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United States securities and exchange commission logo
June 4, 2020
Geoffrey Williams
General Counsel and Secretary
Gevo, Inc.
345 Inverness Drive South, Building C, Suite 310
Englewood, Colorado 80112
Re: Gevo, Inc.
Registration
Statement on Form S-1
Filed May 21, 2020
File No. 333-238548
Dear Mr. Williams:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed May 21, 2020
Cover Page
1. We note your disclosure
on the prospectus cover page and on page 39 that the Series 1
units are being offered
pursuant to this prospectus at negotiated prices. Please revise to
clarify that the shares
will be offered at a fixed price for the duration of the offering.
Also, revise the first
paragraph to highlight that this is a best-efforts offering with no
minimum sales
condition.
Geoffrey Williams
FirstName LastNameGeoffrey Williams
Gevo, Inc.
Comapany NameGevo, Inc.
June 4, 2020
Page 2
June 4, 2020 Page 2
FirstName LastName
Description of Capital Stock, page 24
2. Refer to Article FIFTH, Section E of your Amended and Restated
Certificate of
Incorporation, which identifies the Court of Chancery of the State of
Delaware as
the exclusive forum for certain litigation, including any "derivative
action." Please
describe here the exclusive forum provision and disclose whether this
provision applies to
actions arising under the Securities Act or Exchange Act. We note in
this regard 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 or 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 this
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.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jason L. Drory, Staff Attorney, at 202-551-8342, or
Joseph McCann,
Legal Branch Chief, at 202-551-6262 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jason Day