Exhibits, Certifications & Signatures
What to check in your filing: Review recent comments below against your own disclosure.
32 staff comments from 29 companies. Outcomes: Agreed to revise: 14, Awaiting / response not in dataset: 12, Responded: 4, Explained / pushed back: 1, Partly revised / explained: 1
Charlton Aria Acquisition Corp (CHAR, CHARR, CHARU) · 2026-06-04 · Form 10-K for Fiscal Year Ended December 31, 2025 · Comment 1 Agreed to revise
Staff comment: In future periodic filings, please revise your officer certifications to include the introductory language within paragraph 4 and the entirety of paragraph 4(b) pertaining to internal control over financial reporting. Refer to Item 601(b)(31)(i) of Regulation S-K. letter →
Company response: We hereby confirm that in future periodic filings, we will revise our officer certifications to include introductory language within paragraph 4 and the entirety of paragraph 4(b) pertaining to internal control over financial reporting. We appreciate the assistance the Staff has provided with its comments. response letter →
Scilex Holding Co (SCLX, SCLXW) · 2026-04-24 · mpany Registration Statement on From S-3 Filed April 16, 2026 · Comment 2 · Exhibits Explained / pushed back
Staff comment: Please tell us why you have not publicly filed your December 5, 2025 Share Transfer Agreement with Vivasor. For reference, please refer to Item 601(b)(2) and (b)(10) of Regulation S-K. letter →
Company response: The Company also respectfully advises the Staff that it has reviewed the requirements of Item 601(b)(2) and (b)(10) of Regulation S-K and has determined that the Share Transfer Agreement, dated December 5, 2025, between the Company and Vivasor is not a material plan of acquisition under Item 601(b)(2) of Regulation S-K or a material contract under Item 601(b)(10) of Regulation S-K. With respect to the Company’s analysis of materiality, the Company considered quantitative and qualitative factors including the quantitative factors described above in the Company’s response to Comment 1. response letter →
JPMorgan Private Markets Fund · 2026-04-13 · Annual Report on Form N-CSR Investment Company Act · Comment 1 · t”). For convenience of reference, the Staff’s comments have been reproduced herein and the Fund’s Agreed to revise
Staff comment: The titles of the individuals signing the certifications contained in Form N-CSR do not specifically contain the titles of “principal executive officer” and “principal financial officer.” Please confirm in correspondence that the individuals who sign the certifications are the principal executive officer and principal financial officer and, going forward, please confirm that such titles will be included in the signed certifications in future reports. letter →
Company response: The Fund hereby confirms that Ashmi Mehrotra is the Fund’s principal executive officer and Christopher Clienti is the Fund’s principal financial officer and that it will include such titles in future certifications. response letter →
JPMorgan Private Markets Fund · 2026-04-13 · Annual Report on Form N-CSR Investment Company Act · Comment 2 · ive officer and Christopher Clienti is the Fund’s principal financial officer and that it will include such titles in future certifications. Responded
Staff comment: The Staff notes that all public companies that are required to report segment information in accordance with Topic 280, Segment Reporting must comply with the disclosure requirements under the Financial Accounting Standards Board Accounting Standards Update 2023-07. Please confirm the Fund will include the required disclosure in future filings. letter →
Company response: The Fund will make the requested change in future reports. Please call me (202-636-5806) with any questions you may have regarding this filing or if you wish to discuss the above responses. response letter →
Legato Merger Corp. III (LEGT, LEGT-UN, LEGT-WT) · 2026-04-10 · Form 10-K for the Year Ended November 30, 2025 Filed February 10, 2026 · Comment 1 · Management's Report on Internal Controls Over Financial Reporting, page 42 Awaiting / response not in dataset
Staff comment: You state that you did include a report of management's assessment regarding internal control over financial reporting ("ICFR") or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities an Exchange Commission for newly public companies. Please note that the transition period described in the Instructions to Item 308 of Regulation S-K pertain only to the first Form 10-K filed after your IPO. Since you filed an annual report on Form 10-K for the prior fiscal year November 30, 2024, you are now required to present management's assessment of ICFR in this current Form 10-K. Please amend your filing to include… letter →
