United States securities and exchange commission logo
December 12, 2023
Lee E. Beckelman
Chief Financial Officer
Smart Sand, Inc.
28420 Hardy Toll Road, Suite 130
Spring, Texas 77373
Re: Smart Sand, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 28,
2023
File No. 001-37936
Dear Lee E. Beckelman:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K
Properties, page 40
1. The summary disclosures
should encompass all your properties, including both material
and non-material
properties, and should appear in advance of and incremental to, the
individual property
disclosures. The requirements for individual property disclosures are
more extensive and
detailed in comparison and are applicable for material properties, as
determined pursuant to
Item 1301 of Regulation S-K. For example, the summary
disclosures should
describe the locations of each operating, development, and exploration
property to comply with
Item 1303(b)(2)(ii)(A); while the individual property disclosures
should include
comparable details along with a map for each property, showing its
particular location,
that is accurate to within one mile, using an easily recognizable
coordinate system, to
comply with Item 1304(b)(1)(i). Please revise your filing to include
and differentiate
between the summary and individual property disclosures to comply with
the aforementioned
guidance.
2. Please revise your
filing to report each individual property s production by product as
required by Item
1303(b)(2)(i) of Regulation S-K.
Lee E. Beckelman
FirstName
Smart Sand,LastNameLee E. Beckelman
Inc.
Comapany12,
December NameSmart
2023 Sand, Inc.
December
Page 2 12, 2023 Page 2
FirstName LastName
3. Your resource/reserve disclosures in this section are disclosed as the
sum of your proven
and probable reserves and/or measured/indicated/inferred resources.
Please revise your
filing and disclose your proven reserves separate from your probable
reserves and your
measured resources separate from your indicated resources and separate
from your
inferred resources. See Item 1303(b)(3) of Regulation S-K.
4. Please modify your filing here to state the book value of your
material properties as
required by Item 1304(b)(2)(iii) of Regulation S-K.
5. Please modify your filing and provide a reconciliation of your
resources/reserves as
reported this year to last year, as required by Item 1303(e) of
Regulation S-K.
Exhibits 10.25, 10.26, 10.27 & 10.28
Geology Section 4, page E-1
6. Please modify your filings and insure you have provided at least one
cross-section and one
stratigraphic column of the local geology as required by Item
601(b)(96)(iii)(B)(6)(iii) of
Regulation S-K.
Exhibits 10.25, 10.26, 10.27 & 10.28
Quality Section 5, page E-2
7. We reviewed the Mineral Processing and Metallurgical testing section
of your technical
report summary. Please modify your filing and include the qualified
person s opinion on
the adequacy of the metallurgical test data as required by Item
601(b)(96)(iii)(B)(10)(v) of
Regulation S-K.
Exhibits 10.25, 10.26, 10.27 & 10.28
Market Analysis Section 10, page E-3
8. Please modify your filing to describe your individual salable product
specifications and
present the 5-year historic prices along with your forecast pricing.
See Item
601(b)(96)(iii)(B)(16)(i) of Regulation S-K.
Exhibit 10.25 Oakdale
Projected Sales Revenue, Production Costs, and Capex Section 1, page E-4
9. We note the totals found in Table 1.10 do not correspond to the totals
found in Table
12.3. Please review and modify your filing to correct this variance.
Exhibit 10.27 Auburn & Hixton
New Auburn Mine Section 3, page E-5
10. Please modify your filing and locate your property within one-mile
using an easily
recognizable coordinate system as required by Item
601(b)(96)(iii)(B)(3)(i) of Regulation
S-K
Lee E. Beckelman
Smart Sand, Inc.
December 12, 2023
Page 3
Sand Quality Section 3
Prior Exploration Data Section 3, page E-6
11. Please modify your filing and provide the opinion of the qualified
person regarding the
adequacy of the sample preparation, security, and analytical
procedures as required by
Item 601(b)(96)(iii)(B)(8)(iv) of Regulation S-K.
Exhibit 10.27 Auburn & Hixton
Sand Quality Section 3, page E-7
12. Please modify your filing and provide the qualified person s opinion
regarding the
adequacy of the data and verification procedures for the purposes of
the technical report
summary as required the by Item 601(B)(96)(iii)(b)(9)(iii) of
Regulation S-K.
Exhibit 10.27 Auburn & Hixton
Resource Estimate and Classification Section 3, page E-8
13. We note your resource estimates do not disclose any economic
information in this section
and elsewhere in your filing. Please modify your filing and
demonstrate your resource
estimates are economic by disclosing the required modifying factors,
specifically the
current or updated commodity prices, operating costs, along with the
estimated mining
and metallurgical recoveries or remove your resource estimates from
your filing. See
Item 601(b)(96)(iii)(B)(11)(ii) & (iii).
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.
Please contact George K. Schuler at 202-551-3718 or Craig Arakawa at
202-551-3650 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameLee E. Beckelman Sincerely,
Comapany NameSmart Sand, Inc.
Division of
Corporation Finance
December 12, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName