Corresp
White & Case LLP
Tel + 1 212 819 8200
1155 Avenue of the Americas
Fax + 1 212 354 8113
New York, New York 10036-2787
www.whitecase.com
December 1, 2009
Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Ms.
Stephani Bouvet
Re:
Allot
Communications Ltd.
Form
20-F for the Fiscal Year Ended December 31, 2008
Filed
May 7, 2009
File
No. 001-33129
Dear Ms. Bouvet:
On
behalf of our client, Allot Communications Ltd., an Israeli company (the
“Company”), we hereby ackowledge receipt by the Company of the comment
letter of the Staff of the Securities and Exchange Commission (the
“Staff”) dated November 25, 2009 (the “Comment Letter”)
with respect to the above-referenced filing of the Company. Further to the discussions
with you earlier today, we hereby confirm the Company will respond to the Comment Letter
on or before December 18, 2009.
Please
do not hesitate to contact the undersigned at (212) 819-8754 or Heath Sandak at (212)
819-8884 with any questions regarding this letter.
Sincerely,
/s/ Colin J. Diamond
Colin J. Diamond
cc: Doron Arazi, Chief Financial Officer, Allot Communications Ltd.
2009-11-27 - UPLOAD - Allot Ltd. (ALLT) (CIK 0001365767)
Mail Stop 4561 November 25, 2009 Rami Hadar, Chief Executive Officer
Allot Communications Ltd. 22 Hanagar Street Neve Ne’eman Industrial Zone B Hod-Hasharon 45240 Israel
Re: Allot Communications Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2008
Filed May 7, 2009
File No. 001-33129
Dear Mr. Hadar:
We have reviewed the above-referenced filing and have the following comments.
If 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
raise additional comments.
Please understand that the purpose of our re view 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 Fiscal Year Ended December 31, 2008
Item 3: Key Information
Risk Factors
Certain hardware components for our produc ts come from single or limited sources,
page 9
1. You state that certain hardware components that are us ed in your products are
obtained from single or lim ited sources. Please tell us how you determined that
Rami Hadar
Allot Communications Ltd.
November 25, 2009 Page 2
the limited source supplier agreement with the companies you cite in this risk factor need not be filed as exhibits pursuant to Instruction 4(b)(ii) to the Exhibits.
ITEM 15: Controls and Procedures
(a) Disclosure Controls and Procedures, page 97
2. We note that your certifying officers concluded that you “have in place effective
controls and procedures . . . .” Pleas e refer to Item 15T(a) of Form 20-F and
confirm, if true, that your “disclosure controls and procedures” were effective
during the relevant period and conf irm that you will provide conforming
disclosure in future filings.
3. You state that your Chief Executive Of ficer and Chief Financial Officer
concluded that you “have in place effectiv e controls and procedures designed to
ensure that information disclosed by [ you] in the reports [you] file or submit
under the Exchange Act and the rules thereunder, is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.” This effectiveness conclusion is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” as set forth in Exchange Act Rule 13a-15(e). In your res ponse letter, please confirm, if true, that
your disclosure controls and procedures were also effective to ensure that
information required to be disclosed in the reports that you file or submit under
the Exchange Act is accumulated an d communicated to your management,
including your Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions re garding required disclosure. In future
filings, to the extent you in clude a definition of disclosu re controls and procedures
in your effectiveness conclusion, please incl ude the entire defin ition as set forth in
Exchange Act Rule 13a-15(e).
Changes in Internal Control over Financial Reporting, page 98
4. While you state that no “material changes” in your internal cont rol over financial
reporting occurred during the fiscal year ended 2008 that materially affected your
internal control over financ ial reporting, please note th at Item 15T(c) requires
disclosure of “any change” in your intern al control over financial reporting that
has materially affected or is reasonably likely to materially affect, your internal
control over financial reporting. Please confirm that there were no changes in
your internal control over financial reporti ng that materially affected, or were
reasonably likely to materially affect your internal control over financial reporting
and provide us with a representation that you will provide conforming disclosure
in future filings.
Rami Hadar
Allot Communications Ltd.
November 25, 2009 Page 3 Financial Statements
Notes to Consolidated Financial Statements
Note 2 – Significant Accounting Policies
l. Revenue recognition, page F-13
5. We note your disclosure that vendor-sp ecific objective evid ence (“VSOE”) of
your maintenance and support services is based on the “price when sold
separately.” Please describe, in deta il, your methodology for establishing VSOE.
If VSOE is based on stated renewal rate s then please tell us how you determined
the renewal rates are substantive. In this regard, please provide the range of
renewal rates and tell us wh at percentage of your cu stomers actually renew at
such rates. Alternatively, if VSOE is ba sed on stand-alone sales, then provide the
volume and range of stand alone sales us ed to establish VSOE. Also, please
describe the various factors that affect your VSOE analysis including customer
type and other pricing factors (e .g., geographic region, purchase volume,
competitive pricing, perpetual versus term license, etc.).
Note 3 – Acquisitions, page F-19
6. We note several references throughout your Form 20-F to third party valuations.
For example, on page F-20 you indicate that the fair value of intangible assets
acquired was based on third-party valuati on. Also, on page F-21 you indicate that
a third party valuation was used to determine the fair value of certain auction rate securities. For each reference to a third party valuation in your Form 20-F please describe for us the nature and extent of the third party valuation firm’s involvement in the transaction. Plea se see Question 141.02 of our Compliance
and Disclosure Interpretations available at http://www.sec.gov/divisions/c orpfin/guidance/sasinterp.htm for guidance.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
Rami Hadar
Allot Communications Ltd. November 25, 2009 Page 4
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact David Edga r, Staff Accountant, at (202) 551-3459, or Christine
Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters. Please address
questions regarding all other comments to St ephani Bouvet, at (202) 551-3545 or Maryse
Mills-Apenteng, Special Counsel at (202) 551- 3457. If you need furt her assistance, you
may contact me at (202) 551-3406.
S i n c e r e l y , P a t r i c k G i l m o r e
A c c o u n t i n g B r a n c h C h i e f
2009-11-24 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm [PharmAthene, Inc. Letterhead] November 24, 2009 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PharmAthene, Inc. Registration Statement on Form S-3, as amended on August 31, 2009 and November 20, 2009 File No. 333-161587 Ladies and Gentlemen: PharmAthene, Inc. (the “Company”) hereby acknowledges that: · the Company is responsible for the adequacy and accuracy of the disclosure in the filings; · comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) 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 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. Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of its Registration Statement on Form S-3, as amended (File No. 333-161587), under said Act, so that the same will be declared effective on Wednesday, November 25, 2009 at noon, Washington, D.C. time, or as soon thereafter as practicable. If you have any questions or comments, please do not hesitate to contact Jeffrey A. Baumel, Esq. at (973) 912-7189 or Roland S. Chase, Esq. at (973) 912-7179 at our counsel, Sonnenschein Nath & Rosenthal LLP. Very truly yours, PharmAthene, Inc. By: /s/ David Wright David Wright Chief Executive Officer
2009-11-23 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 23, 2009 Mr. Andrew C. Levy Chief Financial Officer Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV 89113 Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
File No. 000-31683
Dear Mr. Levy:
We have reviewed your correspondence dated November 10, 2009 and have the
following comments. Unless otherwise indica ted, we believe you should revise future
filings in response to these comments. If you disagree, we will consid er your explanation
as to why a revision is unnecessary. Pleas e be as detailed as necessary in your
explanation. Additionally, we ask you to provi de us with further information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.
Form 10-K for the fiscal year ended December 31, 2008
Selected Financial Data, page 29
1. Your response to prior comment 2 is uncle ar with regard to the presentation of
ancillary revenue per ASM. Please tell us the meaningfulness of providing
available seat miles in relation to anci llary revenue (for example, how does it
impact revenue derived by hotel rooms) or eliminate revenues not driven by
changes in the number of available seat miles from the various metrics.
Item 7. Results of Operations, page 35
2. We note your response to prior comment 4. We are unclear as to why the
separate presentation of revenues attr ibutable to third-party products and
unbundled air travel related charges is an arbitrary grouping, as you state in your
Allegiant Travel Company
November 23, 2009 Page 2 of 2
response, especially considering the fact that they were grouped this way for your
investors in your investor presentation. While ancillary revenue may be impacted
by multiple factors, not all of which are under your control, we do not agree that
this means quantifying and discussing revenues from the third-party products and unbundled travel-related charges sub-categ ories would not be meaningful to
investors. To the contrary, given th e rapidly growing significance of these
amounts to your reported results, it appear s that a more detailed disclosure would
provide very useful insight into your results to your investors, whether you can
attribute all variances to known factors or not. Therefore, we believe you should
revise to separately quantify and disc uss revenues from these two ancillary
revenue sub-categories.
3. We note your response to prior comment 6 in which you state that readers can
analyze your fixed fee contract revenue by examining the differences between the
statistics provided for total system oper ations and scheduled service operations.
While we agree that readers could in fact perform these calculations and attempt
to draw their own conclusions from the re sulting data, we believe that the intent
of MD&A disclosure is to provide a discussion and analysis of results of
operations through the eyes of manageme nt. In addition, we believe that
providing a direct analysis of fixed fee c ontract revenue will provide a more user
friendly presentation of your results to your investors. Therefore, we reissue our
prior comment and request that you revi se your discussion and analysis to
disclose information that will provide c ontext for the results of your fixed fee
contract business.
********
Please contact Theresa Messinese at 202-551-3307 or the undersigned at 202-551-
3380 with any questions.
Sincerely,
Lyn Shenk Branch Chief
Cc: Robert B. Goldberg, Counsel
2009-11-16 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm Jeffrey A. Baumel 973.912.7189 jbaumel@sonnenschein.com November 16, 2009 Jeffrey Riedler Scott Foley Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PharmAthene, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 31, 2009 File No. 333-161587 Dear Messrs. Riedler and Foley: By letter dated September 17, 2009 (the “September Comment Letter”), the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided comments on Amendment No. 1 to Registration Statement on Form S-3 filed by PharmAthene, Inc. (the “Company”) with the Commission on August 31, 2009 (File No. 333-161587) (the “Registration Statement”). The Company responded to such comments by letter dated October 14, 2009 (the “October Response Letter”). By letter dated November 6, 2009 (the “November Comment Letter”), the Staff provided further comments on Amendment No. 1 to the Registration Statement. This letter sets forth the Company’s responses to the Staff’s comments contained in the November Comment Letter. For your convenience, we have reproduced below in italics each comment and have provided the Company’s response immediately below the comment. Terms used but not defined herein have the meaning specified in the October Response Letter. Form S-3 General 1. We note your response to comment 1. After careful consideration of your analysis, we are unable to concur with your conclusion that your proposed transaction should be treated as a secondary offering. We understand that the conversion price is not a discount to the market price and that the conversion price does not adjust relative to the market price of the underlying common stock. Brussels Chicago Dallas Kansas City Los Angeles New York Phoenix St. Louis San Francisco Short Hills, N.J. Silicon Valley Washington, D.C. Zurich Our conclusion that the offering is a primary offering is due to the fact that you are registering the resale of shares constituting 85.1% of your current public float. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to be a primary offering. Please revise your registration statement onto a form you are eligible to use for a primary offering, identify the selling shareholders as underwriters and set a price for the offering. Alternatively, reduce the size of your offering. Response: In light of the November 25, 2009 deadline for effectiveness of the Registration Statement imposed by the Registration Rights Agreement, the Company will reduce the number of shares included in the Registration Statement to an amount equal to one-third of the number of shares outstanding immediately prior to the Financing that were held by non-affiliates of the Company, by amending the Registration Statement in Amendment No. 2 (“Amendment No. 2”) to register for resale one-third of 13,747,978 shares, which represented the Company’s public float immediately prior to the Financing, or 4,582,659 shares. We understand that the Staff is considering whether it may be appropriate for the Company to register a greater number of shares, and if such a determination is made, the Company will either amend the Registration Statement or file a new registration statement, as appropriate. 2. We note your responses to comments 4 and 5. We understand that the market price at the time of the transaction was less than the conversion price and that a conversion at the time would have resulted in a loss. Please present the requested information showing the loss the security holders would realize as a result of a conversion. Response: In response to the Staff’s comment 2, the Company proposes to add the disclosure appearing below to Amendment No. 2: Possible Profit/(Loss) to Selling Stockholders with Respect to Conversion or Exercise of Company Securities The tables below summarize the total possible profit/(loss) that the selling stockholders or their affiliates could have realized as a result of (a) the conversion of the 10% Convertible Notes, (b) the exercise of the related warrants and (c) the exercise of any options to purchase our 2 common stock, assuming conversion or exercise on the date of sale or date of grant, as applicable: Security Market price per share on date of sale(1) Conversion price per share(2) Total number of underlying shares(3) Combined market price of total number of underlying shares Combined conversion price of total number of underlying shares Total possible profit/(loss) realizable by selling stockholders 10% Convertible Notes $ 2.50 $ 2.541667 9,131,235 $ 22,828,087.50 $ 23,208,558.67 $ (380,471.17 ) (1) Represents the closing price per share of our common stock on the NYSE Amex on July 24, 2009, the trading day immediately preceding the time that we entered into the binding agreement to issue the 10% Convertible Notes and related warrants. (2) The conversion price is subject to customary antidilution adjustments, including in the event of a stock dividend, stock split or stock combination, recapitalization or reorganization, merger or consolidation, sale of all or substantially all of our assets, distribution of debt or assets to our stockholders and in connection with certain other dilutive equity issuances. (3) This amount includes (a) up to 7,591,790 shares issuable upon conversion of the aggregate principal amount of the 10% Convertible Notes, and (b) up to 1,539,445 shares issuable in respect of interest that has begun accruing and will continue to accrue throughout the term of the notes. Security Market price per share on date of sale(1) Exercise price per share (2) Total number of underlying shares Combined market price of total number of underlying shares Combined exercise price of total number of underlying shares Total possible profit/(loss) realizable by selling stockholders Warrants related to 10% Convertible Notes $ 2.50 $ 2.50 2,572,775 $ 6,431,937.50 $ 6,431,937.50 $ 0.00 3 (1) Represents the closing price per share of our common stock on the NYSE Amex on July 24, 2009, the trading day immediately preceding the time that we entered into the binding agreement to issue the 10% Convertible Notes and related warrants. (2) The exercise price is subject to customary antidilution adjustments, including in the event of a stock dividend, stock split or stock combination, recapitalization or reorganization, merger or consolidation, sale of all or substantially all of our assets, distribution of debt or assets to our stockholders and in connection with certain other dilutive equity issuances. Selling Stockholder Option Grant Date Market price per share on grant date Exercise price per share on grant date Total number of underlying shares Combined market price of total number of underlying shares Combined exercise price of total number of underlying shares Total possible profit/(loss) realizable by selling stockholder/ affiliate 1/4/2007 $ 3.80 $ 3.80 44,172 $ 167,854 $ 167,854 $ 0 Chris Camut 10/2/2007 $ 5.20 $ 5.20 215,000 $ 1,118,000 $ 1,118,000 $ 0 1/21/2009 $ 2.46 $ 2.46 25,308 $ 62,258 $ 62,258 $ 0 Healthcare Ventures VII, L.P.(1) 9/11/2003 $ 2.96 $ 2.96 1,655 $ 4,899 $ 4,899 $ 0 1/18/2006 $ 3.80 $ 3.80 1,104 $ 4,195 $ 4,195 $ 0 10/9/2007 $ 5.25 $ 5.25 20,000 $ 105,000 $ 105,000 $ 0 3/9/2009 $ 2.53 $ 2.59 10,000 $ 25,300 $ 25,900 $ (600 ) 8/5/2009 $ 2.47 $ 2.47 20,000 $ 49,400 $ 49,400 $ 0 Joel McCleary 9/11/2003 $ 2.96 $ 2.96 1,655 $ 4,899 $ 4,899 $ 0 1/18/2006 $ 3.80 $ 3.80 1,104 $ 4,195 $ 4,195 $ 0 10/9/2007 $ 5.25 $ 5.25 20,000 $ 105,000 $ 105,000 $ 0 4/28/2008 $ 2.97 $ 2.97 50,000 $ 148,500 $ 148,500 $ 0 3/9/2009 $ 2.53 $ 2.59 10,000 $ 25,300 $ 25,900 $ (600 ) 8/5/2009 $ 2.47 $ 2.47 20,000 $ 49,400 $ 49,400 $ 0 MPM(2) 1/18/2006 $ 3.80 $ 3.80 1,104 $ 4,195 $ 4,195 $ 0 10/9/2007 $ 5.25 $ 5.25 20,000 $ 105,000 $ 105,000 $ 0 3/9/2009 $ 2.53 $ 2.59 10,000 $ 25,300 $ 25,900 $ (600 ) 8/5/2009 $ 2.47 $ 2.47 20,000 $ 49,400 $ 49,400 $ 0 Mary Pappajohn(3) 10/9/2007 $ 5.25 $ 5.25 20,000 $ 105,000 $ 105,000 $ 0 3/9/2009 $ 2.53 $ 2.59 10,000 $ 25,300 $ 25,900 $ (600 ) 8/5/2009 $ 2.47 $ 2.47 20,000 $ 49,400 $ 49,400 $ 0 Eric Richman 11/15/2003 $ 2.96 $ 2.96 28,638 $ 84,768 $ 84,768 $ 0 1/18/2005 $ 3.80 $ 3.80 11,043 $ 41,963 $ 41,963 $ 0 2/22/2006 $ 3.80 $ 3.80 4,510 $ 17,138 $ 17,138 $ 0 4 Selling Stockholder Option Grant Date Market price per share on grant date Exercise price per share on grant date Total number of underlying shares Combined market price of total number of underlying shares Combined exercise price of total number of underlying shares Total possible profit/(loss) realizable by selling stockholder/ affiliate 1/4/2007 $ 3.80 $ 3.80 8,282 $ 31,472 $ 31,472 $ 0 10/2/2007 $ 5.20 $ 5.20 260,000 $ 1,352,000 $ 1,352,000 $ 0 1/21/2009 $ 2.46 $ 2.46 30,573 $ 75,210 $ 75,210 $ 0 Derace Schaffer 10/9/2007 $ 5.25 $ 5.25 20,000 $ 105,000 $ 105,000 $ 0 3/9/2009 $ 2.53 $ 2.59 10,000 $ 25,300 $ 25,900 $ (600 ) 8/5/2009 $ 2.47 $ 2.47 20,000 $ 49,400 $ 49,400 $ 0 David Wright 7/15/2003 $ 2.96 $ 2.96 82,714 $ 244,833 $ 244,833 $ 0 1/18/2005 $ 3.80 $ 3.80 69,130 $ 262,694 $ 262,694 $ 0 2/22/2006 $ 3.80 $ 3.80 13,803 $ 52,451 $ 52,451 $ 0 1/4/2007 $ 3.80 $ 3.80 16,556 $ 62,913 $ 62,913 $ 0 8/30/2007 $ 5.36 $ 5.36 780,000 $ 4,180,800 $ 4,180,800 $ 0 1/21/2009 $ 2.46 $ 2.46 37,185 $ 91,475 $ 91,475 $ 0 (1) Dr. James Cavanaugh is a general partner of the entity that serves as general partner of Healthcare Ventures VII, L.P. (2) Dr. Steven St. Peter is an affiliate of MPM. (3) Mary Pappajohn is the wife of John Pappajohn, the chairman of our Board of Directors.. * * * The Company respectfully advises the Staff that there are no provisions for adjustment to the Conversion Price based upon market price, with respect to the 10% Convertible Notes. 5 3. Please revise your response to comment 6 to include the one-time liquidated damages in the line item “Payments Made or Required to be Made to Selling Shareholders and Affiliates.” The Company proposes to add the disclosure appearing below to Amendment No. 2: Comparison of Proceeds: Gross Proceeds from the Sale of the 10% Convertible Notes and Warrants(1) $ 19,295,802 Less Payments Made or Required to be Made to Selling Stockholders and Affiliates(2) $ 4,105,718 Less Estimated Payments Made or Required to be Made to Counsel to MPM and Healthcare Ventures VII, L.P. for certain reasonable legal costs and expenses $ 75,000 Resulting Net Proceeds from Sale of the 10% Convertible Notes and Warrants(1) $ 15,115,084 Total Possible Discount to Market Price of Stock Registered Hereunder $ 0 (1) Represents a combination of canceled debt (8% convertible notes) and new cash. Does not include $6,431,938 receivable by us upon the full exercise of all warrants. (2) This amount reflects interest payments we would owe the selling stockholders assuming they hold their 10% Convertible Notes through the maturity date, including a one-time payment of $192,958.02, payable in the event the Company fails to meet its registration obligations described above, but excluding monthly payments of $192,958.02, payable each month during which the Company has not cured any failure to meet its registration obligations. We are unable, at this time, to estimate the amount of any other payments that may be required to be made to the selling stockholders in the future. The total amount of all possible payments payable to the selling stockholders in connection with the sale of the 10% Convertible Notes and warrants reflected in the table above, represents approximately 27.1% of the resulting net proceeds to us from such sale, which is approximately 13.6% per annum averaged over the two-year term of such notes. 6 4. Please revise the table presented in response to comment 7 to present the requested information for each selling shareholder rather than presenting the information in the aggregate. Response: The Company proposes to add the disclosure appearing below to Amendment No. 2: Prior Securities Transactions The following table and accompanying footnotes show information with respect to the prior securities transactions effected between Healthcare Acquisition Corp. (“HAQ”) and the selling stockholders named in this prospectus (or their affiliates) since HAQ’s initial public offering in August 2005, and do not include any grants of stock options or restricted stock made under our 2007 Long-Term Incentive Compensation Plan, which we refer to as the “2007 Plan.” Except for grants under the 2007 Plan and the sale of the 10% Convertible Notes and warrants in July 2009, we have not effected any securities transactions with the selling stockholders identified in this prospectus (or their affiliates) since merging with HAQ’s wholly-owned subsidiary in August 2007. Selling Stockholder Common stock outstanding prior to transaction Common stock outstanding prior to transaction held by persons other than selling stockholders, their affiliates or our current affiliates Common stock issued or issuable in transaction Percentage of common stock issued in the transaction (based on non- affiliate holdings)(1) Closing market price per share of common stock immediately prior to transaction (2) Closing market price per share of co
2009-11-10 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm November 10, 2009 Ms. Theresa Messinese Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C 20549 Re: Form 10-K for the fiscal year ended December 31, 2008 File No. 000-31683 Dear Mrs. Messinese: This letter is in response to the Staff’s comment letter issued October 14, 2009, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”). The following responds to the item numbers in the Staff’s comment letter: Item 1. Business, Aircraft Fuel, page 12 1. We note your efforts to reduce fuel costs by entering into an operating agreement with an airport was well as investing in fuel storage units and transportation facilities involved in the distribution process. Please provide a discussion which describes the operating agreement, including your obligations, and discuss management’s assessment of the effectiveness of the arrangement in reducing costs. Also discuss the Company’s activity with regard to the fuel distribution process including the amounts that have been invested and plan to be invested in the future. Company Response: AFH, Inc., a wholly owned subsidiary of Allegiant Travel Company, entered into a joint venture agreement with an affiliate of Orlando Sanford International, Inc. (“OSI”) to handle certain fuel operations for the Orlando Sanford International Airport. The joint venture, which began in January 2007, is responsible for the purchase and transport of jet fuel to a fuel farm facility owned by OSI and operated by a third party, and for the sale of jet fuel to air carriers operating at the Orlando-Sanford International Airport. AFH, Inc.’s responsibility is to arrange for the fuel purchase, storage and transport of aviation jet fuel into the fuel farm operated by OSI for all consumption at Orlando Sanford International Airport. In addition AFH, Inc. is responsible for the administrative functions for the joint venture. AFH, Inc. entered into a five year operating agreement in 2007 with Kinder Morgan Liquids Terminals LLC for the use of two separate storage tanks in Florida which are used in the storage and transportation process. The extent of the Company’s commitments under this agreement is indicated in the agreement which has been filed as an exhibit to the Company’s SEC filings. AFH, Inc. has no additional obligations related to the joint venture. The creation of the fueling joint venture has enabled the Company to negotiate slightly more favorable pricing terms with existing fuel suppliers due to our ability to store and transport larger volumes of aviation fuel. The overall cost savings and profit sharing from the joint venture have been immaterial to the Company’s results of operations to date. However, we do believe that maintaining our position in the early phases of the distribution channel will be beneficial in the future. At this time, we have no immediate plans to invest in additional infrastructure, but we expect, from time to time, to evaluate opportunities which may enable us to reduce costs or realize a sufficient return on investment. In future filings, the Company will be mindful to disclose any material changes in profitability or changes in capital requirements related to this venture or similar ventures. Selected Financial Data, page 29 2. Please explain to us and disclose the meaningfulness of operating revenue per ASM (RASM), ancillary revenue per ASM, and total revenue per ASM. In this regard, we note that certain revenue sources, such as ancillary revenues from the sale of third party products and sub-lease rentals, are not driven based on changes in the number of available seat miles in a period. Company Response: Available seat miles (ASM’s) are the typical unit of production most commonly used by investors and analysts in the airline industry. As such, revenues and expenses of most, if not all, airlines are evaluated on a per ASM basis. Virtually all of the Company’s revenues are driven by the number of passengers carried. There is a strong correlation between the number of ASM’s and number of passengers as both ASM’s and number of passengers are driven by the number of seats on our flights. The Company contends that revenue sources not directly driven by ASMs are not material but have been adequately disclosed. In future filings, the Company will monitor and disclose material changes in revenue trends and the effect changes in ASMs have on all material revenue sources. Item 7. Results of Operations, page 35 Scheduled Service Revenue 3. It is unclear from your discussion how revenue was impacted by capacity management (reductions) as well as what portion of the increase from 2007 to 2008 was driven specifically by an increase in passenger service versus an increase due to a full year of your newly established destinations in late 2007. Please revise your disclosure to quantitatively and qualitatively explain each factor’s impact on revenue. Company Response: In response to rising fuel prices in 2008, the Company focused on appropriate capacity reductions to ensure continued profitability. Our route adjustments reflected long-haul route eliminations and frequency reductions in Las Vegas in addition to introducing new service and increased frequency to shorter-haul routes in other leisure destinations. These adjustments were made primarily due to the Company’s inability to pass on to customers the increased fuel cost through base air fare increases without impairing the Company’s load factor. Base air fares were relatively flat by leisure destinations year over year. As a result, the leisure market most impacted by capacity cuts was the Las Vegas market. In 2007 the Las Vegas market represented approximately 58% of the Company’s scheduled service departure production. Due to capacity reductions made in 2008, Las Vegas departures decreased by 1,417 (2008 compared to 2007) or 9.8% and represented approximately 44% of the Company’s scheduled service departure production in 2008. Conversely, during this period we realized significant departure growth in Phoenix and Ft. Lauderdale, our two new leisure destinations established in late 2007, and the full-year effect they had on our operations. In 2007 these two markets accounted for 720 departures or 2.8% of the Company’s total scheduled service departure production. In 2008 these markets contributed 4,578 departures or 15.5% of the Company’s total scheduled service departure production. In response to the Staff’s comment, in future filings the Company will continue to monitor and disclose material changes in revenue trends and provide more disclosure concerning capacity changes. 4. Based on your September 2009 investor presentation, as furnished in your Form 8-K filed on September 22, 2009, your ancillary revenue appears to consist of two broad categories, sales of third-party products (hotels, car rentals, show tickets, theme park tickets, etc.) and unbundled air travel related charges (convenience fee, assigned seat fee, priority boarding fee, checked bag fee, booking fee, etc.). To provide investors with greater insight into your results of operations, we believe you should consider separately quantifying and discussing revenues from these two ancillary revenue sub-categories. Company Response: We have considered separating ancillary revenues into sub-categories and will continue to do so. However, we do not believe separately quantifying and discussing our ancillary revenue in two revenue sub-categories will be meaningful to investors’ understanding of our results of operations. Our use of these sub-categories in the investor presentation was merely to identify the wide range of ancillary products we offer. Each element of ancillary revenue is independent of the base air fare for air transportation, whether provided by us (the unbundled aspects of air travel) or by a third party. In fact, we offer more than 50 different ancillary revenue products from third parties and more than 20 different unbundled ancillary revenue products. Any reporting with respect to the revenues attributable to any groupings of these ancillary revenue products would be arbitrary and would not likely be meaningful to investors. We believe the take-rate of our various ancillary revenue products varies significantly from market to market and from time to time based upon a myriad of factors, many of which are based on consumer behavior and other factors over which we have little or no control. Here are several examples: 1. Families looking to minimize the cost of a vacation may try to reduce the number of bags checked to avoid checked bag fees. Families with more money to spend may not mind paying for the convenience of checked bags. 2. A low base fare might (but might not) encourage passengers to sign up for extras or book a more expensive hotel or longer stay. 3. A low base air fare might discourage passengers from purchasing the Trip-Flex product. Conversely, higher base air fares might encourage the purchase of Trip-Flex. The establishment of base air fares depends on many factors not necessarily related to our ancillary revenue. 4. Passengers may, but may not, be more likely to buy assigned seats for longer flights than shorter flights. If we change the mix of our flight schedule in this way, it may (but may not) impact this ancillary revenue product. 5. The sale of show tickets will depend on the popularity of the shows offered. 6. The number of checked bags may depend on the length of stay which is affected by hotel rates, vacation budgets and the distance traveled. 7. We sell more hotel rooms in Las Vegas than in our other leisure destinations. If we decide to fly more or fewer flights to Las Vegas, this aspect of our ancillary revenue will be impacted accordingly. 8. The purchase of hotel rooms will likely be based on the attractiveness of our pricing which is significantly impacted by the rates being offered to us by the hotels, over which we have little or no control. In summary, the take-rates of the various elements of our ancillary revenue products are based on so many factors beyond our control, we do not believe investors could appropriately derive any meaningful information from any sub-characterizations. Nevertheless, in response to the Staff’s comment, in future filings, we will consider whether it would be appropriate to disclose revenue from any sub-groupings of the various elements of ancillary revenue and will also seek to quantify and discuss factors specific to those ancillary revenue products which result in a material change to our ancillary revenue from period to period. 5. Please ensure that you quantify all material factors to which variances are attributed. For example, you state that ancillary revenue increased due to an increase in baggage fees but do not quantify this factor. Company Response: In response to the Staff’s comment, in future filings, we will quantify and discuss all material factors to which variances are attributed. 6. Please revise your discussion and analysis of fixed fee contract revenue to disclose information that will provide context for the results of this line of business. For example, disclose the number of available seat miles, flights, or other relevant metric that is the primary driver of you earning of fixed fee contract revenue, so that readers will be able to assess whether changes are being driven by rates or volume and the extent of each. Company Response: Please note that the operating statistics included as part of our management’s discussion and analysis provides comprehensive information regarding our total system operations and our scheduled service operations. Virtually all of the differences between these two sets of figures are attributable to our fixed fee flying. As such, investors can readily determine the number of ASM’s, departures, passengers, block hours and other metrics associated with our fixed fee flying. In response to the Staff’s comment, in future filings, we will consider expanding our management’s discussion and analysis to better clarify the effect of these metrics on fixed fee flying revenue from period to period. Liquidity and Capital Resources, page 41 7. We note that the timing and type of maintenance events may cause maintenance and repairs expense to vary significantly from period to period, and that in fact this was the case in 2008 as each maintenance event that happened to be required during 2008 was more costly on average than those in 2007. In light of this variability and significance of such costs on your operations, please expand to discuss the timing and type of events expected to occur in future periods as well as the amount of expected cash use, to the extent reasonably known. Company Response: The maintenance and repairs expense is most significantly impacted by heavy maintenance checks, which consist of more complex inspections and servicing of the aircraft and engines. These heavy maintenance events can be scheduled and unscheduled. Scheduled maintenance is typically based on utilization of aircraft and engines and the range of the expense from each scheduled maintenance event can be anticipated with some degree of accuracy. However, unscheduled maintenance is unpredictable as the timing and extent of the repair event was not anticipated. The cost of any repair event may be significantly impacted by the unknown nature of the repair at the time commenced, the cost of replacement parts at the time, repair or tear down analysis based on airframe and engine market prices at the time of failure, impact on aircraft utilization from capacity changes, and other cost variables. We do not believe any significant fluctuation in our maintenance and repairs expense from period to period would likely result in our liquidity increasing or decreasing in a material way. We have provided investor guidance in Form 8-K filings regarding an expected range of maintenance and repairs expense per aircraft per month which we believe provides for some transparency into our expectations with respect to this expense line item. In response to the Staff’s comment, in future filings, we will consider expanding discussions to describe the timing and type of events expected in future periods to the extent reasonably known. Revenue Recognition, page 61 8. Please explain to us your basis for recognizing revenue from the sale of travel protection at the time of sale. Company Response: Our travel protection product (“Trip-flex”) provides customers, for a nominal fee, the flexibility to make unlimited changes to their reservations in the future at no additional charge. Trip-flex is not insurance but rather a prepaid change fee which is entirely optional and is non refundable. Typical itinerary modifications would include changes in passengers, travel dates, hotel accommodations, etc. Trip-flex is not tied to any particular date of travel and has historically been considered a separate transaction independent from the original ticket sale, similar to change fees and recognized as revenue at the time of purchase. The sale of Trip-flex began in August 2007. Revenue from the sale of Trip-flex for the years ended December 31, 2008 and 2007 was $11.5 million and $3.5 million, respectively. Trip-Flex revenue as a percentage of total revenues for the years ended December 31, 2008 and 2007 was 2.3% and 1.0%, respectively. The Airline Audit Guide (“AAG-AIR”) provides an accounting convention for the recognition of revenue for “Change and Other Transaction Fees”. The application of this convention is for the recognition of these
2009-11-06 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 4720 November 6, 2009
Via Facsimile and U.S. Mail
David P. Wright Chief Executive Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, Maryland 21401
Re: PharmAthene, Inc.
Amendment No. 1 to Registra tion Statement on Form S-3
Filed August 31, 2009
File No. 333-161587
Dear Mr. Wright:
We have reviewed your October 14, 2009 res ponse to our September 17, 2009 letter 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 unnecessa ry. 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 re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 as pect of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
Form S-3
General
1. We note your response to comment 1. After caref ul consideration of your analysis, we are
unable to concur with your conclusion that your proposed transaction should be treated as
a secondary offering. We understand that the conversion price is not a discount to the
market price and that the conve rsion price does not adjust re lative to the market price of
the underlying common stock. Our conclusion that the offering is a primary offering is
due to the fact that you are registering the resale of shares constituting 85.1% of your
David P. Wright
PharmAthene, Inc. November 6, 2009
Page 2
current public float. Given the size relative to the number of shar es outstanding held by
non-affiliates, the nature of the offering and the selling security holders, the transaction
appears to be a primary offering. Please revi se your registration statement onto a form
you are eligible to use for a primary offe ring, identify the selling shareholders as
underwriters and set a price for the offe ring. Alternatively, reduce the size of your
offering.