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 4 · Exhibit 99.1 Earnings Release, page 6 Responded
Staff comment: We note that your non-GAAP performance measures such as Diluted EPS from continuing operations before charges/gains, and operating income and margin before charges/gains shown on a consolidated basis, and by segment, include an adjustment for “other charges/gains.” We further note from your disclosure on page 13 that “other charges/(gains)” represent costs that are directly related to restructuring initiatives but cannot be reported as restructuring costs under GAAP. These costs can include losses from disposing of inventories, trade receivables allowances from discontinued product lines, accelerated depreciation due to the closure of facilities, gains or losses from selling previously… letter →
Company response: The Company acknowledges the Staff’s comment and confirms that the Company has considered the guidance in Question 100.01 of the Corporation Finance Interpretations on Non-GAAP Financial Measures. The Company confirms that the adjustment for these costs are not part of normal operations, as discussed below, and that the Company believes that the Company’s presentation of diluted earnings per share from continuing operations before charges/gains and operating income and margin before charges/gains shown is appropriate under the circumstances to give investors a representation of normal operating performance and period-to-period comparability. The items included as adjustments within “other… response letter →
VERTEX PHARMACEUTICALS INC / MA (VRTX) · 2026-03-18 · Vertex Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2025 · Comment 1 · Out-license Agreements, page F-20 Partly revised / explained
Staff comment: We note your disclosure stating that you entered into collaboration agreements with Zai Lab Limited and Ono Pharmaceuticals Co. Ltd. In future filings, if material, please expand your disclosure to describe the material terms of these agreements including, but not limited to, the termination provisions and any royalty or milestone payment requirements. Disclose the royalty rate or a range not exceeding 10%. In addition, tell us how you considered whether to file the agreements as exhibits. letter →
Company response: The Company acknowledges the Staff’s comment, and respectfully advises the Staff that the Company has concluded that its agreements with Zai Lab Limited (the “Zai Agreement”) and Ono Pharmaceuticals Co., Ltd. (the “Ono Agreement,” and together with the Zai Agreement, the “Agreements”), while beneficial, are not material to the Company and, therefore, are not required to be filed as exhibits to the Company’s filings with the Commission, including the 2025 10-K, pursuant to Item 601(b)(10) of Regulation S-K. The Company reached this conclusion based on the following primary considerations: • Immaterial financial value . The upfront consideration paid to the Company and potential future… response letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 4 · 1. Basis of Presentation and Accounting Policies - Basis of Presentation, page 46 Awaiting / response not in dataset
Staff comment: We note that certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to engineering and development to conform to the current-year presentation. We further note that these amounts were previously classified as cost of sales. Please disclose how you currently define cost of sales. In addition, provide us with (i) your prior definition of cost of sales, (ii) a sufficiently detailed discussion of the nature of the costs no longer identified as cost of sales and (ii) your basis for concluding these costs should no longer be included in cost of sales. Item 2.02 Form 8-K filed February 5, 2026 Exhibit 99. letter →
VALVOLINE INC (VVV) · 2026-03-12 · . Form 10-K for the Fiscal Year ended September 30, 2025 Filed November 21, 2025 · Comment 1 · Recent Developments, page 31 Awaiting / response not in dataset
Staff comment: We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the requirements in Item 9.01 of Form 8-K, in determining that you would not file an amendment to the Form 8-K within the allotted period of time to include historical financial statements of the entity and pro forma financial statements illustrating the effects of the transaction, based on… letter →
