United States securities and exchange commission logo
April 5, 2022
William R. Broaddrick
Chief Financial Officer
Circle Energy, Inc.
8211 E Regal Place
Tulsa, OK 74133
Re: Circle Energy, Inc.
Registration
Statement on Form S-1
Filed March 9, 2022
File No. 333-263384
Dear Mr. Broaddrick:
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.
Registration Statement on Form S-1
General
1. You disclose that you
are a newly incorporated Nevada company formed for the purpose
of acquiring oil and
gas companies, projects, or properties and partnering with an
established management
team in the oil and gas industry. It appears you have no revenues
and nominal assets and
that therefore you are a shell company as defined in Rule 405 of
the Securities Act of
1933. Please disclose on the cover page and in the description of
business section that
you are a shell company and add risk factor disclosure highlighting
the consequences of
your shell company status. Discuss the prohibition on the use of Form
S-8 by shell companies,
enhanced reporting requirements imposed on shell companies,
and the conditions that
must be satisfied before restricted and control securities may be
resold in reliance on
Rule 144. Additionally, it appears based on your business description
William R. Broaddrick
FirstName LastNameWilliam R. Broaddrick
Circle Energy, Inc.
Comapany
April NameCircle Energy, Inc.
5, 2022
April 25, 2022 Page 2
Page
FirstName LastName
that you may be a "blank check" company under paragraph (a)(2) of Rule
419 of the
Securities Act. Please revise to provide similar disclosure regarding
your status as
a blank check company and, in an appropriate place in your filing,
provide details
regarding compliance with Rule 419 in connection with any offering of
your securities. If
you do not believe that you are a shell company or a blank check
company, please provide
us with your legal analysis.
Risk Factors, page 5
2. We note your discussion of risks related to the oil and gas industry
beginning on page 9.
Consider the impact of the import ban on energy from Russia, the
corresponding export
ban from Russia and the overall increase in commodity prices on your
proposed business.
Include risk factor disclosure, as appropriate, regarding the
potential impact on your
proposed business.
Proposed Business, page 15
3. We note the bullet point list of management experience beginning on
page 15. Clearly
describe the relevant experience you are referencing in this list. As
examples, provide
specific additional detail regarding your management's experience in
negotiating
transactions favorable to investors, executing transactions in
multiple geographies and
under varying economic and financial market conditions, and accessing
the capital
markets, including financing businesses and helping companies
transition to public
ownership.
Management, page 17
4. Please provide expanded disclosure regarding the approximately $1
billion arranged and
raised by Mr. Rochford. Clarify Mr. Rochford's roles, the capacities
in which he
served and the dates of service at Ring Energy, Inc. Also, clarify
when Mr. Broaddrick
resigned from Ring Energy, Inc. as part of the headquarters relocation
and company
leadership changes.
Principal Shareholders, page 20
5. Please remove the statement in footnote 1 that the disclosure in this
section "is believed to
be accurate" or advise. It is unclear why you have qualified the
disclosure with
this statement given that the table is based upon information supplied
by management.
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.
William R. Broaddrick
Circle Energy, Inc.
April 5, 2022
Page 3
You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng
at 202-551-
3457 with any other questions.
Sincerely,
FirstName LastNameWilliam R. Broaddrick
Division of Corporation
Finance
Comapany NameCircle Energy, Inc.
Office of Real Estate &
Construction
April 5, 2022 Page 3
cc: Ronald N. Vance, Esq.
FirstName LastName