United States securities and exchange commission logo
June 21, 2022
Nick Zeng
Chief Executive Officer
Harmony Energy Technologies Corporation
165 Broadway, FL 23
New York, NY 10006
Re: Harmony Energy
Technologies Corporation
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed June 8, 2022
File No. 000-56380
Dear Mr. Zeng:
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 and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 2 to Form 10-12G
General
1. Many of the comments
contained in this letter have numerous components. To facilitate
the staff's analysis of
your disclosure, your response letter should separate each comment
and component and
reproduce the disclosure and the specific location in your filing where
you believe the SEC's
concern is addressed. Please also note that the headings in this
comment letter and
comments themselves direct you to where the responsive disclosure
should appear if it
does not appear in that location already.
2. We note your response
to prior comment 1 and your related disclosure on page 3.
However, we disagree
with the conclusion that you are not a China-based issuer. We
acknowledge disclosure
that your management is based in the United States and Canada,
and that your business
model anticipates future sales of your lithium-ion products solely in
the United States.
However, it appear the majority of your actual operations to date has
Nick Zeng
FirstName LastNameNick ZengCorporation
Harmony Energy Technologies
Comapany
June NameHarmony Energy Technologies Corporation
21, 2022
June 21,
Page 2 2022 Page 2
FirstName LastName
been China-based, as reflected in your financial statements for the
years ended December
30, 2020 and 2021, which records revenue derived solely from sales in
China. Please
revise your disclosure accordingly, including in response to each of
our prior comments.
Disclosure explaining that you are in the process of shifting your
business from China to
the United States may be included, as appropriate, although this
should not minimize your
China-based disclosure and should make clear the associated risks,
including that
management may change its intentions in response to circumstances or
otherwise.
Item 1
Business, page 1
3. We note your responses to prior comments 3 and 7. Please revise the
statement, "We do
not believe that the Holding Foreign Companies Accountable Act
('HFCAA') applies to
our company," to reflect that the HFCAA applies to any issuer required
to file reports
under section 13 or 15(d) of the Securities Exchange Act of 1934,
including the company.
Additionally describe the rules adopted by the Commission to implement
the HFCAA.
We note your disclosure that your auditor is based in Canada and is
subject to PCAOB
inspections. Please revise the risk factor on page 18 to disclose the
risks that, if the
PCAOB were to determine that they cannot inspect fully your auditor,
your securities may
be prohibited from trading or delisted.
4. We note your response and reissue prior comment 5. Please disclose
each permission or
approval that you or your subsidiaries are required to obtain from
Chinese authorities to
operate your business and to offer the securities being registered to
foreign investors (as
this may relate to future offerings of your registered securities).
Expand the disclosure on
page 7 to state affirmatively whether you have received all requisite
permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future. Additionally, please disclose how you determined no
permissions or approvals
were required. If you relied on counsel, identify counsel and file an
exhibit. If you did
not consult counsel, provide an explanation as to why you did not
consult counsel. Please
expand or revise related risk factors as appropriate.
5. We note your response to comment 8. Please expand the disclosure on
page 8 to describe
and quantify any transfers of assets other than cash that have
occurred between the
company and its subsidiary, or make clear if not such transfers have
been made to
date. Please additionally disclose a narrative of the cash management
policies and
procedures that dictate how funds are transferred between your
entities, including whether
cash generated from one entity is used to fund another entity's
operations, and whether
you have ever faced or could face difficulties or limitations in your
ability to transfer cash
between entities. Additionally revise your risk factors to describe
any restrictions on
Nick Zeng
Harmony Energy Technologies Corporation
June 21, 2022
Page 3
foreign exchange and your ability to transfer cash between entities,
across borders, and to
U.S. investors; for example, and without limitation, regulation of loans
and direct
investments, restrictions on dividends, and controls on foreign exchange.
Exhibits
6. We note your response to prior comment 13 and reissue it in part. Please
refile exhibits
10.11 through 10.17 to reflect the (i) current maturity date of each loan
agreement, as
disclosed in the table on page 5, (ii) assignments of the loans to Nianxu
Zheng and
Keystone Associates, Inc., and (iii) extension for payment of
consideration and waiver of
interest due in relation to the acquisition of Smarten.
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.
You may contact Effie Simpson at 202-551-3346 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any other
questions.
Sincerely,
FirstName LastNameNick Zeng
Division of Corporation
Finance
Comapany NameHarmony Energy Technologies Corporation
Office of Manufacturing
June 21, 2022 Page 3
cc: Patti Weber
FirstName LastName