WORK Medical Technology Group LTD (WOK) · 2026-03-12 · 20-F filed January 30, 2026 · Comment 1 · Item 19, page 155 Agreed to revise
Staff comment: Please revise the accountant's consent in Exhibit 15.2 to include the complete file number of the Form F-3. Also, please include a consent that covers the audit report on your September 30, 2025 financial statements. See the guidance in Item 6 of Form F-3. letter →
Company response: to the Staff’s comments, our former auditor, WWC, P.C. has revised Exhibit 15.2 to include the complete file number on Form F-3 (File No. 333-289943), filed with the Commission on August 29, 2025 and went effect on September 15, 2025. In addition, our current auditor, HTL International, LLC, has provided their consent in a separate Exhibit 15.3 covering the audit report relating to our consolidated financial statements for the year ended September 30, 2025. We have filed Amendment No. 1 to Form 20-F to reflect these revisions. We appreciate the assistance the Staff has provided with its comments. response letter →
AMDOCS LTD (DOX) · 2026-03-10 · Amdocs Limited Form 20-F for the Fiscal Year Ended September 30, 2025 · Comment 1 · Operating and Financial Review and Prospects, page 27 Agreed to revise
Staff comment: We note you quantify and discuss managed service backlog and renewals in your earnings releases and investor presentations. In addition, in Exhibit 99.1 of the Form 6-K furnished on December 16, 2025, you refer to near 100% renewal rates as one of your strategic pillars and include 12-month backlog in your list of key financial highlights. Please tell us whether these metrics are key performance indicators used in managing your business and if so, revise to include a quantified discussion of these metrics for each period presented. Refer to SEC Release No. 33-10751. letter →
Company response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will present managed service renewal rates and 12-month backlog as key performance indicators (until and unless we conclude in the future that such metrics are no longer key performance indicators for our business and cease disclosing them). For the Staff’s reference, here is a markup of the relevant language we expect to include in our future filings (with this language reflecting what would have been included in the Annual Report): Revenue from managed services arrangements is a significant… response letter →
NetApp, Inc. (NTAP) · 2026-03-09 · Form 10-K for the Year Ended April 25, 2025 Form 10-Q for the Period Ended January 23, 2026 · Comment 1 · Risk Factors, page 21 Awaiting / response not in dataset
Staff comment: You indicate that a reduction in U.S. government demand could materially harm your business, operating results, financial condition or cash flows. To provide greater context to investors about the significance of this customer to your business, please revise to quantify revenues from the U.S. government for the periods presented. As a related matter, please disclose the amount of revenue attributed to U.S. public sector markets for each period presented as part of your Management's Discussion and Analysis on page 40. We note that you provided this information in Exhibit 99.1 to your Form 8-Ks filed on May 29, 2025 and February 26, 2026. letter →
Magnitude International Ltd (MAGH) · 2026-03-04 · Form 20-F for the fiscal year ended April 30, 2025 Amendment No. 1 to Form 20-F for the fiscal year ended April 30, 2025 · Comment 1 · Item 15. Controls and Procedures, page 76 Agreed to revise
Staff comment: We note your response to our prior comment 1 and your amendment to your filing in response to our prior comments 1, 2, and 3 to include a conclusion regarding the effectiveness of your disclosure controls and procedures, include cybersecurity disclosures, and include the certifications from your principal executive officer and principal financial officer. In light of the amendment to address such previously omitted items, please tell us what consideration you gave to reconsidering your conclusion regarding your disclosure controls and procedures. letter →
Company response: 1 to our Form 20-F for the fiscal year ended April 30, 2025. Upon identifying the need to amend our original Form 20-F to include the previously omitted items, management, including our principal executive officer and principal financial officer (the “Certifying Officers”), re-evaluated the effectiveness of our disclosure controls and procedures (“DCP”) as of April 30, 2025. This re-evaluation was conducted specifically to determine whether the omission of these items from the original filing indicated a material weakness or a significant deficiency in our DCP that would alter the original conclusion of effectiveness. The re-evaluation considered the following factors: 1. Nature of the… response letter →
