United States securities and exchange commission logo
July 14, 2022
James Tivy
Chief Financial Officer
M-tron Industries, Inc.
2525 Shader Road
Orlando, FL 32804
Re: M-tron Industries,
Inc.
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed June 29, 2022
File No. 001-41391
Dear Mr. Tivy:
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. 1 to the Registration Statement on Form 10
Unaudited Pro Forma Financial Statements, page 37
1. We have reviewed your
revisions made in response to our prior comment 5 and note your
discussion and
disclosures of Management's Adjustments. Please remove the column of
Management's
Adjustments from the face of the pro forma balance sheet and pro forma
statements of
operations, as such adjustments are only to be presented in an explanatory
footnote in accordance
with the format in Rule 11-02(a)(7)(ii)(A) of Regulation S-X.
Also disclose in the
explanatory footnote whether the pro forma financial information
reflects all
Management's Adjustments that are, in management's opinion, necessary to
a fair statement of the
pro forma financial information presented. Refer to Rule 11-
02(a)(7)(i)(C) of
Regulation S-X.
James Tivy
M-tron Industries, Inc.
July 14, 2022
Page 2
Business, page 43
2. We note your response to prior comment eight. Please clarify whether
M-Tron Industries,
Inc. is an operating company or a holding company. Please more clearly
describe your
operations and the operations of each of your subsidiaries. Also, please
disclose the legal
structure of your subsidiaries and consider including an organizational
chart.
Management, page 53
3. Please revise to briefly discuss the specific experience,
qualifications, attributes or skills
that led to the conclusion that Messrs. LaPenta and Goldman should serve
as directors of
your company, in light of your business and structure. Refer to Item
401(e) of Regulation
S-K.
Revolving Credit Agreement, page F-26
4. We note that you entered into a loan agreement for a revolving line of
credit. Please file
such agreement as an exhibit.
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 Beverly Singleton, Staff Accountant at (202) 551-3328
or Kevin
Stertzel, Staff Accountant at (202) 551-3723 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any
other questions.
Sincerely,
FirstName LastNameJames Tivy
Division of
Corporation Finance
Comapany NameM-tron Industries, Inc.
Office of
Manufacturing
July 14, 2022 Page 2
cc: Michael L Zuppone
FirstName LastName