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United States securities and exchange commission logo
January 29, 2024
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re: SeqLL, Inc.
Amendment No. 10 to
Registration Statement on Form S-1
Filed January 17,
2024
File No. 333-272908
Dear Daniel Jones:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 19,
2023 letter.
Amendment No. 10 to Registration Statement on Form S-1, Filed January
17, 2024
Capitalization, page 40
1. Given the change in the
amount of the Merger Note, please tell us why the adjustment to
Total Liabilities in
the Capitalization Table did not change. Please also address this
change in the dilution
disclosures.
Lyneer Investments, LLC and Subsidiaries Financial Statements
Condensed Consolidated Balance Sheets, page F-2
2. We read your response
to comment 3. We note that the effectiveness of the amended
forbearance agreement
is conditioned, and is therefore not yet effective. We also note that
the intended
forbearance is until March 15, 2024. In light of the above, it appears that the
related debt should be
classified as a current liability on the consolidated balance sheet as
Daniel Jones
SeqLL, Inc.
January 29, 2024
Page 2
of September 30, 2023. Refer to ASC 470-10-45-14. Please revise your
financial
statements accordingly or otherwise advise.
Note 3: Summary of Significant Accounting Policies
Liquidity, page F-7
3. We note that you have concluded the company will be able to continue as a
going concern
for a period of at least twelve months based on the extended forbearance
agreement. As
this agreement is only until March 15, 2024, and is not yet effective,
please tell us and
disclose how substantial doubt about the entity's ability to continue as
a going concern is
alleviated. Additionally, please tell us how you determined it was
probable that
management's plans will be effectively implemented. Refer to ASC
205-40-50-6 through
10 and ASC 205-40-55-3.
4. Please revise here to clarify that the effectiveness of the forbearance
agreement is
conditioned, and therefore the agreement is not yet effective and the
existing events of
default have not yet been waived.
Note 16: Subsequent Events, page F-21
5. Please remove the pro forma balance sheet from the notes to the financial
statements
pursuant to Rule 11-02(a)(12)(i).
Please 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 Donald Field at
202-551-3680
with any other questions.
Sincerely,
FirstName LastNameDaniel Jones
Division of
Corporation Finance
Comapany NameSeqLL, Inc.
Office of Trade &
Services
January 29, 2024 Page 2
cc: Eric M. Hellige
FirstName LastName