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United States securities and exchange commission logo
September 29, 2023
Steven Richards
Chief Executive Officer
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618
Re: Shimmick
Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September
15, 2023
CIK No. 0001887944
Dear Steven Richards:
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 Summary
Our Projects, page 6
1. We note your response
to comment 2. Please revise your disclosure here and in the
business section to
clearly state what services are provided by you and what services you
rely upon
subcontractors and joint venture affiliates to perform.
Our amended and restated charter documents will provide that the Court
of Chancery of the State
of Delaware..., page 45
2. Please revise your
disclosure here to state whether the exclusive forum applies to any
Steven Richards
Shimmick Corporation
September 29, 2023
Page 2
complaint asserting a cause of action arising under the Securites Act. In
this regard, we
note your disclosure on page 115.
Management's Discussion and Analysis...
Key Factors Affecting Our Performance and Results of Operations, page 57
3. We note your response comment 9 of our letter. We note that you included
disclosure
regarding your backlog of contracts. Please also provide similar
disclosure regarding your
current contracts and contracts that you have bid on.
Business
Selective Bidding Process and Project Management, page 89
4. We note your response to comment 10. We note on page 82, you have a
project in
Illinois. 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, including in
those locations
where you are bidding or whether you will be reliant on third parties.
5. We note your response to comment 11. In your response, it appears that
you are referring
to a success rate per contract rather than an overall success rate in
reference to your total
bids. Please advise or revise. Please elaborate on the multi-part process
you use in
determining whether to bid initially. Please clarify if you ever withdraw
bids once
provided and the reasons for doing so.
Consolidated financial statements as of and for the fiscal years ended December
30, 2022 and
December 31, 2021
Note 13. Commitments and Contingencies, page F-29
6. We note your disclosure on page 28 regarding your ongoing dispute with
AECOM.
Please tell us what consideration you gave to including disclosure
related to this apparent
loss contingency in the footnotes to your financial statements. Reference
is made to ASC
Topic 450-20-50.
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
Comapany NameShimmick Corporation Division of
Corporation Finance
September 29, 2023 Page 2 Office of Real
Estate & Construction
cc:
FirstName Zachary Davis, Esq.
LastName