United States securities and exchange commission logo
December 9, 2022
Duncan T. Blount
Chief Executive Officer
Chilean Cobalt Corp.
1199 Lancaster Ave, Suite 107
Berwyn, Pennsylvania 19312
Re: Chilean Cobalt
Corp.
Registration
Statement on Form S-1
Filed November 14,
2022
File No. 333-268335
Dear Duncan T. Blount:
We have reviewed your 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 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.
Form S-1 Filed November 14, 2022
Prospectus Summary
Positive Jurisdiction for Investments, page 5
1. We note the disclosure
that "C3 is located in a Western, mining-friendly jurisdiction."
Please clarify here
that you are located in Chile.
Risk Factors , page 22
2. Please revise to
discuss potential conflict of interests arising from Mr. Levinson's roles as
Chairmain of the Board
of Chilean Cobalt Corp. and as CEO of Genlith, Inc.
3. The description of your
officers and directors' experience suggests that some of your
officers and directors
are located outside of the United States. Please include a risk factor
Duncan T. Blount
FirstName LastNameDuncan T. Blount
Chilean Cobalt Corp.
Comapany9,
December NameChilean
2022 Cobalt Corp.
December
Page 2 9, 2022 Page 2
FirstName LastName
addressing the risk to U.S. stockholders of effective service of
process, enforcing
judgments and bringing original actions in foreign courts to enforce
liabilities based on the
U.S. federal securities laws or advise.
Risks Related to Our Growth Strategy and Our Markets
Our planned cobalt and copper extraction and planned production operations in
Chile will expose
us to specific political, financial and oper, page 28
4. We note the disclosure that your current exploration operations and
planned production
and extraction operations in Chile will expose you to risks, such as
high inflation.
Please update this risk factor if recent inflationary pressures have
materially impacted
your operations. In this regard, identify the types of inflationary
pressures you are facing
and how your business has been affected.
We, our operations, facilities, products and raw materials are subject to
environmental, health
and safety laws and regulations, and costs, page 39
5. We note that your production facilities require numerous operating
permits. Please
expand on your disclosure to discuss the permit process and the
current status of your
production facilities in this permit process. See Item 101 (h)(ix) of
Regulation S-K.
Description of the Business, page 58
6. We note that you do not appear to provide mineral property disclosure
for your property in
Chile. Please refer to Item 1301 of Regulation S-K regarding required
mining property
disclosures. Based on your disclosure it appears you have mining
operations that are
material to your business and you should provide the individual
property disclosure
specified in Item 1304 of Regulation S-K.
7. Please revise to include disclosure regarding your exploration program
internal controls as
required by Item 1305 of Regulation S-K.
Exhibits
8. We note the disclosure that on September 17, 2022, the Company and its
subsidiary
entered into a non-binding letter of intent with Sociedad Legal Minera
Soledad Uno de la
Sierra Arenillas Atlas and Homero Eduardo Callejas Molina to acquire
an additional 1,348
hectares of mining concessions in the main La Cobaltera area. Please
update your
disclosure regarding this transaction and, as appropriate, file this
agreement as a material
contract pursuant to Item 601 of Regulation S-K.
General
9. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
Duncan T. Blount
Chilean Cobalt Corp.
December 9, 2022
Page 3
not they retain copies of the communications.
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.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 if you have questions
regarding comments
on the financial statements and related matters. You may contact John Coleman,
Mining
Engineer, at 202-551-3610 if you have questions regardingengineering comments.
Please
contact Claudia Rios, Staff Attorney, at 202-551-8770 or Loan Lauren Nguyen,
Legal Branch
Chief, at 202-551-3642 with any other questions.
Sincerely,
FirstName LastNameDuncan T. Blount
Division of
Corporation Finance
Comapany NameChilean Cobalt Corp.
Office of Energy &
Transportation
December 9, 2022 Page 3
cc: Craig D. Linder
FirstName LastName