SRSEC Reporting Desk

Debt, Equity & Derivatives

What to check in your filing: Walk through the ASC 480/815/470 analysis for convertibles, warrants and modifications, citing the specific guidance and conclusions.

4 staff comments from 4 companies. Outcomes: Responded: 2, Partly revised / explained: 1, Awaiting / response not in dataset: 1

MARCUS CORP (MCS) · 2026-05-14 · The oration Form 10-K for the Fiscal Year Ended December 31, 2025 · Comment 1 · Consolidated Statements of Operations, page 55 Responded
Staff comment: Please tell us how you computed the fiscal 2024 debt conversion expense referencing authoritative literature you relied upon. In doing so, please explain why the repurchase impacted equity as evidenced by the "Convertible Senior note repurchase" line item in your Consolidated Statements of Shareholders' Equity. letter →
Company response: The Company evaluated the accounting for the 2024 convertible senior note repurchases in accordance with ASC 470-20-40-13 through 40-17, which addresses the accounting for changes made by the debtor to the conversion privileges for the purpose of inducing conversion. AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS | DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELES MADISON | MEXICO CITY | MIAMI | MILWAUKEE | NASHVILLE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITY | SAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C. 4912-7375-8879.1 U.S. Securities and Exchange Commission The Company determined that both criteria in paragraph… response letter →
Debt, Equity & Derivatives
SMITH A O CORP (AOS) · 2026-04-21 · A.O. Smith Corporation Form 10-K for the year ended December 31, 2025 · Comment 1 · Income Taxes, page 50 Partly revised / explained
Staff comment: Your MD&A attributes the 2025 effective tax rate change to reduced U.S. cross-border taxes, yet your rate reconciliation lacks a corresponding category. Additionally, you cite a “one-time tax adjustment” from a tax law change as a cash flow benefit, but this is not separately identified in your reconciliation as required by ASC 740-10-50-12A(a). Please tell us and disclose in future filings the details of the specific tax law change. Also, clarify how these items are currently reflected in your reconciliation and why they do not warrant separate presentation. letter →
Company response: We respectfully acknowledge the Staff's comment and are providing additional details and references to identify the materiality considerations that we used when determining the items to disclose in MD&A, as well as the referenced rate reconciliation contained within Note 14, Income Taxes. The “one-time tax adjustment” referenced as a cash flow benefit on page 23 in Liquidity and Capital Resources relates to changes to the timing of deduction of previously capitalized domestic research and development expenses under IRC Section 174 from the One Big Beautiful Bill Act. We are deducting the remaining unamortized domestic research and development costs over two years (half in 2025 and the other… response letter →
MD&A: Results & Known TrendsIncome TaxesDebt, Equity & Derivatives
Frontier Group Holdings, Inc. (ULCC) · 2026-03-17 · Form 10-K for the Fiscal Year ended December 31, 2025 Filed February 18, 2026 · Comment 1 · Cash and Cash Equivalents, page 94 Awaiting / response not in dataset
Staff comment: We note your disclosure indicating that you consider all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash and cash equivalents, although also indicating that “items with maturities greater than three months” that are readily convertible to known amounts of cash (including money market funds and time deposits) are also reported as cash and cash equivalents. As the definition of cash equivalents in FASB ASC 230-10-20 stipulates that “only investments with original maturities of three months or less” qualify under the definition, i.e. short-term, highly liquid investments that are readily convertible to known amounts of cash, and… letter →
Debt, Equity & DerivativesStatement of Cash Flows (ASC 230)
Cloopen Group Holding Ltd (RAASY) · 2025-11-21 · · Comment 3 · a material adverse effect on our business..., page 35 Responded
Staff comment: We note you made changes to the disclosure on page 35 from what you previously disclosed in the Form F-1/A filed on February 3, 2021, regarding the legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since your initial registration statement that would warrant such revisions, which mitigate the challenges you face and related disclosures. In future filings, please restore your disclosure. For additional guidance, please refer to the Division of Corporation Finance’s Sample Letter to China-Based Companies, issued December 2021 and July 2023. letter →
Company response: In response to the Staff’s comment, the Company respectfully undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2024 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed. “ D. Risk Factors … Risks Related to Doing Business in China Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. We generate substantially all of our revenues from our operations in… response letter →
Debt, Equity & DerivativesChina-Based IssuersBusiness Description (Item 101)
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