United States securities and exchange commission logo
July 12, 2022
Paul Mann
Chairman, Chief Executive Officer and Chief Financial Officer
ASP Isotopes Inc.
433 Plaza Real, Suite 275
Boca Raton, Florida 33432
Re: ASP Isotopes Inc.
Amended Draft
Registration Statement on Form S-1
Submitted June 27,
2022
CIK No. 0001921865
Dear Mr. Mann:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amended Draft Registration Statement on Form S-1, submitted on June 27,
2022
Risk Related to Regulatory Compliance
Our business is and could become subject to a wide variety of extensive
and evolving laws and
regulations. Failure to comply with such..., page 15
1. We note your revised
disclosure in response to previous comment 6 and re-issue the
comment in part. Please
expand your disclosure to briefly explain the material licenses,
approvals and permits
you or Klydon have received in connection with the construction or
operation of the Mo-100
enrichment facility in South Africa. In addition, please specify
the conditions that are
associated with such licenses, approvals and permits and, if
material, discuss the
risks that could cause such conditions to not be maintained.
Paul Mann
FirstName LastNamePaul Mann
ASP Isotopes Inc.
Comapany
July NameASP Isotopes Inc.
12, 2022
July 12,
Page 2 2022 Page 2
FirstName LastName
Use of Proceeds, page 42
2. Please disclose the approximate amount intended to be used to initiate
and fully fund
Phase 2 of the Mo-100 development plan under the turnkey contract.
Letter of Intent for Klydon Shares or Assets, page 49
3. We note your revised disclosure in response to previous comment 12 and
re-issue the
comment in part. We refer to your disclosure that you "do not expect
the timing or success
of the Klydon acquisition to have a material effect on either our
business or our financial
results in the future because of the existing commercial agreements
(including exclusive
licenses) that we have with Klydon." Please expand on this disclosure
to explain why your
existing commercial agreements with Klydon would prevent the
acquisition of Klydon
from having a material effect on your business. In this regard, we
note your statement on
page 25 that your are "substantially dependent on the Turnkey Contract
for the operation
of [y]our company" because you do not yet have sufficient internal
capabilities to perform
the functions Klydon is providing under such agreement. Please discuss
any material risks
that would be associated with having to directly develop, manage
and/or finance the
services Klydon is providing under the existing commercial agreements
in the event that
you were to acquire Klydon.
Continue identifying potential offtake customers and strategic partners for
Mo-100, page 59
4. We note your response to previous comment 18 regarding the name of the
strategic
advisor in China. Please expand on your disclosure to explain that you
expect to enter into
similar consulting and sales commission agreements with other
individuals and entities in
the future in the ordinary course of business.
Indemnification Arrangements with Drs Ronander and Strydom, page 90
5. We note your revised disclosure in response to previous comment 24 and
re-issue the
comment in part. Please describe any agreements that a third party
entered into with Dr
Einar, Dr Strydom, Klydon, and Isotope Separation Technology (Pty)
Ltd. that would be
covered by this indemnification agreement. Additionally, please
disclose whether you are
aware of any instituted or threatened claim, litigation or controversy
which could be
covered by the indemnification agreement. Finally, please disclose
whether
Klydon, Isotope Separation Technology (Pty) Ltd, or any other third
party is providing
indemnity against these claims as well.
Advisor Agreement with ChemBridges LLC, page 91
6. We note your revised disclosure in response to previous comment 34.
Please revise your
description of the Advisor Agreement with ChemBridges LLC to describe
the termination
provisions of such agreement.
You may contact Ibolya Ignat at 202-551-3636 or Kevin Kuhar at
202-551-3662 if you
Paul Mann
ASP Isotopes Inc.
July 12, 2022
Page 3
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Christopher Edwards at 202-551-6761
with any
other questions.
Sincerely,
FirstName LastNamePaul Mann
Division of
Corporation Finance
Comapany NameASP Isotopes Inc.
Office of Life
Sciences
July 12, 2022 Page 3
cc: Mr. Donald Ainscow, Esq.
FirstName LastName