United States securities and exchange commission logo
November 6, 2023
Benjamin Urban
Chief Executive Officer
DIRTT Environmental Solutions Ltd.
7303 30th Street S.E.
CalgaryAlberta, Canada T2C 1N6
Re: DIRTT Environmental
Solutions Ltd.
Registration
Statement on Form S-1
Filed October 26,
2023
File No. 333-275172
Dear Benjamin Urban:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
The Rights Offering, page 3
1. Please clarify both
here and on your prospectus cover page whether the Common Shares
underlying your
Subscription Rights are also being registered in this offering.
Questions and Answers Relating to the Rights Offering
Where will the Rights and Common Shares issuable upon the exercise of
the Rights be listed for
trading?, page 9
2. You indicate on page 21
that your Subscription Rights are expected to be listed on the
TSX, but are not
expected to be traded on a U.S. securities exchange. We note that your
Common Shares currently
are quoted on the OTC Pink and traded through the over-the-
counter markets in the
United States. Please clarify here and on page 21 whether your
Subscription Rights
will be quoted on the OTC Pink and traded through the over-the-
Benjamin Urban
DIRTT Environmental Solutions Ltd.
November 6, 2023
Page 2
counter markets in the United States. If not, clarify the difficulty of
rightholders to sell or
transfer their Subscription Rights.
Who are the holders of 10% or more of our securities before and after the
Offering?, page 12
3. We note that two principal shareholders, 22NW and 726 Group, have a
combined 39.5%
ownership in your total Common Shares currently outstanding, and have a
beneficial
ownership of 44.6% including Common Shares underlying convertible
debentures. Please
clarify the impact to you and your corporate governance, and related
risks involving
control and concentration of ownership, should 22NW and 726 Group
collectively own a
majority of the Common Shares outstanding after the offering and
exercise of any
subscription rights.
How to Complete the Rights Subscription Form, page 15
4. We note that shareholders wishing to subscribe and exercise their Basic
and Additional
Subscription Privileges must do so in one payment. Please provide a more
detailed
explanation as to how shareholders are to calculate the amount of shares
they are to
submit for their Additional Subscription Privileges if they want to
maximize their
allocation. Also clarify the mechanics of how the pro-rata distribution
will occur, such as
providing an illustrative example. If shareholders may participate in
multiple rounds of
Additional Subscription Privilege sales as the number of Additional
Subscribers are
known, please clarify.
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 Edwin Kim at 202-551-3297 or Jeff Kauten at 202-551-3447
with any
other questions.
Sincerely,
FirstName LastNameBenjamin Urban
Division of
Corporation Finance
Comapany NameDIRTT Environmental Solutions Ltd.
Office of
Technology
November 6, 2023 Page 2
cc: Robert L. Kimball
FirstName LastName