United States securities and exchange commission logo
June 15, 2020
Sterling Griffin
Chief Executive Officer and President
Harbor Custom Development, Inc.
11505 Burnham Dr., Suite 301
Gig Harbor, Washington 98332
Re: Harbor Custom
Development, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed June 11, 2020
File No. 333-237507
Dear Mr. Griffin:
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
8, 2020 letter.
Amendment No. 2 to Form S-1 filed June 1, 2020
Prospectus Summary, page 1
1. We note your statement
that "[w]e requested an independent third-party valuation of the
Olympic purchase from
Colliers International Valuation & Advisory Services, who
determined that the
as-is market value of the subject property's fee simple interest was
$3,430,000 as of May
15, 2020." This disclosure appears to be a statement of the third
party expert and
attributes the figures to the expert. Please revise to provide the consent
of Colliers
International Valuation & Advisory Services to be named in the registration
statement or advise us
as appropriate. Refer to Rule 436 of the Securities Act and
Question 233.02 of
Compliance and Disclosure Interpretations related to Securities Act
Rules for guidance.
Sterling Griffin
Harbor Custom Development, Inc.
June 15, 2020
Page 2
Capitalization, page 42
2. Please revise the amount of "Actual" outstanding shares of common stock
in your
capitalization table to be consistent with the outstanding shares amount
as presented in
your condensed consolidated balance sheet as of March 31, 2020.
Dilution, page 43
3. Please revise the number of shares used to calculate your net tangible
book value as of
March 31, 2020 to 3,513,517 as presented in your condensed consolidated
balance sheet
as of March 31, 2020.
4. It appears that pro forma as adjusted net tangible book value per share
after the
offering was calculated assuming gross proceeds of $15 million. Please
revise and show
us your calculation for pro forma as adjusted net tangible book value
per share after the
offering, increase in pro forma net tangible book value per share after
the offering, and
dilution in net tangible book value per share to new investors, assuming
net proceeds of
$13 million.
You may contact Isaac Esquivel at 202-551-3395 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other questions
Sincerely,
FirstName LastNameSterling Griffin
Division of
Corporation Finance
Comapany NameHarbor Custom Development, Inc.
Office of Real
Estate & Construction
June 15, 2020 Page 2
cc: Lynne Bolduc, Esq.
FirstName LastName