United States securities and exchange commission logo
December 9, 2021
John Campi
Chief Executive Officer
SQL Technologies Corp.
11030 Jones Bridge Road, Suite 206
Johns Creek, GA 30022
Re: SQL Technologies
Corp.
Draft Registration
Statement on Form S-1
Submitted November
12, 2021
CIK No. 0001598981
Dear Mr. Campi:
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
Risk Factors, page 20
1. Please expand your risk
factor disclosure to describe the risks associated with
manufacturing in China.
We have a limited operating history . . . , page 20
2. You state that you have
a limited operating history and refer to yourself as an "early-stage
company." By contrast,
your history on page 12 and elsewhere indicates you were
organized in 2004, have
been developing your technology since 2007, and generated over
$29 million in sales
since 2015. Please revise your risk factor disclosure to reconcile this
John Campi
FirstName LastNameJohn
SQL Technologies Corp. Campi
Comapany9,
December NameSQL
2021 Technologies Corp.
December
Page 2 9, 2021 Page 2
FirstName LastName
apparent inconsistency, with more tailored disclosure describing the
risks associated with
your shift in business strategy as appropriate.
Our smart products and technologies will depend in part on access . . . , page
23
3. We note that your ability to market smart products and technologies
will rely on access to
third-party platforms. Please disclose the current state of such
access, including whether
you have been denied or granted, on a full or limited basis, platform
access.
We depend on third parties to provide integrated circuit chip sets . . . , page
28
4. Please tailor your risk factor to disclose whether you have
experienced shortages of
integrated chips and/or other critical components as a result of
COVID-19, and analyze
the related risks to your business.
We rely on a limited number of third-party manufacturers to produce our
products . . . , page 29
5. Please disclose the sources and availability of raw materials and the
names of your
principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.
Business, page 62
6. Please revise to provide a clear and concise description of your
products and services,
including the status of development and marketing. Refer to Items
101(h)(4)(i) and (iii) of
Regulation S-K. Please address each of the following:
You state that you are winding down sales of your standard
products in favor of
launching your new line of products; please clearly identify
which of your products
are being discontinued.
Describe more fully your planned subscription services,
including your anticipated
timetable and market for these services.
Describe any warranty services that you provide following
product sales.
Describe the obstacles you expect to overcome in order to
develop and market your
new products and/or services.
7. Please disclose whether installation of your technology and/or
retrofitting of electrical
devices requires the services of a licensed electrician. Please also
provide support for the
statement that widespread adoption of your Smart Platform should
eliminate many
hazardous incidents including ladder falls, electric
shock/electrocutions, fires, carbon
monoxide poisonings, injuries, and deaths.
8. Please fully describe the effect of governmental regulations on your
business and clarify
the need for any government approval of your principal products or
services, current and
planned. See Items 101(h)(4)(viii) and (ix) of Regulation S-K. For
example, describe the
John Campi
SQL Technologies Corp.
December 9, 2021
Page 3
industry regulations of the Environmental Protection Agency and
significant overseas
regulation referenced on page 32. With respect to the statement, "[W]e
may seek
certification of our products from UL, United Laboratories of Canada
(cUL) and
Conformit Europ enne (CE)," please clearly identify whether you have
sought
certification and the current status of approval.
9. Please describe the distribution methods for your products and services.
See Item
101(h)(4)(ii) of Regulation S-K. Describe your primary customers.
10. Please provide the duration of your intellectual property. See Item
101(h)(4)(vii) of
Regulation S-K.
11. We note your disclosure that management will strive to achieve strong
market penetration
worldwide for your products. Please identify your key markets outside the
United States,
current and planned.
December 31, 2020 Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Stock-based Compensation, page F-14
12. We note that your nonemployee stock based compensation accounting policy
disclosures
on pages F-15 and F-48 reference ASC 505-50. Please tell us if you have
adopted ASU
2018-07, which more closely aligns the accounting for nonemployee awards
with the
existing accounting model for employee awards. If you have not adopted
the standard,
revise your accounting policy, financial statements, and disclosures as
necessary and tell
us in detail how adoption impacted your financial statements. If you have
adopted the
standard, clarify why your accounting policy does not appear consistent
with the standard
and revise your disclosures accordingly.
You may contact Andrew Blume at 202-551-3254 or Beverly Singleton at
202-551-3328
if you have questions regarding comments on the financial statements and
related matters.
Please contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with
any other questions.
Sincerely,
FirstName LastNameJohn Campi
Division of
Corporation Finance
Comapany NameSQL Technologies Corp.
Office of
Manufacturing
December 9, 2021 Page 3
cc: Jurgita Ashley
FirstName LastName