United States securities and exchange commission logo
February 2, 2021
Benjamin Slager
Chief Executive Officer
Alliance BioEnergy Plus, Inc.
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Re: Alliance BioEnergy
Plus, Inc.
Registration
Statement on Form 10-12G
Filed January 5,
2021
File No. 000-54942
Dear Mr. Slager:
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.
Registration Statement on Form 10-12G filed January 5, 2021
Cover Page
1. Please revise your
cover page so that it is consistent with the current Form 10
requirements, including
identifying yourself as an emerging growth company if
applicable. In this
regard, we note your risk factors on page 9 and 10 which states that you
are an emerging growth
company as defined in the JOBS Act.
Employees, page 3
2. We note your disclosure
that, "[a]s a part of this capital raise, the Company plans to hire
additional employees to
more rapidly commercialize [your] technology. Please advise or
otherwise revise this
statement to disclose the "capital raise" you reference.
Benjamin Slager
FirstName LastNameBenjamin
Alliance BioEnergy Plus, Inc. Slager
Comapany2,NameAlliance
February 2021 BioEnergy Plus, Inc.
February
Page 2 2, 2021 Page 2
FirstName LastName
Forward Looking Statements, page 3
3. Please revise to remove your reference to forward-looking statements
within the meaning
of the Private Securities Litigation Reform Act of 1995. In this
regard, we note your
disclosure on page 8 that you are subject to the Penny Stock
regulations. Refer to Section
21E of the Exchange Act.
Item 1. Business, page 3
4. We note various press releases on your corporate website that you are
now doing business
as Blue Biofuels. Please update your disclosure accordingly or
otherwise advise.
5. Please expand your disclosure in the Business Overview to
provide a more thorough
description of your business. Please provide the disclosure required
by Item 101(h) of
Regulation S-K, including, among other things:
disclose the form and year of organization of the company;
provide a discussion of the competitive conditions, methods of
competition, and your
competitive position in the industry;
discuss the existing regulatory environment for the biofuel or
bioplastics industry,
including whether or not your business requires or will require
governmental permits;
and
discuss your "technology" in greater detail, including the current
state your 3rd
generation CTS 2.0 system as well as the results or metrics you
believe you need to
achieve to "prove commercial viability" of your future 5th
generation product.
6. Please revise here or elsewhere in the registration statement to
explain your business
activities prior to January 2018. In this regard, your disclosure on
page 13 indicates that
you had approximately $430,000 of marketing expenses in 2017 but it is
unclear from the
filing whether you ever commercialized a product.
7. We note your disclosure that in January 2018, you filed a patent
application related to
your CTS 2.0 technology. Please amend your disclosure to specify
whether the patent(s)
have been issued or are pending, the relevant jurisdictions, and the
type
of patent protection (e.g., composition of matter, use, or process).
8. We note elsewhere in your filing that pursuant to your exit of Chapter
11 Bankruptcy you
agreed to pay certain debts back out of "future profits" and "future
revenues." Please
revise your disclosure here to discus the material terms of the Plan
of Reorganization. In
addition, please file a complete copy of the Plan of Reorganization,
including all material
exhibits and schedules. Add risk factor disclosure as appropriate.
9. We note your disclosure that your CTS 2.0 system is "100% owned."
Please expand your
disclosure to explain how you acquired the rights to your CTS 2.0
system. Clarify whether
you developed them in house or licensed them from another party. If
you licensed them,
please describe your licensing agreements and all material terms. To
the extent you
Benjamin Slager
FirstName LastNameBenjamin
Alliance BioEnergy Plus, Inc. Slager
Comapany2,NameAlliance
February 2021 BioEnergy Plus, Inc.
February
Page 3 2, 2021 Page 3
FirstName LastName
licensed any of the technology material to the CTS 2.0 system, please
either file the
agreements or provide us with an analysis supporting your
determination that the
agreements are not required to be filed.
10. We note your disclosure that you "licensed the Vertimass Process to
convert ethanol (from
the CTS 2.0 process) into bio-jet fuel." Please expand your disclosure
to describe the
material terms of the license agreement and file the agreement as an
exhibit.
Item 2A. Management's Discussion and Analysis, page 11
11. Please expand your discussion and analysis to address your financial
condition and results
of operations for the nine months ended September 30, 2020. Refer to
Item 303(b) of
Regulation S-K.
Liquidity and Capital Resources, page 13
12. Please disclose the additional funding that you will need and how far
in the development
process for your CTS 2.0 system you expect to get with this amount of
funding.
Item 3. Properties, page 16
13. Please file the lease agreement for your corporate office as an
exhibit to the Form 10.
Item 5. Directors, Executive Officers and Corporate Governance, page 18
14. We note several of your executive and director biographies where the
principal
occupation and employment is unclear during the past five years.