2. We note your responses to comments 4 and 5. We understand that the market price at the
time of the transaction was less than the conve rsion price and that a conversion at that
time would have resulted in a loss. Please pr esent the requested information showing the
loss the security holder s would realize as a result of a conversion.
3. Please revise your response to comment 6 to include the one-time liquidated damages in
the line item “Payments Made or Required to be Made to Selling Shareholders and
Affiliates.”
4. Please revise the table presented in res ponse to comment 7 to present the requested
information for each selling shareholder rather than presenting the information in the
aggregate.
* * *
As appropriate, please revise your information statement in response to these comments.
You may wish to provide us with marked copies of the revised document to expedite our review.
Please furnish a response letter th at keys your responses to our co mments. Detailed cover letters
greatly facilitate our review. Please file your cover letter on EDGAR under the form type label
CORRESP. Please understand th at we may have additional comments after reviewing your
amendment and response to our comment. 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 compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
David P. Wright
PharmAthene, Inc. November 6, 2009 Page 3
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Scot Foley, Attorney-Advi sor, at (202) 551-3383, Suzanne Hayes,
Branch Chief, at (202) 551-3675 or me at (202) 551-3715 with any questions.
S i n c e r e l y , J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r cc: Jeffrey A. Baumel, Esq. Roland S. Chase, Esq.
Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, New York 10020
2009-10-16 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 14, 2009 Mr. Andrew C. Levy Chief Financial Officer Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV 89113 Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
File No. 000-31683
Dear Mr. Levy:
We have reviewed the above referenced filings and have the following comments.
Some of our comments request changes to disc losure in future filings. If you disagree,
we will consider your explanation as to w hy a revision is unnecessary. Please be as
detailed as necessary in your explanation. Our comments may also request information
so we may better understand your disclosure. After reviewing this information, we may
raise additional comments. 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 thes e respects and welcome any questions. Feel
free to call us at the telephone numbers listed at the end of this letter.
Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.
Form 10-K for the fiscal year ended December 31, 2008
Item 1. Business, Aircraft Fuel, page 12
1. We note your efforts to reduce fuel costs by entering into an operating agreement
with an airport as well as investing in fuel storage units and transportation
facilities involved in the distribution pro cess. Please provide a discussion which
describes the operating agreement, in cluding your obligations, and discuss
management’s assessment of the effectiv eness of the arrangement in reducing
costs. Also discuss the company’s activit y with regard to the fuel distribution
process including the amounts that have been invested and plan to be invested in
the future.
Allegiant Travel Company
October 14, 2009
Page 2 of 4 Selected Financial Data, page 29
2. Please explain to us and disclose the meaningfulness of operating revenue per
ASM (RASM), ancillary revenue per ASM, and total revenue per ASM. In this
regard, we note that certain revenue sour ces, such as ancillary revenues from the
sale of third-party products and sub-lease rentals, are not driven based on changes
in the number of available seat miles in a period.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 35
Scheduled Service Revenue
3. It is unclear from your discussion how revenue was impacted by capacity
management (reductions) as well as what portion of the increase from 2007 to
2008 was driven specifically by an increase in passe nger service versus an
increase due to a full year of your newly established destinati ons in late 2007.
Please revise your disclosure to quantit atively and qualitatively explain each
factor’s impact on revenue.
4. Based on your September 2009 investor presentation, as furnished in your Form
8-K filed on September 22, 2009, your ancillary revenue appears to consist of two
broad categories, sales of third-party products (hotels, car rentals, show tickets,
theme park tickets, etc.) and unbundled ai r travel related charges (convenience
fee, assigned seat fee, prio rity boarding fee, checked bag fee, booking fee, etc.).
To provide investors with greater insight into your results of operations, we
believe you should consider separately quantifying and discussing revenues from these two ancillary revenue sub-categories.
5. Please ensure that you quantify all mate rial factors to which variances are
attributed. For example, you state that ancillary revenue increased due to an increase in baggage fees but do not quantify this factor.
6. Please revise your discussion and analysis of fixed fee contract revenue to
disclose information that will provide c ontext for the results of this line of
business. For example, disclose the number of available seat miles, flights, or
other relevant metric that is the prim ary driver of your earning of fixed fee
contract revenue, so that readers will be able to assess whether changes are being
driven by rates or volume and the extent of each.
Liquidity and Capital Resources, page 41
7. We note that the timing and type of maintenance events may cause maintenance
Allegiant Travel Company
October 14, 2009
Page 3 of 4
and repairs expense to vary significantly fr om period to period, and that in fact
this was the case in 2008 as each maintenance event that happened to be required during 2008 was more costly on average th an those in 2007. In light of this
variability and significan ce of such costs on your ope rations, please expand to
discuss the timing and type of events exp ected to occur in future periods as well
as the amount of expected cash use, to the extent reasonably known.
Revenue Recognition, page 61
8. Please explain to us your basis for recogni zing revenue from the sale of travel
protection at the time of sale.
Note 9. Related Party Transactions, page 73
9. With respect to certain le ase agreements with rela ted parties, we note your
representation that the terms of such agr eements are at least as favorable as the
Company could receive in arm’s length transactions. Please note that representations about transact ions with related parties s hould not imply that they
were consummated on terms equivalent to those that prevail in arm’s-length
transactions unless such repr esentations can be substantia ted. Refer to paragraph
3 of SFAS 57.
Exhibits 31.1 and 31.2
10. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule 13a-14(a) also includes the title of
the certifying individual. In future fi lings, the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the individual’s title. The certification must be provided exactly as stated
in Item 601(b)(31) of Regulation S-K. Pr ovide a separate certification in future
filings for each the principal executive offi cer and principal financial officer. You
do not need to reference th e other titles of the individuals signing in those
capacities. Refer to Item 601(b)(31).
********
We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in your 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 invest ment decision. Since the company and its
management are in possession of all facts re lating 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
Allegiant Travel Company
October 14, 2009 Page 4 of 4 statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in its
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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Theresa Messinese at 202-551-3307 for questions regarding the
financial statements and related matt ers, Nolan McWilliams at 202-551-3217 for
questions regarding Comment 10, or the undersigned at 202-551-3380 with any other
questions.
Sincerely,
Lyn Shenk Branch Chief
2009-10-14 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP 1 filename1.htm 1221 Avenue of the Americas New York, NY 10020-1089 212.768.6700 Jeffrey A. Baumel 212.768.6800 fax 973.912.7189 www.sonnenschein.com jbaumel@sonnenschein.com October 14, 2009 Jeffrey Riedler Scott Foley Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PharmAthene, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 31, 2009 File No. 333-161587 Dear Messrs. Riedler and Foley: By letter dated September 17, 2009, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided comments on Amendment No. 1 to Registration Statement on Form S-3 filed by the Company with the Commission on August 31, 2009 (File No. 333-161587) (the “Registration Statement”). This letter sets forth the Company’s responses to the Staff’s comments. For your convenience, we have reproduced below in italics each comment and have provided the Company’s response immediately below the comment. General 1. We note that you are registering the sale of 11,704,010 common shares. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to be a primary offering. Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4). If you disagree with our analysis, please advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i). In your analysis, please address the following among any other relevant factors: Brussels Chicago Dallas Kansas City Los Angeles New York Phoenix St. Louis San Francisco Short Hills, N.J. Silicon Valley Washington, D.C. Zurich · The date on which and the manner in which each selling shareholder received the shares and/or the overlying securities; · The relationship of each selling shareholder with the company, including an analysis of whether the selling shareholder is an affiliate of the company; · Any relationships among the selling shareholders; · The dollar value of the shares registered in relation to the proceeds that the company received from the selling shareholders for the securities, excluding amounts of proceeds that were returned (or will be returned) to the selling shareholders and/or their affiliates in fees or other payments; · The discount at which the shareholders will purchase the common stock underlying the convertible notes (or any related security, such as a warrant or option) upon conversion or exercise; and · Whether or not any of the selling shareholders is in the business of buying and selling securities. Response: For the reasons set forth below, the Company respectfully asserts that the offering of securities to be registered pursuant to the Registration Statement is a valid secondary offering and is eligible to be made under Rule 415(a)(1)(i) under the Securities Act of 1933 (the “Act”) as contemplated by the Registration Statement. Summary Conclusion — This transaction is not of the type that raises concerns about a disguised primary offering The terms of the Financing, in which the Notes and Warrants (all as defined under “Background” below) were issued, do not include any price “resets”, floating price conversion rights or other “toxic” features that have previously prompted the Staff’s concerns regarding “Extreme Convertible” transactions. Further, the Notes and Warrants do not even provide for anti-dilution protection based on the price of future issuances by the Company. The only anti-dilution provisions in the Notes and Warrants are customary “plain vanilla” structural anti-dilution protection provisions in the event of fundamental organic changes in the Company’s capital structure, such as stock splits. These anti-dilution adjustments are consistent with those that the Staff has previously indicated on numerous occasions do not raise a concern with respect 2 to the Staff’s interpretation of Rule 415(1). As John White, former Director of Corporation Finance, stated in a speech on February 23, 2007 in Dallas Texas, “I’ll be very clear about this — the staff’s view of PIPE transactions has not changed; we have simply addressed the recent development where convertible note transactions are structured in an abusive manner.” Where a PIPE is not structured in an abusive manner, the number of shares registered is not a central concern. However, it bears noting that, while the total number of shares registered under the Registration Statement represents 85.1% of the Company’s public float, the number of shares actually issuable upon the closing of the Financing on July 28, 2009, not including the shares representing interest on the Notes that had not yet accrued or shares issuable upon exercise of the Warrants that are not exercisable for six months from the closing, represents only 55.2% of the Company’s public float. Since the investors would have to hold the Notes over the long term in order to receive the shares that are issuable in lieu of interest, and must hold the Warrants for six months in any event, and the investors will bear full market risk on such securities since they contain no toxic price reset provisions, the shares issuable in lieu of interest and upon exercise of the Warrants do not raise the short-term flipping concerns that might call into question the true nature of a secondary offering. Additionally, in connection with the Financing, the Company cancelled its previously issued 8% Notes (as defined below) convertible into shares representing 5.5% of the Company’s public float, the resale of which was previously registered. Less than a week after the closing of the Financing, the remaining 8% Notes, representing another 3.5% of the Company’s public float, matured and were repaid. As a result, the net addition of shares issuable upon the closing and subject to registration represents only 46.3% of the Company’s public float. Finally, the Financing was priced as an “at-market” deal for purposes of NYSE Amex rules, i.e., the conversion price of the Notes and the exercise price of the Warrants are equal to or greater than the closing price of the Company’s shares on the NYSE Amex immediately preceding the time that the Company entered into the binding agreement to issue the Notes and Warrants. Such closing price also represents the closing price of the Company’s shares on the NYSE Amex immediately preceding the public announcement of the Financing by the Company. We refer to such closing price as the “Date of Sale Price.” At the time of the Financing, an investment bank evaluated market conditions for financing alternatives and the only available financing alternative was on terms significantly less favorable to the Company. Accordingly, not only does the Financing not have the type of toxic price reset provisions that trigger a Rule 415 concern, the financial terms of the Financing were very reasonable. (1) See Speech by John W. White, Director, Division of Corporation Finance, February 23, 2007; Keller, Stanley and Hicks, William, “Unblocking Clogged PIPEs: SEC Focuses on Availability of Rule 415,” Insights, May 2007. 3 Since the Financing was not a toxic reset deal, the number of shares issuable as of the closing was only 55.2% of the public float (and 46.3% net of the shares underlying the cancelled and matured 8% Notes) and the shares are not issuable at a discount, this deal is not the type of abusive transaction that the Securities and Exchange Commission (the “SEC”) is concerned about and the registration of the shares issuable under the Financing should not be considered a primary offering by the Company. Background On July 28, 2009, the Company issued, in a private placement (the “Financing”), the 10% convertible notes due July 28, 2011 (the “Notes”) and related warrants (the “Warrants”) to purchase up to 2,572,775 shares of the Company’s common stock, par value $0.0001 per share (the Common Stock”) to (i) holders (the “Existing Noteholders”) of then outstanding 8% senior unsecured convertible notes, due August 3, 2009 (the “8% Notes”), in lieu of a cash payment covering principal and accrued interest on the 8% Notes, in the aggregate amount of $8,767,606, and (ii) certain other new investors (collectively with the Existing Noteholders, the “Investors”) for $10,528,196 in cash. The Notes mature on July 28, 2011 (the “Maturity Date”) and are immediately convertible into shares of Common Stock at a conversion price of $2.541667 per share (the “Conversion Price”). Interest on each Note accrues over the term of the Note at a rate of 10% per annum and, in the event of a conversion, is converted into Common Stock along with the principal amount of such Note. The Warrants are exercisable for shares of Common Stock from January 28, 2010 through January 28, 2015, at an exercise price of $2.50 per share (the “Exercise Price”). The closing price of the Common Stock on the NYSE Amex immediately preceding the time that the Company entered into the binding agreement to issue the Notes and Warrants was $2.50 per share. The maximum number of shares of Common Stock (the “Shares”) into which the Notes and the Warrants can be converted or exercised, as applicable, assuming conversion of all of the Notes on the Maturity Date, is 11,704,010. Of that amount, up to 7,591,790 shares are issuable upon conversion of the aggregate principal amount of the Notes, up to 1,539,445 shares are issuable in respect of interest that has begun accruing and will continue to accrue throughout the term of the Notes and up to 2,572,775 shares are issuable upon exercise of the Warrants. In connection with the Financing, the Company and the Investors entered into a note and warrant purchase agreement, dated as of July 24, 2009 and as amended as of July 26, 2009 and July 28, 2009 (as so amended, the “Note and Warrant Purchase Agreement”). The Company and the Investors also entered into a registration rights agreement (the “Registration Rights 4 Agreement”), which provides the Investors with, among other things, registration rights covering the Shares. The Registration Rights Agreement requires the Company to file with the SEC a registration statement covering such shares within 30 days after closing of the Financing and to use its best efforts to cause the registration statement to become effective no later than 90 days after closing, or 120 days in case the SEC reviews the registration statement. The Investors in the Financing were: · Baker Bros. Investments II, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (collectively, “Baker Brothers”); · MPM Asset Management Investors 2004 BVIII LLC, MPM Bioventures III, LP, MPM Bioventures III GmbH & Co. Beteiligungs KG, MPM Bioventures III Parallel Fund, LP and MPM Bioventures III-QP, LP. (collectively, “MPM”); · Healthcare Ventures VII, LP (“HCV”); · Ontario Teachers’ Pension Plan Board; · Mary Pappajohn; · Derace Schaffer; · James Desnick; · Edward Heil; · Argyris (R.J.) Vassiliou; · The Ann Vassiliou Children’s Trust; · Jerome Parks; · Joel McCleary; · David Wright; · Eric Richman; and · Christopher Camut. Of the $19,295,802 in aggregate principal amount of Notes and Warrants to purchase 2,572,775 shares issued in the Financing, Notes in the aggregate principal amount of $9,706,270 and Warrants to purchase 1,294,170 shares of Common Stock (representing approximately 50.3% of the Financing and the Shares), were issued to persons that, as of the date of this letter, are deemed to be “affiliates” of the Company (“Affiliates”), as that term is defined in Rule 405 under the Act (“Rule 405”) and using the definition of “beneficial ownership” in Rule 13d-3 5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Investors deemed to be Affiliates(2) are: · MPM, beneficial owner of 18.59% of the Common Stock, has the right to designate a nominee for director on the Company’s Board of Directors (the “Board”). Dr. Steven St. Peter, a director of the Company, is affiliated with MPM but is not a member of the general partners and thus is not deemed to have beneficial ownership of the shares of Common Stock owned by MPM. · HCV, beneficial owner of 14.39% of the Common Stock, has the right to designate a nominee for director on the Company’s board of directors (the “Board”) as required by the Note and Warrant Purchase Agreement. Dr. James Cavanaugh, a director of the Company, is a general partner of the general partner of HCV. · Mary Pappajohn, the spouse of John Pappajohn, the chairman of the Company’s Board. · Derace Schaffer, director. · Joel McCleary, director. · David Wright, CEO and director. · Eric Richman, Senior VP, Business Development and Strategic Planning. · Christopher Camut, CFO at the time of the Financing and currently Vice President, Government Contracts and Special Projects. The Notes and Warrants were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder. In the Note and Warrant Purchase Agreement, the Investors made representations and warranties regarding their investment intent, including, among others, representations that they were purchasing their securities for their own accounts, for investment purposes and not with a view to distribution or resale of the securities except in full compliance with all applicable provisions of the Act. In addition, each of the Investors represented that it had made its own independent decision to purchase securities in the Financing. (2) The Notes purchased by Baker Brothers, if fully converted within 60 days of August 25, 2009 (the date as of which information was provided in the Registration Statement) would amount to approximately 11.7% of the Company’s outstanding Common Stock. However, as disclosed in the Registration Statement, the Notes and Warrants issued to Baker Brothers provide that such Notes and Warrants are only convertible or exercisable to the extent that the holders thereof and their affiliates would beneficially own no more than 9.999% of the outstanding shares of Common Stock after such conversion or exercise and that such limitations on conversion and exercise may not be waived. In light of these provisions (and the fact that Baker Brothers does not have any board representation), the Company does not deem Baker Brothers to be an Affiliate. 6 As disclosed in the Company’s definitive proxy statement filed with the Commission on September 29, 2009, as of September 11, 2009, the Company had an aggregate of 28,427,348 shares of Common Stock outstanding. Of the number of shares of Common Stock outstanding, 13,747,978 shares, representing the “public float”, were held by non-affiliates of the Company. The number of shares outstanding on a fully diluted basis, i.e., assuming conversion or exercise of all outstanding notes, warrants or options convertible or exercisable into Common Stock, was 47,528,366. On August 31, 2009, the Company
2009-09-17 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 4720 September 17, 2009 Via Facsimile and U.S. Mail David P. Wright Chief Executive Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, Maryland 21401 Re: PharmAthene, Inc. Amendment No. 1 to Registra tion Statement on Form S-3 Filed August 31, 2009 File No. 333-161587 Dear Mr. Wright: This is to advise you that we have limited our review of the above information statement to the issues identified below. We will make no further review of this filing. 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 necess ary in your explanation. After reviewing this information, we ma y or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 as pect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General 1. We note that you are registering the sale of 11,704,010 common shares. Given the size relative to the number of shares outstan ding held by non-affiliates, the nature of the offering and the selling security holders , the transaction app ears to be a primary offering. Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-t he-market offering under Rule 415(a)(4). David P. Wright PharmAthene, Inc. September 17, 2009 Page 2 If you disagree with our analysis, please a dvise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i) . In your analysis, please address the following among any other relevant factors: • The date on which and the manner in which each selling shareholder received the shares and/or the overlying securities; • The relationship of each selling shareholder with the company, including an analysis of whether the selling sharehol der is an affiliate of the company; • Any relationships among th e selling shareholders; • The dollar value of the shares registered in relation to the proceeds that the company received from the selling share holders for the securities, excluding amounts of proceeds that were returned (or will be returned) to the selling shareholders and/or their affiliates in fees or other payments; • The discount at which the shareholders will purchase the common stock underlying the convertible notes (or any re lated security, such as a warrant or option) upon conversion or exercise; and • Whether or not any of the selling shareholders is in the business of buying and selling securities. 2. Please provide us, with a view toward disc losure in the prospectus, with the total dollar value of the securitie s underlying the c onvertible notes and warrants that you have registered for resale (using the number of underl ying securities that you have registered for resale and the market price per share for those secu rities on the date of the sale of the convertib le notes and warrants). 3. Please provide us, with a view toward disc losure in the prospectus, with tabular disclosure of the dollar amount of each paym ent (including the value of any payments to be made in common stock) in connecti on with the transaction that you have made or may be required to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the tr ansaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments). Please provide foot note disclosure of the terms of each such payment. Please do not include any repaymen t of principal on the convertible notes in this disclosure. Further, please provide us, with a view to ward disclosure in the prospectus, with disclosure of the net proceeds to the issuer from the sale of the convertible notes and David P. Wright PharmAthene, Inc. September 17, 2009 Page 3 warrants and the total possible payments to all selling shareholders and any of their affiliates in the first year following the sale of convertible notes. 4. Please provide us, with a view toward disc losure in the prospectus, with tabular disclosure of: • the total possible profit the selling share holders could realize as a result of the conversion discount for the securitie s underlying the convertible notes, presented in a table with the following information disclosed separately: o the market price per share of the securities underlying the convertible notes on the date of the sale of the convertible notes; o the conversion price per share of the underlying securities on the date of the sale of the convertible notes, calculated as follows: if the conversion price per share is set at a fixed price, use the price per share established in the convertible notes; and if the conversion price per shar e is not set at a fixed price and, instead, is set at a floating rate in relationship to the market price of the underlying security, use the conversion discount rate and the market ra te per share on the date of the sale of the convertible notes and determine the conversion price per share as of that date; • the total possible shares underlying the c onvertible notes (assuming no interest payments and complete conversion th roughout the term of the notes); • the combined market price of the total number of shares underlying the convertible notes, calculated by using the market price per share on the date of the sale of the convertible notes and the total possible shares underlying the convertible notes; • the total possible shares the selling shareholders may receive and the combined conversion price of the to tal number of shares underlying the convertible notes calculated by using the conversion price on the date of the sale of the convertible no tes and the total possible num ber of shares the selling shareholders may receive; and • the total possible discount to the market price as of th e date of the sale of the convertible notes, calculated by subtr acting the total conversion price on the date of the sale of the convertible note s from the combined market price of the total number of shares underlying th e convertible notes on that date. David P. Wright PharmAthene, Inc. September 17, 2009 Page 4 If there are provisions in th e convertible notes that coul d result in a change in the price per share upon the occurrence of cer tain events, please provide additional tabular disclosure as appropriate. For exam ple, if the conversion price per share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price, please provide additional disclosure. 5. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of: • the total possible profit to be realized as a result of any conversion discounts for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with the following information disclosed separately: o market price per share of the unde rlying securities on the date of the sale of that other security; o the conversion/exercise price per shar e as of the date of the sale of that other security, cal culated as follows: if the conversion/exercise pric e per share is set at a fixed price, use the price per share on the date of the sale of that other security; and if the conversion/exercise pric e per share is not set at a fixed price and, instead, is set at a floating rate in relationship to the market pr ice of the underlying security, use the conversion/exercise di scount rate and the market rate per share on the date of th e sale of that other security and determine the conversion price per share as of that date; • the total possible shares to be received under the particular securities (assuming complete conversion/exercise); • the combined market price of th e total number of underlying shares, calculated by using the market price per sh are on the date of the sale of that other security and the total possible shares to be received; • the total possible shares to be received and the comb ined conversion price of the total number of shares underlying th at other security calculated by using the conversion price on the date of the sale of that ot her security and the total possible number of underlying shares; and David P. Wright PharmAthene, Inc. September 17, 2009 Page 5 • the total possible discount to the market price as of the date of the sale of that other security, calculated by subtracting the total conversion/exercise price on the date of the sale of that other secu rity from the combined market price of the total number of underly ing shares on that date. 6. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of: • the gross proceeds paid or payable to the issuer in the convertible note transaction; • all payments that have been made or that may be required to be made by the issuer that are disclosed in response to Comment 3 above; • the resulting net proceeds to the issuer; and • the combined total possible profit to be realized as a result of any conversion discounts regarding the secu rities underlying the c onvertible notes and any other warrants, options, notes, or other s ecurities of the issuer that are held by the selling shareholders or any affiliates of the sell ing shareholders that is disclosed in response to Comm ent 4 and Comment 5 above. Further, please provide us, with a view to ward disclosure in the prospectus, with disclosure – as a percentage – of the total amount of all possible payments as disclosed in response to Comment 3 and th e total possible discount to the market price of the shares underlyi ng the convertible note as disclosed in response to Comment 4 divided by the net proceeds to the issuer from the sale of the convertible notes, as well as the amount of that resulting percentage averaged over the term of the convertible notes. 7. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of all prior securities transact ions between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecesso rs of those persons), with the table including the following information disclo sed separately for each transaction: • the date of the transaction; • the number of shares of the class of secu rities subject to the transaction that were outstanding prior to the transaction; • the number of shares of the class of secu rities subject to the transaction that were outstanding prior to the transacti on and held by persons other than the David P. Wright PharmAthene, Inc. September 17, 2009 Page 6 selling shareholders, affiliates of th e company, or affiliates of the selling shareholders; • the number of shares of the class of secu rities subject to the transaction that were issued or issuable in connection with the transaction; • the percentage of total is sued and outstanding securiti es that were issued or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of shar es issued and outstanding prior to the applicable transaction and held by persons other than the selling shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connection with the applicable transaction; • the market price per share of the class of securities subject to the transaction immediately prior to the tran saction (reverse split adju sted, if necessary); and • the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary). 8. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure comparing: • the number of shares outstanding prior to the convertible note transaction that are held by persons other than the se lling shareholders, affiliates of the company, and affiliates of the selling shareholders; • the number of shares registered for re sale by the selling shareholders or affiliates of the selling shareholders in prior registration statements; • the number of shares registered for re sale by the selling shareholders or affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders; • the number of shares that have been sold in registered resa le transactions by the selling shareholders or affiliates of the selling shareholders; and • the number of shares registered for resale on behalf of the selling shareholders or affiliates of the selling sharehol ders in the current transaction. In this analysis, the calculation of the number of outstanding shares should not include any securities underl ying any outstanding convertib le securities, options, or warrants. David P. Wright PharmAthene, Inc. September 17, 2009 Page 7 9. Please provide us, with a view toward disclosure in the prospectus , with the following information: • whether the issuer has the intention, and a reasonable basis to believe that it will have the financial ability, to make all payments on the overlying securities; and • whether – based on information obtained from the selling shareholders – any of the selling shareholders have an existing short position in the company’s common stock and, if any of the selling shareholders have an existing short position in the company’s stock, the following additional information: o the date on which each such selli ng shareholder entered into that short position; and o the relationship of the date on which each such selling shareholder entered into that short position to the date of th e announcement of the convertible note transaction a nd the filing of the registration statement ( e.g., before or after the announ cement of the convertible note transaction, before the fili ng or after the filing of the registration statement, etc.). 10. Please provide us, with a view toward disclosure in the prospectus, with: • a materially complete description of the relationships and arrangements that have existed in the past three years or are to be performed in the future between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders , or any person with whom any selling shareholder has a contractual relationsh ip regarding the transaction (or any predecessors of those persons) – the in formation provided should include, in reasonable detail, a complete descripti on of the rights and obligations of the parties in connection with the sale of the convertible notes; and • copies of all agreements between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling share holder has a contractual relationship regarding the transaction (or any predece ssors of those persons) in connection with the sale of the convertible notes. If it is your view th at such a description of the relationships and arrangements between and among those parties already
2009-05-01 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm May 1, 2009 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 RE: Allegiant Travel Company Registration Statement on Form S-3 (Registration Statement No. 333-153282) Ladies and Gentlemen: We hereby request that the above-referenced Registration Statement be declared effective at 4:30 p.m. on Monday, May 4, 2009, or as soon thereafter as practicable. In making this request, Allegiant Travel Company (the “Company”) acknowledges 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, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. · The Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States. Very truly yours, /s/ Maurice J. Gallagher, Jr. Maurice J. Gallagher, Jr. Chief Executive Officer cc: Robert B. Goldberg, Esq.
2009-04-30 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 April 30, 2009 Via U.S. Mail Andrew C. Levy Chief Financial Officer and Managing Director - Planning Allegiant Travel Company 8360 South Durango Drive Las Vegas, Nevada 89113 Re: Allegiant Travel Company Amendment No. 2 to Form S-3 Filed April 21, 2009 File No. 333-153282 Dear Mr. Levy: We have reviewed your response to the co mments in our letter dated September 24, 2008 and have the following additional comments. Please note that all page references below correspond to the marked version of your filing. Exhibit 5.1 1. We note the first sentence of the second to last paragraph. Please revise the opinion to delete this qualification on jurisdiction. 2. We note your statement in the second to last paragraph that you do not express any opinion concerning any law other than corporate law provisions of the Nevada Revised Statutes. Please revise to state that your opinion is based on the laws of the State of Nevada. 3. We note your disclosure on page 14 of th e Form S-3 that the indenture and the debt securities and guarantees will be c onstrued in accordance with and governed by the laws of the State of New York. Please provide an opinion with respect to New York law. Andrew C. Levy Allegiant Travel Company April 30, 2009 Page 2 As appropriate, please amend your filing and respond to these comments within ten business days or tell us when you will prov ide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Andrew C. Levy Allegiant Travel Company April 30, 2009 Page 3 You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3313 with any other questions. Regards, Rolaine S. Bancroft Special Counsel cc: Robert B. Goldberg, Esq. Ellis Funk, P.C. Fax: (404) 233-2800
2009-03-03 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Via Facsimile and U.S. Mail Mail Stop 6010
March 2, 2009
Dr. John M. Maraganore Chief Executive Officer Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007 File No. 000-50743
Dear Dr. Maraganore: We have completed our review of your Form 10-K and have no further comments
at this time.
S i n c e r e l y ,
C a r l t o n T a r t a r B r a n c h C h i e f
2009-02-24 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
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February 24, 2009
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 6010
Washington, D.C. 20549
Attention: Christine Allen
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
File No. 000-50743
Ladies and Gentlemen:
On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am writing in response to comments
contained in the letter dated February 20, 2009 (the “Letter”) from Jim B. Rosenberg of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) to John M. Maraganore,
the Company’s Chief Executive Officer. The responses set forth below are keyed to the numbering of
the comments and the headings used in the Letter.
Intellectual Property Related to Fundamental Aspects and Uses of siRNA and RNAi related
Mechanisms, page 18
1.
In response to our previous comment 3, you state that you will include the expiration dates
of patents material to your business in future filings. Please respond with the disclosure
relating to these patents that you propose to include in future filings.
Response:
In response to previous comment 3, the Company intends to include a revised table,
including a column with expiration dates, and revised disclosure substantially similar
to that set forth below in its Form 10-K for the year ended December 31, 2008:
“Intellectual Property Related to Fundamental Aspects and Uses of siRNA and RNAi-related Mechanisms
In this category, we include United States and foreign patents and patent applications that claim
key aspects of siRNA architecture and RNAi-related mechanisms. Specifically included are patents
and patent applications covering targeted cleavage of mRNA directed by RNA-like oligonucleotides,
double-stranded RNAs of particular lengths and particular structural features,
Securities and Exchange Commission
February 24, 2009
Page 2
such as blunt and/or overhanging ends. Our strategy has been to secure exclusive rights where
possible and appropriate to key patents and patent applications we believe cover fundamental
aspects of RNAi. The following table lists patents and/or patent applications to which we have
secured rights that we regard as being fundamental for the use of siRNAs as therapeutics.
Licensor/Patent
First Priority
Status
Owner
Subject Matter
Date
Inventors
Patent Number
Expiration Date*
Alnylam Rights
Isis
Inactivation of
target mRNA
6/6/1996 and
6/6/1997
S. Crooke
U.S. 5,898,031,
U.S. 6,107,094 &
U.S. 7,432,250
06/06/2016
Exclusive rights
for therapeutic
purposes related to
siRNAs**
EP 0928290
06/06/2017
Additional applications pending in the
U.S. and several foreign jurisdictions
Carnegie
Institution of
Washington
Double-stranded
RNAs to induce RNAi
12/23/1997
A. Fire,
C. Mello
U.S. 6,506,559
12/18/2018
Non-exclusive
rights for
therapeutic
purposes
Additional applications pending in the
U.S. and several foreign jurisdictions
Medical College of
Georgia Research
Institute, Inc.
Methods for
inhibiting gene
expression using
double-stranded RNA
1/28/1999
Y. Li, M, Farrell,
M. Kirby
AU 776150
(Australia)
1/28/2020
Exclusive rights
Additional applications pending in the
U.S., Europe and Canada
Alnylam
Small double-
stranded RNAs as therapeutic
products
1/30/1999
R. Kreutzer, S.
Limmer
EP 1214945
(revoked/to be
appealed) & EP
1550719,
CA 2359180
(Canada),
AU 778474
(Australia),
ZA 2001/5909 (South Africa)
DE 20023125 U1, DE
10066235 & DE
10080167 (Germany)
01/29/2020
Owned
Additional applications pending in the
U.S. and several foreign jurisdictions
Alnylam
Composition and
methods for
inhibiting a target
nucleic acid with
double-stranded RNA
4/21/1999
C. Pachuk, C.
Satishchandran
AU 781598
(Australia)
4/19/2020
Owned
Additional applications pending in the
U.S. and many other additional countries
worldwide
Cancer Research
Technology Limited
RNAi uses in
mammalian oocytes,
preimplantation
embryos and somatic
cells
11/19/1999
M. Zernicka-Goetz,
M.J. Evans, D.M.
Glover
EP 1230375
(revoked/to be
appealed), SG 89569
(Singapore),
AU 774285
(Australia)
11/17/2020
Exclusive rights
for therapeutic
purposes
Additional applications pending in the
U.S. and several foreign jurisdictions
Securities and Exchange Commission
February 24, 2009
Page 3
Licensor/Patent
First Priority
Status
Owner
Subject Matter
Date
Inventors
Patent Number
Expiration Date*
Alnylam Rights
Massachusetts
Institute of
Technology,
Whitehead
Institute, Max
Planck
Gesellschaft***
Mediation of RNAi
by small RNAs 21-23
base pairs long
3/30/2000
D.P. Bartel, P.A.
Sharp, T. Tuschl,
P.D. Zamore
AU 2001249622
(Australia)
03/30/2020
Non-exclusive
rights for
therapeutic
purposes***
Additional applications pending in the
U.S. and many other additional countries
worldwide
Max Planck
Gesellschaft
Synthetic and
chemically modified
siRNAs as
therapeutic
products
12/01/2000,
04/24/2004 and
04/27/2004
T. Tuschl, S.
Elbashir, W.
Lendeckel
U.S. 7,056,704 &
U.S. 7,078,196,
EP 1407044,
AU 2002235744
(Australia),
ZA 2003/3929 (South
Africa), SG 96891
(Singapore),
NZ 52588 (New
Zealand),
JP 4 095 895,
RU 2322500 (Russia)
11/29/2021
Exclusive rights
for therapeutic
purposes
Additional applications pending in the
U.S. and many other countries worldwide
Alnylam
Methods for
inhibiting a target
nucleic acid via
the introduction of
a vector encoding a
double-stranded RNA
1/31/2001
T. Giordano, C.
Pachuk, C.
Satishchandran
AU 785395
(Australia)
1/31/2021
Owned
Additional applications pending in the
U.S., Australia and Canada
Cold Spring Harbor
Laboratory
RNAi uses in
mammalian cells
3/16/2001
D. Beach, G. Hannon
Pending in the U.S. and many countries
worldwide
Non-exclusive
rights for
therapeutic
purposes
Stanford University
RNAi uses in vivo in mammalian liver
7/23/2001
M.A. Kay, A.P.
McCaffrey
AU 2002326410
(Australia)
7/23/2021
Exclusive rights
for therapeutic
purposes
Additional applications pending in the
U.S. and many other countries worldwide
*
For applications filed after June 7, 1995, the patent term generally
is 20 years from the earliest application filing date. However, under
the Drug Price Competition and Patent Term Extension Act of 1984,
known as the Hatch-Waxman Act, we may be able to apply for patent term
extensions for our U.S. patents. We cannot predict whether or not any
patent term extensions will be granted or the length of any patent
term extension that might be granted.
**
We hold co-exclusive therapeutic rights with Isis. However, Isis has
agreed not to license such rights to any third party, except in the
context of a collaboration in which Isis plays an active role.
***
We hold exclusive rights to the interest owned by three co-owners. A
separate entity, the University of Massachusetts, has licensed its
purported interest separately to third parties.
Intellectual Property Related to Chemical Modifications
Our collaboration and license agreement with Isis provides us with rights to practice the
inventions covered by over 200 issued patents worldwide, as well as rights based on future
chemistry patent applications through March 2009. These patents will expire both in and outside the
United States generally between 2009 and 2029, subject to any potential patent term
Securities and Exchange Commission
February 24, 2009
Page 4
extensions and/or supplemental protection certificates extending such term extensions in countries
where such extensions may become available. These inventions cover chemical modifications we may
wish to incorporate into our RNAi therapeutic products. Under the terms of our license agreement,
Isis agreed not to grant licenses under these patents to any other organization for dsRNA products
designed to work through an RNAi mechanism, except in the context of a collaboration in which Isis
plays an active role.
Intellectual Property Related to siRNAs Directed to Specific Targets
We have filed a number of patent applications claiming specific siRNAs directed to various gene
targets that correlate to specific diseases. While there may be a significant number of competing
applications filed by other organizations claiming siRNAs to treat the same gene target, we were
among the first companies to focus and file on RNAi therapeutics, and thus, we believe that a
number of our patent applications may predate competing applications that others may have filed.
Reflecting this, in August 2005, the EPO granted a broad patent, which we call the Kreutzer-Limmer
II patent, with 103 allowed claims on therapeutic compositions, methods and uses comprising siRNAs
that are complementary to mRNA sequences in over 125 disease target genes. The Kreutzer-Limmer II
patent will expire on January 9, 2022, subject to any potential patent term extensions and/or
supplemental protection certificates extending such term extensions in countries where such
extensions may become available. Some of these claimed gene targets are being pursued by our
development and pre-clinical programs, such as those expressed by viral pathogens including RSV and
influenza virus. In addition, the claimed targets include oncogenes, cytokines, cell adhesion
receptors, angiogenesis targets, apoptosis and cell cycle targets, and additional viral disease
targets, such as hepatitis C virus and HIV. The Kreutzer-Limmer II patent series is pending in the
United States and many foreign countries.”
Material Agreements
2.
We note your response that you analyzed each agreement for materiality and that you
determined that the agreements are not material, and thus do not need to be filed as exhibits
as required by Item 601(b)(10) of Regulation S-K. Please provide us a comprehensive analysis,
including any relevant facts and circumstances you considered, that led to your conclusions
that these agreements are not material.
Response:
Item 601(b)(10)(ii)(B) of Regulation S-K clarifies that if an agreement is such as
ordinarily accompanies the kind of business conducted by the registrant, it will be
deemed to be made in the ordinary course of business, and therefore not required to be
filed, unless the agreement is, among other things, one “upon which the registrant’s
business is substantially dependent.”
The Company has concluded that its license agreements with Tekmira
Pharmaceuticals Corporation (“Tekmira”) and the Massachusetts Institute of
Technology (“MIT”) were made in the ordinary course of the
Securities and Exchange Commission
February 24, 2009
Page 5
Company’s business and that its business is not substantially dependent on
either agreement.
Patent protection is critical to success in the research-based biotechnology
industry. Accordingly, license agreements are very much a part of the
ordinary course of business in the industry. In addition, as disclosed in
its periodic filings, including Forms 10-K and 10-Q, part of the Company’s
strategy is to identify and acquire rights to drug delivery technology for
its RNAi therapeutic candidates. As part of this strategy, the Company has
entered into, and intends to continue to enter into, agreements with respect
to delivery technology. The license agreements with Tekmira and MIT,
pursuant to which the Company has in-licensed delivery technology, are part
of this ordinary course business strategy.
In considering the materiality of license agreements for purposes of the
exhibit requirements under Item 601(b)(10)(ii)(B), the Company considers the
following factors:
•
The impact to the Company’s business (including the freedom to
develop and commercialize RNAi therapeutics and the cost impact) in the
event the license was not available;
•
The applicability of the technology to the Company’s drug
development platform and/or drug development strategy;
•
The stage of development and value of the therapeutic(s) for which
the technology is relevant and the importance of such technology to the
successful development and commercialization of such therapeutics; and
•
The amount and timing of payments under the license agreement.
By definition, the exhibit requirements under Item 601(b)(10)(ii)(B) do not
apply to licenses upon which the Company’s business is not substantially
dependent. The Company acknowledges that its business is substantially
dependent on licenses to fundamental patents applicable to all siRNAs and to
certain chemistry patents broadly applicable to siRNAs. However, the Company
does not currently believe its business is substantially dependent on
licenses to technology, such as the delivery technology in-licensed from
Tekmira and MIT, that is not broadly applicable to siRNAs.
The Company believes it will likely be required to employ a different
delivery technology for each RNAi therapeutic candidate that it develops.
For example, while the Company is currently using the liposomal delivery
technology licensed under the Tekmira agreement in its Phase I ALN-VSP
product candidate, it will not use such technology with its lead product,
Securities and Exchange Commission
February 24, 2009
Page 6
ALN-RSV. Furthermore, the Company does not yet know whether it will
successfully develop any therapies incorporating the technology licensed
under the Tekmira or MIT license agreement. Examples of other drug delivery
technologies that the Company will likely consider utilizing include (i)
polymers, (ii) cholesterol conjugates, (iii) carbohydrate conjugates, (iv)
antibodies and (v) peptides or other proteins.
The annual payments that the Company made to each of Tekmira and MIT
represented less than 2% of the Company’s total operating expenses in 2007
and 2008. Until the Company is required to pay milestones or royalties, as
described below, its annual payment obligations under the agreements will
not increase.
Under the Tekmira agreement, the Company will be required to make
development milestone payments totaling up to $10.0 million, sales milestone
payments totaling up to $6.0 million and royalty payments on sales, if any,
of products using the licensed technology. Under the MIT agreement, the
Company will be required to make development milestone payments totaling up
to $1.25 million and to pay royalties on sales, if any, of products using
the licensed technology. The Company expects that, if and when it is
required to make milestone or royalty payments under either the Tekmira or
MIT agreement, such payments will not represent a material percentage of its
operating expenses or cash, cash equivalents and marketable securities.
Accordingly, the Company does not believe that the payment of development or
sales milestones will be material to its results of operations or financial
condition, especially when considering that the payment of development
milestones would indicate positive developments that could lead to
additional revenue.
The Company expects to explore numerous delivery technologies as it builds
its product pipeline and as drug delivery technologies evolve and also
expects to continue to enter into drug delivery license agreements in the
ordinary course of its business. The Company believes it is unlikely that
any such technology will be broadly applicable to RNAi therapeutics and,
therefore, does not currently anticipate that its business will be
substantially depend
2009-01-22 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
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January 22, 2009
By EDGAR Transmission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 6010
Washington, D.C. 20549
Attention: Christine Allen
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
File No. 000-50743
Ladies and Gentlemen:
On behalf of Alnylam Pharmaceuticals, Inc. (the “Company”), I am writing in response to comments
contained in the letter dated December 9, 2008 (the “Letter”) from Jim B. Rosenberg of the Staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”). The responses set
forth below are keyed to the numbering of the comments and the headings used in the Letter.
Material Agreements
1.
We note that you refer to several agreements throughout your Form 10-K and proxy statement,
most notably the agreements with Tekmira Pharmaceuticals Corporation and the Massachusetts
Institute of Technology. It appears that these agreements may be material to your business,
but they are not filed as exhibits to your Form 10-K. Please explain why you do not believe
that these agreements are material to your business, or, alternatively, please file them as
exhibits to your 10-K.
Response:
The Company analyzes each of its agreements for materiality when it enters into
the agreement. With respect to the Company’s agreements with Tekmira Pharmaceuticals
Corporation (“Tekmira”) and Massachusetts Institute of Technology (“MIT”), the Company
has determined that neither agreement is a material contract required to be filed as an
exhibit under Regulation S-K Item 601(b)(10). The Company is actively working to
extend its capabilities to advance the development and commercialization of its product
candidates. As part of this business plan and as a means of obtaining resources and
funding, the Company enters into technology license and collaboration agreements, such
as the Tekmira and MIT agreements, in the ordinary course of business. Neither the
Tekmira nor the MIT contract falls within any of the enumerated categories under Item
601(b)(10)(ii) that would disqualify them from the ordinary course exception.
Notwithstanding the Company’s determination that the Tekmira and MIT agreements are not
material under Item 601(b)(10), the Company believes that disclosure of these
agreements in
300 Third Street • Cambridge MA, 02142 • main 617.551.8200 • fax 617.551.8101 •
www.alnylam.com
Securities and Exchange Commission
January 22, 2009
Page 2
its Form 10-K and other filings provides meaningful information for investors
regarding the Company’s third-party collaboration efforts.
Strategic Alliances, page 13
2.
Please revise your disclosure in this section to include the following material terms:
Roche, pages 13-14
•
the other therapeutic areas that Roche may expand the license to and the amount
of additional payments they may receive to do so
•
the aggregate development and sales milestone payments
•
the expiration date of the last-to-expire patent covered under the license
agreement
Novartis, pages 14-15
•
aggregate potential research payments and milestone payments
•
additional payments to be made by Novartis upon exercise of the integration
option
•
explanation of the operation of the integration option
•
funding commitments from Novartis for pandemic flu alliance
Biogen Idec, page 16
•
aggregate milestone payments
•
duration and expiration of the agreement
Isis, page 16
•
aggregate developmental and regulatory milestone payments and license fee
•
duration and expiration of the agreement
Response: Roche
•
In response to the Staff’s comment regarding the other therapeutic
areas that Roche may expand the license to and the amount of additional payments
associated with doing so, the Company intends to revise its disclosure regarding
the Roche license and collaboration agreement in its Form 10-K for the year ended
December 31, 2008. Such revised disclosure will be substantially similar to that
set forth below:
“In July 2007, we and, for limited purposes, Alnylam Europe AG, or Alnylam Europe, entered into a
license and collaboration agreement with Roche. Under the license and collaboration agreement,
which became effective in August 2007, we granted Roche a non-exclusive license to our intellectual
property to develop and commercialize therapeutic products that function through RNAi, subject to
our existing contractual obligations to third parties. The license is initially limited to the
therapeutic areas of oncology, respiratory diseases, metabolic diseases and certain liver diseases,
and may be expanded to include up to 18 additional therapeutic areas, comprising all other fields
of human disease, as identified and agreed upon by the parties, upon payment to us by Roche of an
additional $50.0 million for each additional therapeutic area, if any.”
Securities and Exchange Commission
January 22, 2009
Page 3
•
In response to the Staff’s comment regarding the aggregate development
and sales milestone payments, the Company intends to revise its disclosure
regarding the Roche license and collaboration agreement in its Form 10-K for the
year ended December 31, 2008. Such revised disclosure will be substantially
similar to that set forth below:
“In consideration for the rights granted to Roche under the license and collaboration agreement,
Roche paid us $273.5 million in upfront cash payments. In addition, in exchange for our
contributions under the collaboration agreement, for each RNAi therapeutic product successfully
developed by Roche, its affiliates or sublicensees under the collaboration agreement, if any, we
are entitled to receive milestone payments upon achievement of specified development and sales
events, totaling up to an aggregate of $100.0 million per therapeutic target, together with royalty
payments based on worldwide annual net sales, if any. Due to the uncertainty of pharmaceutical
development and the high historical failure rates associated with drug development, we may not
receive any milestone or royalty payments from Roche.”
•
In response to the Staff’s comment regarding the expiration date of the
last-to-expire patent covered under the Roche license and collaboration agreement,
the Company intends to revise its disclosure regarding such agreement in its Form
10-K for the year ended December 31, 2008. Such revised disclosure will be
substantially similar to that set forth below:
“The term of the license and collaboration agreement generally ends upon the later of ten years
from the first commercial sale of a licensed product and the expiration of the last-to-expire
patent covering a licensed product. We estimate that our principal issued patents covered under
the license and collaboration agreement will expire both in and outside the United States generally
between 2016 and 2025, subject to any potential patent term extensions and/or supplemental
protection certificates extending such term extensions in countries where such extensions may
become available.”
Novartis
•
In response to the Staff’s comment regarding the aggregate potential
research payments and milestone payments, the Company intends to revise its
disclosure regarding the Novartis collaboration and license agreement in its Form
10-K for the year ended December 31, 2008. Such revised disclosure will be
substantially similar to that set forth below:
“The collaboration and license agreement includes terms under which Novartis will provide us with
research funding and development and sales milestone payments as well as royalties on annual net
sales of products resulting from the collaboration, if any. The amount of research funding provided by
Novartis under the collaboration and license agreement during the research term is dependent upon
the number of active programs that we are collaborating with them on at any given time and the
number of our employees that are working on those programs, in respect of which Novartis
Securities and Exchange Commission
January 22, 2009
Page 4
reimburses us at an agreed upon rate. Under the terms of the collaboration and license
agreement, Novartis has the right to select up to 30 exclusive targets to include in the
collaboration, which number may be increased to 40 under certain circumstances. For RNAi
therapeutic products successfully developed under the agreement, if any, we would be entitled to
receive milestone payments upon achievement of certain specified development and annual net sales
events, up to an aggregate of $75.0 million per therapeutic target. Due to the uncertainty of
pharmaceutical development and the high historical failure rates associated with drug development,
we may not receive any milestone or royalty payments from Novartis.
Under the terms of the collaboration and license agreement, we retain the right to discover,
develop, commercialize or manufacture compounds that function through the mechanism of RNAi, or
products that contain such compounds as an active ingredient, with respect to targets not selected
by Novartis for inclusion in the collaboration, provided that Novartis has a right of first offer
with respect to an exclusive license for additional targets before we partner any of those
additional targets with third parties.”
•
In response to the Staff’s comment regarding additional payments to be
made by Novartis upon exercise of the integration option, the Company intends to
revise its disclosure regarding the Novartis collaboration and license agreement in
its Form 10-K for the year ended December 31, 2008. Such revised disclosure will
be substantially similar to that set forth below:
“In connection with the exercise of the integration option, Novartis would be required to make
additional payments to us totaling $100.0 million, which payments would include an option exercise
fee, a milestone based on the overall success of the collaboration and pre-paid milestones and
royalties which could become due as a result of future development of products using our
technology.”
•
In response to the Staff’s comment regarding operation of the
integration option, the Company intends to revise its disclosure regarding the
Novartis collaboration and license agreement in its Form 10-K for the year ended
December 31, 2008. Such revised disclosure will be substantially similar to that
set forth below:
“The collaboration and license agreement also provides Novartis with a non-exclusive option to
integrate into its operations our intellectual property relating to RNAi technology, excluding any
technology related to delivery of nucleic acid based molecules. Novartis may exercise this
integration option at any point during the research term, as defined in the collaboration and
license agreement. The research term expires in October 2009 and may be extended until October
2010 at Novartis’ election. In connection with the exercise of the integration option, Novartis
would be required to make additional payments to us totaling $100.0 million, which payments would
include an option exercise fee, a milestone based on the overall success of the collaboration and pre-paid
milestones and royalties which could become due as a result of future development of products using
our technology. The license grant under the integration option, if exercised by Novartis, would be structured
similarly to our non-exclusive platform licenses with Roche and Takeda.”
Securities and Exchange Commission
January 22, 2009
Page 5
•
In response to the Staff’s comment regarding funding commitments from
Novartis for the pandemic flu alliance, the Company intends to revise its
disclosure regarding the Novartis collaboration and license agreement in its Form
10-K for the year ended December 31, 2008. Such revised disclosure will be
substantially similar to that set forth below:
“In February 2006, we entered into the Novartis flu alliance. Under the terms of the Novartis flu
alliance, we and Novartis have joint responsibility for the development of RNAi therapeutics for
pandemic flu. This program was stopped and currently there are no specific resource commitments for
this program.”
Biogen Idec
•
In response to the Staff’s comment regarding the aggregate milestone
payments under the Biogen Idec license and collaboration agreement, the Company
intends to revise its disclosure regarding the agreement in its Form 10-K for the
year ended December 31, 2008. Such revised disclosure will be substantially
similar to that set forth below:
“We received an upfront $5.0 million payment from Biogen Idec. In addition, upon the successful
development and utilization of a product resulting from the collaboration, if any, Biogen Idec
would be required to pay us milestone payments, totaling $51.0 million, and royalty payments on
sales, if any. Due to the uncertainty of pharmaceutical development and the high historical
failure rates associated with drug development, we may not receive any milestone or royalty
payments from Biogen Idec.”
•
In response to the Staff’s comment regarding the duration and
expiration of the Biogen Idec license and collaboration agreement, the Company
intends to revise its disclosure regarding the agreement in its Form 10-K for the
year ended December 31, 2008. Such revised disclosure will be substantially
similar to that set forth below:
“Unless earlier terminated, the collaboration and license agreement will remain in effect until the
expiration of all payment obligations under the agreement. Either we or Biogen Idec may terminate
the agreement in the event that the other party breaches its obligations thereunder. Biogen Idec
may also terminate the agreement, on a country-by-country basis, without cause upon 90 days prior
notice.”
Isis
•
In response to the Staff’s comment regarding aggregate developmental
and regulatory milestone payments and license fee, the Company intends to revise
its disclosure regarding the Isis collaboration and license agreement in its
Securities and Exchange Commission
January 22, 2009
Page 6
Form 10-K for the year ended December 31, 2008. Such revised disclosure
will be substantially similar to that set forth below:
“Under the terms of the Isis agreement, we paid Isis an upfront license fee of $5.0 million. We
also agreed to pay Isis milestone payments, totaling up to approximately $3.4 million, upon the
occurrence of specified development and regulatory events, and royalties on sales, if any, for each
product that we or a collaborator develops using Isis intellectual property.
Isis has agreed to pay us, per therapeutic target, a license fee of $0.5 million, and milestone
payments totaling approximately $3.4 million, payable upon the occurrence of specified development
and regulatory events, and royalties on sales, if any, for each product developed by Isis or a
collaborator that utilizes our intellectual property. Isis initially had the right to elect up to
ten non-exclusive target licenses under the agreement and has the right to purchase one additional
non-exclusive target per year during the term of the collaboration. Due to the uncertainty of
pharmaceutical development and the high historical failure rates associated with drug development,
we may not receive any milestone or royalty payments from Isis or be required to make any milestone
or royalty payments to Isis.”
•
In response to the Staff’s comment regarding the duration and
expiration of the Isis collaboration and license agreement, the Company intends to
revise its disclosure regarding the agreement in its Form 10-K for the year ended
December 31, 2008. Such revised disclosure will be substantially similar to that
set forth below:
“The term of
2008-12-17 - CORRESP - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
CORRESP
1
filename1.htm
corresp
Clark W. Petschek
December 17, 2008
+1 617 526 6443 (t)
+1 617 526 5000 (f)
By EDGAR Submission
clark.petschek@wilmerhale.com
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 6010
Washington, D.C. 20549
Attention: Christine Allen
Re:
Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
File No. 000-50743
Dear Ms. Allen:
Pursuant to our telephone conversation today, I am confirming Alnylam Pharmaceuticals, Inc.’s
request for, and your acceptance of, an extension of time to respond to the comments of the Staff
of the Securities and Exchange Commission in the above referenced matter. As discussed, Alnylam
intends to submit its response not later than January 22, 2009.
Thank you for your consideration in this matter and please feel free to call me at the above number
if you have any questions.
Sincerely,
/s/ Clark W. Petschek
Clark W. Petschek
cc:
Philip T. Chase, Esq.
Lia Der Marderosian, Esq.
Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington
2008-12-09 - UPLOAD - ALNYLAM PHARMACEUTICALS, INC. (ALNY) (CIK 0001178670)
Via Facsimile and U.S. Mail Mail Stop 6010
December 9, 2008
Ms. Patricia Allen Vice President of Finance and Treasurer Alnylam Pharmaceuticals, Inc. 300 Third Street Cambridge, MA 02142
Re: Alnylam Pharmaceuticals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007 File No. 000-50743
Dear Ms. Allen:
We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with information to better understand your
disclosure. Where a comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it. If you do not
believe that revised disclosure is necessary, explain the reason in your response. After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.
Please understand that the purpose of our re view 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.
Material Agreements
1. We note that you refer to several ag reements throughout your Form 10-K and
proxy statement, most notably the agr eements with Tekmira Pharmaceuticals
Corporation and the Massachusetts Institute of Technology. It appears that these
agreements may be material to your business, but they are not f iled as exhibits to
your Form 10-K. Please explain why you do not believe that these agreements
are material to your business, or, alternativ ely, please file them as exhibits to your
10-K.
Ms. Patricia Allen
Alnylam Pharmaceuticals, Inc. December 9, 2008 Page 2
Strategic Alliances, page 13
2. Please revise your disclosure in this s ection to include the following material
terms:
Roche, pages 13-14
• the other therapeutic areas that Roche may expand the license to and the
amount of additional payments they may receive to do so
• the aggregate development and sales milestone payments
• the expiration date of the last-to-e xpire patent covered under the license
agreement
Novartis, pages 14-15
• aggregate potential research payments and milestone payments
• additional payments to be made by Novartis upon exercise of the
integration option
• explanation of the operation of the integration option
• funding commitments from Novartis for pandemic flu alliance
Biogen Idec, page 16
• aggregate milestone payments
• duration and expiration of the agreement
Isis, page 16
• aggregate developmental and regulator y milestone payments and license
fee
• duration and expiration of the agreement
Intellectual Property Related to Fundamental Aspects and Uses of siRNA and RNAi-
related Mechanisms, page 18
3. Please revise the table in this section to include disclosure of the expiration dates
of the various patents.
Note 11. Significant Agreements
Roche Alliance, page 99
4. Your disclosure states “As future milest ones are achieved, and to the extent they
are within the five year term, the am ounts will be recogn ized as revenue
prospectively over the remaining period of performance.” Please revise your
disclosure a) to specify whether and to what extent you recogni ze a portion of the
milestone when achieved including your method for determining the amount recognized and b) to what extent and how you recognize any remaining portion of
the achieved milestone “prospectively over th e remaining period of performance.”
Further, specify the accounting, if different, for the milestones under the other agreements where future milest one payments may be received.
Ms. Patricia Allen
Alnylam Pharmaceuticals, Inc. December 9, 2008 Page 3
* * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Your letter should key your responses to our comments.
Detailed cover letters greatly facilitate our review. Please furnish your letter on EDGAR
under the form type label CORRESP.
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Christine Allen, Staff A ccountant, at (202) 551- 3652 or Lisa
Vanjoske, Assistant Chief Accountant, at (202) 551-3614 if you have any questions
regarding the processing of your response as well as any questions regarding comments
on the financial statements and related matte rs. You may contact Michael Rosenthall,
Staff Attorney, at (202) 551-3674 or Jeffrey Ri edler, Associate Director, at (202) 551-
3715 with questions on any of the other commen ts. In this regard, do not hesitate to
contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg Senior Assistant Chief Accountant
2008-10-06 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561 October 6, 2008 Maurice J. Gallagher, Jr. Chairman of the Board and Chief Executive Officer Allegiant Travel Company 3301 N. Buffalo, Suite B-9 Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2007
Filed March 11, 2008
File No. 001-33166
Dear Mr. Gallagher:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
S i n c e r e l y ,
Max A. Webb
A s s i s t a n t D i r e c t o r cc: Robert B. Goldberg Fax: (404) 233-2188
2008-09-24 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 September 24, 2008 Via U.S. Mail Andrew C. Levy Chief Financial Officer and Managing Director - Planning Allegiant Travel Company 8360 South Durango Drive Las Vegas, Nevada 89113 Re: Allegiant Travel Company Form S-3 Filed August 29, 2008 File No. 333-153282 Dear Mr. Levy: 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 w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, 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 re view 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. Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 2 General 1. Please note that we will not be in a pos ition to declare your filing effective until you have satisfactorily replied to and we have cleared all outstanding comments on your Form 10-K for the fiscal year ended December 31, 2007. 2. Please confirm that at the time of filing a ny prospectus supplement any associated legal opinion will not contain inappropriate assumptions or limitations. Item 16. Exhibits, page II-2 3. We note that the second and forth to last paragraphs in Exhibit 5.1 limit the extent to which persons other than the company may rely upon the opinion of Ellis Funk, P.C. Please delete these paragraphs as they include inapprop riate limitations. Shareholders are entitled to rely on the legal opinion. * * * * * As appropriate, please amend your filing and respond to these comments within ten business days or tell us when you will prov ide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and Andrew C. Levy Allegiant Travel Company September 24, 2008 Page 3 • the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with any other questions. Regards, Amanda McManus Branch Chief – Legal cc: Robert B. Goldberg, Esq. Ellis Funk, P.C. Fax: (404) 233-2800
2008-09-24 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm ELLIS FUNK, P.C. Robert N. Dokson Attorneys At Law Of Counsel: Neal J. Fink One Securities Centre Donald J. Ellis (GA & VA) Robert B. Goldberg (GA & SC) Suite 400 David I. Funk Amy L. Kaye 3490 Piedmont Road, N.E. Russell H. Kasper, P.C. Albert L. Labovitz (GA & AL) Atlanta, Georgia 30305-1743 Jane R. Leitz M. Barry Leitz 404-233-2800 Clay M. White Facsimile 404-233-2188 E-mail: rgoldberg@ellisfunk.com September 24, 2008 Mr. Max Webb Assistant Director United States Securities and Exchange Commission 100 F Street NE Washington, D.C 20549 Re: Form 10-K for the fiscal year ended December 31, 2007 Filed March 11, 2008 Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 001-33166 Dear Mr. Webb: This letter is in response to the Staff’s comment letter issued on July 30, 2008, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”). The following responds to the item numbers in the Staff’s comment letter: Item 1. Business Overview, page 1 1. We note your references to your website throughout your filing. In future filings, please disclose your Internet address and state whether you make available, free of charge, on or through your Internet website your annual report, quarterly reports, current reports, and amendments to those reports as soon as reasonably practicable after you electronically file such material with, or furnished it to, the SEC. Refer to Item 101(e) of Regulation S-K. Company Response: The Company’s website is referred to several times in the Company’s proxy statement, in which the Company indicates that the Company’s proxy statement and annual report are available on the website. The Company does, in fact, make available its SEC reports on its website. In future filings, the Company will disclose its Internet address in its Form 10-K and will indicate that its annual report, quarterly reports, current reports and amendments to those reports will be made available through its Internet website as soon as reasonably practicable after electronically filed with or furnished to the SEC. Item 1A. Risk Factors, page 16 2. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the significant risk factors or revise to clarify that you have discussed all known material risks. Company Response: In the introductory paragraph to “Risk Factors” in future filings, the Company will remove references indicating the Company faces other risks not being discussed. Item 11. Executive Compensation, page 84 3. We note your disclosure on page 18 of your Definitive Proxy Statement that Mr. Gallagher is expected to provide input to the compensation committee in making compensation decisions for your executive officers. In future filings, please disclose in reasonably complete detail Mr. Gallagher’s role in your compensation processes and his input during the crafting of compensation packages. Refer to Item 402(b)(2)(xv) of Regulation S-K. Company Response: In future filings, the compensation discussion and analysis will more thoroughly describe (in reasonably complete detail) Mr. Gallagher’s role in establishing the compensation packages for other executive officers. 4. We note your disclosure on page 18 of your Definitive Proxy Statement that you consider the base salaries for your managing directors to be in line with the base salaries generally paid to equivalent officers at other similarly sized companies in your industry. In future filings, please identify the companies to which you benchmark and disclose the degree to which the compensation committee considers such companies comparable to you. Refer to Item 402(b)(2)(xiv) of Regulation S-K. Company Response: In future filings, the compensation discussion and analysis will identify any companies used to benchmark the compensation of the Company’s officers and the basis for using such companies as comparable companies (to the extent the Compensation Committee actually uses other companies as benchmarks during the period being discussed). 2 5. We note your disclosure regarding your Annual Discretionary Incentive Cash Bonus Program. In future filings, please provide a qualitative and a quantitative discussion of the performance measures to be achieved in order for your employees, including named executive officers and management employees, to earn performance-related compensation. We would expect to see the specific company financial goals, key operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards are specifically structured around such performance goals. Please note that qualitative measures generally need to be presented to conform to the requirements of Item 402(b)(2)(v) of Regulation S-K. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that to the extent that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient. Company Response: The Company acknowledges the Staff’s comment. Please note that the Company’s 2008 proxy statement discloses the only quantitative aspects of the discretionary incentive cash bonus program–that is, the Company’s operating income must exceed 5% of revenue for the year and the bonus pool will not exceed 10% of operating income. Subject to those quantitative features and limits, the Company’s Compensation Committee then determines the amount of bonus pool and its allocation among eligible employees without regard to any objective, predetermined individual performance criteria. Nevertheless, in future filings, the Company will expand the discussion of the qualitative factors used to determine the size and allocation of the bonus pool. 6. In future filings, please provide a narrative disclosure to your Summary Compensation Table and Grants of Plan-Based Awards Table, including, but not limited to, a description of the material terms of each named executive officer’s employment agreement or arrangement and an explanation of the amount of salary and bonus in proportion to total compensation. Refer to Item 402(e) of Regulation S-K. Company Response: In future filings, the Company will provide a narrative description of material factors necessary to an understanding of the information included in the Summary Compensation Table and Grants of Plan-Based Awards Table. The narrative will include reference to the named executive officer’s employment agreement, if applicable, and an explanation of the amount of salary and bonus in proportion to total compensation. 3 Signatures, page 87 7. Please have your controller or principal accounting officer sign your filing. Company Response: The Company will have its principal accounting officer sign its annual reports on Form 10-K in the future. The Company hereby acknowledges that: • The Company is responsible for the adequacy and accuracy of the disclosure in the filing of its periodic reports and proxy statements; • SEC staff comments or changes in disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing; and • The Company may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States. Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter. Sincerely, /s/ Robert B. Goldberg Robert B. Goldberg RBG:jll cc: Maurice J. Gallagher, Jr. Andrew C. Levy 4
2008-07-30 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 July 30, 2008 Maurice J. Gallagher, Jr. Chairman of the Board and Chief Executive Officer Allegiant Travel Company 3301 N. Buffalo, Suite B-9 Las Vegas, Nevada 89129 Re: Allegiant Travel Company Form 10-K for the fiscal year ended December 31, 2007 Filed March 11, 2008 Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 001-33166 Dear Mr. Gallagher: We have reviewed your filing and have the following comments. Unless otherwise indicated, we think you should revi se your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comments are 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. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view 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. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropr iate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days. Maurice J. Gallagher, Jr. Allegiant Travel Company July 30, 2008 Page 2 Form 10-K Item 1. Business Overview, page 1 1. We note your references to your website th roughout your filing. In future filings, please disclose your Internet address and state whether you make available, free of charge, on or through your Internet website your annual report, quarterly reports, current reports, and amendments to those reports as soon as reasonably practicable after you electronically file such material with, or furnished it to, the SEC. Refer to Item 101(e) of Regulation S-K. Item 1A. Risk Factors, page 16 2. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the significant risk factors or revise to clarify that you have discussed all known material risks. Item 11. Executive Compensation, page 84 3. We note your disclosure on page 18 of your Definitive Proxy Statement that Mr. Gallagher is expected to provide input to the compensation committee in making compensation decisions for your executive officers. In future filings, please disclose in reasonably comp lete detail Mr. Gallagher’s role in your compensation processes and his input duri ng the crafting of compensation packages. Refer to Item 402(b)(2)(xv) of Regulation S-K. 4. We note your disclosure on page 18 of your Definitive Proxy Statement that you consider the base salaries for your managi ng directors to be in line with the base salaries generally paid to equivalent officers at other similarly sized companies in your industry. In future filings, please identify the companies to which you benchmark and disclose the degree to which the compensation committee considers such companies comparable to you. Refer to Item 402(b)(2)(xiv) of Regulation S-K. 5. We note your disclosure regarding your Annual Discretionary Incentive Cash Bonus Program. In future filings, please provide a qualitative and a quantitative discussion of the performance measures to be achieved in order for your employees, including named executive officers and management employees, to earn performance-related compensation. We would expect to see the specific company financial goals, key operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards are specifi cally structured around such performance goals. Please note that qualitative measur es generally need to be presented to conform to the requirements of Item 402( b)(2)(v) of Regulation S-K. To the Maurice J. Gallagher, Jr. Allegiant Travel Company July 30, 2008 Page 3 extent you believe that disclosure of the targets is not requir ed because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that to the extent that you have an appropriate basis for omitti ng the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other fact ors. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or indi vidually are not sufficient. 6. In future filings, please provide a na rrative disclosure to your Summary Compensation Table and Grants of Plan-B ased Awards Table, including, but not limited to, a description of the material terms of each named executive officer’s employment agreement or arrangement and an explanation of the amount of salary and bonus in propor tion to total compensation. Refer to Item 402(e) of Regulation S-K. Signatures, page 87 7. Please have your controller or princi pal accounting officer sign your filing. * * * * * 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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. Maurice J. Gallagher, Jr. Allegiant Travel Company July 30, 2008 Page 4 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. If you have any questions regarding these comments, you may contact Michelle Lacko at (202) 551-3240. If you need further assistance , you may contact me at (202) 551-3750. R e g a r d s , M a x A . W e b b A s s i s t a n t D i r e c t o r
2008-05-15 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 6010 May 15, 2008 Mr. Christopher C. Camut Chief Financial Officer and Secretary PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD 21401 Re: PharmAthene, Inc. Preliminary Proxy Statement on Schedule 14A Filed on April 29, 2008 File Number 001-32587 Dear Mr. Camut: We have completed our review of your proxy statement and have no further comments at this time. Please contact Sonia Barros at (202) 551-3655 with any questions. S i n c e r e l y , J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r cc: Jeffrey A. Baumel, Esq. Sonnenschein Nath & Rosenthal LLP 101 JFK Parkway Short Hills, NJ 07078
2008-05-07 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Michele Vaillant
Partner
T.
973.639.2011
F.
973.297.3826
mvaillant@mccarter.com
McCarter &
English, LLP
Four
Gateway Center
100
Mulberry Street
Newark,
NJ 07102
T.
973.622.4444
F.