XChange TEC.INC (XHG) · 2026-03-02 · Form 20-F for Fiscal Year Ended September 30, 2024 Response dated September 26, 2025 Form 20-F for Fiscal Year Ended Sep · Comment 2 · Signatures, page 107 Responded
Staff comment: We note your response to prior comment 13 and that your signatures were included prior to the financials statements. The signatures should appear at the end of the Annual Report on Form 20-F following the included financial statements. Please revise in future filings. letter →
Company response: Updated disclosure has been added on pages 5 and 6 of the Amended Registration Statement to include the related party transaction involving Haoju Artificial Intelligence Technology Co., Ltd., as well as the other related party transactions for the period specified in Item 7 of Form 20-F. response letter →
HAWKINS INC (HWKN) · 2026-02-27 · Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 · Comment 3 · Note 15 - Segment Information, page 45 Agreed to revise
Staff comment: You disclose here there are no intersegment sales. On page 1 under Business you disclose the Industrial Group ("Industrial") repackages water treatment chemicals for the Water Treatment Group ("Water Treatment"), there are significant synergies between Water Treatment and Industrial regarding chemicals sold by Water Treatment derived from large volume of chemicals purchased by Industrial, and Water Treatment and Industrial share certain resources. In view of this, please describe for us and disclose as appropriate the relationship between these two groups such that no intersegment sales occur. Also, describe for us and disclose as appropriate how the costs of resources shared between these… letter →
Company response: The sales and supply functions of our Industrial Group and Water Treatment Group largely operate independently of one another. However, the Company is well-positioned to realize supply chain synergies by leveraging the aggregate purchasing power of both groups. For example, because of the large volumes of raw material purchased by the Company as a whole, both groups are able to participate in favorable supplier pricing arrangements. In most cases where the Water Treatment Group has purchased raw materials in bulk, the purchases have been made directly by the Water Treatment Group at the same negotiated prices enjoyed by the Industrial Group. There are situations in which the Industrial… response letter →
Benitec Biopharma Inc. (BNTC) · 2026-02-24 · Form 10-K for Fiscal Year Ended June 30, 2025 · Comment 1 · Report of Independent Registered Public Accounting Firm, page F-2 Agreed to revise
Staff comment: We note the signature of Baker Tilly US, LLP has been omitted from their audit report. Please amend your filing to provide a signed audit report. Refer to Rule 2-02(a)(2) of Regulation S-X. letter →
Company response: to the Staff’s comment, the Company is filing today Amendment No. 1 (the “Amendment No. 1”) to its Annual Report on Form 10-K for the year ended June 30, 2025 (the “Original 10-K”) to include a conformed signature on the audit report that was included in its Original 10-K. As indicated in the Explanatory Note to Amendment No. 1, the conformed signature on the audit report was inadvertently omitted from the version that was originally filed with the Original 10-K. The signed audit report was provided to the Company by Baker Tilly US, LLP prior to the filing of the Original 10-K. Please feel free to contact me at 323-388-2352 or [email protected] if there are any further questions. response letter →
U.S. GOLD CORP. (USAU) · 2026-02-23 · · Comment 1 · and Properties, page 8 Awaiting / response not in dataset
Staff comment: Please disclose the commodity prices, cut-off grades, point of reference, and metallurgical recovery factors utilized in compiling your reserve estimates, along with the mineral reserve table on page 13, to comply with Item 1304(d)(1) of Regulation S-K. The Company acknowledges the Staff’s comment and proposes to revise its future disclosure to include the commodity prices, cut-off grades, point of reference, and metallurgical recovery factors utilized in compiling is reserve estimates, along with the mineral reserve table to comply with Item 1304(d)(1) of Regulation S-K. The revised version of the original disclosures shown on pages 12 to 13 of the Form 10-K showing the additional… letter →