Please discuss the
principal occupation and employment for the past five years, including
the name, and
principal business of any corporation or other organization. Please
also indicate any other
directorships held during the last five years for each director. See
Item 401(e) of
Regulation S-K. Additionally, please briefly discuss the specific
experience,
qualifications, attributes or skills that led to the conclusion that
the person should serve as
a director.
15. It appears that certain of your current directors and executive
officers were officers or
directors of your company when you previously filed the petition under
Chapter 11 of the
U.S. Bankruptcy Code. Please provide the disclosures required by Item
401(f) of
Regulation S-K.
16. We note your reference to Section 16 reports that have not been timely
filed. Please advise
or revise.
Item 6. Executive Compensation, page 21
17. Please revise to provide executive compensation disclosure for the
most recently
completed fiscal year, the year ended December 31, 2020.
Benjamin Slager
FirstName LastNameBenjamin
Alliance BioEnergy Plus, Inc. Slager
Comapany2,NameAlliance
February 2021 BioEnergy Plus, Inc.
February
Page 4 2, 2021 Page 4
FirstName LastName
Related Transactions, page 24
18. We note your disclosure here that two of your subsidiaries dissolved.
However, on page
14 you indicate you own subsidiaries. To the extent you currently own
subsidiaries please
file the exhibit required by Item 601(b)(21) of Regulation S-K.
19. We note your disclosure here that following negotiations during
Chapter 11 bankruptcy,
certain notes are to be "paid out of future profits or eliminated if
not paid within 5 years of
the Confirmation Order issued on September 18, 2019." Please disclose
the aggregate
principal outstanding as of a recent date and disclose all the
material terms of the
renegotiation and file the agreement(s) as an exhibit or otherwise
advise.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 33
20. We note that your auditor, Prager Metis CPA's LLC, has served as your
auditor since
2020. Please provide the disclosures required by Item 304 of
Regulation S-K and provide
an Exhibit 16 letter required by Item 601 of Regulation S-K or tell us
why you do not
believe such information is necessary.
Item 14A. Controls and Procedures, page 33
21. Please note that the information you have presented under Item 14A are
not required to be
presented in your Form 10. However, if you continue to provide such
information, please
refer to the disclosures requirements of Items 307 and 308 of
Regulation S-K and address
the following:
In the second paragraph of your Disclosure Controls and Procedures
disclosure you
indicate that your disclosure controls and procedures were not
effective as of
December 31, 2019. However, you also indicate that subsequent to
mid-2018,
management now concludes that the company s disclosure controls
and procedures
are effective. As these additional disclosures may be confusing
to investors, please
revise to clarify what you are trying to convey with this
additional disclosures and
ensure you clearly state management s conclusions regarding the
effectiveness of
your Disclosure Controls and Procedures as of December 31, 2019;
and
Within the third paragraph of you Management's Report on Internal
Control over
Financial Reporting, you indicate that management assessed the
effectiveness of the
Company's internal control over financial reporting, however, you
do not provide
management's conclusion regarding the effectiveness of the
Company's internal
control over financial reporting. Please expand your disclosures
accordingly.
Exhibits
22. We note that several of the hyperlinks do not link to the relevant
exhibits. Please provide
an active hyperlink directly to each exhibit incorporated by
reference. See Item 601(a)(2)
of Regulation S-K.
Benjamin Slager
Alliance BioEnergy Plus, Inc.
February 2, 2021
Page 5
23. We note your disclosure that the Company is currently authorized to issue
500,000,000
Shares of Common Stock par value $0.001 and 10,000,000 shares of
Preferred Stock par
value $0.001. Please file an amended articles of incorporation that
reflects
these authorized shares or revise your disclosure as appropriate.
24. We note your disclosure of employment agreements with your chief
executive officer and
chief financial officer. Please file these employment contracts as
required by Regulation
S-K Item 601(b)(10).
General
25. Pursuant to Section 12(g)(1) of the Exchange Act, the Form 10 becomes
effective
automatically 60 days after the initial filing date. At that time, you
will be subject to the
reporting requirements of the Exchange Act. In addition, we will continue
to review your
filing until all of our comments have been addressed. If the review
process has not been
completed before the effectiveness date you should consider withdrawing
the Form 10
registration statement to prevent it from becoming effective and, as
applicable, file a new
Form 10 registration at such time as you are able to respond to any
remaining issues or
comments.
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 Atallah at (202) 551-3663 or Jeanne Baker at (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at (202) 551-8342 or Joe McCann at (202) 551-6262 with any
other
questions.
Sincerely,
FirstName LastNameBenjamin Slager
Division of
Corporation Finance
Comapany NameAlliance BioEnergy Plus, Inc.
Office of Life
Sciences
February 2, 2021 Page 5
cc: Rob Diener
FirstName LastName