973.624.7070
www.mccarter.com
May 7, 2008
VIA EDGAR
United States Securities and Exchange Commission
Office of Emerging Growth Companies
100 F Street, NE - Mail Stop 6010
Washington, D.C. 20549
Attn: Mr. Jeffrey Riedler
Ms. Sonia Barros
Re:
PharmAthene, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on April 29, 2008
File No. 001-32587
Dear Sir and Madam:
On behalf of PharmAthene, Inc. (the “Company”), we hereby submit
the Company’s response to the Staff’s comment contained in the letter, dated May 2,
2008, from Jeffrey Riedler. For
convenience, the comment is set forth below followed by the Company’s response.
Proxy Card
1. Please provide for a mechanism enabling a
noteholder to vote for some nominees for director and vote against other
nominees for director. See Rule 14a-4(b)(2).
The Noteholder Proxy Card has
been revised to provide a mechanism enabling a Noteholder to vote for some
nominees for director and vote against other nominees for director in
accordance with Rule 14a-4(b)(2). A
clean and a marked version of the revised Noteholder Proxy Card are provided
together with this letter for consideration.
The Company’s representation letter is also provided.
Please contact the undersigned at 973-639-2011 to discuss any further
comments in this regard. Thank you.
Very truly
yours.
/s/ Michele
F. Vaillant
Michele F.
Vaillant
cc: David P. Wright, President
and
CEO
PHARMATHENE, INC.
ANNUAL
MEETING OF STOCKHOLDERS
Friday, June 13,
2008
10:00 a.m. New York Time
THE BEAR
STEARNS COMPANIES, INC.
383 Madison Avenue
New York,
NY 10179
8% Convertible Notes issued August 3, 2007
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, MD 21401
proxy
For The
Annual Meeting To Be Held June 13, 2008
The undersigned hereby constitutes and appoints John
Pappajohn and David P. Wright, and each of them, attorneys and agents, with
full power of substitution, to vote as proxy all 8% Convertible Notes issued August 3,
2007 of PharmAthene, Inc.(the “Company”) standing in the name of the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the offices of The Bear Stearns Companies, Inc. located at 383 Madison
Avenue, New York, New York 10179 at 10:00 a.m., New York time, on Friday, June 13,
2008, and at any adjournment or postponement thereof, in accordance with the
instructions noted below, and with discretionary authority with respect to such
other matters as may properly come before such meeting or any adjournment or
postponement thereof. Receipt of notice of such meeting and the Proxy Statement
therefor dated May , 2008 is hereby acknowledged.
This Proxy will be voted in
accordance with the Noteholder’s specifications hereon. In the absence of any
such specification, this Proxy will be voted:
·
“FOR” James H. Cavanaugh, Ph.D.,
Elizabeth Czerepak and Steven St. Peter as Directors of the Company.
The undersigned hereby revokes any
proxies heretofore given and directs said attorneys to act or vote as follows:
1. Election of directors:
01
James H. Cavanaugh, Ph.D.
02
Elizabeth Czerepak
o
Vote
FOR all
nominees
o
Vote
WITHHOLD
AUTHORITY to vote
03
Steven St. Peter
listed
(except as marked)
for all nominees
listed
FOR all nominees listed, except
that authority to vote withheld for the following nominee(s): Write the
number(s) of the nominee(s) in the box provided to the right.
1. Proposal to elect James H. Cavanaugh,
Ph.D., Elizabeth Czerepak and Steven St. Peter to the Board of Directors of the Company.
o
For
o
Against
THIS PROXY IS SOLICITED ON BEHALF
OF THE HOLDERS OF THE COMPANY’S 8% CONVERTIBLE NOTES ISSUED AUGUST 3, 2007
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON
THE CARD
Date
Signature(s)
NOTE: When shares are held by joint tenants, both should sign. When
signing as attorney, trustee, administrator, executor, guardian, etc., please
indicate your full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in full partnership name by authorized person.
Please complete and date this proxy and return it
promptly
in the enclosed postage-prepaid envelope.
PHARMATHENE,
INC.
ANNUAL
MEETING OF STOCKHOLDERS
Friday, June 13,
2008
10:00 a.m.
New York Time
THE BEAR
STEARNS COMPANIES, INC.
383 Madison
Avenue
New York,
NY 10179
8% Convertible Notes issued August 3, 2007
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, MD 21401
proxy
For The
Annual Meeting To Be Held June 13, 2008
The undersigned hereby constitutes and appoints John
Pappajohn and David P. Wright, and each of them, attorneys and agents, with
full power of substitution, to vote as proxy all 8% Convertible Notes issued August 3,
2007 of PharmAthene, Inc.(the “Company”)
standing in the name of the undersigned at the Annual Meeting of Stockholders
of the Company to be held at the offices of The Bear Stearns Companies, Inc.
located at 383 Madison Avenue, New York, New York 10179 at 10:00 a.m., New
York time, on Friday, June 13, 2008, and at any adjournment or
postponement thereof, in accordance with the instructions noted below, and with
discretionary authority with respect to such other matters as may properly come
before such meeting or any adjournment or postponement thereof. Receipt of
notice of such meeting and the Proxy Statement therefor dated May ,
2008 is hereby acknowledged.
This Proxy will be voted in accordance with the Noteholder’s
specifications hereon. In the absence of any such specification, this Proxy
will be voted:
·
“FOR” James H. Cavanaugh, Ph.D., Elizabeth Czerepak
and Steven St. Peter as Directors of the Company.
The undersigned hereby revokes any
proxies heretofore given and directs said attorneys to act or vote as follows:
1. Election
of directors:
01 James H. Cavanaugh, Ph.D.
03 Steven St. Peter
02 Elizabeth Czerepak
o
Vote FOR all nominees listed (except as marked)
o
Vote WITHHOLD AUTHORITY to vote for all nominees
listed
FOR all nominees listed, except that authority to
vote withheld for the following nominee(s): Write the number(s) of the
nominee(s) in the box provided to the right.
THIS PROXY IS SOLICITED ON BEHALF OF THE HOLDERS OF
THE COMPANY’S 8% CONVERTIBLE NOTES ISSUED AUGUST 3, 2007
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON THE CARD
Date
Signature(s)
NOTE: When shares are held by joint tenants, both should sign. When
signing as attorney, trustee, administrator, executor, guardian, etc., please
indicate your full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in full partnership name by authorized person.
Please complete
and date this proxy and return it promptly
in the
enclosed postage-prepaid envelope.
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, Maryland 21401
May 5, 2008
VIA EDGAR
United States Securities and Exchange Commission
Office of Emerging Growth Companies
100 F Street, NE - Mail Stop 6010
Washington, D.C. 20549
Attn: Mr. Jeffrey
Reidler
Ms. Sonia Barros
Re:
PharmAthene, Inc.
Preliminary Proxy Statement
Filed on April 29, 2008
File No. 1-32587
Dear Sir and Madam:
Pursuant to the letter from the Staff, dated May 2, 2008,
PharmAthene, Inc. (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.
In addition, we understand and acknowledgement that that the Division
of Enforcement has access to all information which we have provided to the
Staff of the Division of Corporation Finance in its review of our filing or in
response to SEC comments on our filing.
Sincerely,
PharmAthene, Inc.
By:
/s/David P. Wright
David P. Wright
President and Chief Executive Officer
2008-05-02 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 6010 May 2, 2008 Mr. Christopher C. Camut Chief Financial Officer and Secretary PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD 21401
Re: PharmAthene, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on April 29, 2008 File Number 001-32587
Dear Mr. Camut:
This is to advise you that we have limited our review of the above proxy statement to the
issues identified below. We will make no further review of this filing.
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 supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Proxy Card
1. Please provide for a mechanism enabling a noteholder to vote for some nominees for director and vote against other nominees for director. See Rule 14a-4(b)(2).
As appropriate, please revise your proxy statement in response to this comment. You may wish to provide us with marked copies of the revised document to expedite our review. Please furnish a response letter that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Mr. Christopher C. Camut
PharmAthene, Inc. May 2, 2008 Page 2 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 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 in the filings reviewed by the staff 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.
Please contact Sonia Barros at (202) 551-3655 with any questions.
S i n c e r e l y , J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r cc: Jeffrey A. Baumel, Esq.
McCarter & English, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102
2008-04-08 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 February 14, 2008 Lars Westerberg Chief Executive Officer Autoliv, Inc. World Trade Center, Klarabergsviadukten 70, SE-107 24 Stockholm, Sweden Re: Autoliv, Inc. File Number: 001-12933 Form 10-K for the fiscal year ended December 31, 2006 Dear Mr. Westerberg: We have completed our legal review of your Form 10-K for the fiscal year December 31, 2006 and related disclosure, and we have no further comments at this time. Please note that the company is responsib le for the adequacy and accuracy of the disclosure in its filing. We are not approving any proposed disclosure you may have included in your response lette r or any disclosure you include in your future filings in response to our comments. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact me at (202) 551-3314 with any other questions. Sincerely, Daniel Morris Attorney-Advisor
2008-01-25 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP
1
filename1.htm
a5593339.htm
January
25,
2008
VIA
EDGAR
and FEDEX
United
States Securities and Exchange
Commission
Division
of Corporation
Finance
100
F Street,
N.E.
Washington,
D.C.
20549-3628
Attention: Hanna
Teshome
Re:
Autoliv,
Inc.
File
Number:
001-12933
Form
10-K for
the fiscal year ended December 31,
2006
Dear
Ms.
Teshome:
On
behalf of Autoliv, Inc.
(the “Company”),
I
am respectfully responding to the comments
received on January 15,
2008from
the staff of the Securities and
Exchange Commission (the
“Staff”)
regarding the Company’s
definitive proxy statement
filed on March 8,
2007.
For
ease of
review, I have set forth below each of the numbered comments of the Staff’s
letter and the Company’s responses thereto.
Compensation
Discussion & Analysis
1.
Please
provide an expanded analysis
of the elements
and levels of compensation paid to the named executive officers.
Throughout your Compensation Discussion and Analysis, and as to each
compensation element, you should provide an analysis of how you arrived
at
and why you paid
each particular level and
form of compensation for 2006. Your Compensation Discussion and Analysis
should provide investors with an understanding of the specific factors
considered by the committee in ultimately approving particular pieces
of
each named
executive officer’s
compensation package and it
should describe the reasons why the committee believes that the amounts
paid to each named executive officer are appropriate in light of
the
various items it considered in making specific compensation
decisions.
Item 402(b)(2) of
Regulation S-K sets forth examples of material information that
could be appropriate
for discussion
in
compensation
discussion and analysis. Please give
appropriate
consideration to how these topics are applicable to your executive
compensation
program
and revise your disclosure
accordingly.
Response: The
Company
respectfully submits that in future filings the Company will expand the analysis
of the elements and levels of compensation paid to the named executive officers,
will provide an analysis of how
the
Company arrived at and paid each
particular
level and form of compensation,
will describe the specific
factors considered by the
committee in ultimately approving particular pieces of each named executive
officer’s
compensation package,
and will describe
the reasons why the committee
believes that the amounts paid to each named executive officer are appropriate
in light of the various items it considered in making specific compensation
decisions. In addition, the
Company respectfully
submits that in future filings the Company will give appropriate consideration to how
the
topics in Item 402(b)(2) of
Regulation S-K are
applicable to the
Company’s
executive compensation program and will
revise its
disclosure accordingly.
2.
Your
disclosure indicates
that you rely on
certain benchmark companies for guidance in setting your
compensation. Please
revise your
disclosure in future filings to identify the companies to which you
benchmark your compensation. If you have benchmarked
different elements
of
your compensation against different benchmarking groups, please identify
the companies that comprise each group. Refer to Item
402(b)(2)(xiv) of Regulation S-K. Furthermore, please discuss
where you target each element of compensation against
the peer companies and where
actual payments fall within targeted parameters. To the extent
actual compensation was outside a targeted percentile range, please
explain why.
Response: The
Company
respectfully submits that in future filings the Company will identify the
companies in the Company’s designated peer group and will discuss where the
Company targets each relevant element of compensation against the peer companies
and where actual payments fall within targeted parameters. To the
extent actual compensation was outside a targeted percentile range, the Company
will explain why.
*
* *
The
Company acknowledges that
it 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 it
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
do not hesitate to contact me by
telephone at 011
46 8 587
20
608, by fax
at 011
46 8 587
20 633,
or by email lars.sjobring@autoliv.com with
any questions or comments regarding
this correspondence.
Very
truly yours,
Lars
Sjöbring
Vice
President Legal
Affairs,
General
Counsel and
Secretary
cc:
Lars
Westerberg, Chairman,
Autoliv,
Inc.
James
M. Ringler, Chairman of the
Compensation Committee, Autoliv,
Inc.
Jan
Carlson, President
and CEO, Autoliv,
Inc.
2007-07-19 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561 July 13, 2007
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp 2116 Financial Center 666 Walnut Street Des Moines, Iowa 50309
Re: Healthcare Acquisition Corp
Preliminary Proxy Statement Filed on July 13, 2007 File No. 1-32587
Dear Mr. Pappajohn:
We have reviewed your filing 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 on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter. Future Cash Needs, page 112
1. Please briefly indicate the basis for the belief that PharmAthene will be the
recipient of all future grant funds to be received from the United States Government.
Collaborations, page 122
2. We note the disclosure concerning your relationship with Medarex. Please
revise to indicate the amount of the milestone payment PharmAthene is required to make to achieve a 50% profit share in the collaboration agreement.
General
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp July 13, 2007 Page 2
As appropriate, please amend your proxy statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment 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 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. You may contact David Walz at (202) 551-3358 if you have questions regarding
comments on the financial statements and related matters. Please contact Duc Dang at (202) 551-3386 or David Link, who supervised the review of your filing, at (202) 551-
3790 with any other questions.
Sincerely,
John Reynolds, Assistant Director Office of Emerging Growth Companies
cc: Brian Daughney (212) 370-7889
2007-07-13 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Unassociated Document
Healthcare
Acquisition Corp
2116
Financial Center
666
Walnut Street
Des
Moines, Iowa 50309
July
13,
2007
VIA
EDGAR
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
100
F
Street, NE - Mail Stop 3561
Washington,
D.C. 20549
Attn: Mr.
Duc
Dang
Re:
Healthcare
Acquisition Corp
Preliminary
Proxy Statement Amendment No. 4
Filed
on July 12, 2007
File
No. 1-32587
Mr.
Dang:
Pursuant
to the comment letter from the Staff dated July 11, 2007, Healthcare Acquisition
Corp. (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.
In
addition, we understand and acknowledgement that that the Division of
Enforcement has access to all information which we have provided to the staff
of
the Division of Corporation Finance in its review of our filing or in response
to SEC comments on our filing.
Sincerely,
Healthcare
Acquisition Corp.
By:/S/
Matthew
Kinley
Matthew
Kinley
President
2007-07-12 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Ellenoff
Grossman & Schole LLP
370
Lexington Avenue - 19th
Floor
New
York, New York 10017
Tel.
No.: 212-370-1300
Fax
No.: 212-370-7889
July
12,
2007
VIA
EDGAR
Mr.
John
Pappajohn, Chairman of the Board
Healthcare
Acquisition Corp
2116
Financial Center
666
Walnut Street
Des
Moines, Iowa 50309
Re:
Healthcare
Acquisition Corp
Preliminary
Proxy Statement Amendment No. 3
Filed
on June 29, 2007
File
No. 1-32587
Ladies
and Gentlemen:
On
behalf
of Healthcare Acquisition Corp. (the “Company”
or
“HAQ”)
we are
submitting our response to the Staff’s comments in a letter from John Reynolds,
Assistant Director, dated July 11, 2007 addressed to John Pappajohn, Chairman
of
the Board of the Company. Set forth below is the actual Staff comment and
our response.
As
we
have indicated in our telephone conversations with the Staff, we appreciate
any
assistance that the Staff can provide to complete this review. As we have
previously advised, HAQ must complete the acquisition before August 3, 2007
or
it will be required to liquidate. We must provide at least 10 days notice
to stockholders of the meeting, and given the time necessary to print the
proxy statement and mail, we must clear the review process by mid-morning on
Friday in order to hold our meeting date on July 27th. We have also attached
the
actual pages which have changed in accordance with our responses below to assist
you in your review.
General
1.
We
note your response to comments seven and eight of our letter dated
June
26, 2007 and the additional disclosure on pages 66 and 68. The additional
disclosure states that your management believes that the revenue
projections provided by PharmAthene were prepared using similar criteria
and methods considered by research analyst. Please revise to clarify
the
basis and confirm if the companies with drugs not yet marketable
also rely
on estimates of possible sales to SNS.
We
have
revised the disclosure as requested. Specifically, we have added language
at page 66 of the Proxy Statement to include the following
statements:
Management
of HAQ reviewed several publicly available research reports prepared by third
party analysts regarding the peer group companies and compared the criteria
utilized in these reports to the criteria utilized by PharmAthene in its
projections. At least two of the reports included discussions of estimates
related to potential revenues of the peer group companies for product
undertakings in the bio defense arena for their products to U.S. government
agencies, including the United States Strategic National Stockpile. The analyst
reports contained summaries of the businesses of the peer group
companies, and their significant products under development,
projections for existing and future products, potential grants and research
contracts, pending research and development projects, potential financial
milestones and related materials. HAQ’s management determined that the criteria
utilized by PharmAthene in preparing its projections were similar to those
considered by third party industry analysts for publicly traded companies within
the peer group.
As
supplemental information in response to the Staff’s comment, we advise the Staff
HAQ’s management reviewed the following research reports:
·
a
research report on SIGA Technologies, Inc. dated November 22, 2006
prepared by Advent Financial;
·
a
research report on Avi BioPharma, Inc. dated November 16, 2006
prepared by
Rodmen & Renshaw;
·
two
research reports on BioCryst Pharmaceuticals dated February 17,
2006 and
August 10, 2006, respectively, prepared by C. E. Unterberg, Towbin
and
Rodman and Renshaw, respectively;
and
·
a
research report on AVI BioPharma, Inc. dated August 9, 2006, prepared
by
Rodman and Renshaw.
2.
In
connection with the preceding comment, please revise to clarify if
you
received any direct indication from SNS that they would purchase
your
products.
We
have
revised the disclosure as requested. Specifically, we have added additional
language at page 70 of the Proxy Statement to include the following
statement:
Although
management of PharmAthene has engaged in discussions with the Department of
Homeland Security and the Department of Health and Human Services regarding
its
products and their potential efficacy in addressing national bioterrorism
concerns, PharmAthene has not received any definitive indications or statements
or commitments from the SNS that it will make purchases from PharmAthene.
3.
We
note the additional disclosure on page 69 in response to comment
12 of our
letter dated June 26, 2007. Please revise to clarify how you “tempered
such consideration” because of the different rights and abilities of the
private investors versus common stock holders. In that regard, reconcile
the “tempering” with the fact that the target based the share price on the
price of the preferred securities.
We
have revised the disclosure as requested. Specifically, we have added additional
language at pages 71 to 72 to include the following
statements:
HAQ’s
management
recognized that although holders of preferred stock may allocate a greater
value
to preferred shares than common shares because of certain of their control
provisions, they also recognized that such advantages generally are more
important in allocating relative value among equity holders rather than as
a
factor in adjusting total valuation for a company. In addition, at the time
of
the Series C financing, the holders of Preferred Stock held more than 86% of
the
total as converted capitalization of PharmAthene, so that the relative
preferential value that might ordinarily be ascribed to preferred stock is
not
as relevant in PharmAthene’s case. Therefore, HAQ’s Board believed that the
valuation of PharmAthene established by the preferred stockholders provided
a
fair basis for evaluating valuation.
We
have
also removed the word “tempering” and replaced it with “balancing”.
4.
We
note the proposed disclosure concerning your relationship with Medarex.
What you have disclosed does not appear to discuss the principal
and
material terms of the agreement. Please revise to disclose
all
material terms of your agreement with Medarex. Specifically address
how
profits will be shared with Medarex or provide us with an analysis
why
this information is not material to an investor. Please revise
accordingly.
In
response to Staff's comment we have added to the discussion at pages 122 to
123
of the Proxy Statement disclosure of the material terms of the agreement with
Medarex.
PharmAthene
entered into a collaboration agreement with Medarex in November 2004 to
co-develop Valortim(tm) as a therapeutic for individuals infected with anthrax
as well as for prophylactic treatment of individuals exposed to anthrax.
In
2004, under the terms of the collaboration agreement, Medarex received an
initial payment of two million dollars ($2,000,000) from PharmAthene to fund
planned development activities. Under the collaboration agreement, PharmAthene
is responsible for funding all research and development and commercialization
activities that exceed current and future government funding. The collaboration
agreement provides that Medarex and PharmAthene will share operating profits
according to a formula such that PharmAthene’s share of the operating profits
could increase from an initial level of 20% to as high as 60% generally as
follows: (i) upon execution of the collaboration agreement and the $2 million
initial payment, PharmAthene’s profit share was 20%; (ii) in order to maintain
its 20% profit share PharmAthene is required to contribute funding in an
amount
equivalent to the funding provided by the U.S. Government to Medarex via
grants
awarded to fund Valortim(tm) development work (approximately $7.2 million);
(iii) PharmAthene’s share of operating profits will increase to 50% if a
contract for the procurement of Valortim(tm) is entered into with the U.S.
Government and PharmAthene has satisfied its obligation under (ii) above;
and
(iv) PharmAthene’s share of the operating profits can increase by 10% for every
$5 million of funding provided by PharmAthene over and above the initial
payment
of $2 million and the amount that it provides as funding in excess of the
matching by PharmAthene of funds provided to Medarex under (ii) above.
PharmAthene’s aggregate share of the operating profits is capped at 50% if the
condition under (iii) is not satisfied and 60% if it is satisfied. Should
the
parties enter into a contract for the procurement of Valortim(tm) with the
U.S.
Government prior to PharmAthene satisfying its obligation under (ii) above,
PharmAthene is required to make a milestone payment to Medarex in order to
achieve a 50% profit share in the program. Prior to distribution of operating
profits, each party is entitled to reimbursement of research and development
expenses incurred that were not otherwise covered by government
funding
5.
Also
in connection with your proposed revisions, clarify how you will
obtain
the funds to further the development of Valortim. On page 108 you
disclose
that you expect grants to fund the remaining development of Valortim™.
Will those grants be received by you or Medarex? It would appear
that
grants received by Medarex would not aid in your ability to receive
revenues from the sale of Valortim™.
We
have
modified the language appearing at page 108 of the Proxy Statement in response
to the Staff’s comment.
It
appears that a word was missing and together
with the inserted language now appearing at page 108 we have clarified that
PharmAthene, not Medarex, will be the recipient of all grant funds and together
with its credit facility, possible sales of securities and the HAQ trust funds,
it will have substantial and sufficient funds to develop its
products.
If
you
have any questions, please contact the undersigned at 212-370-1300, or Matthew
P. Kinley, the Company’s President, at 515-244-5746.
Very
truly yours,
ELLENOFF
GROSSMAN & SCHOLE LLP.
By:
Brian
C. Daughney
Brian C. Daughney
cc:
Mr.
Matthew P. Kinley
Jeffrey
Baumel, Esq.
2007-07-11 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
July 11, 2007
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp
2116 Financial Center
666 Walnut Street
Des Moines, Iowa 50309
Re: Healthcare Acquisition Corp
Preliminary Proxy Statement
Filed on June 29, 2007
File No. 1-32587
Dear Mr. Pappajohn:
We have reviewed your filing 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 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. We note your response to comments seven and eight of our letter dated June 26, 2007 and the additional disclosure on pages 66 and 68. The additional disclosure states that your management believes that the revenue projections provided by PharmAthene were prepared using similar criteria and methods considered by research analyst. Please revise to clarify the basis and confirm if the companies with drugs not yet marketable also rely on estimates of possible sales to SNS.
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp July 11, 2007
Page 2
2. In connection with the preceding comment, please revise to clarify if you
received any direct indication from SNS that they would purchase your
products.
3. We note the additional disclosure on page 69 in response to comment 12 of our letter dated June 26, 2007. Please revise to clarify how you “tempered such consideration” because of the different rights and abilities of the private investors versus common stock holders. In that regard, reconcile the “tempering” with the fact that the target based the share price on the price of the preferred securities.
4. We note the proposed disclosure concerning your relationship with Medarex. What you have disclosed does not appear to discuss the principal and material terms of the agreement. Please revise to disclose
all material terms of your
agreement with Medarex. Specifically address how profits will be shared with Medarex or provide us with an analysis why this information is not material to an investor. Please revise accordingly.
5. Also in connection with your proposed revisions, clarify how you will obtain the funds to further the development of Valortim. On page 108 you disclose that you expect grants to fund the remaining development of Valortim. Will those grants be received by you or Medarex? It would appear that grants received by Medarex would not aid in your ability to receive revenues from the sale of Valortim.
General
As appropriate, please amend your proxy statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment 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 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:
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp July 11, 2007
Page 3
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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact David Walz at (202) 551-3358 if you have questions regarding
comments on the financial statements and related matters. Please contact Duc Dang at (202) 551-3386 or David Link, who supervised the review of your filing, at (202) 551-
3790 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: Brian Daughney
(212) 370-7889
2007-07-10 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
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filename1.htm
Unassociated Document
Ellenoff
Grossman & Schole LLP
370
Lexington Avenue - 19th
Floor
New
York, New York 10017
Tel.
No.: 212-370-1300
Fax
No.: 212-370-7889
July
10,
2007
VIA
EDGAR
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
100
F
Street, NE - Mail Stop 3561
Washington,
D.C. 20549
Attn: Mr.
Duc
Dang
Re:
Healthcare
Acquisition Corp. Preliminary Proxy Statement on Schedule
14A
Filed
on
February 9, 2007 as subsequently amended by
Amendment
No.1 to Preliminary Proxy Statement on Schedule 14A
Filed
April 20, 2007; and
Amendment
No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed
June 8, 2007
File
No.
001-32587
Ladies
and Gentlemen:
On
behalf
of Healthcare Acquisition Corp. (the “Company”
or
“HAQ”)
we are
supplementing our prior response of June 29th
to the
Staff’s comments in a letter from John Reynolds, Assistant Director, dated June
26, 2007 addressed to John Pappajohn, Chairman of the Board of the Company.
Specifically, we are providing further information related to Staff’s inquiry
about the Medarex agreement with PharmAthene. Set forth below is the actual
Staff comment and our supplemental response.
As
we
have indicated in our telephone conversations with the Staff, we appreciate
any
assistance that the Staff can provide to complete this review. As we have
previously advised, HAQ must complete the acquisition before August 3, 2007
or
it will be required to liquidate.
Information
About PharmAthene, page 111
1.
We
note your response to comment 49 of our letter dated. June 1, 2007
that
the agreement you have in place with Medarex is confidential. We
also note
that you only have two drugs in production and one of them is in
partnership with Medarex. As such, it appears that the terms of the
target’s relationship with Medarex are material to investors’
understanding of your business going forward. Also, upon consummation
of
the merger, material contacts will be filed with the Commission.
Because
of the material nature of this relationship, please advise us of
the basis
for not disclosing the material terms here.
We
would
propose the following language be inserted into the proxy statement at page
120:
Mr.
Duc Dang
July
10, 2008
Page
Two
PharmAthene
entered into a collaboration agreement with Medarex in November 2004 to
co-develop Valortim(tm) as a therapeutic for individuals infected with anthrax
as well as for prophylactic treatment of individuals exposed to anthrax. In
2004, Medarex received an upfront payment from PharmAthene to fund initial
development activities. Under the collaboration agreement, PharmAthene is
responsible for funding all research and development and commercialization
activities that exceed current and future government funding. Medarex and
PharmAthene will share profits according to a formula that is affected by the
following factors: (i) whether a contract for the procurement of Valortim(tm)
is
entered into with the U.S. Government; (ii) whether PharmAthene has contributed
funding in an amount equivalent to the funding provided by the U.S. Government
to Medarex via grants awarded to fund Valortim(tm) development work; and (iii)
whether PharmAthene provides funding that exceeds the matching by PharmAthene
of
funds provided to Medarex under (ii) above. Under the formula, PharmAthene's
share of operating profits could increase from its initial level of 20% to
as
high as 60%.
If
you
have any questions, please contact the undersigned at 212-370-1300, or Matthew
P. Kinley, the Company’s President, at 515-244-5746.
Very
truly yours,
ELLENOFF
GROSSMAN & SCHOLE LLP.
By:
Brian
C. Daughney
Brian
C. Daughney
cc:
Mr.
Matthew P. Kinley
Jeffrey
Baumel, Esq.
2007-06-29 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
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filename1.htm
Unassociated Document
June
28,
2007
VIA
FEDERAL EXPRESS AND EDGAR
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
100
F
Street, NE - Mail Stop 3561
Washington,
D.C. 20549
Attn: Mr.
Duc
Dang
Re:
Healthcare Acquisition Corp. Preliminary
Proxy Statement on Schedule 14A
Filed on February 9, 2007 as subsequently
amended by
Amendment No.1 to Preliminary Proxy
Statement
on Schedule 14A
Filed April 20, 2007; and
Amendment No. 2 to Preliminary Proxy
Statement on Schedule 14A
Filed June 8, 2007
File No.
001-32587
Ladies
and Gentlemen:
On
behalf
of Healthcare Acquisition Corp. (the “Company”
or
“HAQ”),
we
are electronically transmitting hereunder Amendment No. 3 (“Amendment
No. 3”)
to the
Preliminary Proxy Statement (the “Proxy
Statement”)
filed
with the Securities and Exchange Commission (the “Commission”)
on
February 9, 2007 and subsequently amended by filing of Amendment No. 1 filed
on
April 20, 2007 (“Amendment
No. 1”)
and
Amendment No. 2 filed on June 8, 2007 (“Amendment
No. 2”)
together with this letter which responds to the Staff’s comments to Amendment
No. 2 set forth in a letter from John Reynolds, Assistant Director, dated June
26, 2007 addressed to John Pappajohn, Chairman of the Board of the Company.
Marked courtesy copies of this filing are being sent via overnight courier
to
Messrs. John Reynolds, Duc Dang and David Walz.
We
are
authorized by the Company to provide the responses contained in this letter
on
behalf of the Company. In this letter, we have recited the comments from the
Staff in bold and have followed each comment with the Company’s response.
.
As
we
have indicated in our telephone conversations with the Staff, we appreciate
any
assistance that the Staff can provide to complete this review. As we have
previously advised, HAQ must complete the acquisition before August 3, 2007
or
it will be required to liquidate. As a result, HAQ needs to be in a position
to
mail the Proxy Statement no later than July 9th
to allow
sufficient time for solicitation. As a consequence, in accordance with Rule
14a-6(d) of the Securities Exchange Act of 1934, as amended, we have indicated,
and hereby advise the Staff, that the Company intends to mail on July 9,
2007.
Interests
of HAQ Directors and Officers in the Merger, page 20
1.
Please
revise to clarify why the disclosure in the table of this subsection
does
not include the securities purchased in open market transactions.
HAQ
did
not include disclosure in this table of the securities purchased in the open
market transactions because this table is meant to illustrate the
unrealized profits with respect to the securities held by HAQ’s officers and
directors which, if the merger is not consummated, will be worthless. The
securities purchased in the open market transactions under the 10b-5 plans
may
be sold in the open market and, if the merger is not consummated, will
participate in the liquidation of the trust. The Proxy Statement has been
revised at page 21 to clarify this point in accordance with
Staff's comment.
Risk
Factors, page 32
The
Board of Directors of HAQ did not obtain any fairness opinion …, page 32
2.
We
note the disclosure in this risk factor that "[c]urrent HAQ stockholders
and prospective investors must rely on their own business and investment
background, and their own investigation of PharmAthene ....” Please advise
us of the basis for disclosing that your shareholders have to make
their
own investigation of PharmAthene. Clarify if you have provided all
the
material information needed for shareholders to make an informed
decision.
We
have
revised the Proxy Statement to remove the above-referenced disclosure. We
have
also included a statement that HAQ has provided in the Proxy Statement all
material information. The revised disclosure appears on page 32 of the
Proxy Statement.
A
stockholder may make a claim …, page 32
3.
We
note your response to comment 12 of our letter dated June 1, 2007.
We
continue to note that the specific language that your board “did not
determine a specific valuation of PharmAthene at the time it entered
into
the merger agreement" was removed in your first amendment. Please
revise
the subheading of this risk factor to highlight that you "did not
determine a specific valuation of PharmAthene at the time it entered
into
the merger
agreement.”
We
have
revised the subheading of this risk factor to highlight the fact that HAQ’s
Board did not determine a specific valuation at that time. The revised
disclosure appears on page 32 of the Proxy Statement.
Failure
to consummate the Merger could negatively impact the market price …, page 32
4.
We
note in the last bullet point in this risk factor that “charges will be
made against earnings for this transaction-related expenses, which
could
be higher than expected.” Please revise to elaborate in this bullet point
or later in the document. Clarify if these expenses were subject
to the
waivers discussed in your public offering prospectus. Also quantify
the
expenses so that investors can understand the magnitude of the risk.
2
We
have
revised the Proxy Statement to remove that bullet point and expand upon the
disclosure to clarify and disclose that those expenses have not
been waived and to quantify the liabilities which have not been waived, in
consistent with prior disclosure elsewhere in the proxy statement. In fact
the
bullet point is not actually relevant to the risk factor because if we fail
to
consummate the merger we will liquidate and there will be no charges against
earnings. The revised disclosure appears on page 32 of the Proxy
Statement.
Background
of the Merger, page 57
5.
We
note your response to comment 16 of our letter dated June 1, 2007.
We also
note the disclosure of the range in value of SIGA’s shares from $118.7 to
$162.5 million. Considering the termination by SIGA of the merger
agreement occurred as it was receiving progressively positive news
regarding the advancement of its smallpox drug, it would appear that
the
price increase in SIGA’s shares was also result of such positive news. As
such, it appears appropriate to disclose the value of the merger
consideration only on the date the merger agreement was originally
signed.
Please revise to just disclose the value of the prior merger consideration
on the date of the execution of the merger agreement or advise.
We
have
revised the Proxy Statement to disclose the value of the merger consideration
on
the date the SIGA merger agreement was signed and to remove the range of
values.
The revised disclosure appears on page 60 of the Proxy
Statement.
HAQ’s
Reasons for the Merger and Recommendation of the HAQ Board, page 66
6.
We
note your response to comment 18 of our letter dated June 1, 2007.
We also
note disclosure on page 61 and page 67 that you used projections
of
revenue provided by the target. You disclose on page 61 that you
did not
assign a specific weight to them, however, you based your analysis
on
those projections. Please revise your disclosure to balance the noted
disclosure that you did not assign a specific weight to them to highlight
the fact that you used those projections in your valuation which
lead to
your determination to recommend the transaction to shareholders.
We
have
revised the Proxy Statement to highlight the fact that HAQ in fact relied
upon those projections in the overall analysis which lead to the
determination to recommend the transaction to shareholders, without necessarily
assigning any specific weight to them in its analysis. The revised disclosure
appears on page 61 of the Proxy Statement.
7.
