United States securities and exchange commission logo
July 31, 2023
Desmond Wheatley
President and Chief Executive Officer
Beam Global
5660 Eastgate Dr.
San Diego, California 92121
Re: Beam Global
Registration
Statement on Form S-3
Response dated July
25, 2023
File No. 333-272396
Dear Desmond Wheatley:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 circum-
stances 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.
Response dated June 25, 2023
General
1. We note your response
to prior comment one and reissue it. Please revise your
registration statement
to disclose the material provisions of the credit facility and file the
agreement as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K. In addition,
please confirm that you
will revise future filings, including your Form 10-Q for the
quarter ended June 30,
2023, to include this disclosure and exhibit. Finally, please tell us
how you concluded that
you were not required to disclose the credit facility in a filing on
Form 8-K, specifically
addressing Item 2.03 thereof. In this regard, we note the
Instructions to Item
2.03 require disclosure where a facility may give rise to direct
financial obligations,
both with respect to the entering into of the facility and as direct
financial obligations
arise or are created under the facility, if and to the extent material to
the registrant.
Desmond Wheatley
Beam Global
July 31, 2023
Page 2
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 Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047 with
any questions.
Sincerely,
FirstName LastNameDesmond Wheatley
Division of
Corporation Finance
Comapany NameBeam Global
Office of
Manufacturing
July 31, 2023 Page 2
cc: Jeff Pietsch
FirstName LastName