Magnitude International Ltd (MAGH) · 2026-02-23 · Form 20-F for the fiscal year ended April 30, 2025 · Comment 3 · Exhibits Awaiting / response not in dataset
Staff comment: We note the certifications required by Rules 13a-14 and 15d-14 of the Exchange Act have been omitted from your Form 20-F. Please file an amended Form 20-F in its entirety and include the certifications from your principal executive officer and principal financial officer, or persons performing similar functions, as exhibits in accordance with the general instructions and instructions as to exhibits of Form 20-F. letter →
Twist Bioscience Corp (TWST) · 2026-02-19 · oration Form 10-K for Fiscal Year Ended September 30, 2025 Form 10-Q for Quarterly Period Ended December 31, 2025 · Comment 1 · Exhibits Agreed to revise
Staff comment: We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and period. Please file a full amendment to your Form 10-Q with corrected certifications that refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation S-K and Regulation S-K C&DI 246.14. letter →
Company response: The Company acknowledges the Staff’s comment and advises that the Company has filed Amendment No. 1 to the Original 10-Q on Form 10-Q/A concurrently herewith (the “ Amended 10-Q ”) in accordance with Regulation S-K C&DI 246.14. The Amended 10-Q includes corrected certifications in Exhibits 31.1, 31.2, 32.1, and 32.2 that fix the previous typographical errors and refer to the proper form (Form 10-Q) and the proper reporting period (the quarterly period ended 2 December 31, 2025) in accordance with Item 601(b)(31) and (b)(32) of Regulation S-K. No other changes have been made to the Original 10-Q. response letter →
5E Advanced Materials, Inc. (FEAM, FEAV) · 2026-02-10 · Form 10-K for the Fiscal Year ended June 30, 2025 Filed September 29, 2025 · Comment 2 · reason for each class of resource along with the underlying numerical details. Responded
Staff comment: Please modify your disclosures as necessary to clarify whether the estimates of mineral resources disclosed in your filing are presented exclusive of mineral reserves although if this is not the case, please revise your disclosures to report the resources exclusive of reserves to comply with Item1304(d)(2) of Regulation S-K. Please also discuss this concern with the qualified persons involved in preparing the technical report summary as it may pertain to the accommodation for reporting mineral resources inclusive of mineral reserves in the technical report summary. If this approach is elected in preparing the technical report summary, the qualified persons must also report mineral resources… letter →
Company response: The Company acknowledges the Staff’s comment. The Company further acknowledges that the mineral resource estimates disclosed in the Form 10-K and presented in the TRS were not presented exclusive of mineral reserves. The Company has discussed the Staff’s comment with the QP involved in preparing the TRS, Mr. Kerr, and the QP agrees that future presentations will be revised to clearly and separately present (i) mineral reserves; and (ii) mineral resources exclusive of mineral reserves, in accordance with Item 1304(d)(2) of Regulation S-K and Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K. response letter →
Linear Minerals Corp (LINMF) · 2026-02-06 · . Form 20-F for Fiscal Year Ended March 31, 2025 · Comment 1 · Exhibits 13-1 and 13-2, page 1 Awaiting / response not in dataset
Staff comment: Please amend your filing to include Section 906 certifications that reference the correct fiscal year end of March 31, 2025, rather than March 31, 2024. Refer to Item 601(b)(32) of Regulation S-K. letter →
Childrens Place, Inc. (PLCE) · 2026-01-27 · The Children's Place, Inc. Form 10-K for the Fifty-Two Weeks Ended February 1, 2025 Form 8-K filed April 11, 2025 Form 1 · Comment 3 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: The second line item on page 1 reports the third consecutive quarter of adjusted profit and discussions on pages 3 and 4 discuss adjusted selling, general and administrative expenses and adjusted operating income leveraged basis points and percentages of net sales without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Question 102.10(a) of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. 4. Reference is made to page 7. Please tell us the Adjusted net income (loss)… letter →