We
note the revenue projections for 2008 and 2009 of $67.S and $168.8
million, respectively. Please revise to clarify if this means you
expect
to have commercially viable products by 2008. If not, please clarify
what
type of revenues the projections encompass. As a general matter,
please
revise to disclose the reasonable basis for the projections. Please
refer
to Item 10(b) of Regulation S-K.
3
Considering
the projections were provided by PharmAthene management and the MD&A
disclosure is management's forward looking prospective of the target, please
revise your MD&A disclosure of PharmAthene to discuss the progress of the
target going forward pertaining to the development of the two drugs and the
eventual commercial sales. In that regard, please clarify how management's
forward looking prospective relates to its projections.
We
have
revised the disclosure to indicate that PharmAthene currently estimates that
it
will not have an FDA approved product until at least 2012. As such,
PharmAthene’s revenue projections for the years 2008 and 2009 contemplate that a
commercially saleable product will not have received FDA approval at those
times. The applicable sections have been revised to (i) provide additional
information that established the reasonable basis for the projections and
(ii)
conform to Item 10 of Regulation S-K. We also revised the disclosure to clarify
how PharmAthene derived its projections for 2008 and 2009. The revised
disclosure appears on page 68 of the Proxy Statement. The MD&A has also
been conformed at page 101 of the proxy statement.
8.
We
note that you also used revenue projections for the “comparable companies”
obtained from “equity research analyst reports.” Please revise to discuss
the reason you had to use revenue projections instead of actual revenues
for the comparable companies. Did those companies have no sales revenues
also? Also, please revise to clarify if the projections provided
by the
target are comparable to the projections in the “equity research analyst
reports.”
In
response to the Staff’s comment, we have revised the Proxy Statement to discuss
why HAQ’s management used revenue projections rather than actual revenues for
the comparable companies. In addition, we have revised the disclosure to
clarify
that the projections were prepared using similar methods and criteria as
considered by research analysts in reviewing and providing revenue estimates
for
the peer group companies. The revised disclosure appears on page 66 of the
Proxy Statement.
9.
Since
you disclose the companies listed on page 67 as comparable, please
revise
to clarify if all of them have only products that are not yet on
the
market. Clarify the number of products those companies develop and
sell.
If known, discuss the stage at which the companies are at in their
FDA
approval process and compare it with your drugs.
In
response to the Staff’s comment, we have revised the Proxy Statement to clarify
that two of the five peer companies have product revenues and have inserted
a
chart which sets forth the development of relevant products for each
company and a comparison thereof to PharmAthene’s products. The revised
disclosure appears on page 66 of the Proxy Statement.
10.
In
your “multiple analysis,” we note that your calculation was based on the
“enterprise value for HAQ on a post merger basis assuming various
HAQ
stock prices.” (Emphasis added.) It is not clear how it is appropriate and
consistent with your public offering prospectus to use a “post merger
basis” in your valuations. Please revise to clarify. Please note that a
post merger basis appears to imply that the funds in the trust are
taken
into account when determining the value, which does not appear consistent
with the disclosure in your prospectus.
4
In
response to the Staff’s comment, we have revised the section in the Proxy
Statement to clarify that the multiple analysis was simply an analysis conducted
by management to "check" the other analysis conducted and to present to the
Board certain hypothetical information. It was not necessarily the analysis
used
to establish the valuation, rather to provide additional background and
confirmatory information to the Board. The revised disclosure appears on
page 68 of the Proxy Statement.
11.
We
note that the “multiple analysis” requires assumed share prices. Please
revise to provide the basis for the assumed prices. It is not clear
how an
analysis that uses assumed stock prices is relevant to an investor’s
evaluation of their vote, since the share price ultimately determines
the
value. Please clarify.
In
response to the Staff’s comment, we have revised the Proxy Statement to remove
the table setting forth the multiple price analysis to avoid providing
additional information that might not be relevant to an investor's evaluation
of
their vote.
12.
We
note your
2007-06-26 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
June 26, 2007
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp
2116 Financial Center
666 Walnut Street
Des Moines, Iowa 50309
Re: Healthcare Acquisition Corp
Amendment No. 2 to Preliminary Proxy Statement on
Schedule 14A
Filed June 8, 2007
File No. 001-32587
Dear Mr. Pappajohn:
We have reviewed your filing 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Interests of HAQ Directors and Officers in the Merger, page 20
1. Please revise to clarify why the disclosure in the table of this subsection does not include the securities purchased in open market transactions.
Risk Factors, page 32
The Board of Directors of HAQ did not obtain any fairness opinion. . . ., page 32
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp June 26, 2007
Page 2
2. We note the disclosure in this risk factor that “[c]urrent HAQ stockholders
and prospective investors must rely on their own business and investment background, and their own investigation of PharmAthene . . . .” Please advise us of the basis for disclosing that your shareholders have to make their own investigation of PharmAthene. Clarify if you have provided all the material information needed for shareholders to make an informed decision.
A stockholder may make a claim. . . ., page 32
3. We note your response to comment 12 of our letter dated June 1, 2007. We continue to note that the specific language that your board “did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement” was removed in your first amendment. Please revise the subheading of this risk factor to highlight that you “did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement.”
Failure to consummate the Merger could negatively impact the market price. . . ., page 32
4. We note in the last bullet point in this risk factor that “charges will be made against earnings for this transaction-related expenses, which could be higher than expected.” Please revise to elaborate in this bullet point or later in the document. Clarify if these expenses were subject to the waivers discussed in your public offering prospectus. Also quantify the expenses so that investors can understand the magnitude of the risk.
Background of the Merger, page 57
5. We note your response to comment 16 of our letter dated June 1, 2007. We also note the disclosure of the range in value of SIGA’s shares from $118.7 to $162.5 million. Considering the termination by SIGA of the merger agreement occurred as it was receiving progressively positive news regarding the advancement of its smallpox drug, it would appear that the price increase in SIGA’s shares was also result of such positive news. As such, it appears appropriate to disclose the value of the merger consideration only on the date the merger agreement was originally signed. Please revise to just disclose the value of the prior merger consideration on the date of the execution of the merger agreement or advise.
HAQ’s Reasons for the Merger and Recommendation of the HAQ Board, page 66
6. We note your response to comment 18 of our letter dated June 1, 2007. We also note disclosure on page 61 and page 67 that you used projections of revenue provided by the target. You disclose on page 61 that you did not
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp June 26, 2007
Page 3
assign a specific weight to them, however, you based your analysis on those
projections. Please revise your disclosure to balance the noted disclosure that you did not assign a specific weight to them to highlight the fact that you used those projections in your valuation which lead to your determination to recommend the transaction to shareholders.
7. We note the revenue projections for 2008 and 2009 of $67.5 and $168.8 million, respectively. Please revise to clarify if this means you expect to have commercially viable products by 2008. If not, please clarify what type of revenues the projections encompass. As a general matter, please revise to disclose the reasonable basis for the projections. Please refer to Item 10(b) of Regulation S-K.
Considering the projections were provided by PharmAthene management and the MD&A disclosure is management’s forward looking prospective of the target, please revise your MD&A disclosure of PharmAthene to discuss the progress of the target going forward pertaining to the development of the two drugs and the eventual commercial sales. In that regard, please clarify how management’s forward looking prospective relates to its projections.
8. We note that you also used revenue projections for the “comparable companies” obtained from “equity research analyst reports.” Please revise to discuss the reason you had to use revenue projections instead of actual revenues for the comparable companies. Did those companies have no sales revenues also? Also, please revise to clarify if the projections provided by the target are comparable to the projections in the “equity research analyst reports.”
9. Since you disclose the companies listed on page 67 as comparable, please revise to clarify if all of them have only products that are not yet on the market. Clarify the number of products those companies develop and sell. If known, discuss the stage at which the companies are at in their FDA approval process and compare it with your drugs.
10. In your “multiple analysis,” we note that your calculation was based on the “enterprise value for HAQ on a
post merger basis assuming various HAQ
stock prices.” (Emphasis added.) It is not clear how it is appropriate and consistent with your public offering prospectus to use a “post merger basis” in your valuations. Please revise to clarify. Please note that a post merger basis appears to imply that the funds in the trust are taken into account when determining the value, which does not appear consistent with the disclosure in your prospectus.
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp June 26, 2007
Page 4
11. We note that the “multiple analysis” requires assumed share prices. Please
revise to provide the basis for the assumed prices. It is not clear how an analysis that uses assumed stock prices is relevant to an investor’s evaluation of their vote, since the share price ultimately determines the value. Please clarify.
12. We note your response to comment 39 and the disclosure in the first bullet point on page 69 that the “historical investments by recognized venture capital investors” is a factor you considered in making the decision to enter into the merger agreement and recommend a vote “for” the merger. Please revise to clearly disclose what these investments were and clarify how they are relevant. You refer to the investors’ valuations. Please revise to elaborate on their valuation as you convey their relevance to shareholders here. Also, please revise to clarify how the valuations by private investors would also take into account the fact that they are able to place members on the board of directors.
13. We note the disclosure in the last paragraph on page 69 that the target is a “leading company” based on it having “possible” products. Please tell us the basis for the disclosure that the target company is a leading company based on possible products. Also, you disclose that the two contracts are the basis for describing the company as a leading company. Please tell us why it is appropriate to base such promotional disclosure on contracts that are not fully funded.
14. Please revise to elaborate on the negative factors disclosed on page 70. For instance, please quantify the “significant amount of capital needed to be competitive” and the liabilities of the target that will be assumed. Also, please compare the targets assets to its liabilities.
Management’s Discussion and Analysis, page 101
15. We note the additional disclosure in response to comment 50 that you did not receive any of the funds awarded to Medarex. In the subsection captioned “future cash needs,” please revise to discuss how the target will be able to fund your development of both Valortim and Protexia. We note the revised disclosure throughout this document that the contract with the DoD was for $35 million. Please revise to discuss the timeline and how the $35 million will be earned considering Protexia has not yet been approved and is still in development.
Information About Pharmathene, page 111
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp June 26, 2007
Page 5
16. We note your response to comment 49 of our letter dated June 1, 2007 that the
agreement you have in place with Medarex is confidential. We also note that you only have two drugs in production and one of them is in partnership with Medarex. As such, it appears that the terms of the target’s relationship with Medarex are material to investors’ understanding of your business going forward. Also, upon consummation of the merger, material contacts will be filed with the Commission. Because of the material nature of this
relationship, please advise us of the basis for not disclosing the material terms here.
Beneficial ownership following the merger, page 153
17. Please revise to identify the natural person that is considered the beneficial holder of the securities held by QVT Financial LP.
* * * *
As appropriate, please amend your proxy statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment 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 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.
You may contact David Walz at (202) 551-3358 if you have questions regarding
the financial statements and related matters. Please contact Duc Dang at (202) 551-3386 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
Mr. John Pappajohn, Chairman of the Board
Healthcare Acquisition Corp June 26, 2007
Page 6
cc: Brian Daughney
(212) 370-1300
2007-06-08 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Unassociated Document
June
8,
2007
VIA
FEDERAL EXPRESS AND EDGAR
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
100
F
Street, NE - Mail Stop 3561
Washington,
D.C. 20549
Attn: Mr.
Duc
Dang
Re:
Healthcare
Acquisition Corp. Preliminary Proxy Statement on Schedule
14A
Filed
on February 9, 2007 as subsequently amended by
Amendment
No.1 to Preliminary Proxy Statement on Schedule 14A
Filed
April 20, 2007
File
No. 001-32587
Ladies
and Gentlemen:
On
behalf
of Healthcare Acquisition Corp. (the “Company”
or
“HAQ”),
we
are electronically transmitting hereunder Amendment No. 2 (“Amendment
No. 2”)
to the
Preliminary Proxy Statement (the “Proxy
Statement”)
filed
with the Securities and Exchange Commission (the “Commission”)
on
February 9, 2007 and subsequently amended by filing of Amendment No. 1 filed
on
April 20, 2007 (“Amendment
No. 1”)
together with this letter which responds to the Staff’s comments to Amendment
No. 1 set forth in a letter from John Reynolds, Assistant Director, dated June
1, 2007 addressed to John Pappajohn, Chairman of the Board of the Company.
Marked courtesy copies of this filing are being sent via overnight courier
to
Messrs. John Reynolds, Duc Dang, David Link and David Walz.
We
are
authorized by the Company to provide the responses contained in this letter
on
behalf of the Company. In this letter, we have recited the comments from the
Staff in bold and have followed each comment with the Company’s response. Please
note that the entire filing has been modified and updated to reflect the
inclusion of unaudited financial statements for each of HAQ and PharmAthene,
Inc. at March 31, 2007, as well as the corresponding management’s discussion and
analysis.
As
we
have indicated in our telephone conversations with the Staff, we appreciate
any
assistance that the Staff can provide to complete this review. As we have
previously advised, HAQ must complete the acquisition before August 3, 2007
or
it will be required to liquidate. As a result, HAQ needs to be in a position
to
mail the Proxy Statement no later than June 22nd
to allow
sufficient time for solicitation. As a consequence, in accordance with Rule
14a-6(d) of the Securities Exchange Act of 1934, as amended, we have indicated,
and hereby advise the Staff, that the Company intends to mail on June 22,
2007.
General
Response
As
an
overall response to the Staff’s comment letter, we note that a substantial
number of the Staff’s comments relate to the issue of the valuation analysis
undertaken by the HAQ Board of Directors and its determination of fairness
of
the transaction from a financial point of view. We appreciate that the amount
of
the merger consideration actually being paid may not always be reflective of
the
value of the target. We further acknowledge that disclosures in the prior
filings of the Proxy Statement may have been insufficient disclosure regarding
the valuation analysis that was undertaken. As we briefly discussed in our
telephone conference with the Staff on Tuesday June 5th,
there
appears to have been lack of clarity in the prior filings regarding the value
determination process and the factors analyzed by the HAQ Board of Directors
in
determining that the 80% net asset value requirement had been satisfied. We
have, therefore, revised the disclosure in the discussion of the valuation
process undertaken by the Board of Directors in several sections throughout
the
Proxy Statement to clarify that, while a specific dollar value was not ascribed
to PharmAthene, a value range was determined.
However,
as previously noted, the HAQ Board of Directors neither sought nor obtained
any
third party valuation analysis or fairness opinion, nor undertook the type
of
valuation analyses which might have otherwise been included in a third party
fairness opinion. We have expanded disclosure in this regard and highlighted
this fact in a number of sections of Amendment No. 2 to the Proxy Statement
to
fully apprise stockholders and investors of the limitations of the review and
analyses undertaken by the HAQ Board.
For
example, we have included the following disclosure (or variations thereof)
in
the Notice of Meeting and letter to stockholders and Summary section, as well
as
in a Risk Factor:
“No
fairness opinion or valuation analysis from an independent third party was
obtained with respect to the Merger Proposal or the value of PharmAthene. The
Board of Directors of HAQ has determined that the fair market value of
PharmAthene exceeds 80% of HAQ’s net assets and that the terms of the Merger are
in the best interest of and fair to the stockholders. Such determination with
respect to the proposed Merger and the consideration being paid for PharmAthene
was based upon various factors as described in the enclosed proxy statement
including the Board’s internal analyses of PharmAthene’s business, technology
and future prospects, PharmAthene’s management and historical investments by
third parties into PharmAthene.”
We
have
also included disclosure in the Question and Answer section and similar
disclosure in the discussions under the headings “Background of the Merger” at
pages 57 to 66 and “HAQ’s Reasons for the Merger and Recommendation of the
HAQ Board” at pages 66 to 70.
General
1.
We
note your response to comment one of our letters dated March 20,
2007
concerning the disclosure that your board did not determine a specific
value for the target. Please revise the letter and notice to your
stockholders and summary section to highlight the fact that you did
not
determine the value of the target when you decided to enter into
the
business combination agreement. Please note that a determination
of value
and the purchase price are different issues.
The
letter to stockholders and Notice of Meeting and Summary of the Terms at
page 2
and the Summary section at page 18 have been revised to clarify the extent
to
which, rather than determining a specific value for the target prior to
execution of the letter of intent, HAQ undertook analyses to establish a
value
range. Conforming disclosure has been included under the sections entitled
“Background of the Merger” at pages 57 through 66 and “HAQ’s Reasons for the
Merger and Recommendation of the HAQ Board” at pages 66 through
70.
2.
We
note your response to comment 41 of our letter dated March 20, 2007
that
you determined that the price negotiated by the parties reflected
the
value of the target. Based on your previous disclosure, you did not
determine the value of the target prior to entering into the merger
agreement. If so, please revise the appropriate section to clarify
that
you determined the consideration to offer the sellers without first
determining the value of the target. Also, please clearly explain
how you
negotiated the consideration without first determining a value for
the
target.
We
have
included two new paragraphs at the bottom of page 61 in order to clarify
that a value, within a range, was established by the HAQ Board prior to the
submission of the initial letter of intent even though no specific value
was
assigned to PharmAthene. We have further expanded upon the negotiation process
throughout the "Background of the Merger" section at pages 57 to 66.
3.
Please
revise to include management compensation disclosure in the document
for
the target’s management during the past year. The CD&A disclosure
needs to include appropriate disclosure regarding the plan going
forward
after the merger to include any employment agreements or other
compensation arrangements entered into or amended as a result of
the
merger. Please refer to Item 402 of Regulation S-K. Additionally,
revise
to include Item 404 of Regulation S-K disclosure for PharmAthene.
We
have
provided compensation disclosure regarding PharmAthene’s last fiscal year as
well as CD&A disclosure for PharmAthene commencing at page 124 of the
Proxy Statement. Additionally, CD&A relating to compensation plans for the
combined company going forward after the merger is included at page 146 of
the Proxy Statement.
Notice
of Special Meeting
4.
We
note your statement that “[i]f the Merger Proposal is not approved,
it
is likely that HAQ will have insufficient time and resources to seek
another suitable business combination
and will have to commence the winding up, dissolution and liquidation
of
HAQ ...” (emphasis added). We also note your statements in the Form S-1
that “If we enter into either a letter of intent, an agreement in
principle or a definitive agreement to complete a business combination
prior to the expiration of 18 months after the consummation of this
offering, but are unable to complete the business combination within
the
18-month period, then we will have an additional six months in which
to
complete the business combination contemplated by the letter of intent,
agreement in principle or definitive agreement. If we are unable
to do so
by the expiration of the 24-month period from the consummation of
this
offering, we will then liquidate.” Please revise to clarify throughout the
proxy that if the merger proposal is not approved then HAQ will have
to
commence the winding up, dissolution and liquidation of
HAQ.
We
have
revised the disclosure throughout the Proxy Statement to clarify that if
the
Merger Proposal is not approved, HAQ will have to commence the winding up,
dissolution and liquidation of HAQ; please see, in particular, the Notice
to
Stockholders and pages 4, 8, 9, 15, 72 and 135.
Summary
of the Material Terms of the Merger, page 1
5.
Here
and where you discuss the basis for the consideration being offered
to
PharmAthene, please revise to quantify, to the extent practicable,
the
value of such
consideration.
We
have
revised the disclosure throughout the Proxy Statement to include reference
to
the potential aggregate value of the merger consideration; please see in
particular, the letter to stockholders, Notice of Meeting holders and pages
2,
7, and 18, and 57.
6.
Please
revise to clarify in the penultimate bullet point on page two that
the
board also did not make a determination as to the value of the target.
As
noted
in the general response above, we have provided revised disclosure on this
issue
in various sections of the Proxy Statement including in the penultimate bullet
point on page 2 to indicate that the Board reviewed information relating to
a
value range for PharmAthene.
What
happens if the Merger is not consummated, page 9
7.
We
note your response to comment 17 of our letter dated March 20, 2007.
We
reissue the comment. Please revise to quantify your current outstanding
liability and disclose the amount covered by waivers.
We
have
modified the disclosure at pages 9 and 132 to provide more extensive disclosure
in response to the Staff’s comment to detail the exact amounts of any
outstanding liabilities and the amount of liabilities covered by waivers.
Summary
of the Proxy Statement, page 11
8.
We
note your response to comment 18. Please revise to clarify that the
combination must be with a target business or for assets
whose
fair market value
is at least equal to 80% of the net assets of HAQ at the time of
such
acquisition.
We
have
provided revised disclosure at page 11 in accordance with the Staff’s comment to
address the 80% requirement.
9.
We
note the disclosure on page 12 that “stockholders holding an aggregate of
up to 2,328,835 shares of common stock could convert such shares
and the
merger may still be consummated.” It is not clear how you arrived at that
figures since it appears to be greater than 20% of the shares issued
in
your initial public offering. Your disclosure on page 16 indicates
that if
1,880,000 or more shares exercise conversion the merger will not
be
consummated. Please revise to clarify.
We
note
the Staff’s comment and advise the Staff that the reference to 2,328,835 shares
was a typographical error; this has been corrected at page 15 of the Proxy
Statement.
10.
We
note the additional disclosure on page 16 concerning the open market
purchases by your officers and directors. In the appropriate sections,
please revise to discuss the parameters of these purchase plans.
We
have
added footnote disclosure to detail the stock purchase plans adopted by certain
members of the HAQ Board and management team. The disclosure is repeated
on
pages 17, 55, 56, 149 and 152 of the Proxy Statement.
Risk
Factors
11.
We
note your revisions to risk factor 2. Please reinsert your discussion
addressing your first product Dominate Negative Inhibitor and that
2007-06-01 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 3561 June 1, 2007 Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp 2116 Financial Center 666 Walnut Street Des Moines, Iowa 50309 Re: Healthcare Acquisition Corp Preliminary Proxy Statement Filed on February 9, 2007 File No. 1-32587 Dear Mr. Pappajohn: We have reviewed your filing 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 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. We note your response to comment one of our letter dated March 20, 2007 concerning the disclosure that your board did not determine a specific value for the target. Please revise the letter and notice to your stockholders and summary section to highlight the fact that you did not determine the value of the target when you decided to enter into the business combination agreement. Please note that a determination of value and the purchase price are different issues. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 2 2. We note your response to comment 41 of our letter dated March 20, 2007 that you determined that the price negotiated by the parties reflected the value of the target. Based on your previous disclosure, you did not determine the value of the target prior to entering into the merger agreement. If so, please revise the appropriate section to clarify that you determined the consideration to offer the sellers without first determining the value of the target. Also, please clearly explain how you negotiated the consideration without first determining a value for the target. 3. Please revise to include management compensation disclosure in the document for the target’s management during the past year. The CD&A disclosure needs to include appropriate disclosure regarding the plan going forward after the merger to include any employment agreements or other compensation arrangements entered into or amended as a result of the merger. Please refer to Item 402 of Regulation S-K. Additionally, revise to include Item 404 of Regulation S-K disclosure for PharmAthene. Notice of Special Meeting 4. We note your statement that “[i]f the Merger Proposal is not approved, it is likely that HAQ will have insufficient time and resources to seek another suitable business combination and will have to commence the winding up, dissolution and liquidation of HAQ ….” (e mphasis added). We also note your statements in the Form S-1 that “If we enter into either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to the expiration of 18 months after the consummation of this offering, but are unable to complete the business combination within the 18-month period, then we will have an additional six months in which to complete the business combination contemplated by the letter of intent, agreement in principle or definitive agreement. If we are unable to do so by the expiration of the 24-month period from the consummation of this offering, we will then liquidate.” Please revise to clarify throughout the proxy that if the merger proposal is not approved then HAQ will have to commence the winding up, dissolution and liquidation of HAQ. Summary of the Material Terms of the Merger, page 1 5. Here and where you discuss the basis for the consideration being offered to PharmAthene, please revise to quantify, to the extent practicable, the value of such consideration. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 3 6. Please revise to clarify in the penultimate bullet point on page two that the board also did not make a determination as to the value of the target. What happens if the Merger is not consummated, page 9 7. We note your response to comment 17 of our letter dated March 20, 2007. We reissue the comment. Please revise to quantify your current outstanding liability and disclose the amount covered by waivers. Summary of the Proxy Statement, page 11 8. We note your response to comment 18. Please revise to clarify that the combination must be with a target business or for assets whose fair market value is at least equal to 80% of the net assets of HAQ at the time of such acquisition. 9. We note the disclosure on page 12 that “stockholders holding an aggregate of up to 2,328,835 shares of common stock could convert such shares and the merger may still be consummated.” It is not clear how you arrived at that figures since it appears to be greater than 20% of the shares issued in your initial public offering. Your disclosure on page 16 indicates that if 1,880,000 or more shares exercise conversion the merger will not be consummated. Please revise to clarify. 10. We note the additional disclosure on page 16 concerning the open market purchases by your officers and directors. In the appropriate section, please revise to discuss the parameters of these purchase plans. Risk Factors 11. We note your revisions to risk factor 2. Please reinsert your discussion addressing your first product Dominate Negative Inhibitor and that the program was subsequently terminated. 12. We note the revision in the first risk factor on page 39 removing the language that your board “did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement.” Please advise why the noted disclosure has been removed. Also, please revise to clarify that you determined the price to be fair without first determining the value of the Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 4 target, if true. 13. We note your response to comment 39. We continue to believe that you should more prominently disclose the risk factors “There was no independent valuation of PharmAthene undertaken by HAQ …” and “A stockholder may make a claim against HAQ for taking actions inconsistent with the IPO prospectus ….” Conversion Rights, page 48 14. We note your response to comment six of our letter dated March 20, 2007 and the revised disclosure on page 48. Please revise to specifically disclose the deadline which shareholders have to tender their shares in order to receive a pro-rata portion of the trust account if they exercise conversion. Background of the Merger, page 51 15. We note your response to comment 52 of our letter dated March 20, 2007 that you have revise page 52 to highlight 18 month deadline you were required to locate a target. We are not able to locate your response on page 52 of the proxy. It appears you instead disclosed the 24 month deadline. When discussing your negotiations with the target, please revise to highlight the proximity of the 18 month deadline by which you were required to at least locate a target. 16. We note the additional disclosure on page 54 that the consideration value for the target offered by SIGA would have increased to $414.5 million following SIGA’s announcement of news about one of its products. It is not clear how the increase in the SIGA consideration to $414.5 million is relevant given that announcement occurred after the termination of the merger agreement. Please clarify. 17. We note that you deleted your prior disclosure indicated that “there were no pre-existing relationships between any of our initial stockholders and any insiders of PharmAthene.” Revise to include that disclosure or clarify the pre-existing relationships. 18. We note that on October 12, 2006 PharmAthene provided Mr. Kinley and Dr. Schaffer certain financial information which included projections and cash flow analyses. Advise us who prepared the projections. Supplementally provide us with these projections. In addition, please provide us with a Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 5 detailed analysis for any conclusion that the non-public information is not material and therefore need not be disclosed. We may have further comment. 19. We note the revised disclosure on page 55 that on October 24, 2006, Mr. Kinley spoke with Messrs. Berger, Schellhammer, Pappajohn and Dr. Schaffer to review “the proposed valuation.” Please revise to identify the party that performed the valuation. 20. We note your response to comment 55 that The Maxim Group prepared no reports or presentations to the board members prior to the board’s determination on January 16, 2007 to approve the merger. We cannot locate your disclosure that there were no presentations or reports prepared by The Maxim Group prior to the board’s determination on January 16, 2007 to approve the merger. Additionally, address whether any presentations or reports were prepared by the company’s management concerning PharmAthene’s valuation that were presented to board members. 21. We note your response to comment 53. Revise to indicate that The Maxim Group did not provide any written or formal analysis in determining the consideration to be paid to the PharmAthene security holders. Additionally, we note that the Maxim Group was consulted on numerous occasions regard to the valuation of PharmAthene. Discuss in detail the services provided by The Maxim Group in connection with the valuation of PharmAthene. 22. We note your response to comment 53. Revise to indicate the valuation analyses performed by the Board of Directors prior to or during the merger negotiations until the Board approved the merger on January 16, 2007. 23. Please revise to clarify if the “draft letter of intent” included the consideration you would pay for the target. If the draft letter included the consideration, please revise to discuss how the consideration changed, if any, as the draft letter was revised. 24. On page 56, we note the revised disclosure that you discussed the valuation with “Messrs. Wright and Richman.” If the valuation was internal, please revise to discuss the reasons you would discuss such valuation with the target. 25. Please revise to indicate the subjects discussed at the December 12, 2006 meeting. 26. Please revise to briefly indicate the services provided by Mr. Kaufman. 27. We note the additional disclosure that BDR Research Group (BDR) provided Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 6 you with a written report. Please revise to discuss the material content of the report. HAQ’s Reasons for the Merger and Recommendation of the HAQ Board, page 59 28. We note your statement that “Management of HAQ undertook a financial analysis of PharmAthene in order to determine that the value of the consideration to be issued by HAQ in connection with the Merger is fair and reasonable.” Please revise to indicate, in this section, that the board of directors of HAQ determined that the consideration to be issued was fair from a financial point of view. 29. We note your prior statement that the HAQ Board of Directors determined that the consideration to be paid by HAQ is fair from a financial point of view. We also you’re your revisions in this section in response to comment 41. Please revise this section to specifically address how the Board of Directors of HAQ determined that the consideration was fair from a financial point of view. Address in detail the specific valuations of PharmAthene performed which lead to the conclusion that the merger consideration to be paid by HAQ is fair from a financial point of view. We may have further comment. 30. We note the revised disclosure on page 60 that you undertook a financial analysis of the target. Please revise to provide more detail regarding that financial analysis performed. In doing so, disclose the method(s) of analysis and the figures used in such analysis. If projections or estimates were used, please provide the basis for such numbers. Also clarify when the financial analysis took place. 31. We note the additional disclosure on page 60 that management also considered the value of the “intellectual property position.” Please revise to discuss how management valued the “intellectual property position.” In that regard, also clarify the meaning of the noted phrase. Clarify how it is different than the value of the intellectual property itself. 32. On page 60, we note you disclose that you “recognized” historical valuations of “MPM Capital, HealthCare Ventures and Bear Stearns Health Innoventures.” As management considered those valuations material to its determination of consideration, please revise to elaborate on those here. Also, please revise to clarify if it is a generally accepted by the financial community to base a company’s value by its private placements. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 7 33. It is not clear how the “significant advances” by PharmAthene executives was considered as part of your valuation of the equity interest in PharmAthene. Please revise to clarify. Also, please clarify your use of the term “significant” in the noted disclosure. 34. We note the additional disclosure that “in each instance, HAQ management determined that the valuation for PharmAthene was, in fact equal or greater than the value of the consideration ascribed for PharmAthene.” We also note disclosure in your initial proxy that you did not determine a value for the target. Please revise to clarify when you made the determination in the noted disclosure on page 60. 35. We note the additional disclosure concerning the industry recognition you enjoy on page 60. Please revise to disclose if you quantified this factor in determining the value of the target. 36. Revise your disclosure under Industry Presence to clarify that the contract with the Department of Defense for Protexia is for $35 million. 37. We note the disclosure concerning the valuation of comparable companies on page 61. Please revise to fully discuss this analysis. Identify the six companies deemed comparable and disclose their revenues, profits and market capitalization so that investors understand management’s considerations. 38. We note the disclosure of the government awarded contracts on page 61 as a reason for recommending the merger. Please revise to clarify if those are funded or non-funded contracts. 39. We note the reference to the involvement of the target’s security holders on page 61 as a positive for this transaction. Please revise to identify those security holders and discuss their involvement. 40. We note your response to comment 66. We can not locate the discussion regarding PharmAthene’s business strategy in determining to recommend the merger. Please advise or revise. 41. We note your response to comment 65 of our letter dated March 20, 2007 that you have discuss the aspect of the target’s financial results that the company considered on pages 60 and 61. We are not able to locate such disclosure. Please advise. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp June 1, 2007 Page 8 Satisfaction of 80% requirement, page 61 42. Please revise to discuss in detail the analysis performed by the board of directors in determining that the fair market value of assets
2007-04-20 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
CORRESP
1
filename1.htm
Unassociated Document
April
20,
2007
VIA
FEDERAL EXPRESS AND EDGAR
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
100
F
Street, NE - Mail Stop 3561
Washington,
D.C. 20549
Attn: Mr.
Duc
Dang
Re:
Healthcare
Acquisition Corp.
Preliminary
Proxy Statement
Filed
on February 9, 2007
File
No. 1-32587
Ladies
and Gentlemen:
On
behalf
of Healthcare Acquisition Corp. (the “Company”
or
“HAQ”), we are electronically transmitting hereunder of Amendment No. 1
(“Amendment
No. 1”)
to the
Preliminary Proxy Statement filed with the Securities and Exchange Commission
(the “Commission”) on February 9, 2007 (the “Proxy
Statement”)
together with this letter which responds to the Staff’s comments to the
Preliminary Proxy Statement set forth in a letter from John Reynolds, Assistant
Director dated March 20, 2007, addressed to John Pappajohn, Chairman of
the
Board.
We
are
authorized by the Company to provide the response contained in this letter
on
behalf of the Company. In this letter, we have recited the comments from
the
Staff in bold and have followed each comment with the Company’s response. Please
note that the entire filing has been modified and updated to reflect the
inclusion of financial statements for each of Healthcare Acquisition and
PharmAthene, Inc. at December 31, 2006. Marked courtesy copies of
this filing are being sent via overnight courier to Messrs. John Reynolds,
Duc
Dang and David Link.
General
1.
We
note
the
disclosure in the first risk factor on page 38 that your board
did not
determine a specific value for the target. Please revise your
letter and
notice to stockholders and summary section to highlight this
fact.
Further, in the appropriate section, please revise to clarify
how such
conduct is consistent with the disclosure in your IPO prospectus.
Clarify
how the board determined the merger to be fair, without determining
the
value of the target.
We
have
revised the letter and notice to stockholders and summary section to clarify
that the aggregate consideration being paid to the PharmAthene stockholders
and
noteholders is reflective of the price determined by the Board of Directors
as
the value of PharmAthene. We have revised the Preliminary Proxy Statement
to
clarify how such conduct is consistent with the disclosure in our IPO
prospectus. Further, we have substantially modified and enhanced the Background
of the Merger discussion and related topics at pages 51 through 59 to disclose
the analytical bases for the Board’s reasons for the Merger with PharmAthene. We
have cross referenced their discussions in the letter and notice to
stockholders.
2.
We
note the boldfaced disclosure in the forepart that shareholders
must
present their physical stock certificate on the business day
prior to the
date of the special meeting. On page 48, you disclose that shareholders
“will only be entitled to receive cash for these shares if you
continue to
hold these shares through the closing date of the merger and
then tender”
the certificate to you. The noted disclosures are not consistent.
Please
revise to reconcile your disclosure.
We
have
revised this discussion to reflect that the shareholders who demand their
portion of the trust fund have until 5:00 p.m. on the business day following
closing of the merger to deliver their share certificates to the transfer
agent.
This modification removes, we believe, any confusion regarding the physical
possession of the share certificates and voting rights (even though record
holders as of the record date would retain all voting rights absent an
agreement
with a transferee otherwise). Please see page 46.
3.
We
note the disclosure that tendering of the physical stock certificate,
please revise to clarify how shareholders will vote such shares
in the
special meeting if they no longer hold such shares, in street
name or
otherwise.
Holders
of record as of a record date are accorded voting rights under general
corporate
law (absent some agreement by the record holder to sell or transfer his
voting
rights) and physical possession of a share certificate is not required.
However,
as we have modified the discussion of the surrender of share certificates
as
outlined under our response to Comment 2 above, we believe that this issue
has
been resolved.
4.
In
connection with comment two, please revise to disclose the
rationale for
requiring the tendering before the meeting when the conversion
is
predicated on the merger getting approved, which may not occur.
We
have
revised the Preliminary Proxy Statement to reconcile our disclosure and,
therefore, we believe that this Comment is no longer applicable. Please see
our response to Comment 2 above.
2
5.
In
connection with comment two, please revise in appropriate locations
to
clearly disclose the minimum amount of time that will be provided
to
shareholders to tender their shares for the conversion rights.
Clarify if
shareholders who tender their shares are still entitled to attend
the
meeting.
We
have
revised the Preliminary Proxy Statement in appropriate locations to clearly
disclose that shareholders will hold their shares until after closing of
the
Merger before they are required to tender their shares for the conversion
rights. Please see page 48.
6.
In
your disclosure discussing the conversion of shares, please revise
to
provide a step by step procedure, including the timing of the
tendering of
shares.
We
have
revised the Preliminary Proxy Statement to provide a step by step procedure,
including the timing of the tendering of shares for each conversion. Please
see
page 48.
7.
In
the appropriate sections, please revise to clearly discuss
the costs
associated with obtaining physical possession of the stock
certificates by
shareholders who hold their shares in street name. If possible,
in the
appropriate section, please revise to disclose the percentage
of your
shares that are held in street name.
We
have
revised the Preliminary Proxy Statement to disclose that there may be costs
associated with obtaining physical possession of the stock certificates
by
shareholders who hold their shares in street name. Based upon the Company’s
discussion with its transfer agent and with general discussions with broker
dealer firms, the costs are assessed by the broker dealer firm (or its
clearing
agent) and differ from firm to firm. Therefore, we cannot include a
definitive cost in the discussion. Please see pages 5 and 48.
We
have
also included disclosure regarding the percentage of our common stock held
in street name.
Proxy
Card
8.
Please
revise to highlight the entire sentence which indicates “If no direction
is made, this proxy will be voted “FOR” Proposals 1, 2 and 3”.
We
have
revised the Proxy Card to highlight the entire sentence which indicates
“If no
direction is made, this proxy will be voted “FOR” Proposals 1, 2, and 3. Please
see the Proxy Card.
Notice
of Special Meeting of Stockholders
9.
In
the second paragraph after the caption “your vote is important” we note
the disclosure that you will not have sufficient time or resources
to find
another target should this one fail. We also note the disclosure
here and
elsewhere that you will commence the winding up, dissolution
and
liquidation “in accordance with the terms” of your certificate of
incorporation and the trust agreement. Instead, please revise
to disclose
the actual amount of time you will wait after a failure to
approve the
merger has taken place to initiate the winding up, dissolution
and
liquidation of your company.
3
We
have
revised the Preliminary Proxy Statement to disclose the actual amount of
time
that the Company will wait after a failure to approve the merger has taken
place
to initiate the winding up, dissolution and liquidation of the Company.
The
Company believes that it will be able to commence the dissolution process
within
5 business days of the vote, assuming the merger is not approved and has
included such disclosure. Please see the Notice of Special Meeting of
Stockholders.
10.
Also
here and in the appropriate section, please revise to clarify
what actions
you will take if a vote for dissolution is rejected.
We
have
revised the Preliminary Proxy Statement to clarify that the Company will
continue to seek approval of dissolution if a vote for dissolution is rejected,
but that there can be no assurance that such approval would ever be obtained.
Please see the Notice of Special Meeting of Stockholders and pages 41-43,
63 and
122.
Summary
of the Material Terms of the Merger, page 1
11.
Please
revise to disclose the exchange ratio of your securities to those
of the
target.
We
have
revised the Preliminary Proxy Statement to disclose the exchange ratio
of the
securities to those of the target. Please see pages 66-67. We also included
the
disclosure under the section regarding the terms of the merger at page
1.
Questions
and Answers, page 2
12.
In
question and answer 15 on page 5, we note that a “portion of the proceeds”
will be used to “finance the merger”. Please revise to clarify if that
means cash will be used as consideration for the merger or if
it
is
just being used to
pay expenses.
We
have
revised the disclosure to clarify how the merger consideration is being
paid and
how expenses and conversion of shares are being paid. As disclosed in numerous
sections of the Preliminary Proxy Statement, the actual merger consideration
includes no cash other than the milestone payments, which are
contingent and deferred underwriter costs, expenses related to the
transaction and possible conversion of trust funds for shareholders so
electing;
substantially all of the amounts held in the trust fund, assuming the
merger is completed, will be used for working capital of the post merger
company. Please see page 9.
13.
We
note the disclosure at the bottom of page five that you did not
obtain a
valuation or fairness opinion. Please revise to include a question
and
answer to clarify the value that your officers and directors
assigned to
the target and not just the fact that it exceeds 80% of your
net assets.
4
We
have
revised the disclosure to include a question and answer to clarify that
the
value that the management of the Company assigned to the target is based
upon
the purchase price as negotiated by the parties and not just the fact that
it
exceeds 80% of the net assets. As stated elsewhere in this letter, we have
significantly modified the discussion of the Merger and submit that we
have
included disclosure which provides stockholders with a full discussion
of the
reasons for the Merger and valuation analysis of the Board. Please see
pages 7
and 60-61.
14.
We
note the inclusion of the public warrants to determine the
36.7% amount of
aggregate ownership by PharmAthene security holders. Since
you have
included the public warrants, please disclose the ownership
percentages
taking into account the possible conversion of the convertible
notes.
We
have
revised the Preliminary Proxy Statement to disclose the ownership percentages
taking into account the possible conversion of the convertible notes. Please
2007-03-21 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
Mail Stop 3561 May 20, 2007 Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp 2116 Financial Center 666 Walnut Street Des Moines, Iowa 50309 Re: Healthcare Acquisition Corp Preliminary Proxy Statement Filed on February 9, 2007 File No. 1-32587 Dear Mr. Pappajohn: We have reviewed your filing and have th e 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 commen t 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 ove rall disclosure in your filing. We look forward to working with you in these re spects. 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. We note the disclosure in the first risk factor on page 38 that your board did not determine a specific value fo r the target. Please revi se your letter and notice to Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 2 stockholders and summary section to highlight this fact. Further, in the appropriate section, please revise to clarify how such conduct is consiste nt with the disclosure in your IPO prospectus. Clarify how the board de termined the merger to be fair, without determining the value of the target. 2. We note the boldfaced disclosure in the forepa rt that shareholders must present their physical stock certificate on the business day pr ior to the date of the special meeting. On page 48, you disclose that shareholders “will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender” the certificate to you. The noted disclosures are not consistent. Please revise to reconcile your disclosure. 3. We note the disclosure that te ndering of the physical stock ce rtificate, please revise to clarify how shareholders will vote such shares in the special meeting if they no longer hold such shares, in street name or otherwise. 4. In connection with comment two, please revise to disclose the rationale for requiring the tendering before the meeting when the convers ion is predicated on the merger getting approved, which may not occur. 5. In connection with comment two, please revi se in appropriate lo cations to clearly disclose the minimum amount of time that w ill provided to shareholders to tender their shares for the conversion rights. Clarify if shareholders who tender their shares are still entitled to attend the meeting. 6. In your disclosure discussing the conversion of shares, please revise to provide a step by step procedure, including the timing of the tendering of shares. 7. In the appropriate sections, please revise to clearly discuss the costs associated with obtaining physical possession of the stock ce rtificates by shareholders who hold their shares in street name. If po ssible, in the appropriate sec tion, please revise to disclose the percentage of your shares th at are held in street name. Proxy Card 8. Please revise to highlight the entire senten ce which indicates “If no direction is made, this proxy will be voted “FOR” Proposals 1, 2 and 3. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 3 Notice of Special Meeting of Stockholders 9. In the second paragraph af ter the caption “your vote is important,” we note the disclosure that you will not have sufficient time or resour ces to find another target should this one fail. We also note the di sclosure here and elsewhere that you will commence the winding up, dissolution and liquida tion “in accordance with the terms” of your certificate of inco rporation and the trust agreement. Instead, please revise to disclose the actual amount of time you will wait after a failure to approve the merger has taken place to initiate the winding up, di ssolution and liquidation of your company. 10. Also here and in the appropriate section, please revise to clarif y what actions you will take if a vote for di ssolution is rejected. Summary of the Material Terms of the Merger, page 1 11. Please revise to disclose the exchange ratio of your securities to those of the target. Questions and Answers, page 2 12. In question and answer 15 on page 5, we note that a “portion of the proceeds” will be used to “finance the merger.” Please revise to clarify if that means cash will be used as consideration for the merger or if it is just being used to pay expenses. 13. We note the disclosure at the bottom of page five that you did not obtain a valuation or fairness opinion. Please revise to include a que stion and answer to cl arify the value that your officers and directors assigned to the target and not just the fact that it exceeds 80% of your net assets. 14. We note the inclusion of the public warra nts to determine the 36.7% amount of aggregate ownership by PharmAthene security holders. Since you have included the public warrants, please disclose the owne rship percentages taking into account the possible conversion of the convertible notes. 15. Please revise to quantify the amount of cash th at will be issued in lieu of fractional shares when answering the second question on page six. 16. In answering question 25, please revise to break down the post merger management group to highlight who is currently asso ciated with you and with the target. 17. In response to question 26, please revise th e answer to quantify your current outstanding liabilities and indicate the amount of thos e that are covered and not covered by waivers. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 4 Summary of the Proxy Statement, page 9 18. We note your statement that HAQ was formed to acquire “a business whose net assets are at least 80% of the net assets of HAQ.” Your Form S-1 stat ed that the business combination must be for assets or with a ta rget business whose fair market value is at least equal to 80% of our net assets at the time of such ac quisition. Please revise as appropriate. 19. Please revise to define your use of th e term “commercial stage” on page nine. 20. Please revise to clarify here that PharmAth ene has incurred losse s since inception, if true. 21. Based on the disclosure on page 10 about the possible upward adjustment due to conversions, please revise to disclose the maximum possible upward adjustment so that investors can understand the full possible exte nt of the dilution they could experience. 22. On page 10, we note that the preferred securities of the target will be terminated. Please revise to clarify if the holders of such secu rities will receive anything in exchange due to the terminations. 23. We note the disclosure on page 12 that holders of PharmAthene common stock may be entitled to dissenter’s or appraisal rights, however 80% of the outstanding common stock has voted in favor of the merger. In the appropriate secti on, please revise to clarify if PharmAthene’ security holders have dissenter’s or apprai sal rights. Also, in the appropriate section, please revise to clarify if the Ph armAthene security holders voted or consented to the merger. Did the target hold a stockholders’ meeting? 24. In disclosing the interest of your directors and officers in the merger throughout this document, please revise to quantify the financia l interest they have in this transaction. Quantify the total price they paid for their sh ares and the market price of such shares. Also, disclose the total warra nts purchased and the paid and current price of such warrants. If there are any arrangements cont emplated for your initial shareholders to act as consultants or any other role, please disclose also. 25. We note that the beneficial ownership ta ble on page 13 does not include common stock issuable upon the exercise of warrants when the warrants are exercisable upon the consummation of the business combination. Advise us of the legal basis why the warrants are not included in the beneficial ownership table. 26. Please revise to indicate the control pers ons for Sapling, LLC and Fir Tree Recovery Master Fund, LP. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 5 27. Please fill in the table at the top of page 15. 28. Please revise to fill in the percentage bla nks under the caption “interest of PharmAthene directors and officers in the merger” on page 15. Selected Historical Fina ncial Information, page 19 29. Revise your table of operati ng results included at page 19 to indicate PharmAthene’s results for the nine months ended September 30, 2006 are unaudited. Market Price Information, page 23 30. On this page, please revise to highlight the current market price and how it compares to the conversion price. Risk Factors, page 24 31. As they are currently written, your risk factor subheadings only highlight facts and not the risks associated with the materialization of the facts. Please re vise your subheadings to highlight the risk and harm to be suffe red should the disclosed facts materialize. 32. Please revise risk factor two to briefly discuss the risk you are attempting to convey and include more detailed disclosure later in the document if material. 33. Risk factors six and seven appear to address the same risk. Please revise to clarify how they are separate risks. 34. Risk factor five addressing the expensive and uncertain development process appears very similar to risk factor nine addressing delays in clinical trials and development cost. Please revise to clarify how they are separate risks. 35. Risk factor 15, the risk associat ed with retention of personnel, appears to be a risk that affects companies in and outside of your indus try. Please revise to clarify how the risk is specific to you. 36. Risk factor 16, the risk associated with “managing growth” is a risk that affects companies in and outside of your industry. In addition the risk factor appears generic. Please revise to clarify how the risk is specific to you. 37. In risk factor 17, please revi se to disclose the number of patents you rely upon and the ownership of such patents. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 6 38. Your risk factors 17 and 19 app ear to address similar risks. Please revise to combine the relevant portions of these fact ors into a single risk factor. 39. The risk factors need to be set forth in the order of materiality. In this regard, you must more prominently disclose that there was no independent valuation of PharmAthene undertaken in connectio n with the Merger. 40. In the risk factor on page 39, please revise to quantify the total amount of liabilities outstanding. Also identify the entities which have not waived their rights, interests or claims to the funds held in the trust account. The HAQ Special Meeting of Stockholders, page 45 41. We note your statement that “the HAQ Board of Directors … has determined that the consideration to be paid by HAQ in connect ion with the Merger is fair … from a financial point of view and the fair market value of PharmAthene is equal to or greater than 80% of the value of th e net assets of HAQ.” We also note your statement that HAQ did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement. Revise to specifica lly address how the Board of Director of HAQ determined that the consideration was fair from a financial point of view when it did not determine a specific valuation of Phar mAthene when it entered into the merger agreement. We may have further comment. Solicitation Costs, page 48 42. We note that directors and officers of H ealthcare Acquisition may call or personally solicit proxies from the stockholde rs. You must file any script s, outlines, instructions or other written materials you will furnish to individuals soliciting proxies. You must also file materials furnished to assist in the answ ering of stockholder inquir ies. Refer to Rule 14a-6(c) of Regulation 14A. The Merger Proposal, page 50 43. Briefly indicate the amount of additional shares which maybe issued if the maximum numbers of shareholders exer cise their conversion rights. Background of the Merger, page 50 44. Please revise to address the criteria used in your search for target companies. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 7 45. Please indicate the time frame of your di scussions with the 10 potential target companies. Revise to provide a detailed time line concerning Healthcare’s contacts with prospective targets. 46. Please revise to address in more detail the ne gotiations with the target that resulted in a signed letter of intent. Briefly describe th e business conducted by the target that signed the letter of intent. Address the reasons w hy an agreement with that target was not reached. 47. Briefly describe the business c onducted by SIGA Acquisition Corp. 48. Revise to address the reasons why the merger agreement was terminated by SIGA Acquisition Corp. 49. Please revise to disclose the purchase pric e Siga was going to pay for PharmAthene and compare it to the consideration to be offered in this transaction. 50. We note that counsel to PharmAthene serv es as counsel to a company on which John Pappajohn and Derace Schaffer, MD serv e as directors and of which Wayne Schellhammer is President and CEO. Please revise to clarify whether there were any discussions between counsel to PharmAth ene and John Pappajohn, Derace Schaffer or Wayne Schellhammer prior to October 5, 2006 concerning the acquisition of PharmAthene by Healthcare Acquisition. 51. Describe, in greater detail , discussions during the peri od between October 5, 2006 and January 16, 2007. Discuss each meeting in de tail. Describe the substance of all material discussions. 52. In this section, please revise to highli ght the 18 month deadline by which you were required to at least locate a target. 53. Discuss the negotiations of the merger in greater deta il. Clarify how the final consideration was determined. Discuss wh ether any valuation of PharmAthene was conducted prior to or during the merger negotia tions. Indicate whet her any valuation of PharmAthene was presented to the Healthcare board of directors prior to their approval of the merger on January 16, 2007. Discu ss whether and/or how The Maxim Group participated in determining the consideration to be paid to PharmAthene. 54. Please clarify when The Maxim Group was retained to assist on the merger transaction. Indicate the services performed by The Maxim Group in connection with the merger negotiations. 55. Any presentations or reports prepared by ma nagement or The Maxim Group, prior to the board’s determination on January 16, 2007 to approve the merger, should be described Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 8 in reasonable detail, by date, indicating th e nature of the presentation, information presented, recommendations and conclusions . Any materials, including reports, analyses, projections, talking pa pers and similar items which were prepared or presented at the board meetings should be supplementa lly provided to the staff. The disclosure should not be conclusory and should
2006-12-04 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP
1
filename1.htm
Global Markets & Investment Banking
4 World Financial Center - 5th Floor
New York, New York 10080
212-449-6500
December 4, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Allegiant Travel Company
Registration Statement No. 333-134145
Gentlemen:
We hereby join the
company in requesting that the effective date for the registration statement
referred to above be accelerated so that it will be declared effective at 3:00
p.m. on December 7, 2006, or as soon thereafter as possible, pursuant to Rule
430A.
The underwriters of the
above issue were advised by invitation wire and in subsequent underwriting
papers that they must comply with the provisions of SEC Release No 33- 4968 of
the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary
prospectus have been or will be made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will he mailed. The undersigned, as
joint-lead managers, have and will, and each underwriter and each dealer has
advised the undersigned that it has and will comply with Release No. 33- 4968
of the 1933 Act and Rule 15c2-8 under the 1934 Act.
In connection with the
foregoing and pursuant to Rule 460 please be advised that the undersigned have
effected approximately the following distribution of copies of the Preliminary
Prospectus dated November 20, 2006.
N.Y.S.E.
1
Financial Services and
Publications
15
N.A.S.D.
5
Underwriters
5,500
Dealers
20
Individuals &
Corporations
1,759
MLPF&S Inc. Branch
Offices
4,837
12,137
Copies
Very truly yours,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
BEAR, STEARNS & CO.
INC.
RAYMOND JAMES & ASSOCIATES,
INC.
As Underwriters
BY: MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
/s/ Palma
Mazzolla
Palma Mazzolla
Authorized
Signatory
2
2006-12-04 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm December 4, 2006 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Allegiant Travel Company Registration Statement on Form S-1 (Registration Statement No. 333-134145) Ladies and Gentlemen: We hereby request that the above-referenced Registration Statement be declared effective at 3:00 p.m. on Thursday, December 7, 2006, or as soon thereafter as practicable. In making this request, Allegiant Travel Company (the “Company”) acknowledges 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 (the acceleration of the effective date of the registration statement) 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, /s/ Linda A. Marvin Linda A. Marvin Chief Financial Officer cc: Robert B. Goldberg, Esq.
2006-11-27 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm ELLIS FUNK, P.C. Robert N. Dokson Attorneys At Law Of Counsel: Neal J. Fink One Securities Centre Donald J. Ellis (GA & VA) Robert B. Goldberg (GA & SC) Suite 400 David I. Funk Amy L. Kaye 3490 Piedmont Road, N.E. Russell H. Kasper, P.C. Albert L. Labovitz (GA & AL) Atlanta, Georgia 30305-1743 Jane R. Leitz M. Barry Leitz 404-233-2800 Clay M. White Facsimile 404-233-2188 E-mail: rgoldberg@ellisfunk.com November 27, 2006 Ms. Sara Kalin Legal Branch Chief United States Securities and Exchange Commission 100 F Street NE Washington, D.C 20549 Re: Allegiant Travel Company Amendment No. 3 to Registration Statement on Form S-1 Filed on November 20, 2006 File No. 333-134145 Dear Ms. Kalin: This letter is in response to the Staff’s comment letter issued on November 21, 2006, with respect to the above-referenced matter. The following responds to the item numbers in the Staff’s comment letter: Management’s Discussion and Analysis of Financial Condition and Results of Operations; Off-Balance Sheet Arrangements, page 53 1. We note your disclosure that subsequent to December 31, 2005, you purchased three of your aircraft that were previously under operating leases. You state further that your payments under your operating leases will be reduced by approximately $980,000 in 2006, $1,680,000 in 2007, and $980,000 in 2008, as a result of these purchases. However, it appears from Note 14 to your financial statements that each of your aircraft purchases was partially or fully funded using financing provided by the seller. As such, we believe that you should expand your disclosure either in this section or directly below your contractual obligations table to discuss the amounts that your periodic long-term debt payments (i.e. for the next five years and thereafter) will increase as a result of your aircraft purchases. Company Response: We acknowledge the Staff’s comment, but we do not believe additional disclosure is required. In that regard, please refer to Note 4 to the financial statements where the debt incurred to purchase these aircraft is disclosed, along with the interest rate and the terms of the repayment ($7,862,000 of debt due at varying dates through June 2011 and $2,221,000 of debt due at varying dates through July 2008). The additional disclosure the Staff suggests would not add any material information not already included in Note 4 to the financial statements. Business Competition, page 79 2. On page 80, revise to omit the comparisons with US Airways, United, American and Northwest Airlines. For example, remove your statements indicating that you have a unit cost advantage over other airlines because the other airlines use smaller jets, and remove the statement indicating that legacy carriers tend to charge higher restrictive fares and have a longer elapsed time of travel. Company Response: We acknowledge the Staff’s comment, but we do not believe the disclosure must be revised. In the airline industry, unit cost refers to cost per available seat mile. With respect to the Company’s unit cost advantage, the Company’s lower cost per available seat mile than U.S. Airways is based on publicly available information. For the first nine months of 2006, U.S Airways reported in its 10-Q filing its cost per available seat mile was 10.13 cents for its America West operations and 11.52 cents for its U.S Air operations. In comparison, Allegiant’s cost per available seat mile for the first nine months of 2006 was 7.44 cents. With respect to higher restrictive fares and a longer elapsed time of travel for travel between Las Vegas and Peoria, the fare information and elapsed time of travel are publicly available from the various airlines’ web sites or from the global reservations systems. In support of this conclusion is a U.S. Department of Transportation report showing the average fare from Peoria to Las Vegas as being $144 for Allegiant and $210 for other airlines for the 12 months ended June 30, 2006. We have also priced round trip travel on Allegiant and the other airlines (United, American and Northwest) for future travel between Peoria and Las Vegas. For a round trip beginning on December 7, 2006, Allegiant’s fare is $198 whereas the other airlines are all listed at $259 (based on the Sabre Reservations System). For a round trip beginning January 11, 2007, Allegiant’s fare is $198 whereas the other airlines are all listed at $418. The other airlines all require advance purchase of 7 to 21 days, at least one night’s stay and a round trip purchase. Allegiant does not have any of these requirements. As Allegiant’s flights are all nonstop and the other airlines all provide connecting service through their hubs, the elapsed time of travel on Allegiant will always be significantly less than the other airlines. 2 People, page 80 3. As a follow-up to the comment above, remove the statement indicating that your employees’ high quality service differentiates you from your competitors, or provide support for this statement, Further, we remind you that your registration statement should be updated to reflect the flight attendant vote on third party representation prior to effectiveness. Company Response: We acknowledge the Staff’s comment, but we do not believe the deletion of language is mandated. The Company does believe its employees’ service differentiates it from its competitors even if the statement cannot be objectively supported. However, please note that the statement is one of the Company’s belief. With respect to the union vote, we confirm to you our intention to include the results in the prospectus prior to effectiveness (if material). Aircraft Fuel, page 83 4. We note your disclosure that you have formed a wholly-owned subsidiary that has entered into a limited liability company operating agreement with an affiliate of Orlando Sanford International Airport to engage in contract fueling transactions for the provision of aviation fuel to airline users at that airport. Please tell us and disclose: i) the relationship of the limited liability company to your company (e.g. joint venture, equity investee, consolidated investee); and ii) your intended accounting treatment for the limited liability company operating agreement. As a part of your response, please discuss any accounting literature that you have relied upon in determining your intended accounting treatment. Company Response: We acknowledge the Staff’s comment, but we do not believe the additional disclosure is material at this time. The limited liability company is 50% owned by the Company’s wholly-owned subsidiary, but the limited liability company has yet to commence business, be capitalized, have assets or generate revenues. The Company intends to consider the requirements of FIN 46R “Consolidation of Variable Interest Entities,” APB 18 “The Equity Method of Accounting for Investments in Common Stock,” and ARB 51 “Consolidated Financial Statements” in determining whether the investment will be accounted for under the equity method or consolidation once the limited liability company becomes operational. 3 Legality Opinion — Exhibit 5.1 5. Please confirm that the reference and limitation to the “internal corporate law of the State of Nevada” includes the statutory provisions and also all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws. See Section VIII A.14 of the CF Current Issues Outline. Company Response: We will revise the opinion letter to conform to the Staff’s suggestion. In light of the foregoing, we respectfully request that the Staff withdraw comments #1 through 4 above. We would be pleased to discuss further if you like and would appreciate hearing back from you at your earliest opportunity in that the Company’s road show is in process. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter. Sincerely, Robert B. Goldberg RBG:jll cc: Maurice J. Gallagher, Jr. Andrew C. Levy Mark Smith, Esq. 4
2006-11-21 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
November 21, 2006
Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Amendment No. 3 to Registration Statement on Form S-1
Filed on November 20, 2006
File No. 333-134145
Dear Mr. Levy:
We have reviewed your amended filing 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Off-Balance Sheet Arrangements, page 53
1. We note your disclosure that subsequent to December 31, 2005,
you
purchased three of your aircraft that were previously under
operating
leases. You state further that your payments under your operating
leases will be reduced by approximately $980,000 in 2006,
$1,680,000
in 2007, and $980,000 in 2008, as a result of these purchases.
However, it appears from Note 14 to your financial statements that
each of your aircraft purchases was partially or fully funded
using
financing provided by the seller. As such, we believe that you
should expand your disclosure either in this section or directly
below your contractual obligations table to discuss the amounts
that
your periodic long-term debt payments (i.e. for the next five
years
and thereafter) will increase as a result of your aircraft
purchases.
Business
Competition, page 79
2. On page 80, revise to omit the comparisons with US Airways,
United, American and Northwest Airlines. For example, remove your
statements indicating that you have a unit cost advantage over
other
airlines because the other airlines use smaller jets, and remove
the
statement indicating that legacy carriers tend to charge higher
restrictive fares and have a longer elapsed time of travel.
People, page 80
3. As a follow-up to the comment above, remove the statement
indicating that your employees` high quality service
differentiates
you from your competitors, or provide support for this statement.
Further, we remind you that your registration statement should be
updated to reflect the flight attendant vote on third party
representation prior to effectiveness.
Aircraft Fuel, page 83
4. We note your disclosure that you have formed a wholly-owned
subsidiary that has entered into a limited liability company
operating agreement with an affiliate of Orlando Sanford
International Airport to engage in contract fueling transactions
for
the provision of aviation fuel to airline users at that airport.
Please tell us and disclose: i) the relationship of the limited
liability company to your company (e.g. joint venture, equity
investee, consolidated investee); and ii) your intended accounting
treatment for the limited liability company operating agreement.
As
a part of your response, please discuss any accounting literature
that you have relied upon in determining your intended accounting
treatment.
Legality Opinion - Exhibit 5.1
5. Please confirm that the reference and limitation to the
"internal
corporate law of the State of Nevada" includes the statutory
provisions and also all applicable provisions of the Nevada
Constitution and reported judicial decisions interpreting these
laws.
See Section VIII A.14 of the CF Current Issues Outline.
**********
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment 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
amendment and responses to our comments.
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 Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters. Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.
Sincerely,
Sara Kalin
Legal Branch Chief
cc: Via Facsimile: (404) 233-2188
Mr. Robert Goldberg, Esq.
Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
November 21, 2006
Page 3
</TEXT>
</DOCUMENT>
2006-09-25 - CORRESP - Allegiant Travel CO (ALGT) (CIK 0001362468)
CORRESP 1 filename1.htm ELLIS FUNK, P.C. Robert N. Dokson Attorneys At Law Of Counsel: Neal J. Fink One Securities Centre Donald J. Ellis (GA & VA) Robert B. Goldberg (GA & SC) Suite 400 David I. Funk Amy L. Kaye 3490 Piedmont Road, N.E. Russell H. Kasper, P.C. Albert L. Labovitz (GA & AL) Atlanta, Georgia 30305-1743 Jane R. Leitz M. Barry Leitz 404-233-2800 Clay M. White Facsimile 404-233-2188 E-mail: rgoldberg@ellisfunk.com September 25, 2006 Ms. Sara Kalin Legal Branch Chief United States Securities and Exchange Commission 100 F Street NE Washington, D.C 20549 Re: Allegiant Travel Company File No. 333-134145 Dear Ms. Kalin: You have requested our analysis as to why the proposed private sale by certain selling stockholders of Allegiant Travel Company (the “Company” or “Allegiant”) should not be integrated with the proposed public offering of common stock. Our analysis is based on the policy position articulated by the Staff of the Securities and Exchange Commission in the Black Box Incorporated (June 26, 1990) and the Squadron, Ellenoff, Pleasant & Lehrer (December 27, 1991) no-action letters. The Company is an airline and travel company. Its chief executive officer and one of its principal stockholders is Maurice J. Gallagher, Jr. Mr. Gallagher has been involved in the airline business for more than 25 years, as a principal owner and executive of Westair from 1983 until 1992, as a founder, officer and Director of ValuJet Airlines from 1993 to 1997 and as a financial supporter, principal owner or Director of Allegiant since 2000. In early 2006, the Company and Mr. Gallagher began discussions with Merrill Lynch regarding a potential initial public offering and filed a Registration Statement on Form S-1 on May 15, 2006, which was amended on July 6, 2006 and again on August 23, 2006. The Company has not printed or distributed preliminary prospectuses. The business currently operates as a limited liability company (Allegiant Travel Company, LLC) which will merge into the Company at or immediately prior to the public offering. In the merger, the LLC members will receive shares of the Company’s common stock. During his involvement with Westair, Mr. Gallagher became acquainted with Samuel Buttrick who served as an airline analyst with UBS and Mr. Gallagher regularly spoke with Mr. Buttrick during Mr. Gallagher’s tenure at Westair, ValuJet and now Allegiant. Mr. Buttrick now serves as an investment manager with UBS. As the airline industry is capital intensive and airline companies frequently seek access to the capital markets, Mr. Buttrick suggested Allegiant contact PAR Capital who has made significant investments in many airlines. As a result of this suggestion and in the ordinary course of establishing relationships with sources of capital, Mr. Gallagher reached out to PAR Capital in August 2006. After brief contacts from time to time on the phone, Mr. Gallagher and PAR Capital scheduled a face to face meeting in September 2006. At the meeting, Mr. Gallagher introduced Allegiant to PAR Capital without any specific intention of having PAR Capital buy stock at that time or in the public offering. No written materials were provided by Allegiant to PAR Capital at the meeting. After the meeting, PAR Capital expressed interest in immediately acquiring stock in Allegiant and the proposed transaction was negotiated. PAR Capital is the general partner of the entity which serves as the general partner of PAR Investment Partners, L.P. The principal business of PAR Investment Partners, L.P. (“PAR”) is that of a private investment partnership engaging in the purchase and sale of securities for its own account. Based on public filings, we believe PAR Capital Management has in excess of $1.8 billion of investments as of June 30, 2006. Under the proposed transaction, an affiliate of PAR Capital will purchase 1,750,000 shares from nine present stockholders of Allegiant at 93% - 95.5% of the IPO price (depending on which party will pay the agency fee). The selling stockholders are those who were previously listed as selling stockholders in the Allegiant Travel Company registration statement. As a result of the proposed sale to PAR, all selling stockholders will be removed from the registration statement and all shares to be sold under the registration statement will now come from Allegiant. The selling stockholders include ComVest Allegiant Holdings (two of whose affiliates serve on the Allegiant Board), Viva Air (two of whose affiliates serve on the Allegiant Board), Timothy Flynn (a Board member), Mitchell Allee (currently, a more than 5% stockholder of Allegiant) and five smaller stockholders. In the purchase agreement, PAR will make the representations and covenants necessary to support that the transaction is exempt from registration under the Securities Act of 1933 (the “Securities Act”), including representations as to its status as an institutional accredited investor and that it is acquiring the stock for its own account, for investment purposes and not with a view to the distribution of the shares. The shares to be issued to PAR will be legended and subject to stop transfer instructions. We expect that the purchase agreement will be signed prior to the distribution of preliminary prospectuses in connection with the IPO and that the obligations of the selling stockholders and PAR will be subject to customary conditions, none of which will be in the control of the parties to the purchase agreement. The purchase price will be payable in cash at closing, which will be conditioned upon and held simultaneously with the closing of the initial public offering. An affiliate of Merrill Lynch (the lead underwriter in the initial public offering) is to receive a 2.5% agency fee in connection with the transaction. 2 In connection with the transaction, Allegiant will make customary representations and warranties to PAR and has agreed to provide registration rights to PAR. PAR is expected to sign a 120-day lock-up in connection with the transaction. But for the fact that negotiations among the Company, PAR and the selling stockholders began after the filing of the registration statement, we believe the proposed sale to PAR would be exempt from registration under the Securities Act by reason of Section 4(1) (for those selling stockholders who are not affiliates of the Company) and Section 4(2) (for those selling stockholders who are affiliates). However, despite the fact that negotiations with PAR commenced after the initial filing of the registration statement, we believe the proposed transaction fits within the policy position taken by the Staff in the Black Box, Inc. no-action letter. Issuer’s counsel in Black Box noted that the definitive convertible debenture agreement might not be executed prior to the filing of the registration statement, and that it might become a transaction “concurrent” with the public offering. However, in that case, the debentures would be placed only to (1) thirty-five or fewer “qualified institutional buyers” (as defined in Rule 144A) and three participating institutional noteholders, or (2) not more than four “accredited investors” under paragraph (a)(1), (2), (3), (7) or (8) of Rule 501 plus three participating institutional noteholders. In Black Box, Inc., the Staff announced the policy position that a sale of a company’s convertible debentures in a transaction subsequent to the filing of a registration statement covering the same company’s offering of common stock need not be integrated with the public offering where the sale of the convertible debentures would be a valid private placement if viewed separately. Specifically, the Staff stated that “for policy reasons” such a transaction subsequent to the filing of the registration statement “need not be integrated with the registered public offering.” The Staff relied on the representation that “the transaction would be a valid private placement if viewed separately.” In Squadron, Ellenoff, Plesent & Lehrer (December 27, 1991), the Staff confirmed the availability of Black Box to private sales involving common stock. However, the Staff then limited Black Box to unregistered offerings to “(1) persons who would be qualified institutional buyers for purposes of Rule 144A and (2) no more than two or three large institutional accredited investors.” In addition, the Staff noted that “the Black Box policy position on integration was simply a formal articulation of an informal position the staff has taken previously with respect to simultaneous registered offerings and unregistered offerings to a limited number of first-tier institutional investors in connection with structured financings.” Consistent with the situation in Black Box (and as further elaborated in Squadron, Ellenoff), the proposed sale by the selling stockholders to PAR would only involve a limited number of sellers and a single institutional accredited investor. As noted above, but for the fact that negotiations among the Company, PAR and the selling stockholders began after the filing of the registration statement, we believe the proposed private transaction would be exempt from registration under the Securities Act by reason of Section 4(1) (for those selling stockholders who are not affiliates of the Company) and Section 4(2) (for those selling stockholders who are affiliates). 3 Finally, we do not believe that integrating the sale by the selling stockholders with the IPO would further one of the Commission’s main policies, which is prevent investors from harm by ensuring that the benefits of full and fair disclosure are available. PAR is a sophisticated investor that is fully qualified to make investment decisions on its own behalf. In conclusion, based on the facts and circumstances of the proposed sale and the reasoning and policies announced by the Staff in the Black Box and Squadron, Ellenoff letters, we believe the proposed concurrent private sale by the selling stockholders to PAR should not be integrated with the Company’s initial public offering. Please contact me at (678) 613-7210 should you require additional information or have questions regarding this letter. Sincerely, /s/ Robert B. Goldberg Robert B. Goldberg 4
2006-09-07 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
September 6, 2006
Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Amendment No. 2 to Registration Statement on Form S-1
Filed on August 23, 2006
File No. 333-134145
Dear Mr. Levy:
We have reviewed your amended filing 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 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. We will forward comments, if any, on your Confidential
Treatment
Application under separate cover when we complete our review.
