United States securities and exchange commission logo
May 6, 2022
Kermit Harris
Chief Executive Officer
Astra Energy, Inc.
9565 Waples Street, Suite 200
San Diego, CA 92121
Re: Astra Energy, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 25,
2022
File No. 333-263256
Dear Mr. Harris:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
30, 2022 letter.
Form S-1/A filed April 25, 2022
Cover Page
1. We note your response
to prior comment 1 and your revisions to your prospectus cover
page. However, the
revised cover page disclosure regarding the securities being offered is
not consistent with
your fee table filed as Exhibit 107. For example, you disclose on the
cover page that you are
offering units, but it does not appear that you have included the
units and each
component of the units (shares of common stock and warrants) in the fee
table. Please revise.
2. We note your response
to prior comment 2, and reissue such comment. In that regard, we
note that your
disclosure continues to reference the OTC Bulletin symbol for your
common stock, and we
note the references throughout your prospectus to the trading or
Kermit Harris
FirstName LastNameKermit Harris
Astra Energy, Inc.
Comapany
May 6, 2022NameAstra Energy, Inc.
May 6,
Page 2 2022 Page 2
FirstName LastName
listing of your common stock on the OTC Bulletin Board Pink Sheets
or the OTC
Bulletin Board. Please revise your disclosure throughout your filing
to clarify the current
quotation of your common stock. In addition, please revise your cover
page disclosure to
disclose a fixed price at which the selling stockholders will offer
and sell shares until your
shares are listed on a national securities exchange or quoted on OTCQX
or OTCQB, at
which time they may be sold at prevailing market prices or in
privately negotiated
transactions. In that regard, it appears that you have not disclosed a
fixed price for such
shares, as we note your reference to a fixed price not to exceed
$.50 per share. Please
also make corresponding changes throughout your prospectus, including
in your
prospectus summary. For example, we note your disclosure on pages 5
and 26 references
market prices for the resale of shares by the selling stockholders,
and note your reference
on page 26 that the price per share will vary according to the market
for the duration of
this offering.
Risk Factors
Going Concern, page 6
3. The amounts you disclose for the accumulated deficit at November 30,
2021 here, and on
page 12 under Liquidity and Capital Resources, do not agree with the
amount of the
accumulated deficit in your November 30, 2021 financial statements.
Please revise as
appropriate.
Risk Factors, page 9
4. We note your disclosure regarding the disruption of international
business activities due to
COVID-19, your disclosure that supply chain delays and certain service
providers are
experiencing challenges which drives up project costs, and your
disclosure that the recent
invasion of Ukraine has compounded these issues. We also note your
disclosure that all
of the equipment required in the projects will have to be sourced
abroad and the free
movement of equipment and project supplies has been significantly
restricted. Please
disclose whether and how your business, projects, or operations are
materially impacted
by supply chain disruptions. For example, discuss whether you have or
expect to:
suspend the production, purchase, sale or maintenance of
certain items;
experience higher costs due to constrained capacity or
increased commodity prices or
challenges sourcing materials; or
be exposed to supply chain risk in light of Russia s invasion
of Ukraine and/or related
geopolitical tension or have sought to de-globalize your
supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
Kermit Harris
FirstName LastNameKermit Harris
Astra Energy, Inc.
Comapany
May 6, 2022NameAstra Energy, Inc.
May 6,
Page 3 2022 Page 3
FirstName LastName
Description of Our Business, page 17
5. We note your response to prior comment 9, and reissue such comment in
part. Please
revise to disclose all material terms of the Investment License by the
Uganda Investment
Authority. In that regard, we note that your prospectus does not
describe the location of
the project, as set forth in the license filed as Exhibit 10.13, and
the term and condition
that the date by which foreign capital investment shall have been
invested in the business
enterprise is one year from the date of licensing.
6. Please describe, to the extent material to an understanding of the
registrant, the need for
any government approval of principal products or services, the effect
of existing or
probable governmental regulations on the business, and the costs and
effects of
compliance with environmental laws. Please refer to Item
101(h)(4)(viii)-(xi) of
Regulation S-K. For example, we note your agreement to supply and
install a 110kWh
solar powered electricity generating system in Southern California.
Plan of Distribution, page 26
7. We note your response to prior comment 13 and reissue such comment in
part. The form
of subscription agreement filed as Exhibit 99.1 and the form of
warrant filed as Exhibit
99.2 appear to contemplate the sale of securities in an offering that
is not registered under
the Securities Act. Please advise.
Directors, Executive Officers and Corporate Governance, page 31
8. We note your response to prior comment 14. Please revise to clarify
Daniel Claycamp s
principal occupations and employment from 2018 through the present.
See Item 401(e) of
Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 34
9. We note your disclosure on page 28 regarding the voting rights of the
Series A
Convertible Preferred Stock. Please provide the disclosure required by
Item 403 of
Regulation S-K with respect to such class of securities.
Note 2 - Summary of Significant Accounting Policies
Net income (loss) per common share, page 43
10. We note your disclosure that for the year ended August 31, 2021 you
excluded 207,000
and 623,225 potentially dilutive securities attributable to your
Series B and Series C
preferred stock from your calculation of earnings (loss) per common
share because these
potentially dilutive securities were anti-dilutive due to your net
loss for the period. You
included this same disclosure in Note 2 on page 54 in your unaudited
interim financial
statements for the period ended November 30, 2021. This disclosure is
inconsistent with
your disclosures in Note 7 on pages 45 and 56 of your filing where you
disclose that the
Kermit Harris
Astra Energy, Inc.
May 6, 2022
Page 4
conversion rights formerly attached to your Series B and Series C
preferred stock expired
in 2012. Please revise as appropriate.
Exhibits
11. Please obtain and file a revised opinion that clearly opines on the
legality of the shares of
common stock underlying the warrants, and which addresses whether the
warrants will be
a binding obligation of the registrant under the law of the jurisdiction
governing the
warrant agreement. Refer to Section II.B.1.f of Staff Legal Bulletin No.
19.
You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Cheryl Brown, Law
Clerk, at (202) 551-
3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameKermit Harris
Division of
Corporation Finance
Comapany NameAstra Energy, Inc.
Office of Energy &
Transportation
May 6, 2022 Page 4
cc: Carl P. Ranno, Esq.
FirstName LastName