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United States securities and exchange commission logo
October 5, 2021
Gerard G. Law
Chief Executive Officer
Project Clean, Inc.
3 Executive Campus, Suite 155
Cherry Hill, NJ 08002
Re: Project Clean, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted September
21, 2021
File No. 377-05272
Dear Mr. Law:
We have reviewed your amended 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, Amendment No. 1
Summary Financial and Other Data, page 18
1. Please consistently
present Long term debt either including or excluding the Loan with
PPZ, a related party,
given such loan's inclusion as of June 30, 2021 and exclusion as of
December 31, 2020 and
2019. Further, given the significance of the Convertible
debt entered during the
six months ended and remaining outstanding as of June 30,
2021, disclose the
obligation related to your Convertible debt based on your election of
the fair value option
for such outstanding debt as of the period-end dates presented.
Gerard G. Law
FirstName LastNameGerard G. Law
Project Clean, Inc.
Comapany
October NameProject Clean, Inc.
5, 2021
October
Page 2 5, 2021 Page 2
FirstName LastName
Use of Proceeds, page 59
2. We note that you intend to use some of the proceeds from this offering
to repay certain
indebtedness. Please provide the information described in Instruction
4 to Item 504 of
Regulation S-K.
Capitalization, page 61
3. We note your revisions made in response to our prior comments 5 and 6.
Regarding subnote (3) pertaining to Class A Common stock on a pro
forma basis, please
disclose the total number of Class A shares issued and outstanding on
a pro forma basis
directly related to the conversion of outstanding convertible
promissory notes, and provide
similar disclosure throughout your prospectus as appropriate.
You may contact Beverly Singleton at (202) 551-3328 or Mark Rakip at
(202) 551-
3573 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sergio Chinos at (202) 551-7844 or Perry Hindin at
(202) 551-3444 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing