United States securities and exchange commission logo
December 15, 2020
Daniel Hodges
Chief Executive Officer
ComSovereign Holding Corp.
5000 Quorum Drive, STE 400
Dallas, TX 75254
Re: ComSovereign
Holding Corp.
Amendment No. 2 to
Registration
Statement on Form S-1
Filed December 10,
2020
File No. 333-248490
Dear Mr. Hodges:
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.
Registration on Form S-1, Amendment No. 2
Prospectus Summary
Reverse Stock Split, page 4
1. We note you will effect
a 1-for-3 reverse stock split of your common stock following
effectiveness of the
registration statement and prior to the closing of the offering. We
further note all
information presented in the filing, other than in the financial statements
and the notes thereto,
assumes the reverse stock split. Please provide pro forma earnings
per share data in your
financial statements and notes giving effect to the reverse stock
split. In this regard,
the statements of operations for the year ended December 31, 2019 at
page F-4 and for the
subsequent nine months period ended September 30, 2020 at page F-
44 should be expanded
to include pro forma earnings (loss) per share data on the face of
Daniel Hodges
ComSovereign Holding Corp.
December 15, 2020
Page 2
the statement with additional disclosure in the footnotes as to its
computation. Reference
is made to SAB Topic 1.B.2.
Selected Financial Information, page 6
2. See the Consolidated Balance Sheet Data on page 8. Please also include
the balance sheet
data for the year ended December 31, 2019, similar to that provided in
previous filings.
Capitalization, page 34
3. Please expand the second bullet at the top of the page to disclose the
amount of gain or
loss on conversion of the $10.4 million of debt that is reflected in
the pro forma as
adjusted column. Also, separately provide to us your computations at
arriving at the
stockholder equity balances for the pro forma as adjusted amounts of
common stock,
additional paid-in capital and accumulated deficit.
Dilution, page 36
4. Refer to the third paragraph with regards to your disclosure of as
adjusted net tangible
book value per share of $0.57. Based on the sale of 3,968,253 common
shares within the
Unit offering, the total outstanding shares used in this computation
should approximate
51,907,458 common shares resulting in an as adjusted net tangible book
value per share of
$0.26 as shown in the dilution table. Please revise the paragraph
accordingly.
September 30, 2020 Unaudited Interim Financial Statements
Condensed Consolidated Statement of Operations, page F-44
5. Please reclassify the line item gain on the sale of assets from the
category of other income
(expense) and include it within the category of total operating
expenses, similarly to that
shown in the audited statement of operations on page F-4. In addition it
is not clear why
the statement of cash flows for the comparative period January 10, 2019
(inception) to
September 30, 2019, shown on page F-48, does not reflect an amount next
to the line item
FirstName LastNameDaniel Hodges
gain on the sale of assets, similar to that included on the audited
statement of cash flows at
Comapany
pageNameComSovereign Holding of
F-7 and unaudited statement Corp.
operations on page F-44. Please
revise or advise
accordingly.
December 15, 2020 Page 2
FirstName LastName
Daniel Hodges
FirstName LastNameDaniel Hodges
ComSovereign Holding Corp.
Comapany15,
December NameComSovereign
2020 Holding Corp.
December
Page 3 15, 2020 Page 3
FirstName LastName
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