Company response: We acknowledge the Staff’s comment and will revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Exhibit 99.1, page 7 4. Reference is made to page 7. Please tell us the Adjusted net income (loss) effective tax rate for each period presented and explain why it’s reasonable. In this regard, tell us your consideration of including current and deferred income tax expense commensurate with this non-GAAP measure of profitability. Refer to Question 102.11 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: We acknowledge… response letter →
SMITH & WESSON BRANDS, INC. (SWBI) · 2026-01-16 · Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished D · Comment 3 · Exhibit 99.1 Earnings Release, page 1 Agreed to revise
Staff comment: We note from your reconciliation of GAAP financial measures to Non-GAAP financial measures at the end of your earnings release, that you have adjusted most of the measures for Relocation expenses. Please tell us, and revise your disclosure to explain the nature of the amounts included in this adjustment. In this regard we note from your disclosures in the notes to the financial statements in your Form 10-K and Form 10-Qs that the amount of the adjustment in the earnings release appears to exceed the amount recognized as restructuring expenses for the applicable periods. Please advise. Additionally, we note that your reconciliation on page 7 includes disclosure of several non-GAAP financial… letter →
Company response: In addition to the restructuring charges disclosed in the notes to the financial statements, we incurred additional non-recurring third-party wind-down sales and cost of sales related to the closure of an immaterial manufacturing location that was shut down as a result of the restructuring. These amounts are collectively noted as relocation expense in the non-GAAP disclosure on page 2 of our earnings release furnished on December 4, 2025. In future filings, we will 1) explain the nature of the amounts included in any and all non-GAAP adjustments and 2) include the reasons why each non-GAAP financial measure presented is useful to investors. We acknowledge we are responsible for the accuracy… response letter →
indie Semiconductor, Inc. (INDI) · 2026-01-14 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 8-K Filed November 6, 2025 Response Dated September 26, 2025 · Comment 1 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: We note your response to prior comment 6, including your statements that you do not present GAAP gross profit or GAAP gross margin in your Consolidated Statements of Operations because certain costs related to contract revenues are expensed as incurred and included in research and development expenses and it is not practicable to allocate such expenses to cost of sales. We also note you now believe the adjusted non-GAAP gross profit and adjusted non-GAAP gross margin measures you present should be categorized as Key Performance Metrics (KPMs) because: (1) they are consistent with how you reflect your business in internal financial statements; (2) they are consistent with how your leadership… letter →
Company response: to prior comment 6, including your statements that you do not present GAAP gross profit or GAAP gross margin in your Consolidated Statements of Operations because certain costs related to contract revenues are expensed as incurred and included in research and development expenses and it is not practicable to allocate such expenses to cost of sales. We also note you now believe the adjusted non-GAAP gross profit and adjusted non-GAAP gross margin measures you present should be categorized as Key Performance Metrics (KPMs) because: (1) they are consistent with how you reflect your business in internal financial statements; (2) they are consistent with how your leadership and Chief Executive… response letter →
Global Gas Corp (HGAS, HGASW) · 2025-12-29 · Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 31, 2025 Form 10-Q for Fiscal Quarter Ended September 30, · Comment 2 · 1. We note your response to comment Awaiting / response not in dataset
Staff comment: Please expand your disclosures to include the information required by Item 308(a)(2) and Item 308(a)(3) of Regulation S-K. Form 10-Q for the Quarter Ended September 30, 2025 Exhibit 31, page 29 2. Please expand the language included in paragraph 4 to the 302 certifications to include “and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))” as required by Item 601(b)(31)(i) of Regulation S-K. letter →
Eton Pharmaceuticals, Inc. (ETON) · 2025-12-19 · Form 10-K for the Fiscal Year Ended December 31, 2024 filed March 18, 2025 Form 8-K filed November 6, 2025 · Comment 1 · Note 4 - Business Combination, page 53 Awaiting / response not in dataset
