United States securities and exchange commission logo
November 22, 2022
Murray Bailey
Chief Executive Officer and President
EESTech, Inc.
Suite 417, 241 Adelaide Street
Brisbane, 4000, Australia
Re: EESTech, Inc.
Registration
Statement on Form 10-12G
Filed October 26,
2022
File No. 000-32863
Dear Murray Bailey:
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. Any reference to prior
comments is to our prior
comment letter dated September 22, 2022.
Registration Statement on Form 10-12G filed October 26, 2022
Description of Business, page 3
1. We note you disclose
that you are currently focused on the delivery of terms under an
agreement with Samancor
Chrome South Africa. Please expand your disclosure here to
clarify the current
status of the Samancor project. Discuss in greater detail the "delivery
of terms" on which you
are currently focused and your plan of operations for the next
twelve months. In
addition, please discuss any significant steps that must be taken or any
significant future
milestones that must be achieved in order to accomplish the Samancor
project.
2. Please expand your
disclosure to discuss your work orders for Sasol Limited in greater
detail. Explain clearly
what steps you have taken to date and which steps remain to be
implemented and the
expected timetable for such work orders. In addition, please discuss
Murray Bailey
FirstName LastNameMurray Bailey
EESTech, Inc.
Comapany 22,
November NameEESTech,
2022 Inc.
November
Page 2 22, 2022 Page 2
FirstName LastName
the status of the Sasol conceptual engineering and design study for a
commercial scale
fine coal agglomeration facility to validate commercial scaling and
financial feasibility of
such a process facility. Describe any specific milestones that have
been met and need to
be satisfied related to the study.
Company Overview, page 4
3. We note your response to prior comment 3. Please expand your
disclosure to clarify
whether your Heads of Agreement with Inductotherm Group and Tetronics
are binding
agreements. To the extent such agreements are binding agreements,
please file copies of
the Heads of Agreements as exhibits to your registration statement or
tell us why you
believe you are not required do so. Refer to Item 601(b) of Regulation
S-K. In that
regard, we note you disclose on page 9 that you announced the signing
of an exclusive
supply agreement with Inductotherm on February 19, 2020.
4. Please expand your disclosure to disclose the name of the individual
from Inductotherm
that is quoted on page 5 and tell us why you do not provide the
consent the such
individual and Dr, Tim Johnson. Refer to Rule 436 of the Securities
Act.
Samancor Chrome Holdings Proprietary Limited, page 12
5. We note your expanded disclosure in response to prior comment 5.
Please further expand
your disclosure to address the following points:
Clarify how you will fulfill your contract of recycling
Samancor s 10 million tons of
FeCr slag waste over a 10-year period if your slag reclamation
facility only has a
processing capacity of approximately 700,000 tons of FeCr slag
per annum.
Disclose the basis that supports your revenue forecast price of
$150 per ton for
Tailings Sand.
Revise your Tailings Sand calculation as appropriate, as the
currently disclosed
sale of 500,000 tons does not yield $825 million.
Besides the $50 million estimated deployment costs to
commission the slag
reclamation facility, discuss the nature and estimates of other
costs, including cost of
sales, that you expect to incur under the Samancor contract.
6. Revise your disclosure to clarify whether stage 2 of your 2-stage
deployment program,
described on page 12 as the deployment of your patent pending
plasma over induction
furnace (IRF) technology for the primary smelting of chrome
concentrate WRAM-ROX
into FeCr metal, then sold back to Samancor under the terms of an
Off-Take Agreement
for all FeCr metal produced , is part of your February 21, 2019
contract with Samancor or
a separate agreement.
If a separate agreement, please clarify the status of the agreement
for stage 2 and describe
the key terms of such agreement, including time period, volumes and
prices, as applicable.
Murray Bailey
FirstName LastNameMurray Bailey
EESTech, Inc.
Comapany 22,
November NameEESTech,
2022 Inc.
November
Page 3 22, 2022 Page 3
FirstName LastName
Discuss the expected deployment timing of your IRF and other
applicable
technologies; the remaining material work and estimated costs required
to reach
deployment, including cost to build and/or commission an IRF smelting
or operating
facility, as applicable; and the uncertainties that may cause delays
in deployment,
including the extent of additional time and cost.
EESTech Customers/Prospects
Sasol South Africa Limited, page 14
7. We note your response to prior comment 6 and reissue it in part.
Please file your two work
orders with Sasol as exhibits to your registration statement or tell
us why you believe you
are not required to do so. Refer to Item 601(b) of Regulation S-K. In
addition, to the
extent you are dependent on the work from Sasol, please include
related risk factor
disclosure.
Intellectual Property Rights and Strategy
Trade marks, page 18
8. We note your response to prior comment 1 and reissue it in part.
Please revise your filing
to describe the duration of your existing trademark for the EESTech
leaf now registered in
EU.
Sasol, page 22
9. Regarding the work orders given to you by Sasol, please expand your
disclosure to specify
whether these orders include fixed pricing terms for your services or
clarify what you
mean by Sasol seeking $46 per ton tolling/fee for your services.
Additionally, disclose
the estimated costs associated with completing and delivering your
performance
obligations for these two work orders.
Advisory Board, page 23
10. We note your revised disclosure in response to prior comment 9 states
that your advisory
board assists you with corporate and finance and research and
development matters.
Please revise your disclosure to identify the members of your advisory
board in your
registration statement and discuss whether the advisory board receives
any compensation
for its services.
Management's Discussion and analysis of Financial Condition and Results of
Operations
Impact of COVID-19, page 30
11. We note your revised disclosure in response to prior comment 18
reflects that you have
and will continue to take "ordinary business steps to mitigate the
impact of COVID-19"
supply chain disruptions. Please expand your disclosure to discuss how
these supply
chain disruptions have impacted your operations and describe the
ordinary business steps
Murray Bailey
FirstName LastNameMurray Bailey
EESTech, Inc.
Comapany 22,
November NameEESTech,
2022 Inc.
November
Page 4 22, 2022 Page 4
FirstName LastName
you have taken or intend to take to mitigate the impact of such
disruptions.
Liquidity and Capital Resources, page 31
12. We note your disclosure of Project Financing on page 32 responding to
prior comment 12.
Please expand your disclosure to quantify all of your known short-term
and long-term
material cash requirements, specifying the nature and relevant time
period for the related
cash requirements, for Samancor, Sasol and any other significant
projects, obligations or
commitments. Your disclosure should include, but not be limited to,
the cash requirements
to establish your FeCr slag reclamation facility, as well as cash
requirements to deploy
your IRF technology, including the cost to construct any required
equipment and/or
related facility.
Financial Statements
General, page F-1
13. Please update your financial statements and related disclosures to
comply with Rule 8-08
of Regulation S-X.
Balance Sheets, page F-3
14. We note your response to prior comment 15; however, your current
balance sheet
presentation does not comply with the guidance in FASB ASC
810-10-45-16. Please
revise your balance sheets on pages F-3 and F-16 to reposition the
Change in
proportionate interest reserve line item below the Total
stockholders equity (deficit)
line item, with the latter line item relabeled to clarify that it
represents equity attributable
to EESTech. Refer to FASB ASC 810-10-55-4 for an illustration of the
appropriate
presentation of a noncontrolling interest in a balance sheet.
Similarly reposition the
columns in your statements of changes in stockholders equity on
pages F-5 and F-18.
Further, please correct the column headings in your statements of
changes in stockholders'
equity (deficit) on page F-5 as they appear to be misaligned.
Murray Bailey
EESTech, Inc.
November 22, 2022
Page 5
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 Lily Dang, Staff Accountant, at (202) 551-3867 or
Jenifer Gallagher,
Staff Accountant, at (202) 551-3706 if you have questions regarding comments on
the financial
statements and related matters. Please contact Claudia Rios, Staff Attorney, at
202-551-8770 or
Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
FirstName LastNameMurray Bailey
Division of
Corporation Finance
Comapany NameEESTech, Inc.
Office of Energy &
Transportation
November 22, 2022 Page 5
cc: David Mittelman
FirstName LastName