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United States securities and exchange commission logo
July 1, 2020
Craig McCaw
Cheif Executive Officer
Holicity Inc.
2300 Carillon Point
Kirkland, WA 98033
Re: Holicity Inc.
Draft Registration
Statement on Form S-1
Submitted June 9,
2020
CIK No. 0001814329
Dear Mr. McCaw:
We have reviewed your draft 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 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 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 9, 2020
Risk Factors, page 29
1. You disclose on page 55
that public stockholders will incur an immediate and substantial
dilution of
approximately 6.6%, or $0.66 per share, representing the difference between
the pro forma net
tangible book value per share after this offering of $9.34 and the initial
offering price of
$10.00 per unit. Per your disclosure on page 65, public stockholders will
actually incur dilution
of $9.34 and the pro forma net tangible book value per share after
this offering will be
$0.66 per share. Please revise your disclosure to correct this apparent
discrepancy.
Craig McCaw
FirstName LastNameCraig McCaw
Holicity Inc.
Comapany
July 1, 2020NameHolicity Inc.
July 1,2 2020 Page 2
Page
FirstName LastName
Capitalization, page 67
2. Please enhance your disclosure to clearly show how you are arriving at
each as adjusted
amount in the notes to your capitalization table. You should also
disclose any significant
estimates and/or assumptions used to arrive at each of these amounts.
Principal Stockholders, page 107
3. Please add each of your named executive officers to the table. Refer
to Item 403(b) of
Regulation S-K.
Financial Statements
Statement of Cash Flows, page F-6
4. Per your balance sheet, you had accrued expenses of $14,213 as of June
4, 2020. As such,
please help us understand why you have presented a change in accrued
expenses of $1,278
on your cash flows statement.
Financial Statements
Note 5 - Commitments and Contingencies
Registration Rights, page F-13
5. It appears you will enter into a registration rights agreement prior
to or on the effective
date of this offering. Please disclose whether you anticipate any
maximum cash penalties
under the registration rights agreement and/or any additional
penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
You may contact Jeff Gordon at 202-551-3866 or John Cash at 202-551-3768
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing