July 16, 2019
Michael McCabe
Chief Executive Officer
Lucent, Inc.
622 Pine Avenue
Whitefish, Montana 59937
Re: Lucent, Inc.
Registration Statement on Form S-1
Filed June 20, 2019
File No. 333-232218
Dear Mr. McCabe:
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 Registration Statement filed June 20, 2019
Summary Information and Risk Factors
Rights and Protections Under Rule 419, page 1
1. Please clarify, here and elsewhere in your prospectus, that pursuant to
Rule 419(e) you
will exclude amounts payable to non-affiliates for underwriting
commissions,
underwriting expenses, and dealer allowances when calculating whether
the fair value of
the business(es) or net assets to be acquired represents at least 80
percent of the maximum
offering proceeds.
Capitalization, page 3
2. Please revise to include pro forma capitalization assuming the minimum
and maximum
number of shares offered are sold.
Michael McCabe
Lucent, Inc.
July 16, 2019
Page 2
The Offering, page 3
3. We note your statement that all subscription agreements and checks are
irrevocable.
Please clarify that any such irrevocability is subject to an
investor's right of reconfirmation
and, in the event applicable conditions are satisfied, the return of
proceeds.
4. We note that your Board of Directors may terminate the offering, if in
their opinion, "it
was unlikely to complete the full offering and that allowing the
offering to run the full 180
days would endanger the likelihood of completion of an
acquisition/merger and POS AM
within the 18 months allowed under Rule 419, or (ii) 180 days from the
effective date of
this post-effective amendment." Please provide further details
regarding the
circumstances in which the board may terminate the offering, including
whether the
offering will be considered to be "completed" for purposes of Rule
419(b)(2)(vi) upon
such termination.
5. Please state that if funds and securities are released to you from the
escrow account
pursuant to Rule 419(e), the prospectus shall be supplemented to
indicate the amount of
funds and securities released and the date of release. Please refer
Rule 419(e)(1)(ii)(A).
Dilution, page 15
6. Please included a comparison of the public contribution under the
proposed public
offering and the effective cash contribution of officers, directors,
promoters and affiliated
persons of common equity acquired by them in transactions during the
past five years.
Please refer to item 506 of Regulation S-K.
Market Price of and Dividends on the Issuer's Common Stock, page 21
7. We note your disclosure regarding your status as a shell company as
defined by Rule 405
of the Securities Act. Please revise your prospectus cover page and
summary to disclose
that you are a shell company. Moreover, please include a new risk
factor discussing
the material risks associated with your shell company status,
including your ability to use
registration statements on Form S-8, the limitations on the ability of
your security holders
to use Rule 144 and the potential reduced liquidity or illiquidity of
your securities.
Acquisition of Opportunities, page 25
8. We note your disclosure that it is anticipated that the Company's
principal shareholders
may actively negotiate or otherwise consent to the purchase of a portion
of their common
FirstName LastNameMichael McCabe
stock as a condition to, or in connection with, a proposed merger or
acquisition transaction
Comapany price not to exceed $0.04 per share. Please tell us how you determined
the $0.04 per
at a NameLucent, Inc.
share limit.
July 16, 2019 Page 2
FirstName LastName
Michael McCabe
FirstName LastNameMichael McCabe
Lucent, Inc.
Comapany NameLucent, Inc.
July 16, 2019
July 16, 2019 Page 3
Page 3
FirstName LastName
Directors, Executive Officers, Promoters and Control Persons
Backgrounds of Directors, Executive Officers, Promoters and Control Persons,
page 27
9. Please ensure that you disclose all business experience of your
directors and executive
officers during the past five years. In this regard, we note that
Messrs. McCabe and
McCrimmon served as directors and officers of Aqua Holdings, Inc., as
indicated in a
registration statement on Form S-1 filed on September 21, 2018. Please
update your
disclosure. Refer to Item 401(e) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 28
10. We note that your directors and officers will own a majority of the
outstanding common
shares of the Company after this offering is complete. Please revise
to include a risk
factor that discusses the material risks associated with this fact,
including their ability
control the outcome of a shareholder vote to merge or acquire a target
company.
Financial Statements and Exhibits
Report of Independent Registered Public Accounting Firm, page F-2
11. Please revise to address the report to the shareholders and the board
of directors. Please
refer to AS 3101 of the PCAOB Auditing Standards. Please note that
this comment also
applies to the consent filed as Exhibit 23.1.
Notes to the Audited Financial Statements
Note 2 - Going Concern, page F-7
12. Please disclose whether there are any written agreements with your
officers to advance
funds to meet your obligations.
Exhibits and Financial Statement Schedules, page II-2
13. Please file the escrow agreement as an exhibit to your registration
statement. Please refer
to Item 601(b)(10) 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.
Michael McCabe
Lucent, Inc.
July 16, 2019
Page 4
You may contact Bill Thompson, Accounting Branch Chief, at
(202)551-3344 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Danilo Castelli, Staff Attorney, at (202)551-6521 or Jennifer Lopez,
Staff Attorney,
at (202)551-3792 with any other questions.
Sincerely,
FirstName LastNameMichael McCabe
Division of
Corporation Finance
Comapany NameLucent, Inc.
Office of Consumer
Products
July 16, 2019 Page 4
cc: Elaine Dowling, Esq.
FirstName LastName