Risk Factors, page 11
We may be subject to unionization, work stoppages, slowdowns or
increased labor costs, page 11
2. We note that your pilots have recently formed an in-house pilot
association and have requested a pay increase. Please expand this
risk factor to provide quantified information regarding the amount
of
the requested pay increase, if material to your business.
Additionally, please make similar revisions in your MD&A and
Business
sections as appropriate.
Management`s Discussion and Analysis of Financial Condition and
Results of Operation, page 39
General
3. It appears from your discussion of "The Offering" (on page 7),
that you intend to issue 100,000 shares of restricted stock to
your
employees coincident with your offering. Please expand your
discussion in MD&A to discuss the amount of expense that you
expect
to recognize both in the aggregate and on a per share basis, in
connection with the grant of the equity shares. If the
compensation
expense that you intend to recognize for the issuance of the
restricted shares will not be based upon your initial public
offering
price, please explain why - citing the specific factors that you
believe would result in a different measure of the fair value of
the
equity shares.
Liquidity and Capital Resources
Commitments and Contractual Obligations, page 51
4. We note that your long-term debt obligations disclosed in your
contractual obligations table do not agree with your long-term
debt
balance disclosed in both your balance sheet and Note 4 to your
financial statements. As such, please reconcile this difference.
If
your long-term debt obligations disclosed in your contractual
obligations table include interest expense, please disclose this
fact.
Business, page 64
Aircraft and Fleet, page 75
5. On page 76, revise to omit the comparisons with American
Airlines,
Delta Airlines and Northwest Airlines. Additionally, provide
support
for your statement that the average number of cycles is "the most
important measure of an aircraft`s life," or revise to remove this
statement.
Financial Statements
Consolidated Statements of Operations, page F-4
6. We have reviewed your response to our prior comment number 6.
However, it does not appear that your computations of the
unaudited
pro forma earnings per share amounts presented on the face of your
statement of operations give effect to the conversion of your
preferred shares to common shares in connection with your
offering.
As such, please revise the unaudited pro forma earning per share
data
presented on your statements of operations, or advise.
7. In addition, please provide a reconciliation in Note 1 to your
financial statements - similar to your reconciliation of net
income
to dilutive earnings per share - which reconciles your reported
net
income to pro forma earnings per share.
Consolidated Statements of Cash Flows, page F-6
8. Based upon Note 1 to your financial statements, it appears that
you have both purchased and sold short-term investments during the
six-month period ended June 30, 2006. As such, it appears that
you
have netted the purchases and sales of these investments in a
single
line item - "Purchase of short-term investments" - in your cash
flow
statement. As certain of your investments have original
maturities
of greater than three months, we believe that you should
separately
present the purchases and sales of your investments on a gross
basis.
Please revise your presentation of the cash flows resulting from
your
short-term investment activity, accordingly, or tell us why you
believe that your "net" presentation of the cash flows associated
with your short-term investments is appropriate. Refer to the
guidance outlined in paragraphs 11 through 13 of SFAS No. 95.
9. We note that you disclosed cash outflows of approximately $11.6
million relating to the purchase of short-term investments during
the
six-months ended June 30, 2006. However, in the prior amendment
to
your registration statement, you disclosed cash outflows of
approximately $21.2 million relating to the purchase of short-term
investments during the three-month period ended March 31, 2006.
As
such, it appears that you sold a significant amount of short-term
investments during the quarterly period ended June 30, 2006. Due
to
the significant amount of activity related to your short-term
investments, we believe you should expand Note 1 to your financial
statements to include all of the disclosures required by paragraph
21
of SFAS No. 115.
**********
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment 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
amendment and responses to our comments.
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 Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters. Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.
Sincerely,
Sara Kalin
Legal Branch Chief
cc: Via Facsimile: (404) 233-2188
Mr. Robert Goldberg, Esq.
Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
September 6, 2006
Page 1
</TEXT>
</DOCUMENT>
2006-08-21 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561
August 21, 2006
Via Fax & U.S. Mail
Mr. Magnus Lindquist,
Vice President and Chief Financial Officer
AUTOLIV, INC.
World Trade Center,
Klarabergsviadukten 70, SE-107 24
Stockholm, Sweden
Re: Autoliv, Inc.
Form 10-K for the year ended December 31, 2005
File No. 1-12933
Dear Mr. Lindquist:
We have completed our review of your Form 10-K and have no further comments at this
time.
Sincerely,
David R. Humphrey
Branch Chief
2006-07-28 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP
1
filename1.htm
SEC Correspondence with Autoliv Inc. - June 2006
June 28, 2006
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E
Washington, D.C. 20549
Attention: David R. Humphrey, Branch Chief
Re:
Autoliv Inc.
Form 10-K for the fiscal year ended December 31, 2005
filed February 28, 2006
File No. 1-12933
Dear Mr. Humphrey,
On behalf of Autoliv, Inc. ("Autoliv", the "Company" or "we"), we are writing to respond to the comments set forth
in your letter to Mr. Magnus Lindquist, dated July 18, 2006, with respect to the above referenced filing of the Company.
Set forth below are our responses to the Staff's comments, which have been provided in each case following the text of the
comment in the Staff's letter. The Company does not propose to file an amendment to its 2005 Form 10-K.
FORM 10-K (Fiscal Year December 31, 2005)
Autoliv Annual Report 2005
Cash Requirements
Comment No. 1: We have reviewed your response to prior comments 3 and 11. With respect to comment 3, we note your
proposed disclosure to rename the main caption to "Capital Structure" and to rename the measure "working capital" to
"operating working capital". Please disclose that this is a non-U.S. GAAP measure and provide a cross-reference to a
detailed discussion of the measure and its computation as reconciled to the U.S. GAAP measure of working capital. In
addition, expand your disclosure to include relevant information from the first and second paragraphs of your response to
comment 3 addressing why your policy (i.e. working capital should not exceed 10% of your sales) is a meaningful financial
metric for investors to consider in evaluating your ability to meet your cash requirements. With respect to the proposed
tabular disclosure in response to comment 11, please discuss the significance of providing each of the reconciling items
that are used in arriving at the non-U.S. GAAP measure of "operating working capital" as it is unclear as to the usefulness
of this measure to the Company's operations apart from the U.S. GAAP measure of "working capital". We suggest this non-U.S.
GAAP measure and tabular reconciliation be excluded from your MD&A.
Response: With respect to the discussion to be renamed "CAPITAL STRUCTURE", we will identify "Operating
working capital" as a non-U.S. GAAP measure and provide a cross-reference to the reconciliation to the U.S. GAAP measure of
working capital and the related discussion of the measure. We will expand our disclosure to discuss why the target of 10%
of sales is meaningful.
With respect to the tabular disclosure in response to Comment 11, we will, in future filings, include disclosure
substantially to the following effect, updated as appropriate:
Reconciliation of "Operating working capital" to U.S. GAAP measure
Operating working capital
December 31, 2005
Total current assets
$2,162.5
Total current liabilities
(1,764.3)
Working capital
398.2
Cash and cash equivalents
(295.9)
Short-term debt
508.4
Derivative asset and liability, current
(92.9)
Dividends payable
-
Operating working capital
$517.8
The Company uses the measure
"Operating working capital" as defined in the table above in its communications with investors and for management review of
the development of working capital cash generation from operations. The reconciling items used to derive this measure are,
by contrast, managed as part of our overall debt management.
We note your suggestion that the "Operating working capital" measure and tabular reconciliation be excluded from our MD&A.
We believe this measure is integral to the way we manage the cash generation aspects of our business operations and has
been historically important to investors and analysts in evaluating our performance. Accordingly, we believe it is
necessary to include and discuss this fully in our MD&A in order to present the most meaningful evaluation of our
operations and results for readers of our financial reports. We would like to re-emphasize that the management of
"Operating working capital" is essential as part of our efforts to optimize cash generation by focusing on operationally
derived working capital. By comparison management of cash and debt, while important to the overall business, is not part
of the responsibilities of day-to-day operations' management.
Comment No. 2: We have reviewed your response to prior comment 4. Please expand your disclosure to include the first
paragraph of your response, particularly that you have defined a debt limitation policy consisting of a leverage ratio and
an interest coverage ratio, and the reasons thereof, and that, until December 2004, the measures corresponded to the
financial covenants in your revolving credit facility; however, subsequent thereto, you no longer have financial covenants
in your revolving credit facility nor any such financial covenants in any other debt instruments.
Response: We will, in future filings, expand our disclosure to include information from the first paragraph
of our response to prior Comment 4, and specifically discuss that we, as part of managing our overall debt and capital
structure, have defined a debt limitation policy consisting of a leverage ratio and an interest coverage ratio. We will
disclose the reasons thereof, and that, until December 2004, these measures corresponded to the financial covenants in our
Revolving Credit Facility; but that subsequent thereto, we no longer have any financial covenants in our Revolving Credit
Facility or any other debt agreements.
Management's Discussion and Analysis
Items Affecting Comparability
Non-U.S. GAAP Measures
Comment No. 3: We have reviewed your response to prior comment 7. We suggest that you also, for each tabular
reconciliation to be provided in the various MD&A sections, clearly present narrative introductory disclosure identifying
the table as one that reconciles the non-U.S. GAAP measure to the U.S. GAAP basis financial statements. The narrative
disclosure should clearly identify the non-U.S. GAAP measure and its usefulness to management in analyzing operations and
company performance.
Response: We will, in future filings, for each tabular reconciliation to be provided in the various MD&A
sections, clearly present narrative introductory disclosure identifying the table as one that reconciles the non-U.S. GAAP
measure to the U.S. GAAP basis financial statements. The narrative disclosure will identify the non-U.S. GAAP measure and
its usefulness to management in analyzing operations and company performance.
Year Ended December 31, 2005
versus Year Ended December 31, 2004
Net Sales
Comment No. 4: We have reviewed your response to prior comment 8. As your financial statements are prepared under
U.S. GAAP and are stated in U.S. dollars, it is unclear why an investor would not be able to understand developments in
your business, including the impact from effect of exchange rates and acquisitions and dispositions. We suggest you clearly
disclose that "organic sales" is a non-U.S. GAAP measure, and describe how this amount is calculated or derived from your
U.S. dollar denominated sales reported in your financial statements. Also, disclose from your response, that 75% of your
sales are denominated in currencies other than the U.S. dollar. It is unclear, from your proposed tabular presentation,
whether the actual amount of "organic sales growth" represents non-U.S. dollar or U.S. dollar denominated sales. Further,
to the extent acquisitions and dispositions on a stand-alone basis, are significant, we suggest you separately disclose the
impact from each. For consistency with other proposed tabular presentations of non-U.S. GAAP measures, we suggest you
provide dollar amounts in addition to percentage changes.
Response: In future filings, to the extent acquisitions and dispositions on a stand-alone basis, are
significant, we will separately disclose the impact from each on organic sales growth.
For consistency with other proposed tabular presentations of non-U.S. GAAP measures, we will provide dollar amounts in
addition to percentage changes. The disclosure will be substantially to the following effect, updated as appropriate:
Components of net sales increase (decrease)
2005
(USD
Millions)
2005
$
2004
(USD
Millions)
2004
%
Organic sales growth
12.9
.2
414.7
7.8
Impact of acquisitions/divestments
24.3
.4
70.5
1.3
Effect of exchange rates
23.8
.4
358.0
6.8
Reported net sales change
61.0
1.0
843.2
15.9
The Company has substantial operations outside the United States and currently, approximately 75% of sales are denominated
in currencies other than the U.S. dollar. This makes the Company and its performance in regions outside the U.S. sensitive
to changes in the U.S. dollar exchange rates. The Company therefore uses the non-U.S. GAAP measure "Organic sales growth"
in its external communications with investors and internally for management's analysis of sales development. The measure
"Organic sales growth" presents the increase or decrease in our overall U.S. dollar net sales on a comparative basis,
allowing separate discussion of the impacts of acquisitions/divestments and exchange rates. We believe this is a key
performance measure, from an investor perspective, helping users of our financial statements fully understand the
underlying sales development of the business. The tabular reconciliation above presents "Organic sales growth" as
reconciled to the change in the total net sales as can be derived from our audited financial statements.
Interest Expense, Net
Comment No. 5:We have reviewed your response to prior comment 10. Please clarify in your disclosure that "net debt"
is a non-U.S. GAAP measure. Also, disclose why this measure is useful to management and investors, given that it is no
longer appears to be used under the revolving credit facility. Clarify that the measure should not be used as an
alternative to the "total debt" as determined under U.S. GAAP. The non-U.S. GAAP measure should be presented and discussed
as a supplemental measure to the primary GAAP measure.
Response: In future filings, we will disclose that "Net debt" is a non-U.S. GAAP measure. We will also
disclose why we consider this measure to be useful to management and investors, given that it is no longer used under our
Revolving Credit Facility. The non-U.S. GAAP measure will be presented and discussed as a supplemental measure to the
primary U.S. GAAP measure of total debt.
Notes to Consolidated Financial Statements
Note 11. Product Related
Liabilities
Comment No. 6: We have reviewed your response to prior comment 15. We suggest your proposed disclosures include
more specifics as to the reason for the higher payments in 2005 and 2004, such as describing the nature of the ongoing
recalls for the replacement of defective products, including the origination date of the recalls and the products involved. Please also describe the nature of the warranty-related issue with a customer and the amount involved, if material to the total payments or accruals made in 2004 and 2005.
Response: Our general policy is not to provide specific details of potentially faulty products or products
that for other reasons could be the subject of activities primarily by our customers. Similarly, our general policy is not
to provide specific details of warranty-related issues per product or associate such issues with individual customers or
poducts.
The total liabilities for product related issues in 2004 included more than 20 individual issues, the largest of which
represented $11.8 million. In 2005 there were also more than 20 individual issues, the largest of which represented $12.2
million. No individual issue in either year was determined to be material.
FORM 10-Q (Quarter Ended March 31, 2006):
Note 1. Basis of Presentation
Comment No. 7: We have reviewed your response to prior comment 19. It appears the change in your dividend policy
should represent the correction of an error in previously issued financial statements. Dividends declared on stock that is
accounted for as equity should generally be reflected as a liability and as a reduction to equity, at the time they are
"declared." As such it appears a revision to your financial statements and disclosure, in the form of restatement, may be
necessary. However, you indicate in your response and disclose in the March 31, 2006 Form 10-Q that the change was not
material to your financial position at March 31, 2006, or any prior fiscal periods. Please supplementally provide to us a
schedule that shows the impact from this misapplication of GAAP on current liabilities and shareholders' equity for each
quarter in fiscal years 2004, 2005 and the subsequent interim period in 2006. We may have further comment after review of
your response. We refer you to FASB Concepts Statement No. 6 paragraph 39 and SFAS No. 154, paragraphs 2(h) and 25.
Response: In addition to the quantitative assessment noted below, we also believe this change is not
material from a qualitative perspective since it does not affect any of our key operating perfomance metrics or ratios
typically used by investors and analysts. Also, as noted above, the Company has no financial covenants that would be
impacted.
The table below shows the financial impact of the change in our recording of dividends on current liabilities and
shareholders' equity for each quarter in fiscal years 2004, 2005 and the first quarter of 2006. Based upon this we
concluded that this change was clearly not material to the Company's financial position.
(USD Millions)
Q1 2004
Reported
If Restated
Change
%
Dividends accrued
18.9
Total current liabilities
1,371.6
1,390.5
18.9
1.4%
Total shareholders equity
2,428.3
2,409.4
(18.9)
(.8%)
Q2 2004
Reported
If Restated
Change
%
Dividends accrued
18.7
Total current liabilities
1,387.8
1,406.5
18.7
1.3%
Total shareholders equity
2,454.6
2,435.9
(18.7)
(.8%)
Q3 2004
Reported
If Restated
Change
%
Dividends accrued
18.4
Total current liabilities
1,426.8
1,445.2
18.4
1.3%
Total shareholders equity
2,450.7
2,432.3
(18.4)
(.8%)
Q4 2004
Reported
If Restated
Change
%
Dividends accrued
23.0
Total current liabilities
1,799.3
1,822.3
23.0
1.3%
Total shareholders equity
2,636.4
2,613.4
(23.0)
(.9%)
Q1 2005
Reported
If Restated
Change
%
Dividends accrued
27.4
Total current liabilities
1,761.9
1,789.3
27.4
1.6%
Total shareholders equity
2,603.5
2,576.1
(27.4)
(1.1%)
Q2 2005
Reported
If Restated
Change
%
Dividends accrued
26.8
Total current liabilities
1,902.3
1,929.1
26.8
1.4%
Total shareholders equity
2,516.8
2,490.0
(26.8)
(1.1%)
Q3 2005
Reported
If Restated
Change
%
Dividends accrued
27.5
Total current liabilities
1,864.5
1,892.0
27.5
1.5%
Total shareholders equity
2,429.5
2,402.0
(27.5)
(1.1%)
Q4 2005
Reported
If Restated
Change
%
Dividends accrued
26.8
Total current liabilities
1,764.3
1,791.1
26.8
1.5%
Total shareholders equity
2,316.1
2,289.3
(26.8)
(1.2%)
Q1 2006
Reported
If Restated
Change
%
Dividends accrued
26.5
0.0
Total current liabilities
1,866.9
1,866.9
0.0
0.0%
Total shareholders equity
2,313.8
2,313.8
0.0
0.0%
2006-07-20 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
July 20, 2006
Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Amendment No. 1 to Registration Statement on Form S-1
Filed on July 5, 2006
File No. 333-134145
Dear Mr. Levy:
We have reviewed your amended filing 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Cover page
1. Please state that the selling shareholders are deemed
underwriters
to the extent the underwriters purchase shares from the selling
shareholders to cover overallotments.
Risk Factors, page 12
Our maintenance costs will increase as our fleet ages, page 14
2. Please disclose the average age of an aircraft based on
industry
standards. For example, since FAA regulations require additional
maintenance inspections for older aircraft, please describe the
age
of an "older aircraft" to help investors assess the risk.
Use of Proceeds, page 29
3. To the extent you incur a commitment or obligation in
connection
with your current negotiations to purchase a leased aircraft,
please
revise disclosure accordingly.
Selected Financial and Operating Data, page 32
4. We note that while you have most recently disclosed EBITDA as a
measure of operating performance, you have provided a
reconciliation
of EBITDA to cash flows from operations, which is consistent with
the
presentation of EBITDA as a measure of liquidity. As such, we
believe you should revise your document to provide a
reconciliation
of EBITDA to net income or loss. Please refer to the guidance
provided in question number 15 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures."
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Other (Income) Expense, page 49
5. We have reviewed your response to our prior comment number 20.
However, we do not believe that your amended disclosures fully
address the concerns raised in our prior comment. Given the
significance of the "gain on fuel derivatives" recognized in
fiscal
year 2004 (relative to net income and relative to the gains
recognized in fiscal years 2003 and 2004), please disclose the
underlying factors which contributed to the materiality of the
gain
recognized in fiscal year 2004. For example, please disclose
whether
the size of the gain recognized was a result of the quantity or
notional value of outstanding derivative contracts, greater
fluctuations in the underlying(s) being hedged by your derivative
contracts, or other factors. Your amended disclosures should be
as
detailed as necessary to provide a clear understanding with regard
to
the factors contributing to the materiality of the recognized
gain.
Financial Statements
General
6. We note that prior to the completion of your offering, you
intend
to convert from a limited liability company to a corporation. We
also note that in connection with your conversion, your
outstanding
shares of preferred stock will be exchanged for shares of common
stock. As such, please present pro forma tax and earnings per
share
data on the face of your statements of operations for the latest
fiscal year and any interim period presented, giving effect to
both
the tax implications associated with converting from a limited
liability company to a corporation and the conversion of your
preferred shares to common shares. A pro forma balance sheet
should
also be presented alongside the historical balance sheet as of the
latest period presented in your registration statement, giving
effect
to the conversion of your preferred stock and the tax adjustments
associated with your reorganization.
Consolidated Statements of Shareholders`/Members` Equity (Deficit)
and
Comprehensive Income, page F-5
7. Per your statement of shareholders` equity, it appears that you
issued warrants valued at approximately $329,000 during the
quarter
ended March 31, 2006. However, it does not appear that you have
discussed the issuance of these warrants elsewhere in your
document.
As such, please disclose i) the transaction that resulted in the
issuance of the aforementioned warrants, ii) whether the warrants
were issued to an employee(s), a related party, or an unrelated
third
party, iii) the number of warrants that you issued during the
quarter, iv) the exercise price(s) of the warrants, and v) how you
have valued the warrants, including the assumptions that you used.
Notes to Consolidated Financial Statements
Short-term Investments, page F-10
8. We note that although you have disclosed the cost and market
value
of your short-term investments as of March 31, 2006, you have not
disclosed information regarding their contractual maturities. As
such, please expand your disclosures to provide information about
the
maturity of your short-term investments held at March 31, 2006.
Refer to the requirements of paragraph 20 of SFAS No. 115.
Employee Benefit Plans
Share Option Program, page F-22
9. We have reviewed your response to our prior comment number 42,
but
we do not believe that your response fully addresses the concerns
raised in our prior comment. While you have discussed the factors
considered by your Board of Directors when determining the fair
value
of your common shares issued in August of 2003, your response does
not discuss the use of a valuation methodology or technique, such
as
those described in the AICPA Auditing and Accounting Practice Aid
"Valuation of Privately-Held-Company Equity Securities Issued as
Compensation." As such, please describe in detail the methodology
and assumptions used by your Board of Directors to determine the
fair
value of your common shares on the date that these common shares
were
issued. In addition, tell us why management chose not to obtain a
contemporaneous valuation of your common shares from an
independent
valuation specialist at the issuance date. If a full valuation
analysis was not performed at the time that your common shares
were
issued, we believe a retrospective valuation should be performed
at
this time. In addition, please discuss in MD&A the factors
considered, significant assumptions and valuation method utilized
at
each valuation date. Furthermore, we believe that you should
specifically disclose the factors that contributed to the increase
in
the fair value of your common shares from $0.10 per share in
August
of 2003 to $3.50 in February of 2005 and to $4.50 in September of
2005.
10. Please discuss in MD&A how the exercise prices of your options
and warrants issued during fiscal years 2005 and 2006 compare to
the
expected public offering price of your common shares. Your
expanded
disclosures should include the following:
* A discussion of the significant factors, assumptions, and
methodologies used in determining the fair value of your common
shares on the dates that your options and warrants were issued.
* A discussion in MD&A of each significant factor contributing to
the
difference between the fair value of your common shares as of the
dates of your option and warrant issuances and your expected
public
offering price.
* A discussion in MD&A of the valuation alternative selected for
use
by the Board of Directors when your options and warrants were
issued,
and an explanation of why management chose not to obtain a
contemporaneous valuation of your common shares by an independent
valuation specialist.
Please refer to the guidance outlined in paragraph182 of the AICPA
Audit and Accounting Practice Aid "Valuation of Privately-Held-
Company Equity Securities Issued as Compensation."
**********
Closing
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment 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
amendment and responses to our comments.
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 Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters. Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.
Sincerely,
Sara Kalin
Legal Branch Chief
cc: Via Facsimile: (404) 233-2188
Mr. Robert Goldberg, Esq.
Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
July 20, 2006
Page 5
</TEXT>
</DOCUMENT>
2006-07-18 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561
July 18, 2006
Via Fax & U.S. Mail
Mr. Magnus Lindquist,
Vice President and Chief Financial Officer
AUTOLIV, INC.
World Trade Center,
Klarabergsviadukten 70, SE-107 24
Stockholm, Sweden
Re: Autoliv, Inc.
Supplemental response letter dated June 28, 2006 regarding the
Form 10-K for the year ended December 31, 2005
File No. 1-12933
Dear Mr. Lindquist:
We have reviewed your supplemental response letter to us dated June 28, 2006 in
response to our letter of comment dated June 15, 2006 and have the following comments. Where indicated, we think you should revise your documents in response to these comments in future filings with us. Please confirm that such comments will be complied with. If you disagree, we will consider your explanation as to why our comments are 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 the 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.
Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason. Your response should be
submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond within ten (10) business days.
Magnus Lindquist
Autoliv, Inc. July 18, 2006 Page 2
FORM 10-K (Fiscal Year December 31, 2005)
Autoliv Annual Report 2005
Cash Requirements
1. We have reviewed your response to prior comments 3 and 11. With respect to comment 3, we note your proposed disclosure to rename the main caption to “Capital Structure” and to rename the measure “working capital” to “operating working capital.” Please disclose that this is a non-U.S. GAAP measure and provide a cross-reference to a detailed discussion of the measure and its computation as reconciled to the U.S. GAAP measure of working capital. In addition, expand your disclosure to include relevant information from the first and second paragraphs of your response to comment 3 addressing why your policy (i.e., working capital should not exceed 10% of your sales) is a meaningful financial metric for investors to consider in evaluating your ability to meet your cash requirements. With respect to the proposed tabular disclosure in response to comment 11, please discuss the significance of providing each of the reconciling items that are used in arriving at the non-U.S. GAAP measure of “operating working capital” as it is unclear as to the usefulness of this measure to the Company’s operations apart from the U.S. GAAP measure of “working capital.” We suggest this non–U.S. GAAP measure and tabular reconciliation be excluded from your MD&A.
2. We have reviewed your response to prior comment 4. Please expand your disclosure to include the first paragraph of your response, particularly that you have defined a debt
limitation policy consisting of a leverage ratio and an interest coverage ratio, and the reasons thereof, and that, until December 2004, the measures corresponded to the financial covenants in your revolving credit facility; however, subsequent thereto, you no longer have financial covenants in your revolving credit facility nor any such financial covenants in any other debt instruments.
Management’s Discussion and Analysis
Items Affecting Comparability
Non-U.S. GAAP Measures
3. We have reviewed your response to prior comment 7. We suggest that you also, for each tabular reconciliation to be provided in the various MD&A sections, clearly present narrative introductory disclosure identifying the table as one that reconciles the non-U.S. GAAP measure to the U.S. GAAP basis financial statements. The narrative disclosure should clearly identify the non-U.S. GAAP measure and its usefulness to management in analyzing operations and company performance.
Magnus Lindquist
Autoliv, Inc. July 18, 2006 Page 3
Year Ended December 31, 2005 versus Year Ended December 31, 2004
Net Sales
4. We have reviewed your response to prior comment 8. As your financial statements are prepared under U.S. GAAP and are stated in U.S. dollars, it is unclear why an investor would not be able to understand developments in your business, including the impact from effect of exchange rates and acquisitions and dispositions. We suggest you clearly disclose that “organic sales” is a non-U.S. GAAP measure, and describe how this amount is calculated or derived from your U.S. dollar denominated sales reported in your financial statements. Also, disclose from your response, that 75% of your sales are denominated in currencies other than the U.S. dollar. It is unclear, from your proposed tabular presentation, whether the actual amount of “organic sales growth” represents non-U.S. dollar or U.S. dollar denominated sales. Further, to the extent acquisitions and dispositions on a stand-alone basis, are signi ficant, we suggest you separately disclose
the impact from each. For consistency with other proposed tabular presentations of non-U.S GAAP measures, we suggest you provide dollar amounts in addition to percentage changes.
Interest Expense, Net
5. We have reviewed your response to prior comment 10. Please clarify in your disclosure that “net debt” is a non-U.S. GAAP measure. Also, disclose why this measure is useful to management and investors, given that it is no longer appears to be used under the revolving credit facility. Clarify that the measure should not be used as an alternative to the “total debt” as determined under U.S. GAAP. The non-U.S. GAAP measure should be presented and discussed as a supplemental measure to the primary GAAP measure.
Financial Statements
Notes to Consolidated Financial Statements
Note 11. Product Related Liabilities
6. We have reviewed your response to prior comment 15. We suggest your proposed disclosures include more specifics as to the reason for the higher payments in 2005 and 2004, such as describing the nature of the ongoing recalls for the replacement of defective products, including the origination date of the recalls and the products involved. Please also describe the nature of the warranty-related issue with a customer and the amount involved, if material to the total payments or accruals made in 2004 and 2005.
Magnus Lindquist
Autoliv, Inc. July 18, 2006 Page 4
FORM 10-Q (Quarter Ended March 31, 2006)
Note 1. Basis of Presentation
7. We have reviewed your response to prior comment 19. It appears the change in your dividend policy should represent the correction of an error in previously issued financial statements. Dividends declared on stock that is accounted for as equity should generally be reflected as a liability and as a reduction to equity, at the time they are “declared.” As such it appears a revision to your financial statements and disclosure, in the form of restatement, may be necessary. However, you indicate in your response and disclose in the March 31, 2006 Form 10-Q that the change was not material to your financial position at March 31, 2006, or any prior fiscal periods. Please supplementally provide to us a schedule that shows the impact from this misapplication of GAAP on current liabilities and shareholders’ equity for each quarter in fiscal years 2004, 2005 and the subsequent interim period in 2006. We may have further comment after review of your response. We refer you to FASB Concepts Statement No. 6, paragraph 39 and SFAS No. 154, paragraphs 2(h) and 25.
********
You may contact Ms. Beverly A. Singlet on, Staff Accountant, at (202) 551-3328 if you
have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3211 with any other questions.
Sincerely,
David R. Humphrey
Branch Chief
2006-06-28 - CORRESP - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
CORRESP
1
filename1.htm
SEC Correspondence with Autoliv Inc. - June 2006
June 28, 2006
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E
Washington, D.C. 20549
Attention: David R. Humphrey, Branch Chief
Re:
Autoliv Inc.
Form 10-K for the fiscal year ended December 31, 2005
filed February 28, 2006
File No. 1-12933
Dear Mr. Humphrey,
On behalf of Autoliv, Inc. ("Autoliv", the "Company" or "we"), we are writing to respond to the comments set forth
in your letter to Mr. Magnus Lindquist, dated June 15, 2006, with respect to the above referenced filing of the Company.
Set forth below are the responses to the Staff's comments, which have been provided in each case following the text of the
comment in the Staff's letter. The Company does not propose to file an amendment to its 2005 Form 10-K.
FORM 10-K (Fiscal Year December 31, 2005)
Item 2. Properties
Comment No. 1: For each of your facilities, please indicate whether the property is owned or leased.
Response: The Company will revise its future filings to specify which of its properties are owned or leased.
Item 3. Legal Proceedings
Comment No. 2: With respect to the December 2003 award to a supplier of Autoliv ASP, expand your disclosure to
describe the nature of the underlying commercial dispute.
Response: The Company will revise its future filings to specify that the dispute relates to purchase
commitments. The Company does not believe a more detailed level of disclosure is required by Item 103 of Regulation S-K,
and notes that, per Instruction 2 to Item 103 of Regulation S-K, disclosure of the dispute is not required since the amount
of the claim for damages involved, exclusive of interest and costs, does not exceed 10 % of the Company's current assets.
Autoliv Annual Report 2005
Cash Requirements
Comment No. 3: It is unclear why you have a policy that your working capital should not exceed 10% of your sales.
Please expand your disclosure to explain why this target is a meaningful financial metric for investors to consider when
evaluating your ability to meet your cash requirements.
Response: In view of the Staff's comments on the "CASH REQUIREMENTS" section of the Annual Report, we will
in future filings rename the main caption to "CAPITAL STRUCTURE". We believe the policy that working capital should not
exceed 10% of sales is an important financial metric for investors because it provides guidance on how we expect to manage
cash generation. This cash generation is used to return funds to investors via dividends and share buybacks. In response to
investor requests to clarify how our working capital may develop over time, management reviewed the relevant parameters and
defined the policy that working capital was targeted not to exceed 10%. We believe the 10% benchmark is a realistic target
for helping to manage our overall liquidity position. This target has been discussed as part of our financial results calls
for analysts and investors over the last several years. In addition, the target is used internally as part of management's
review of our internal business units.
Please note that the definition of working capital that we use for this purpose is different than the traditional
definition. We will further discuss our definition of working capital in response to Comment 11 below. Based on our
conclusions in response to Comment 11, we will, in future filings, rename this measure "operating working capital".
Comment No. 4: Similarly, explain the rationale behind your policies regarding your leverage ratio and your interest
coverage ratio. Also, indicate whether these ratios are consistent with compliance covenants, if any, contained in your
Revolving Credit Facility or other debt instruments.
Response: As part of the analysis of the Company's capital structure, both credit and equity investors
desire guidance from the Company regarding the extent to which it would be prepared to leverage its operations. The Company
has therefore defined a debt limitation policy consisting of a leverage ratio and an interest coverage ratio. The measures
utilize generally accepted standards in the debt capital markets among credit analysts. Until December 2004, the measures
corresponded to the financial covenants in our Revolving Credit Facility. As described on page 43 of the 2005 Annual
Report, the Company no longer has financial covenants included in its Revolving Credit Facility, nor does it have such
financial covenants included in any other debt instruments.
Please note that we consider the definition of "net debt" that we use for this purpose to be a non-GAAP measure. We will
further discuss our definition of net debt in response to Comment 10 below.
Comment No. 5: In the context of your cash requirements, please explain how depreciation (including amortization)
will cover anticipated capital expenditures. In this regard, it is unclear how these non-cash charges will provide the
cash required to fund your capital expenditures.
Response: The Company recognizes that depreciation and amortization do not provide cash. Our intention in
this type of discussion is to provide the reader information as to our anticipated future capital expenditure levels. We
will revise our disclosure in future filings substantially to the following effect, updated as appropriate:
"Furthermore, we expect capital expenditures over the next few years to approximately correspond to depreciation (including amortization)."
Management's Discussion and Analysis
Important Trends
Comment No. 6: See the last sentence in the second paragraph under the heading "Component Costs". Supplementally
tell us, and in future filings explain, the amount and nature of the certain costs that were reclassified in 2005 from
'costs of sales' to R,D&E expense that resulted in an improvement to your gross margin. Tell us facts and circumstances
that led to the reclassification in 2005 rather than in an earlier period, and advise why this was not considered to be a
correction of an error.
Response: During the last several months of 2004, we completed a process to more clearly define our method
of allocating, between cost of sales and RD&E, costs related to shared activities, such as quality, industrial engineering
and purchasing.
As a result of that process, we began in the first quarter of 2005 to report these costs in a more precise and consistent
manner. As we did in our 2005 Annual Report MD&A, we disclosed the impact on margins during each of the quarters of 2005 in
our Form 10-Q filings. The impact in each quarter was proportionally similar to the full year 2005 impact (i.e.
approximately 0.3 percentage points on gross profit margin). We believe this to be more of a refinement of our existing
accounting practice, rather than an error and consequently have reflected it as being analogous to a reclassification or
reallocation on a prospective basis. We considered making a conforming presentation for all periods presented, but
concluded that since this refinement did not have a significant impact, the effort to collect the necessary information for
2004 and 2003 was not warranted on a cost/benefit basis.
The Company will include disclosure in its future filings substantially to the following effect, updated as appropriate:
"The gross profit margin increased by approximately 0.3 percentage points due to the prospective reclassification or
reallocation from cost of sales of certain shared quality, industrial engineering and purchasing costs to R,D&E expense.
This reallocation resulted from completion of a process by the Company to more clearly and consistently define its
methodology for allocating such shared costs."
Items Affecting Comparability
Non-U.S. GAAP Measures
Comment No. 7: Please expand to identify the non-GAAP measures that are presented in the discussion. Also, expand to
identify how these measures are used by management, and disclose that the measures may not be comparable to similarly title
measures used by other companies. Tell us why a reasonable investor would not be able to use your GAAP financial
statements in order to independently compute any necessary performance measures to analyze trends in your business. We
suggest you give consideration to eliminating the non-GAAP measures to the extent they are not used by management or not
critical to an understanding of your business.
Response: Rather than significantly expand on the discussion in response to this comment, we believe it
generally would be more useful to the readers of our Annual Report to clearly identify and include tabular reconciliation
presentations in the sections of the Annual Report in which the non-GAAP measures first appear. Please see our responses to
Comments 8, 10, 11 and 13 below. In addition, we would propose to include the following additional wording in the Non-U.S.
GAAP Measures section of our Annual Report: "These Non-U.S. GAAP Measures have been identified as applicable in each
section of this Annual Report with a tabular presentation reconciling them to U.S. GAAP. It should be noted that these
measures, as defined, may not be comparable to similarly titled measures used by other companies."
Year Ended December 31, 2005 versus Year Ended December 31, 2004
Net Sales
Comment No. 8: We assume your use of the term "organic sales" represents one of the non-GAAP measures used. As such,
we suggest you either delete this measure, or provide a tabular presentation that identifies the sources of your sales
growth, as well as any decreases, as reconciled to the consolidated total of "net sales". In this way, you have identified
and have an opportunity to discuss your sales growth in total, based on comparable sales volume or price from year-to-year,
currency effects, and the impact of acquisitions and divestitures.
Response: We have used the term "organic sales" for a number of years to represent the underlying
performance of our business, excluding the effect of changes in exchange rates and the impact of acquisitions/divestments.
We believe that the term "organic sales", as we define it, is widely used in the financial community for companies whose
operations are sensitive to currency fluctuations. Given that approximately 75% of our sales are denominated in currencies
other than the U.S. dollar, we do not believe it is possible to understand developments in our business without an analysis
of this sort. Further, we do not believe that it is possible for a reader of our financial statements to derive these sales
values from the U.S. GAAP basis financial statements. The Company will include disclosure in its future filings
substantially to the following effect, updated as appropriate:
Component of net sales increase (decrease) in 2005
Organic sales growth
0.2%
Impact of acquisitions/divestments
0.4%
Effect of exchange rates
0.4%
Reported net sales change
1.0%
Operating Income
Comment No. 9: Discuss in detail the nature and costs incurred related to plant closures and other restructuring
activities incurred during each year in which statements of income are presented and clarify that these costs have been
reflected in the operating expense line item of "other income (expense), net." We note you describe elsewhere in MD&A that
your total headcount had decreased during 2005 by nearly 1,000. Disclose the total costs associated with this headcount
reduction.
Response: In future filings, we will include a discussion in our MD&A of restructuring costs similar to that
presented in Footnote 10 "Restructuring and Other Liabilities" in the "Notes to Consolidated Financial Statements", which
also incorporates employee related restructuring costs. With respect to the 2005 versus 2004 discussion, we will replace
the term "Other expense, net" with the exact name of the caption in the "Consolidated Statements of Income (i.e. "Other
income (expense), net") and clarify that these costs have been reflected here.
Interest Expense, Net
Comment No. 10: Reference is made to your disclosure of "net debt", as defined under the Liquidity section as
"short-term and long-term debt and debt-related derivatives less cash and cash equivalents." This appears to be a non-GAAP
measure that should be deleted from the filing. We also note you include this measure in Selected Financial Data under the
measures of "Financial Position." Please supplementally explain why this measure has been included in the filing, its
specific purpose as used by management, and how your disclosure complies with Item 10(e) of Regulation S-K for presenting
non-GAAP measures.
Response: The Company, as part of its funding strategy, always evaluates in which market and in which
currency it is most cost efficient to raise funds. As part of efficiently managing our overall cost of funds, the Company
enters into "debt related derivatives" or "DRDs". U.S. GAAP requires the fair market value of the DRDs to be accounted and
reported for separately from the underlying borrowing being economically hedged. By adjusting for DRDs in the "net debt"
definition, the Company discloses the total economic liability without grossing it up or down by currency or interest fair
values that are offset by DRDs reported in other balance sheet captions.
We believe that debt, adjusted for DRDs, is the relevant credit metric in terms of measuring refinancing risk, interest
expense development, etc. This is how the debt management of the Company is run and this is also how the credit markets
analyze the Company. This is most notably evidenced by the fact that the 16 banks participating in the Revolving Credit
Facility, for which the Company provided financial covenants up until 2004, used the measure. Since it is not possible to
derive this metric from the basic financial statements, we will, in future filings, include disclosure substantially to the
following effect, updated as appropriate:
US$ in millions
December 31, 2005
December 31, 2004
Short-term debt
$508.4
$313.8
Long-term debt
757.1
667.1
Total debt
$1,265.5
$980.9
Cash and cash equivalents
(295.9)
(229.2)
DRD adjustment
(92.7)
(152.5)
Net debt
$876.9
$599.2
Please note that we recognize that the reduction of total debt by cash and cash equivalents", and thus presenting "net
debt" is not essential to reflect the impact of the DRD adjustments. However, given the general lack of restrictions in
dividending or lending cash internally, we believe that a presentation/discussion of "net debt" and of interest expense,
net of interest income, in our MD&A is meaningful for investors and users of our financial statements. In fact, the metric
used in our previous financial covenants used the "net debt" definition above. Accordingly, we do not see any compelling
reason/benefits to "grossing-up" this presentation/discussion. Please see also our discussion below to Comment 11
concerning working capital.
Liquidity and Capital
Resources
Cash From Operations
Comment No. 11: Refer to your discussion of the amounts of working capital. Please expand to disclose your
definition of working capital, as it appears your calculation includes or excludes items other than total current assets
less total current liabilities. This appears to be a non-GAAP measure that should be revised to present a GAAP basis
definition of working capital. To the extent you would like to highlight certain items on your balance sheet, we would not
object to such a discussion within the context of GAAP basis working capital. Please advise and revise in future filings.
Response: As indicated in the Staff'
2006-06-15 - UPLOAD - AUTOLIV INC (ALV, ALIV) (CIK 0001034670)
Mail Stop 3561
June 15, 2006
Via Fax & U.S. Mail
Mr. Magnus Lindquist,
Vice President and Chief Financial Officer
AUTOLIV, INC.
World Trade Center,
Klarabergsviadukten 70, SE-107 24
Stockholm, Sweden
Re: Autoliv Inc.
Form 10-K for the year ended December 31, 2005
Filed February 28, 2006
File No. 1-12933
Dear Mr. Lindquist:
We have reviewed your filing and have the following comments. 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.
Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason. Your response should be
submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond within ten (10) business days.
Magnus Lindquist
Autoliv, Inc. June 15, 2006 Page 2
FORM 10-K (Fiscal Year December 31, 2005)
Item 2. Properties
1. For each of your facilities, please indicate whether the property is owned or leased.
Item 3. Legal Proceedings
2. With respect to the December 2003 award to a supplier of Autoliv ASP, expand your disclosure to describe the nature of the underlying commercial dispute.
Autoliv Annual Report 2005
Cash Requirements
3. It is unclear why you have a policy that your working capital should not exceed 10% of your sales. Please expand your disclosure to explain why this target is a meaningful financial metric for investors to consider when evaluating your ability to meet your cash requirements.
4. Similarly, explain the rationale behind your policies regarding your leverage ratio and your interest coverage ratio. Also, indicate whether these ratios are consistent with compliance covenants, if any, contained in your Revolving Credit Facility or other debt instruments.
5. In the context of your cash requirements, please explain how depreciation (including amortization) will cover anticipated capital expenditures. In this regard, it is unclear how these non-cash charges will provide the cash required to fund your capital expenditures.
Management’s Discussion and Analysis
Important Trends
6. See the last sentence in the second paragraph under the heading “Component Costs.” Supplementally tell us, and in future filings explain, the amount and nature of the certain costs that were reclassified in 2005 from ‘costs of sales’ to R,D&E expense that resulted in an improvement to your gross margin. Tell us the facts and circumstances that led to the reclassification in 2005 rather than in an earlier period, and advise why this was not considered to be a correction of an error.
Magnus Lindquist
Autoliv, Inc. June 15, 2006 Page 3
Items Affecting Comparability
Non-U.S.GAAP Measures
7. Please expand to identify the non-GAAP measures that are presented in the discussion. Also, expand to identify how these measures are used by management, and disclose that the measures may not be comparable to similarly title measures used by other companies. Tell us why a reasonable investor would not be able to use your GAAP financial statements in order to independently compute any necessary performance measures to analyze trends in your business. We suggest you give consideration to eliminating the non-GAAP measures to the extent they are not used by management or not critical to an understanding of your business.
Year Ended December 31, 2005 versus Year Ended December 31, 2004
Net Sales
8. We assume your use of the term ‘organic sales’ represents one of the non-GAAP measures used. As such, we suggest you either delete this measure, or provide a tabular presentation that identifies the sources of your sales growth, as well as any decreases, as reconciled to the consolidated total of ‘net sales.’ In this way, you have identified and have an opportunity to discuss your sales growth in total, based on comparable sales volume or price from year-to-year, currency e ffects, and the impact of acquisitions and
divestitures.
Operating Income
9. Discuss in detail the nature and costs incurred related to plant closures and other restructuring activities incurred during each year in which statements of income are presented and clarify that these costs have been reflected in the operating expense line item of “other income (expense), net.” We note you describe elsewhere in MD&A that your total headcount had decreased during 2005 by nearly 1,000. Disclose the total costs associated with this headcount reduction.
Interest Expense, Net
10. Reference is made to your disclosure of “net debt”, as defined under the Liquidity section as “short-term and long-term debt and debt-related derivatives less cash and cash equivalents.” This appears to be a non-GAAP measure that should be deleted from the filing. We also note you include this measure in Selected Financial Data under the GAAP measures of “Financial Position.” Please supplementally explain why this measure has been included in the filing, its specific purpose as used by management, and how your disclosure complies with Item 10(e) of Regulation S-K for presenting non-GAAP measures.
Liquidity and Capital Resources
Magnus Lindquist
Autoliv, Inc. June 15, 2006 Page 4
Cash From Operations
11. Refer to your discussion of the amounts of working capital. Please expand to disclose your definition of working capital, as it appears your calculation includes or excludes items other than total current assets less total current liabilities. This appears to be a non-GAAP measure that should be revised to pr esent a GAAP basis definition of working
capital. To the extent that you would like to highlight certain items on your balance sheet, we would not object to such a discussion within the context of GAAP basis working capital. Please advise and revise in future filings.
Acquisitions
12. Reference is made to the consolidation, as of October 1, 2004, of your 50% joint venture in Nanjing. Expand to describe the pertinent facts of the amendment that gave you a controlling interest in this joint venture.
Consolidated Financial Statements
Consolidated Statements of Cash Flows
13. Although it may be useful in discussing your liquidity and capital resources in the MD&A section of your report, it is unclear why you present a subtotal of net cash before financing activities in your Consolidated Statements of Cash Flows. It appears that such a presentation is not contemplated by SFAS 95. Please revise, as appropriate.
Notes to Consolidated Financial Statements
Note 2. Significant Business Acquisitions
14. Refer to the April 1, 2004 transaction where you state you began to consolidate your joint venture in Taiwan and that your interest remains at 59%. It is implied from your disclosure that the amendment to the ownership agreement did not change your ownership percentage, but rather gave you operational control. If so, your disclosure also implies that you were accounting for this 59% ownership interest under the equity method of accounting, prior to consolidation on April 1, 2004. As applicable, supplementally explain your basis for not consolidating this entity at the point your ownership interest exceeded 50%.
Magnus Lindquist
Autoliv, Inc. June 15, 2006 Page 5
Note 11. Product Related Liabilities
15. Discuss here or in MD&A the nature and purpose of the significant cash payments made in 2005 and 2004 related to your product related liabilities.
Note 19. Segment Information
16. Expand the narrative disclosures to describe your different operating segments that have been aggregated into one reportable business segment. We note you disclose that your operating segments meet the aggregation criteria of SFAS No. 131. Please tell us and describe how you determined each of your individual business segments that were aggregated.
Report of Independent Registered Public Accounting Firm
17. In future filings, please include the city and country of the independent auditor where the report has been issued. See Rule 2-02(a)(3) of Regulation S-X.
FORM 10-Q (Quarter Ended March 31, 2006)
General
18. Please revise the disclosures, as applicable, to comply with comments issued above on your December 31, 2005 Annual Report on Form 10-K. For example, your non-GAAP measures should be identified and labeled as such and should be presented in compliance with all of the disclosure requirements of Item 10(e) of Regulation S-K.
Note 1. Basis of Presentation
19. We note that in the first quarter of 2006, the Company began accruing dividends when declared by the Board of Directors and that th e effect of this change was not material.
Please tell us how this method differed from your previous method of recording dividends.
********
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.
Magnus Lindquist
Autoliv, Inc. June 15, 2006 Page 6
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 Ms. Beverly A. Singlet on, Staff Accountant, at (202) 551-3328 if you
have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3211 with any other questions.
Sincerely,
David R. Humphrey
Branch Chief
2006-06-13 - UPLOAD - Allegiant Travel CO (ALGT) (CIK 0001362468)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
June 12, 2006
Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129
Re: Allegiant Travel Company
Registration Statement on Form S-1
Filed on May 15, 2006
File No. 333-134145
Dear Mr. Levy,
We have reviewed your filing 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 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 your exhibits and any missing information that
is
not dependent on the price range as soon as possible. As the
exhibits and additional disclosure may trigger a number of
disclosure
matters, we will need a reasonable period of time to review this
information as well as all disclosure in the registration
statement
that you modify or add as a result of the new information, and may
have additional comments.
Prospectus Summary, page 1
2. The disclosure in the summary should be a balanced presentation
of
your business. For example, we note the disclosure regarding the
additional customers you might serve if you begin service in the
65
additional cities you have identified. You should balance this
disclosure with a statement indicating the current status of your
business and whether you have entered into agreements to begin
service in any of these additional cities. Additionally, you
discuss
the growth of your revenues, but should clarify that your net
income
dropped during the last year.
3. Please disclose in this section the percentage of common stock
that will be owned by management and their affiliates and discuss
the
significant control over your business they will exercise. Ensure
that your discussion indicates that, by agreement, Mr. Gallagher
is
entitled to a seat on your board of directors. Also disclose any
other similar agreements regarding control of the company.
Finally,
provide a brief explanation of the 2005 transactions by which
management and their affiliates bought a controlling interest in
the
company.
Risk Factors, page 12
4. Please provide a separate risk factor describing the terms of
the
registration rights agreement you discuss on page 87 and any
material
risks to stockholders such rights may pose. In this regard, we
note
that you are required to register an offering by selling
shareholders
holding at least 25% of securities with registration rights when
they
propose to sell shares with an aggregate offering price of $30
million or more.
We rely on third parties, page 19
5. Expand this risk factor to disclose the number of third party
contractors on which you are dependent for certain facilities and
services and discuss whether you would be able to find suitable
replacements in a timely manner if these contracts were
terminated.
Further, we note from disclosure throughout the document that you
appear to be dependent on just one credit card processing company
and
one vendor to support your automated systems. Revise the related
risk factors or provide separate risk factors, as appropriate, to
better explain whether your dependence on these third parties
poses a
risk to your company and whether you would be able to find
suitable
replacements if your contracts with these vendors were terminated.
Our maintenance costs will increase as our fleet ages, page 14
6. Expand the text of this risk factor to explain what the typical
age of an aircraft is in order to better put this risk in context
for
investors.
Our reputation and financial results could be harmed in the event
of
an accident, page 14
7. Expand this risk factor to disclose whether you have had any
past
experience with accidents or incidents involving your aircraft and
whether such events, if any, materially affected your business.
Use of Proceeds, page 29
8. Revise to provide more specific disclosure regarding your use
of
proceeds. For example, you should disclose the approximate amount
intended to be used for the purchase of additional aircraft. We
note
from page F-20 that you recently purchased two MD83 aircraft for
$8.1
million. How much of the proceeds of the offering do you expect
to
spend on additional aircraft? Furthermore, it appears from your
disclosure on page 84 that you may repay Mr. Gallagher with
proceeds
from the offering. If true, revise your Use of Proceeds
disclosure
to include the amount payable to Mr. Gallagher from the proceeds
of
the offering. See Item 504 of Regulation S-K, including
Instruction
4.
Capitalization, page 30
9. Please revise your capitalization table and related disclosures
to
discuss your company`s "actual" capitalization as of the latest
balance sheet date for which financial statements are required
under
Rule 3-12 of Regulation S-X.
10. You disclose that on a pro forma basis, your capitalization
table
reflects the automatic conversion of all of your outstanding
redeemable convertible preferred shares into 7,512,600 shares of
common stock, in conjunction with the closing of your offering.
However, we note per Note 12 to your financial statements that, in
2005, you issued a total of 9,885,000 shares of Series A and
Series B
convertible preferred shares, which are to be converted into
common
shares on a one-for-one basis. As such, it appears that you have
assumed that the completion of your offering will occur both prior
to
December 31, 2007, and at a filing range above a predetermined
price,
which would result in the cancellation of 24% of your outstanding
preferred shares. Please specifically disclose that your pro
forma
capitalization assumes the cancellation of 24% of your preferred
shares and disclose the predetermined price which will trigger the
cancellation.
Dilution, page 31
11. Please disclose your net tangible book value per share prior
to
giving effect to your pro forma adjustments. The disclosure of
the
net tangible book value per share as well as the other disclosures
in
this section of your registration statement should be as of the
balance sheet date that corresponds to the latest balance sheet
date
for which financial statements are required to be provided under
Rule
3-12 of Regulation S-X. Please revise your dilution table and
related disclosures, accordingly.
12. Per your disclosures in "The Offering" section of your
document,
as well as Note 12 to your financial statements, it appears that
the
total number of shares outstanding upon the completion of your
offering could differ depending on whether the midpoint of the
price
range set forth on the cover page of your prospectus is at least
$15.79 per share. It appears that 24% of your outstanding
preferred
shares will be cancelled prior to the completion of your offering
if
the midpoint of the price range is at least $15.79. However, it
appears that all of your outstanding preferred stock will be
converted to common stock if the midpoint of the price range is
not
at least $15.79. Given that the treatment of your outstanding
preferred shares upon the completion of your offering directly
impacts the computation of various amounts included in your
dilution
table, please tell us management`s intentions with regard to the
cancellation of the preferred shares if the midpoint of your price
range per your prospectus is at least $15.79 per share, but your
shares ultimately price below the established/ disclosed price
range.
In addition, please tell us and disclose whether your computations
in
the dilution section of your document assume the cancellation of
24%
of your outstanding preferred shares. Disclosures in other areas
of
your registration statement (e.g. your pro forma financial
statements
and the disclosures regarding your reorganization) should also
fully
discuss your assumptions with regard to the treatment of your
preferred shares outstanding immediately prior to your offering.
Selected Financial and Operating Data, page 32
13. We note your presentation of the Non-GAAP financial measures
EBITDA and EBITDAR. However, we do not believe that the fact that
these Non-GAAP financial measures may provide useful information
regarding i) your ability to service debt and lease payments and
ii)
your ability to fund capital expenditures can be your sole support
for presenting these Non-GAAP financial measures in your
registration
statement. Furthermore, we note that your Non-GAAP financial
measure
EBITDAR includes an adjustment for aircraft lease rental expense.
Item 10(e)(ii)(A) of Regulation S-K does not allow charges that
required, or will require, cash settlement to be excluded from the
computation of Non-GAAP liquidity measures. As such, please
discontinue the use of EBITDAR, or tell us why you believe the
presentation of EBITDAR is permitted. In addition, please tell us
and revise your registration statement to disclose substantive
reasons - specific to your company - which you believe explain why
the presentation of EBITDA provides useful information to your
investors, regarding your financial condition and/or results of
operations. Alternatively, please also discontinue the disclosure
of
EBITDA. Refer to the guidance outlined in Section II.B of our
release regarding the "Conditions for Use of Non-GAAP Financial
Measures."
14. Additionally, it appears that you have presented EBITDA as a
Non-
GAAP measure of liquidity. As such, should you determine that you
can substantively support your decision to disclose EBITDA in your
registration statement, we believe that you should revise your
document to provide a reconciliation of EBITDA to a measure of
cash
flow, and not net income or loss. Please refer to the guidance
provided in question number 12 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
measures."
15. We note that the "Operating Statistics" which have been
reflected
in your "Summary of Consolidated Financial Information" and
"Selected
Financial and Operating Data" for the year ended December 31, 2001
appear to have been computed based upon combined predecessor and
successor financial data. The presentation of information derived
from combined predecessor and successor financial data is not
considered appropriate due to the change in basis that resulted
from
the adoption of fresh-start accounting, upon emergence from
bankruptcy. As such, please revise your disclosures to present
your
predecessor and successor operating statistics separately.
Unaudited Pro Forma Condensed Consolidated Financial Information,
page 37
16. Please provide a pro forma balance sheet as of the end of the
most recent period for which a consolidated balance sheet is
required
under Article 3-01 of Regulation S-X. Refer to the requirements
of
Article 11-02(c)(1) of Regulation S-X. In addition, we note that
a
pro forma balance sheet for the period ended December 31, 2005 is
no
longer required. As such, please delete the pro forma balance
sheet
for the period ended December 31, 2005.
17. Pro forma condensed statements of income should be provided
for
the most recent fiscal year and for the period from the most
recent
fiscal year end through the most recent interim date for which a
balance sheet is required. As such, please provide a pro forma
condensed consolidated statement of operations for the period from
December 31, 2005 through the balance sheet date as of which
updated
financial statements are required to be provided. Please refer to
the requirements of Article 11-02(c)(2)(i) of Regulation S-X.
Management`s Discussion and Analysis, page 42
General
18. Please expand your disclosures in MD&A to provide a discussion
of
changes to your financial condition and your results of operations
through the date of your updated interim financial statements,
when
such financial statements are filed.
Results of Operations, page 45
19. Revise to specifically explain the decrease in net income
between
2004 and 2005, including a discussion of the business reasons
underlying the decrease in flight hours associated with one of
your
fixed fee flying arrangements.
Other (Income) Expense, page 47
20. We note that you recognized a gain on fuel derivatives of
approximately $4.4 million in the 2004 fiscal year. Given the
materiality of this gain relative to your net income, and relative
to
the gains on fuel derivatives which were recognized in the other
periods presented in your financial statements, please tell us and
expand your MD&A disclosures to discuss the specific underlying
factors that resulted in the recognition of a gain of $4.4 million
in
2004.
Liquidity and Capital Resources, page 50
21. Expand this section to provide a discussion regarding your
ability to meet both short and long-term capital needs. See
Section
IV of SEC Release 33-8350.
22. In the third paragraph of this section, you indicate that cash
provided by operating activities increased in 2005 primarily due
to
an increase in net income, among other things. As your net income
decreased between 2004 and 2005, revise to clarify this statement.
23. In the fourth paragraph of this section, you indicate that the
increase in investing activities was primarily driven by an
increase
in the purchase of "investments available-for-sale." Revise to
clarify this term.
Critical Accounting Policies and Estimates, page 51
24. We note that you adopted a share option program in 2005, under
which you issued 384,000 options at exercise prices between $3.50
and
$4.50. You state that these options were granted at exercise
prices
that approximate the fair value market value of your underlying
common stock as of the date of grant, and as such, it appears that
no
compensation expense was recognized under the provisions of APB
No.
25. It appears that you also issued 8,000 options with an
exercise
price of $13.00 in 2006, which would be subject to the accounting
treatment of SFAS No. 123(R). We also note that you issued
162,500
warrants with exercise prices of $4.40, in 2005, as part of the
consideration for services provided by a placement agent in
connection with issuance of your preferred shares. Due to the
complexities of the assumptions and judgments required to value
your
options, warrants, and underlying common stock as of the grant
dates
of your options and warrants, and given the impact of your current
assumptions on the recognition of compensation expense in fiscal
year
2005 under APB No. 25, and in future years under SFAS No. 123(R),
we
believe that a discussion of stock-based compensation should be
included in the "Critical Accounting Policies and Estimates"
section
of MD&A. Please expand your MD&A discussion, accordingly.
25. In addition, please tell us and disclose how you determined
that
the exercise price of your options approximated the fair value of
your common stock on the date that the options were issued,
resulting
in the recognition of no compensation expense under the provisions
of
APB No. 25. Your response should specifically address how you
determined the fair value of your common stock as of the grant
date
of your options, citing any valuation techniques that were
utilized.
You should also explain why you believed the fair value of your
common s
2006-02-03 - UPLOAD - Altimmune, Inc. (ALT) (CIK 0001326190)
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
MAIL STOP 3561
July 25, 2005
Matthew P. Kinley
President
Healthcare Acquisition Corp.
2116 Financial Center
666 Walnut Street
Des Moines, Iowa 50309
RE: Healthcare Acquisition Corp.
Registration Statement on Form S-1
File No. 333-124712
Amendment No. 2 Filed July 12, 2005
Dear Mr. Kinley:
We have reviewed your filing 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Commitments and Contingencies, page F-10
1. We have reviewed your response to our prior comment 7 regarding
the underwriter purchase option and believe that Note 7 to the
financial statements should be expanded to disclose the major
assumptions used by management in determining fair value. We note
management`s conclusion, as disclosed on page F-8, that the option
had no value at April 30, 2005. In regards to the assumptions, we
believe that a volatility assumption should be used that is in
accordance with the principle outlined in paragraph 23 of FAS
123R,
and that the use of a minimum value method would not be
appropriate.
Please clarify in the notes to the financial statements the
expected
timing for issuance of the purchase option in relation to
effectiveness of the registration statement and sale of the stock
and
warrants. Please indicate whether the purchase option will be
issued
in the event that the Form S-1 is not declared effective. We note
that the purchase option is expected to be effective for the
interval, from the later of the consummation of a business
combination or one year from the date of the prospectus, to its
expiration in five years. As applicable, please expand MD&A to
discuss the transaction and the likely future effect on your
financial condition and results of operations.
Exhibit 23.1
2. The accountants consent should be revised to refer to their
dual
dated report of May 6 and July 8, 2005.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment 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
amendment and responses to our comments.
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 Maureen Bauer at (202) 551-3237 if you have
questions
regarding comments on the financial statements and related
matters.
Questions on other disclosure issues may be directed to John Zitko
at
(202) 551-3399.
Sincerely,
John Reynolds
Assistant Director
cc: Stuart Neuhaser (by facsimile)
(212) 370-7889
??
??
??
??
Matthew P. Kinley
Healthcare Acquisition Corp.
July 25, 2005
Page 1
</TEXT>
</DOCUMENT>
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
2005-11-29 - 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
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</DOCUMENT>
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 - 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
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</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.
2005-10-12 - 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>
2005-07-28 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
ELLENOFF GROSSMAN & SCHOLE LLP
370 Lexington Ave
New York, NY 10017
Telephone: (212) 370-1300
Fax: (212) 370-7889
July 28, 2004
VIA FACSIMILE
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Attn: John Reynolds
Assistant Director
Re: HEALTHCARE ACQUISITION CORP.
AMERICAN STOCK EXCHANGE LISTING STANDARDS
SEC FILE NO. 333-124712
Dear Sir:
On behalf of Healthcare Acquisition Corp., a Delaware corporation (the
"REGISTRANT") we hereby notify you that the American Stock Exchange has notified
the Registrant that it has met Initial Listing Standards 3 and 4 of the American
Stock Exchange Company Guide, to wit:
INITIAL LISTING STANDARD 3
Size:
Stockholders' equity of at least $4,000,000.
THE REGISTRANT WILL HAVE A POST OFFERING STOCKHOLDERS' EQUITY OF
$53,592,998.
Total Value of Market Capitalization:
$50,000,000.
THE REGISTRANT WILL HAVE A POST OFFERING TOTAL MARKET CAPITALIZATION OF
$90,000,000.
Aggregate Market Value of Publicly Held Shares:
$15,000,000.
THE REGISTRANT'S PUBLICLY-HELD SECURITIES WILL HAVE $72,000,000 OF
AGGREGATE MARKET VALUE, POST OFFERING.
Distribution:
Minimum public distribution of 500,000 shares, together with a minimum
of 800 public shareholders or minimum public distribution of 1,000,000
shares together with a minimum of 400 public shareholders.
<PAGE>
PLEASE SEE RESPONSE CONTAINED IN THE LAST PARAGRAPH OF THIS LETTER.
INITIAL LISTING STANDARD 4
Total Value of Market Capitalization:
$75,000,000.
THE REGISTRANT WILL HAVE A POST OFFERING TOTAL MARKET CAPITALIZATION OF
$90,000,000.
Aggregate Market Value of Publicly Held Shares:
$20,000,000.
THE REGISTRANT'S PUBLICLY-HELD SECURITIES WILL HAVE $72,000,000 OF
AGGREGATE MARKET VALUE, POST OFFERING.
Distribution:
Minimum public distribution of 500,000 shares, together with a minimum
of 800 public shareholders or minimum public distribution of 1,000,000
shares together with a minimum of 400 public shareholders.
With respect to the "Distribution" criteria of standards 3 and 4 above,
please note that the American Stock Exchange has been advised by the
representative of the underwriters in this offering, Maxim Group LLC, that the
distribution requirement of a minimum public distribution of 1,000,000 shares
together with a minimum of 400 public shareholders will be satisfied or
exceeded. The representative of the underwriters stated that it was confident
that such criteria could be met using its own retail sales offices and the
institutional departments of the underwriting syndicate being organized (which
includes approximately 3-7 firms to underwrite and distribute the offering). In
fact, the representative of the underwriters has advised this firm that there
are currently more than 1,100 accounts on their "indications of interest" list.
Please note further that Maxim Group LLC has agreed to provide written notice to
the American Stock Exchange within five days of the commencement of trading that
this requirement has been satisfied.
If you have any questions, please feel free to contact me at your
earliest convenience.
Very truly yours,
/s/ Stuart Neuhauser
--------------------
Stuart Neuhauser
cc: Mr. Matthew P. Kinley
Steven Skolnick, Esq.
</TEXT>
</DOCUMENT>
2005-07-26 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
MAXIM GROUP LLC
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
July 26, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: HEALTHCARE ACQUISITION CORP. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-124712)
--------------------------------------------------------
Ladies and Gentlemen:
In connection with the above-captioned registration statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"),
the undersigned, as representative of the underwriters, hereby joins in the
request of the Company that the effective date of such registration statement be
accelerated to 4:30 p.m. (NYT) on Thursday, July 28, 2005, or as soon thereafter
as practicable.
In accordance with Rule 460 under the Act and in connection with the
foregoing, please note that the undersigned have effected from July 12, 2005
through the date hereof approximately the following distribution of:
Preliminary Prospectus dated July 12, 2005
6,200 copies to prospective institutional investors, dealers and others
Preliminary Prospectus dated July 25, 2005
3,200 copies to prospective institutional investors, dealers and others
<PAGE>
The undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.
Very truly yours,
MAXIM GROUP LLC, as representative
of the underwriters
By: /s/ Cliff Teller
-------------------------------------
</TEXT>
</DOCUMENT>
2005-07-26 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
HEALTHCARE ACQUISITION CORP.
2116 FINANCIAL CENTER
666 WALNUT STREET
DES MOINES, IOWA 50309
July 26, 2005
VIA EDGAR AND FACSIMILE
-----------------------
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Attn: John Reynolds
Assistant Director
Re: HEALTHCARE ACQUISITION CORP.
REGISTRATION STATEMENT ON FORM S-1 FILED MAY 6, 2005
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 FILED JUNE 9, 2005
AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1 FILED JULY 12, 2005
AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-1 FILED JULY 25, 2005
FILE NO. 333-124712
-------------------------------------------------------------------------
Dear Sir:
Pursuant to Rule 461 under the Securities Act of 1933, the Registrant
hereby requests acceleration of effectiveness of its Registration Statement so
that it will become effective at 4:30 P.M. on July 28, 2005 or as soon as
thereafter practicable.
Please note that we acknowledge the following:
should the Securities and Exchange Commission (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.
<PAGE>
If you have any questions or comments, please feel free to contact me
at your earliest convenience.
Very truly yours,
/s/ Matthew P. Kinley
---------------------
Matthew P. Kinley
President
cc: Stuart Neuhauser, Esq.
Steven Skolnick, Esq.
</TEXT>
</DOCUMENT>
2005-07-26 - CORRESP - Altimmune, Inc. (ALT) (CIK 0001326190)
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
HEALTHCARE ACQUISITION CORP.
2116 FINANCIAL CENTER
666 WALNUT STREET
DES MOINES, IOWA 50309
July 26, 2004
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Attn: John Reynolds
Assistant Director
Re: HEALTHCARE ACQUISITION CORP. (THE "REGISTRANT")
REGISTRATION STATEMENT ON FORM S-1, AS AMENDED
SEC FILE NO. 333-124712
Dear Sir:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
Registrant hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will become effective at 4:30 P.M. on
Thursday, July 28, 2005, or as soon as thereafter practicable.
Very truly yours,
/s/ Matthew P. Kinley
---------------------
Matthew P. Kinley
President
cc: Stuart Neuhauser, Esq.
</TEXT>
</DOCUMENT>
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>
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