United States securities and exchange commission logo
October 25, 2021
Carol Craig
Chief Executive Officer
Sidus Space, Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re: Sidus Space, Inc.
Draft Registration
Statement on Form S-1
Submitted September
28, 2021
CIK No. 0001879726
Dear Ms. Craig:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted September 28, 2021
Cover Page
1. You disclose that Ms.
Craig, your CEO, beneficially owns 10 million shares, or 100%, of
your issued and
outstanding Class B common stock. As a result of Ms. Craig's Class B
holdings, it appears
you may be a "controlled company." Please advise. To the extent
you will be a
"controlled company" following the completion of this offering, please
revise your cover page
to disclose your status as a "controlled company", disclose the
identity and beneficial
ownership percentage of your controlling shareholder and
provide a
cross-reference to a longer discussion of the exemptions available to you, and
those on which you
intend to rely, as a "controlled company."
Carol Craig
FirstName LastNameCarol Craig
Sidus Space, Inc.
Comapany
October 25,NameSidus
2021 Space, Inc.
October
Page 2 25, 2021 Page 2
FirstName LastName
Prospectus Summary
Sidus Constellation, page 2
2. We note that you have been awarded a 5-year indefinite delivery
indefinite quantity
contract with NASA. Please revise, where appropriate, to discuss the
material terms of
this contract and tell us what consideration you have given to filing
it as an exhibit. See
Item 601(b)(10) of Regulation S-K.
3. On page 3, you disclose that you have generated space-related
manufacturing revenue
since 2012. On page 4 and elsewhere, you disclose that you have
generated space-related
manufacturing revenue since 2014. Please revise to address this
inconsistency or advise.
Risk Factors, page 9
4. We note that Ms. Craig, is also the CEO of Craig Technical Consulting,
Inc., your
majority shareholder, and is currently pursuing a PhD. We also note
that Mr. Silverman,
your CFO, is currently an executive officer of several other entities.
In light of their
involvement with other businesses and activities, please specify the
minimum amount of
time per week that Ms. Craig and Mr. Silverman devote to your company.
If Ms. Craig or
Mr. Silverman works less than full time for the company, please
include a risk factor
indicating the amount of time that she or he dedicates to the company
and discuss any
related material risks to the company and investors. Also, please
consider addressing in a
separate risk factor whether Ms. Craig's or Mr. Silverman's outside
employment creates a
material risk of conflicts of interest with the company and, if so,
how such conflicts will
be resolved.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
39
5. Please revise your MD&A to highlight, if true, that your revenues to
date have been from
your space related manufacturing offerings and that you have not
generated revenue from
your commercial constellation space offering.
Business
Existing Relationships, page 48
6. You state here that your customers include large government
contractors and government
space agencies. Please revise to disclose your number of customers as
of the end of each
financial statement period included in the filing.
Our Intellectual Property, page 55
7. Please disclose the duration of your patents. See Item 101(h)(4)(vii)
of Regulation S-K.
Carol Craig
FirstName LastNameCarol Craig
Sidus Space, Inc.
Comapany
October 25,NameSidus
2021 Space, Inc.
October
Page 3 25, 2021 Page 3
FirstName LastName
Employment Agreements, page 62
8. You state here that you intend to enter into employment agreements
with your
management. Please revise to describe the material terms of these
agreements and file
them as exhibits.
Description of Capital Stock
Exclusive Forum, page 72
9. Disclosure here states that the federal exclusive forum provision will
apply to both
Securities Act and Exchange Act claims, while disclosure in the risk
factor on page 33
only notes that the provision will apply to Securities Act claims.
Please revise or advise.
Consolidated Statements of Operations, page F-4
10. We note you present a measure of gross profit on the face of your
Consolidated Statement
of Operations. We further note that it appears all your depreciation
expense is currently
classified within general and administrative expense. Please tell us
how your presentation
complies with the guidance in SAB Topic 11.B. In this regard, if you
do not allocate any
depreciation and amortization to cost of revenue, you should remove
the gross profit
subtotal from your statements of operations and relabel the cost of
revenue line item to
indicate that it excludes depreciation and amortization.
General, page F-7
11. You refer throughout the filing to the importance of your research and
development
projects on the future success of your business. Please revise to
disclose the total research
and development costs charged to expense for each period presented.
Refer to ASC 730-
10-50-1.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation, page F-7
12. Please revise to include all of the disclosures required by ASC
810-10-50-2AA and 50-3
regarding your variable interest entity, Aurea Alas. At a minimum,
ensure you include in
your disclosures the carrying amounts and classification of the VIE
s assets and liabilities
in the statement of financial position that are consolidated as well
as terms of
arrangements that could require you to provide financial support to
the VIE, including
events or circumstances that could expose the reporting entity to a
loss in accordance with
ASC 810-10-50-3. Also, disclose the impact of the VIE on your
financial performance
and cash flows. Lastly, ensure you address the disclosures required by
ASC 810-10-50-
5A.
General
13. Please supplementally provide us with copies of all written
communications, as defined in
Carol Craig
Sidus Space, Inc.
October 25, 2021
Page 4
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at (202) 344-5791 or Mitchell Austin, Staff Attorney, at (202)
551-3574 with any other
questions.
Sincerely,
FirstName LastNameCarol Craig
Division of
Corporation Finance
Comapany NameSidus Space, Inc.
Office of
Technology
October 25, 2021 Page 4
cc: Jeff Fessler
FirstName LastName