View:
United States securities and exchange commission logo
July 30, 2020
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re: Knightscope, Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed July 17, 2020
File No. 24-11238
Dear Mr. Li:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments we may ask you to provide us
information so that we may
better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your offering statement and the
information that you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form 1-A filed July 17, 2020
Dilution, page 12
1. Given that there
appears to be a material dilution of the purchasers' equity interest, please
disclose the following:
The net tangible
book value per share before and after the distribution;
The amount of the
increase in the net tangible book value per share attributable to the
cash payments made
by purchasers of the shares being offered; and
The amount of the
immediate dilution from the public offering price which will be
absorbed by the
purchasers.
William Santana Li
FirstName LastNameWilliam Santana Li
Knightscope, Inc.
Comapany
July NameKnightscope, Inc.
30, 2020
July 30,
Page 2 2020 Page 2
FirstName LastName
Series S Preferred Regulation A Offering, page 25
2. Disclosure in the supplement that you filed under Rule 253(g)(2) of
Regulation A on July
20, 2020 indicates that this offering will terminate on July 22, 2020.
If this offering has
terminated, revise the disclosure to reflect its termination.
Alternatively, if this offering
has not terminated, revise the disclosure to indicate that this
offering will be closed
or terminated on a date before the offering statement under review is
qualified. In
addition, please confirm that you have updated Part I, Item 4 to
reflect the final portion of
the aggregate offering price attributable to all the securities sold
under a qualified offering
statement within the 12 months before the qualification of this
offering statement.
3. We note that you produced video advertisements that encouraged viewers
to join the
company before July 20, 2020. Please provide your analysis on how the
advertisements
complied with Rule 251(d)(1)(iii).
You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732
or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions
regarding comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Jeanne Campanelli, Esq.