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United States securities and exchange commission logo
September 6, 2023
Steven Richards
Chief Executive Officer
SCCI National Holdings, Inc.
530 Technology Drive
Suite 300
Irvine, CA 92618
Re: SCCI National
Holdings, Inc.
Draft Registration
Statement on Form S-1
Submitted August
10, 2023
CIK No. 0001887944
Dear Steven Richards:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1. Please revise the
graphics at the forefront of the registration statement to present
a balanced picture of
the company s financial health by including net income for the most
recent interim period
and for the year ended December 31, 2022. Refer to Compliance
Disclosure
Interpretations, Securities Act Forms 101.02. Please also ensure that any
footnotes to the
graphics are legible.
Steven Richards
FirstName LastNameSteven
SCCI National Holdings, Inc.Richards
Comapany 6,
September NameSCCI
2023 National Holdings, Inc.
September
Page 2 6, 2023 Page 2
FirstName LastName
Prospectus Summary
Our Company, page 1
2. The disclosure in the summary should be a balanced presentation of
your business. Please
balance the description of your competitive strengths with equally
prominent disclosure of
the challenges you face and the risks and limitations that could harm
your business or
inhibit your strategic plans. For example, but without limitation,
please revise to balance
your disclosure here, and in the business section, with disclosure
regarding any adverse
experiences you have encountered since you separated from AECOM.
Additionally, we
note you have included disclosure related to work performed by an
affiliate of AECOM.
Please advise why you believe it is appropriate to reference work
performed by Morrison
Knudsen. Additionally, please revise your disclosure to clarify what
services are provided
by you and what services you rely upon subcontractors and joint
venture affiliates to
perform.
Our Market Opportunity, page 7
3. With respect to your estimate of the size of the market opportunity,
clarify your disclosure
by addressing the scope of your estimate. For example, disclose
whether management
views this as the size of the market opportunity for similar companies
as a whole, or if it is
specific to SCCI. Also, balance this disclosure with a discussion of
the increasing number
of competitors in the industry and clarify that your estimate may not
be reflective of the
actual market.
Risk Factors
We may be required to make additional payments to AECOM, page 28
4. We note your disclosure that you may need to make additional payments
to AECOM.
Please quantify your total potential exposure to AECOM. Please clarify
the impact this
could have on investors, including whether proceeds of this offering
could be used to
make these payments. Please also revise your disclosure on page 107 as
appropriate in
accordance with Item 404 of Regulation S-K.
An inability to secure sufficient aggregate reserves..., page 31
5. Please explain how aggregate reserves are determined and the amount
you are required to
have on hand for your current operations. Please clarify if you have
sufficient funds on
hand, and please address the impact it will have on you and your
investors if you are
determined not to have sufficient reserves on hand.
We are an emerging growth company..., page 46
6. Please expand this risk factors to clarify that your financials will
not be comparable to
companies that comply with the new or revised accounting
pronouncements as of public
company effective dates.
Steven Richards
FirstName LastNameSteven
SCCI National Holdings, Inc.Richards
Comapany 6,
September NameSCCI
2023 National Holdings, Inc.
September
Page 3 6, 2023 Page 3
FirstName LastName
Cautionary Statement Concerning Forward Looking Statements, page 48
7. We note your statement that you disclaim any obligation to update any
forward- looking
statements. This disclaimer does not appear to be consistent with your
disclosure
obligations. Please revise to clarify that you will update this
information to the
extent required by law. Additionally, your bullet points as to what
constitutes a forward-
looking statement is overly broad. Please revise as appropriate.
Use of Proceeds, page 51
8. We note that you intend to use proceeds to repay debt. Please provide
all of the disclosure
required by instruction 4 of Item 504 of Regulation S-K. Additionally,
we note that you
intend to use proceeds to acquire companies. Please advise whether you
have identified
companies for acquisition. Please clarify what part of proceeds you
intend to use for these
purposes. We may have further comments.
Management's Discussion and Analysis..., page 55
9. Please provide a breakdown of your backlog of contracts, current
contracts and contracts
that you have bid on. With respect to the backlog and current
contracts, please clarify
which are fixed price contracts and which are cost plus contracts.
Please disclose how
many of these contracts are with state or federal agencies and how
many are private
contracts. Please disclose your anticipated completion dates and
anticipated costs and
potential revenue. Please also clarify which contracts are joint
venture agreements.
Further, please clarify which contracts are subject to possible
contractual obligations to
AECOM. Please also revise your disclosure in your business section as
appropriate.
Business
Our Projects, page 75
10. We note the disclosure regarding your operations starting on page 76.
Please clarify
which properties have been completed and which are still ongoing. We
also note your
disclosure on page 89 that you have facilities in multiple places
throughout the country.
Your disclosure indicates that you have offices in California and
Colorado. Please expand
your disclosure to clarify where you can operate and whether you have
sufficient
equipment available at every facility.
Selective Bidding Process and Project Management, page 84
11. Please provide a more detailed overview of how management determines
whether to bid
on a project and your success rate of being awarded such projects.
Executive Compensation, page 97
12. We note that you will enter into the 2023 Omnibus plan. Please file
this pursuant to Item
601(b)(10) of Regulation S-K.
Steven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 4
Financial Statements
Notes to the Consolidated Financial Statements
Note 1. Business, Basis of Presentation and Significant Accounting Policies,
page F-7
13. Please provide us with additional information with respect to the timing
of the sale of
Shimmick to SCC Group. Based on disclosure in your financial statements,
it appears that
the acquisition of Shimmick was closed (and recorded in your financial
statements) as of
January 2, 2021. However, based on disclosure on page 55 it appears that
SCC Group
merged with and into Shimmick on November 29, 2021. Please reconcile the
apparent
discrepancy for us and clarify how you determined the transaction should
be recorded as
of January 1, 2021. In your response, please tell us whether SCC Group
had any
substantive operations, assets or liabilities prior to the merger with
Shimmick.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2
14. Please file your executed Articles of Incorporation. Please see Item
601(b)(3) of
Regulation S-K.
General
15. Please supplementally provide us with copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act,
whether or not they retain copies of the communications.
You may contact Howard Efron at 202-551-3439 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any
other
questions.
Sincerely,
FirstName LastNameSteven Richards
Division of
Corporation Finance
Comapany NameSCCI National Holdings, Inc.
Office of Real
Estate & Construction
September 6, 2023 Page 4
cc: Zachary Davis, Esq.
FirstName LastName