United States securities and exchange commission logo
September 8, 2020
Daniel Hodges
Chief Executive Officer
ComSovereign Holding Corp.
5000 Quorum Drive, STE 400
Dallas, TX 75254
Re: ComSovereign
Holding Corp.
Registration
Statement on Form S-1
Filed August 28,
2020
File No. 333-248490
Dear Mr. Hodges:
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
Selected Financial Information, page 5
1. Refer to the
Consolidated Statement of Operations Data for the six months ended June 30,
2020 and June 30, 2019
periods. We note you have appropriately included the line item,
Gain on sale of fixed
assets, within your net operating loss. However, it does not appear
you have included the
line item amount in your total operating expenses. As such, please
revise the amount
totals pertaining to total operating expenses and net operating loss.
Also, in the Other
Income (Expenses) section it appears amounts for the line items loss on
investment and foreign
currency transaction (gain)/loss have been omitted as compared to
the actual amounts
shown in the condensed consolidated statements of operations on page
F-38. Please revise
accordingly to include the respective amounts. Further, on page F-
38 please reclassify
the line item Gain on the sale of assets to be a component of net
Daniel Hodges
ComSovereign Holding Corp.
September 8, 2020
Page 2
operating loss, similar to that reflected in your December 31, 2019
statement of operations
on page F-4, and revise the MD&A discussion of results of operations
for the six months
ended June 30, 2020 and 2019 accordingly. Please ensure consistency of
financial
statement amounts and disclosures throughout the filing.
2. Given that you intend to use a portion of the net proceeds from this
Offering to repay in
full certain outstanding debt and also to use $1,250,000 in cash on
the acquisition
of Fastback Networks, please provide supplemental pro forma earnings
(loss) per share
data giving effect to the portion of the net proceeds that will be
used to repay the debt, and
also separately for the portion of the net proceeds that will be used
for the cash
consideration to acquire Fastback. The supplemental pro forma earnings
(loss) per share
data should be provided for the latest fiscal year and subsequent
interim period. For each
period, please provide a detailed footnote as to the computation,
including disclosing the
number of shares whose proceeds from the Offering are considered to be
used to repay the
debt and to acquire Fastback Networks, and any pro forma impact of
interest or tax
expense. Analogous reference is made to SAB Topic 1.B.3.
3. Please expand footnote (1) to the consolidated balance sheet data to
disclose the
conversion rate that will be used to convert current liabilities into
common stock. Please
specify how you arrived at the conversion rate and which specific
current liabilities are
expected to be converted. Similar disclosures should be included in
the second bullet
point at the top of Capitalization at page 31.
Risk Factors
We may be unable to successfully integrate our recent and future acquisitions,
which
could...results of operations and prospects., page 17
4. We note the pending acquisition of Fastback and that you are currently
in discussions for
the acquisition of an additional company. For each of these pending or
probable
acquisitions, please tell us the consideration given to providing
audited historical financial
statements and related pro forma financial information pursuant to Rule
8-04(a) and Rule
8-05(a), respectively, of Regulation S-X. In addition, disclose in Note
23, Subsequent
Events, on page F-70 the total purchase price consideration for the VNC
Acquisition made
on July 6, 2020, including disclosing the value assigned to the
11,738,210 common shares
FirstName LastNameDaniel Hodges
and the value assigned to the replacement options and warrants. Also,
please advise as to
Comapany NameComSovereign
the significance Holding Corp.
of this acquisition pursuant to the aforementioned Rule
8-04(a) and Rule
8-05(a) of Regulation
September 8, 2020 Page 2 S-X.
FirstName LastName
Daniel Hodges
FirstName LastNameDaniel Hodges
ComSovereign Holding Corp.
Comapany 8,
September NameComSovereign
2020 Holding Corp.
September
Page 3 8, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 41
5. Refer to the second paragraph under this heading. Please clarify as of
June 30, 2020, you
had negative working capital of $17,018,634 instead of $16,730,537
and, that at
December 31, 2019, your total current liabilities were $15,142,599
instead of
$17,018,634. Please revise here and also the second paragraph in Note
3 on page F-44, or
advise as necessary.
Business
Our Operating Units, page 50
6. Please clarify that the acquisition of Lextrum had been prior to the
ComSovereign
Acquisition, and that the acquisitions of VNC and Sovereign Plastics
were subsequent to
the ComSovereign Acquisition. Reference is made to disclosures under
the
ComSovereign Group on 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 Beverly Singleton at 202-551-3328 or Melissa Raminpour
at 202-551-
3379 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: Eric M. Hellige