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United States securities and exchange commission logo
January 15, 2021
Chenlong Tan
Chief Executive Officer
iPower Inc.
2399 Bateman Avenue
Duarte, CA 91010
Re: iPower Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted January
11, 2021
CIK No. 0001830072
Dear Mr. Tan:
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.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Cover, page i
1. On the cover of your
prospectus, please disclose the dual-class nature of your common
stock, the disparate
voting rights of your Class A and Class B common stock, and the
percent of the voting
power your co-founders will own upon completion of the offering as
the sole holders of
your Class B common stock.
Chenlong Tan
FirstName
iPower Inc.LastNameChenlong Tan
Comapany
January 15,NameiPower
2021 Inc.
January
Page 2 15, 2021 Page 2
FirstName LastName
Prospectus Summary
The Offering, page 9
2. We note the updated disclosure on your prospectus cover in response to
Comment 3.
Please also add comparable disclosure to The Offering section of your
Prospectus
Summary.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 36
3. We note your response to Comment 9 that your Receivables Purchase
Agreement is your
amended revolving credit facility agreement and your updated
disclosure regarding the
increased borrowing limit and new interest rate. To the extent
material, please disclose the
terms of the amended borrowing arrangement that may have an impact on
your access to
funds, such as accessing cash through the sale of your receivables. In
addition, we note
that page 7 of the Receivables Purchase Agreement provides that it is
not a loan and there
is no interest rate. Please reconcile this with your disclosure on
pages 36, F-19, and F-38.
Business
Government Regulations, page 45
4. We note your updated disclosure and partially re-issue Comment 10.
Please include a
discussion of government regulations that impact your business in this
section that is
comparable to the detailed disclosure included in your prospectus
summary. In
particular, please include a discussion of the material effects that
compliance with the
government regulations mentioned here and in your prospectus summary
and risk factors
may have upon your capital expenditures, earnings and competitive
position. Refer to
Item 101(c)(2) of Regulation S-K.
You may contact Patrick Kuhn at 202-551-3308 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Megan Penick