United States securities and exchange commission logo
June 3, 2021
A. Stone Douglass
Chief Executive Officer
GeoSolar Technologies, Inc.
1400 16th Street Ste 400
Denver, CO 80202
Re: GeoSolar
Technologies, Inc.
Amended
Registration Statement on Form S-1
Filed May 10, 2021
File No. 333-255887
Dear Mr. Douglass:
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
Prospectus Summary, page 2
1. Please revise your
"Overview" section of the prospectus summary to disclose:
the current
development status your GSP System, the fact that you have not had any
revenues to date
and how many GSP Systems have been sold to date;
the status and
obligations of the consulting agreement that you have assumed from
your parent,
including the amounts due;
the number of
shares of common stock sold as compared to the number of shares that
were issued to your
parent; and
that, since your
parent's incorporation, your parent has been involved in a number of
business ventures,
all of which were unsuccessful and which your parent
has abandoned.
A. Stone Douglass
FirstName LastNameA. Stone
GeoSolar Technologies, Inc. Douglass
Comapany
June 3, 2021NameGeoSolar Technologies, Inc.
June 3,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 3
2. Please add risk factor disclosure to describe your history of losses
and lack of revenues.
Management's Discussion and Analysis, page 6
3. Please disclose the proceeds received from the offering of common
stock and sale of
Units.
Business , page 7
4. You disclose that you assumed all liabilities associated with
consulting agreements
previously signed by Fourth Wave Energy, Inc. Please describe the
agreements and
consulting services provided by Fourth Wave Energy, Inc.
Signatures, page II-4
5. It is unclear if the board of directors have signed the registration
statement. Please revise
or advise. See Instruction 2 to Signatures on Form S-1.
General
6. In your next amendment, please include updated financial statements
that comply with
Rule 8-08 of Regulation S-X. Related financial information, such as,
but not limited to,
MD&A, should also be be updated.
7. We note your reference to "approximately" 10,000,000 shares of
Geosolar Technologies
being distributed and the reference to "(subject to change prior to
the record date of the
Spin-Off)". Please clarify the circumstances in which that number of
shares could
change.
8. We note your disclosure that "each four shares of FWAV's common
stock" will be
entitled to one share of Geosolar common stock. Please clarify what
will happen to
shareholders who hold less than four shares. Also, please tell us the
source of the cash to
be paid to shareholders.
9. Please tell us the basis for your anticipation that your common stock
will trade on the
OTC Market Group platform after the spin off, and whether you intend
to register your
common stock under the Securities Exchange Act.
10. Please tell us why you do not believe it is necessary for the
shareholders of FWAV to
approve this transaction.
11. It us unclear why you have stated that this "Prospectus is not an
offer to sell, or a
solicitation of an offer to buy, any securities." See Item 501 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
A. Stone Douglass
GeoSolar Technologies, Inc.
June 3, 2021
Page 3
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 Andrew Blume at
202-551-
3254 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jay Mumford at 202-551-3637 or Sherry Haywood at
202-551-3345 with
any other questions.
FirstName LastNameA. Stone Douglass Sincerely,
Comapany NameGeoSolar Technologies, Inc.
Division of
Corporation Finance
June 3, 2021 Page 3 Office of
Manufacturing
FirstName LastName