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United States securities and exchange commission logo
January 4, 2021
Niv Krikov
Chief Financial Officer
Agrify Corporation
101 Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA 01803
Re: Agrify Corp
Registration
Statement on Form S-1
Filed December 22,
2020
File No. 333-251616
Dear Mr. Krikov:
We have reviewed your registration statement and have the
following 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
circumstances 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.
Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response
to comment 1. Please revise the organization chart on page 1 to
indicate the percentage
of ownership Agrify Corporation holds in each entity. In addition,
it appears from page 55
that Agrify Brands, LLC was formerly TriGrow Brands, LLC.
Note 1 to the
consolidated financial statements continues to refer to TriGrow Brands,
LLC. Please revise
references to this entity throughout the document to clarify its correct
name and status.
Further, if the Harbor Mountain LLC shown in your organization chart
is the same entity as
Harbor Mountain Holdings LLC, which you acquired in July 2020, as
referenced on page 45,
revise to clarify. Also, revise the discussion on page 1 to disclose
your percentage of
equity interest in Teejan Podponics, LLC, and briefly address your
Niv Krikov
Agrify Corporation
January 4, 2021
Page 2
relationship with that entity. Also, briefly describe the purpose or
function of each of the
named entities. Revise the discussion on pages 84-86 to name each of
the entities you
discuss. For example, name the joint-venture limited liability company
referenced in the
third paragraph of your "Corporate History" subsection.
Capitalization, page 38
2. Please revise the table to incorporate indebtness, including long-term
debt and notes
payable, as part of your capitalization.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Acquisition of Harbor Mountain Holdings LLC, page 45
3. We note your disclosure that the acquisition of HMH is not deemed
material under
applicable SEC rules and accordingly you do not consolidate the
financial statements of
HMH. Please reconcile this statement with the disclosure on page F-35
describing the
acquisition and the consolidation of the assets and liabilities of HMH
in your interim
financial statements. Revise MD&A as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Revenues, page 53
4. Revise the discussion of the five-year agreement with Mack to disclose
the length of the
introductory period.
Security Ownership of Certain Beneficial Owners and Management, page 102
5. Please identify the natural person or persons who directly or
indirectly exercise sole or
shared voting and/or dispositive power with respect to the securities
held by Advanced
Glory Holding Limited (BVI) and Golden Success HK limited. Refer to
Item 403 of
Regulation S-K. Also, increase the font of the footnote numbers within
the table so that
they are legible. Currently the footnote font is too small to
determine which notes
correspond to which disclosure in the table.
Note 14 - Derivative Liabilities, page F-38
6. Please revise to describe the valuation technique and quantify the
significant unobservable
inputs underlying the level 3 fair value measurement. Refer to ASC
820-10-50-2bbb.
Item 15. Recent Sales of Unregistered Securities, page II-1
7. We reissue comment 10, as your disclosure continues to group multiple
transactions. As
FirstName LastNameNiv Krikov
one example, we note the convertible promissory notes totaling $12.5
million issued
Comapany NameAgrify
between Corporation
August and December 2020. Please revise to provide the
requested information
Januaryeach timePage
4, 2021 securities
2 were issued.
FirstName LastName
Niv Krikov
FirstName LastNameNiv Krikov
Agrify Corporation
Comapany
January NameAgrify Corporation
4, 2021
January
Page 3 4, 2021 Page 3
FirstName LastName
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.
You may contact Kevin Kuhar at (202) 551-3662 or Julie Sherman at (202)
551-3640 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Mary Beth Breslin at (202) 551-3625
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: David Levine, Esq.