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United States securities and exchange commission logo
February 19, 2021
Jacob Wolf
General Counsel and Secretary
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759
Re: FTC Solar, Inc.
Draft Registration
Statement on Form S-1
Filed January 25,
2021
CIK No. 0001828161
Dear Mr. Wolf:
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 Filed January 25, 2021
Our Customer Value Proposition, page 2
1. We note your disclosure
that you commissioned the study by Eclipse-M, which found that
Voyager s
installation time is 41% less than the industry average. Please provide the
consent of the
third-party in accordance with Rule 436.
Our governing documents will also provide that the Delaware Court of
Chancery, page 34
2. Please revise to make
your disclosure here and on page 90 consistent. We note that your
forum selection
provision identifies a state court located within the State of Delaware as
the exclusive forum for
certain litigation, including any derivative action. Please
disclose whether this
provision applies to actions arising under the Securities Act or
Jacob Wolf
FTC Solar, Inc.
February 19, 2021
Page 2
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly, or tell us
how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
Employment Agreements with Named Executive Officers, page 77
3. Please file your employment agreements with your named executive
officers and include
such agreements in your exhibit index.
Item 15. Recent Sales of Unregistered Securities, page II-2
4. Please name the persons or identify the class of persons to whom the
shares of your
common stock were sold. See Item 701(b) of Regulation S-K.
General
5. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications. Please contact the staff
member associated
with the review of this filing to discuss how to submit the materials,
if any, to us for our
review.
You may contact Heather Clark, Staff Accountant at (202) 551-3624 or
Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other
questions.
FirstName LastNameJacob Wolf Sincerely,
Comapany NameFTC Solar, Inc.
Division of
Corporation Finance
February 19, 2021 Page 2 Office of
Manufacturing
FirstName LastName