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United States securities and exchange commission logo
July 28, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed July 11, 2023
File No. 001-40760
Dear Daniel Jones:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A Filed July 11, 2023
Lyneer Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021, page 34
1. We read your response
to comment 8 and note your revised disclosure. Please note that
the supplemental
discussion should reflect all relevant pro forma adjustments required by
Article 11 of
Regulation S-X and should be presented separately from the discussion on
historical results. In
this regard, please tell us your consideration of removing the non-
GAAP discussion and
revising your historical discussion to separately compare the
historical results of
the respective successor and predecessor periods.
Daniel Jones
FirstName
SeqLL, Inc.LastNameDaniel Jones
Comapany
July NameSeqLL, Inc.
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
2. We read your response to comment 9 and note your revised disclosure.
Considering the
material adjustment for eliminated staff positions in your
presentation of Adjusted
EBITDA, please revise to discuss the impact of the eliminated
positions on service
revenues, if material. Refer to Item 303(b)(2)(iii) of Regulation S-K.
3. We read your response to comment 10. Please provide more detail on the
nature of the
salary reductions and severance for staff not replaced related to
COVID-19. Include in
your response the nature of the positions of the staff not replaced,
how the pandemic
resulted in their elimination, and whether they were revenue
generating positions.
Revolver, page 40
4. We note your new disclosure in this section discussing the
notification of an "over-
advancement" under your revolver of approximately $15 million. Please
also disclose this
unexpected liability in the risk factor on page 30 describing Lyneer's
debt obligations.
Background of the Merger, page 69
5. We note your response to comment 21. Your disclosure on page 71
indicates that a
current SeqLL independent director would be chosen to represent SeqLL
stockholders on
an "ongoing basis." Revise this reference to refer to the post-merger
Board, if true, to
avoid suggesting that such Board member would represent stockholder
interests during the
negotiations of the Merger transaction.
6. We note your revised disclosure which utilized a purchase price of
Lyneer equal to eight
times trailing 12 month EBITDA. Revise to explain why this formula was
used to arrive
at a purchase price of $120 million for Lyneer. Further, revise to
explain the basis for the
$225 million post-acquisition valuation of SeqLL.
Information About Lyneer
Lyneer Service Offerings, page 142
7. We note your revised disclosures on pages 44 and F-66 in response to
comment 30. Please
tell us why the typical invoice timing and payment terms disclosed on
those pages conflict
with the terms disclosed in this section.
General
8. We note your response to comment 32 and reissue in part. We
acknowledge the
explanation in your response letter, but please also disclose that you
will be relying on the
exemption from registration provided by Section 4(a)(2) under the
Securities Act in the
proxy statement.
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.
Daniel Jones
SeqLL, Inc.
July 28, 2023
Page 3
You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant
at 202-551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-3264
with any other questions.
Sincerely,
FirstName LastNameDaniel Jones
Division of Corporation
Finance
Comapany NameSeqLL, Inc.
Office of Trade &
Services
July 28, 2023 Page 3
cc: Eric M. Hellige
FirstName LastName