United States securities and exchange commission logo
January 7, 2022
Danny Meeks
Chief Executive Officer
Greenwave Technology Solutions, Inc.
277 Suburban Drive
Suffolk, VA 23434
Re: Greenwave
Technology Solutions, Inc.
Registration
Statement on Form S-1
Filed December 20,
2021
File No. 333-261771
Dear Mr. Meeks:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 Statement on Form S-1
General
1. We note that your
common stock is currently quoted on the OTC Pink marketplace.
Please revise to
clarify that the selling stockholders will sell at a fixed price until your
shares are listed or
quoted on an existing public trading market, such as the OTCQB,
OTCQX or OTCBB, and
thereafter at prevailing market prices or privately negotiated
prices. Please also
disclose the fixed price.
2. We note that the
registration statement proposes to register 4,525,795,918 shares of
common stock. We also
note that the company's Second Amended and Restated
Certificate of
Incorporation only authorizes 1,200,000,000 shares of common stock.
Please advise or,
alternatively, revise the registration statement to only include those
resale shares which can
be supported by a filed legality opinion. For guidance on the
Danny Meeks
Greenwave Technology Solutions, Inc.
January 7, 2022
Page 2
substance of legality opinions and prohibited assumptions, refer to
Sections II.B.1,
II.B.2 and II.B.3.a of SLB No. 19.
3. Please tell us how you have determined to register 4,525,795,918
shares of common
stock. In this regard, we note that the registration statement appears
to register 300% of
the total number of shares that could be issued to the selling
stockholders upon conversion
of outstanding convertible debt and upon exercise of outstanding
warrants, and it is not
clear why you need to register this amount or how you have arrived at
the amounts
reflected in the Selling Shareholder table in the column entitled
"Maximum Number of
Shares of Common Stock to be Sold Pursuant to this Prospectus." Tell
us how these
amounts reflect a good-faith estimate of the maximum number of shares
you may issue
upon conversion or exercise. Refer to Question 139.10 of the Section
Act Sections
Compliance and Disclosure Interpretations.
4. We note that the filing includes two sets of audited financial
statements. We also note that
the company only filed an auditor consent related to the audited
financial statements
for Greenwave Technology Solutions, Inc. Please file the missing
auditor consent for the
audited financial statements of Empire Services, Inc.
Prospectus Summary, page 1
5. Please revise to discuss the asset sale of the company's social media
businesses and, if
true, clarify that the company has discontinued all operations related
to these businesses.
Additionally, please advise what consideration you gave to providing
pro forma financial
information related to this disposition in the pro forma presentation
starting on page F-97.
6. We note that the Greenwave Technology Solutions, Inc.'s and Empire
Services, Inc.'s
audited financial statements include going concern qualifications in
their respective audit
reports. Please revise the Overview section to disclose these going
concern
qualifications. Additionally, please revise to discuss each company's
history of net losses
and significant liabilities.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
27
7. Please revise to include a management's discussion and analysis of
financial condition and
results of operations for Empire Services, Inc. Refer to Item 303 of
Regulation S-K.
FirstName LastNameDanny Meeks
Executive Compensation, page 36
Comapany NameGreenwave Technology Solutions, Inc.
JanuaryPlease
8. 7, 2022revise
Pagethis
2 section for the most recently completed fiscal year.
FirstName LastName
Danny Meeks
FirstName
GreenwaveLastNameDanny MeeksInc.
Technology Solutions,
Comapany
January NameGreenwave Technology Solutions, Inc.
7, 2022
January
Page 3 7, 2022 Page 3
FirstName LastName
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.
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.
Please contact Donald Field at 202-551-3680 or Mara Ransom at
202-551-3264 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services