Staff comment: We note your disclosures in Notes 4 and 15, and Form 8-K/A filed November 18, 2025, of the October 2, 2024 Asset Purchase Agreement with Ipsen Biopharmaceuticals, Inc. (“Ipsen”) for the acquisition of Increlex, which includes an obligation to purchase additional inventory over 30 months, in an amount not to exceed €15,000. Please tell us the following: • Tell us your accounting under ASC 805 for the additional inventory purchase obligation as no portion of the purchase price was allocated to this consideration. • Please describe to us the payment terms of the related liability to Ipsen for this additional inventory. • Clarify if your disclosures related to "Remaining Inventory" in the… letter →
Distribution Solutions Group, Inc. (DSGR) · 2025-12-18 · Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 · Comment 2 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: We note you reconcile adjusted EBITDA to net income, the most directly comparable GAAP measure. Your earnings release includes a table on page 1 and discussions on pages 1 and 2 of adjusted EBITDA without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Questions 102.10(a) and 103.02 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. letter →
Company response: The Company respectfully acknowledges the Staff’s comment. The Company will include the most directly comparable GAAP measure with equal or greater prominence in future filings, beginning with the Company’s Form 8-K for the 4 th quarter 2025 earnings release. response letter →
BrooQLy Inc. (BRQL) · 2025-12-09 · Registration Statement on Form S-1 Filed August 20, 2025 Amendment No. 1 Filed September 2, 2025 · Comment 1 Agreed to revise
Staff comment: Please file your lease agreement as an exhibit. Refer to Item 601(b)(10)(ii)(D) of Regulation S-K. letter →
Company response: to Comment No. 1 The Company has filed the lease agreement as an exhibit in Amendment No. 2. 1 Financial Statements for the Six Months Ended June 30, 2025 Notes to the Financial Statements Note 4 - Business Combinations, page F-21 response letter →
RIKU DINING GROUP Ltd · 2025-12-04 · Amendment No. 2 to Registration Statement on Form F-1 Filed November 18, 2025 Amendment No. 1 to Registration Statement · Comment 2 · 1. We note your response to prior comment Awaiting / response not in dataset
Staff comment: Please further revise to provide the information called for by Item 6.B of Form 20-F "for the last full financial year." Consolidated Financial Statements, page F-1 2. Please provide updated audited financial statements, or file as an exhibit to the filing the representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 to Item 8.A.4. letter →
Dogness (International) Corp (DOGZ) · 2025-11-24 · · Comment 4 · Exhibits Awaiting / response not in dataset
Staff comment: We note the footnote to your Exhibit List that your Senior Debt Indenture and your Subordinated Debt Indenture may be incorporated by reference in a subsequent filing. Please file your indentures as exhibits to this Form F-3. Please refer to Question 212.19 of our Securities Act Rules Compliance and Disclosure Interpretations. letter →
Dogness (International) Corp (DOGZ) · 2025-11-24 · · Comment 5 · Interpretations. Awaiting / response not in dataset
Staff comment: We note you have filed a "Form of" opinion. Please provide your dated and signed opinion as an exhibit. Additionally, please amend the brackets in the first paragraph of the opinion. letter →
HW Electro Co., Ltd. · 2025-11-17 · Post-Effective Amendment No. 1 to Form F-1 Filed September 18, 2025 · Comment 2 · Compensation, page 98 Agreed to revise
Staff comment: Please revise to provide the required compensation information for your fiscal year ended September 30, 2025. Refer to Item 6.B of Form 20-F. Financial Statements Index to Financial Statements, page F-1 3. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15- month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit to the registration statement. letter →
Company response: to the Staff’s comments, we revised our disclosure on page 99 of Amendment No. 2 to provide the required compensation information for the fiscal year ended September 30, 2025. Financial Statements Index to Financial Statements, page F-1 3. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit to the registration statement. In response to the Staff’s comments, we filed a request for waiver and representation under Item 8.A.4 of Form 20-F as Exhibit 99.2 to Amendment No. 2. We… response letter →
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