United States securities and exchange commission logo
October 18, 2022
Eric Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
411 Waverley Oaks Road, Suite 114
Waltham, Massachusetts 02452
Re: Ondas Holdings Inc.
Registration
Statement on Form S-4
Filed September 23,
2022
File No. 333-267565
Dear Eric Brock:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-4 filed September 23, 2022
Certain U.S. Federal Income Tax Consequences of the Merger, page 11
1. We note the disclosure
that the merger is "intended" to qualify for the tax treatment you
disclose. Please revise
to clarify the tax consequences of the merger to investors and file a
tax opinion. It is
permissible for such opinion to be a "should" or "more likely than not"
opinion, provided that
the opinion and disclosure comply with Staff Legal Bulletin No.
19.
Background of the Merger, page 53
2. Please substantially
revise the disclosure in this section to include a description of the
negotiations relating
to the merger agreement. For example, it is not clear what the initial
Eric Brock
Ondas Holdings Inc.
October 18, 2022
Page 2
proposal was and how the terms evolved over the course of the
negotiations, including the
nature and amount of consideration offered.
3. Please clarify the role of B. Riley throughout the negotiations. In this
regard, we note the
reference on page 53 to "B. Riley provided Ondas a draft engagement
letter for B. Riley to
serve as Ondas exclusive financial advisor in connection with the
acquisition, merger or a
related transaction with Airobotics" and the disclosure on page 58 about
"In reaching its
determination, the Ondas' Board consulted with Ondas management, as well
as with
Ondas' financial, legal and strategic advisors." Discuss the specific
actions performed by
B. Riley in the course of its engagement.
4. Please quantify any fees payable to B. Riley for their services,
including, if
applicable, fees payable upon consummation of the merger. In this regard,
we note the
statement on page 18 that "each has incurred and will continue to incur
costs relating to
the Merger (including significant legal and financial advisory fees)."
Certain U.S. Federal Income Tax Consequences of the Merger, page 60
5. Please delete the term "certain" from the title of this section and from
the first sentence in
this section.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff
Kruczek, Senior
Attorney, at 202-551-3641 with any questions.
Sincerely,
FirstName LastNameEric Brock
Division of
Corporation Finance
Comapany NameOndas Holdings Inc.
Office of
Manufacturing
October 18, 2022 Page 2
cc: Christina C. Russo, Esq.
FirstName LastName