United States securities and exchange commission logo
May 23, 2022
Jimmy Wayne Anderson
President
Global Technologies Ltd
501 1st Ave N., Suite 901
St. Petersburg, FL 33701
Re: Global
Technologies, Ltd
Preliminary
Information Statement on Schedule 14C
Filed May 10, 2022
File No. 000-25668
Dear Mr. Anderson:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Information Statement on Schedule 14A filed May 10, 2022
General
1. Please update to
provide financial statements as of and for the interim periods ended
March 31, 2022 and
March 31, 2021 in your next amendment. Please revise your
Management's Discussion
and Analysis of Financial Condition and Results of Operations
section to update your
disclosure to provide the information covering the periods of your
financial statements.
Specifically, please provide (i) a pro forma balance sheet as of March
31, 2022, (ii) a pro
forma statement of operations for the fiscal period from January 29,
2021 (inception) to
June 30, 2021 and (iii) a pro forma statement of operations for the
nine-month period ended
March 31, 2022. Finally, please remove the pro forma balance
sheet as of December
31, 2021 as it is not required.
2. We note you have
incorporated by reference your Exchange Act reports. Item 14(e) of
Schedule 14A permits
incorporation by reference of information required by Item 14(c) of
Schedule 14A to the
same extent such information is permitted to be incorporated by
Jimmy Wayne Anderson
Global Technologies Ltd
May 23, 2022
Page 2
reference by Form S-4. Form S-4 allows incorporation by reference
where a company
meets the requirements of Form S-3. The General Instructions to Form
S-3 address the
Eligibility Requirements for Use of Form S-3. We note in particular
paragraph I.B.1,
which requires the aggregate market value of the voting and non-voting
common equity
held by non-affiliates of the registrant to be $75 million or more. It
does not appear that
you are eligible to incorporate your financial statements. Please
revise to provide the
required financial statements, or provide us further analysis
regarding your ability to
incorporate by reference.
3. We note that you intend to issue a pro-rata number of shares of Class
A common stock to
Tersus Shareholders pursuant to the Exchange Agreement. Please revise
your disclosure
to provide the approximate number of shares of Class A common stock
that you will be
issuing based on current outstanding securities and the effect of the
stock split.
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.
Please contact Sergio Chinos at (202) 551-7844 or Erin Purnell at (202)
551-3454 with
any questions.
FirstName LastNameJimmy Wayne Anderson Sincerely,
Comapany NameGlobal Technologies Ltd
Division of
Corporation Finance
May 23, 2022 Page 2 Office of
Manufacturing
FirstName LastName