Sidus Space Inc. — Regulatory Filings 2021

Nov 10, 2021

DRSLTR 1 filename1.htm sidus_corresp.htm Document created using EDGARMaster

November 10, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:
Draft Registration Statement on Form S-1
Submitted September 28, 2021
CIK No. 0001879726

Ladies and Gentlemen:

This letter sets forth the responses of Sidus Space, Inc., a Delaware corporation (the “ Company ”), to the comments received from the Staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) concerning its Draft Registration Statement on Form S-1 (CIK No. 0001879726) submitted to the Commission on September 28, 2021 (the “ Registration Statement ”).

References in the text of the responses herein to captions and page numbers refer to Amendment No. 3 to the Company’s Draft Registration Statement on Form S-1 (the “ Amended Draft Registration Statement ”), which is being filed herewith.

Draft Registration Statement on Form S-1 submitted September 28, 2021

Cover Page

1.
RESPONSE: The Company has revised the Amended Draft Registration Statement to address this comment.

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Prospectus Summary

Sidus Constellation, page 2

2.
RESPONSE: We have revised the Amended Draft Registration Statement to include the material terms of this contract and will file the contract as an exhibit.

3.
RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

Risk Factors, page 9

4.
RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39

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5.
RESPONSE: We have revised the MD&A section in the Amended Draft Registration Statement to address this comment .

Business

Existing Relationships, page 48

6.
RESPONSE: We have revised the Amended Draft Registration Statement to disclose the number of customers as of the end of each financial statement period included in the filing.

Our Intellectual Property, page 55

7.
RESPONSE: We have revised the Amended Draft Registration Statement to disclose the duration of our patents .

Employment Agreements, page 62

8.
RESPONSE: We have revised the Amended Draft Registration Statement to describe the material terms of our employment agreements with our executive officers and we will file them as exhibits.

Description of Capital Stock

Exclusive Forum, page 72

9.
RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

Consolidated Statements of Operations, page F-4

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10.

RESPONSE : We have revised the Amended Draft Registration Statement to address this comment by including depreciation of fixed assets used in production relative to the reduction in revenue during the same period. We believe our presentation complies with the guidance in SAB Topic 11.B since it requires that in order to avoid placing undue emphasis on “cash flow,” depreciation, depletion and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation.

General, page F-7

11.
RESPONSE : We have revised the Amended Draft Registration Statement to disclose the total research and development costs charged to expense for each period presented.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation, page F-7

12.
RESPONSE : We have revised the Amended Draft Registration Statement to address this comment.

General

13.
RESPONSE : The Company will supplementally provide the Staff with copies of all written communications, as defined in Rule 405 under the Securities Act, that the Company, or anyone authorized to do so on its behalf, present to potential investors in reliance on Section 5(d) of the Securities Act.

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If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.

/s/ Jeffrey Fessler
Jeffrey Fessler
Sheppard, Mullin, Richter & Hampton LLP
cc: Carol Craig, CEO

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