ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM
WRITER’S DIRECT LINE 414.297.5668 rryba@foley.com EMAIL |
May 3, 2019
Division of Corporation Finance
Office of Manufacturing and Construction
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Attention: | Mindy Hooker |
Kevin Stertzel |
Sherry Haywood |
Jay Ingram |
Re: | Mayville Engineering Company, Inc. |
Amendment No. 1 to FormS-1 |
Filed April 29, 2019 |
FileNo. 333-230840 |
Ladies and Gentlemen:
On behalf of our client, Mayville Engineering Company, Inc. (the “Company” or “MEC”), set forth below is the response of the Company to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated May 1, 2019, with respect to the above referenced Amendment No. 1 to FormS-1 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and an Amendment No. 2 to the Registration Statement. The numbered item set forth below repeats (in bold italics) the comment of the Staff reflected in the Staff’s comment letter, and following such comment is the response of the Company (in regular type).
FormS-1/A filed April 29, 2019
Dilution, page 43
1. | Please revise your dilution calculation and related disclosures to quantify the following: net tangible book value prior to the offering, the change in the net tangible book value per share attributable to the offering, and the amount of immediate dilution as a result of the offering. Please reference Item 506 of RegulationS-K for guidance. |
Response: In response to the Staff’s comment, the Company has revised this disclosure in Amendment No. 2 to the Registration Statement.
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AUSTIN BOSTON CHICAGO DALLAS DENVER | DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON | MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO | SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE | TAMPA WASHINGTON, D.C. BRUSSELS TOKYO |
U.S. Securities and Exchange Commission
May 3, 2019
Page 2
If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (414)297-5668.
Very truly yours, |
/s/ Russell E. Ryba |
Russell E. Ryba |
cc: | Robert D. Kamphuis |
Todd M. Butz |
Mayville Engineering Company, Inc. |