United States securities and exchange commission logo
October 23, 2023
Hope Stawski
President and Chief Executive Officer
Amphitrite Digital Incorporated
6501 Red Hook Plaza, Suite 201-465
St. Thomas, Virgin Islands, U.S., 00802
Re: Amphitrite Digital
Incorporated
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted October
2, 2023
CIK No. 0001933762
Dear Hope Stawski:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment 2 to Draft Registration Statement on Form S-1 filed October 2,
2023
Cover Page for Resale Prospectus, page 1
1. We note your disclosure
that selling stockholders may offer and sell the shares of common
stock being offered by
this prospectus from time to time in public or private transactions,
or both. You also
disclose that these sales will occur at market prices prevailing at the
time of sale, at prices
related to prevailing market prices, or at negotiated prices, and that
prior to the offering,
there has been no public market for shares of your common stock and
that there cannot be
assurances that Nasdaq will approve your listing application.
Accordingly, please
revise your prospectus cover page, and elsewhere as appropriate, to
disclose an initial
fixed price or bona fide price range at which the shares of your common
stock will be sold
until such shares are listed on a national securities exchange, at which
time they may be sold
at prevailing market prices or in privately negotiated transactions.
Refer to Item 501(b)(3)
of Regulation S-K.
Hope Stawski
Amphitrite Digital Incorporated
October 23, 2023
Page 2
Unaudited Pro Forma Consolidated Financial Information
Note 2 - Calculation of Estimated Acquisition Consideration and Preliminary
Purchase Price
Allocation , page 60
2. Please expand your preliminary purchase price allocation table on page
61 as necessary to
list the amounts ascribed to each purchase price component, and to
show how the total
purchase price reconciles to the net assets acquired. It appears that
you may need to
correct your computation of net assets acquired.
Please also disclose your basis for the valuation of stock underlying
the non-cash
component of the purchase price and describe any circumstances under
which either the
valuation or the number of shares to be issued to complete the
acquisition may change.
As you would generally be using the fair value of the stock on the
transaction date under
generally accepted accounting principles, you will need to explain the
reasons for any
valuation that is not consistent with your offering price.
Please address all of the requirements in Rule 11-02(a)(11)(ii) of
Regulation S-X.
Note 3 - Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated
Financial
Information, page 61
3. Please revise as necessary to present a separate pro forma adjustment
for the cash
proceeds you expect to receive from the offering, along with details
of the total number of
shares to be issued and the estimated offering price. The various
items referenced in your
discussion of pro forma adjustment A-2 should be disaggregated and
addressed separately
in connection with this change.
4. In response to prior comment 10 you state that you revised the pro
forma financial
statements to comply with Rule 11-02(a)(6) of Regulation S-X and
Section II.D.1.c of
SEC Release 33-10786. Tell us why you believe that removing the stock
based
compensation expense referenced in your pro forma adjustment K would
be consistent
with this guidance.
Note 5 - Management's Adjustments, page 64
5. We note you are opting to present management adjustments depicting
synergies of the
acquisitions of PA and PGC. However, the presentation of such
information should be
limited to reconciliations of pro forma net income from continuing
operations attributable
to the controlling interest and the related pro forma earnings per
share data pursuant to
Rule 11-02(a)(7)(ii)(A) of Regulation S-X.
FirstName LastNameHope Stawski
As such, it appears that you should add these reconciliations and remove
Management s
Comapany NameAmphitrite
Adjusted Digital Incorporated
Pro Forma Consolidated Statement of Operations on pages 65
and 66 to conform
Octoberwith
23, this
2023requirement.
Page 2
FirstName LastName
Hope Stawski
FirstName
Amphitrite LastNameHope Stawski
Digital Incorporated
Comapany
October 23,NameAmphitrite
2023 Digital Incorporated
October
Page 3 23, 2023 Page 3
FirstName LastName
6. Please expand your disclosures to describe the basis for each
management adjustment,
including any material assumptions and uncertainties, methods of
calculation, estimated
time for achieving synergies, how you considered the possibility of
dis-synergies, and any
material limitations to comply with Rule 11-02(a)(7)(ii)(D) of
Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 68
7. We note that on September 15, 2023, you entered into a Third Amendment
to the
Membership Interest Purchase Agreement which extended the closing date
to on or before
October 31, 2023. However, the acquisition of the Paradise Group of
Companies is
dependent on the consummation and proceeds from this offering. Please
revise to disclose
the status of any negotiations to extend the closing date of this
agreement. In light of the
pending review of your registration statement / draft submission, it
appears that you will
not be in a position to complete this offering by the closing date
deadline of October 31,
2023.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Amphitrite Digitals Operating Results, page 69
8. Please modify your references to pro forma information within
Management's Discussion
and Analysis, and elsewhere throughout the filing as necessary to
describe
the assumptions involved and to identify any pro forma effects that
are based on
transactions that have yet to occur.
For example, such clarification should be provided for disclosures on
pages 69 and
71 indicating the number of guests you serve on a pro forma basis was
over 80,000, and
on page 91 indicating that a pro forma year over year revenue increase
of 21.6%
results from placing Paradise Adventures on your digitally enabled
guest acquisition
program.
Security Ownership of Certain Beneficial Owners and Management, page 150
9. Please revise the tabular entries for Hope and Scott Stawski so that
each is shown as
beneficially owning the total number of shares that both own in the
aggregate, and revise
the percentages to reflect this new total. The footnotes should
explain why these amounts
are reflected in the table. See Instruction 5 to Item 403 of
Regulation S-K.
Hope Stawski
FirstName
Amphitrite LastNameHope Stawski
Digital Incorporated
Comapany
October 23,NameAmphitrite
2023 Digital Incorporated
October
Page 4 23, 2023 Page 4
FirstName LastName
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser,
at (202) 551-3844 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Brenda Hamilton