December 2, 2019
Andres Campos
Chief Executive Officer
Betterware de Mexico, S.A. de C.V.
Luis Enrique Williams 549
Colonia Belenes Norte
Zapopan, Jalisco, 45145, M xico
Re: Betterware de Mexico, S.A. de C.V.
Amendment No. 1 to Registration Statement on Form F-4
Filed November 7, 2019
File No. 333-233982
Dear Mr. Campos:
We have reviewed your amended 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 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. Unless
we note
otherwise, our references to prior comments are to comments in our October 24,
2019 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed November 7, 2019
Summary of the Proxy Statement/Prospectus, page 18
1. We note your response to comment 3, and that you have deleted references
to Betterware
being a "leading direct-to-consumer company" on pages 23 and 74 of your
amended
filing. However, you still refer to Betterware as a "leading
direct-to-consumer company"
throughout your filing. For example, see pages 8, 18, 116, and 133.
Please revise your
filing for consistency, or disclose the measure by which Betterware is a
"leading"
company.
Andres Campos
FirstName LastNameAndresde C.V.
Betterware de Mexico, S.A. Campos
Comapany2, 2019
December NameBetterware de Mexico, S.A. de C.V.
Page 2
December 2, 2019 Page 2
FirstName LastName
Selected Historical Combined Financial Data of Betterware and BLSM, page 26
2. We reviewed your response to comment 4 and the revisions to your
disclosure. Please
further revise to disclose per share data for the year ended December
31, 2017 and the six
months ended June 30, 2018. Please refer to Item 3(d) of Form F-4 and
Item 3.A of Form
20-F.
Non IFRS Financial Measures, page 31
3. We reviewed your response to comment 7 and the revisions to your
disclosure. Please
remove the reference to employee benefit expenses in the introductory
paragraph to Non
IFRS financial measures since you are not adjusting EBITDA for those
items.
Comparative Per Share Data, page 34
4. Please provide us with your calculations of the exchange ratios
disclosed in the fourth
paragraph.
The Business Combination
Background of the Business Combination, page 70
5. We note your response to comment 14, and your amended disclosure on
page 70. Please
provide more background detail with respect to the 20 acquisition
opportunities
considered by DD3, including the factors considered in screening these
companies, and
the reasons DD3 decided not to pursue further negotiations with each
of these companies
after entering into the non-disclosure agreements.
Proposal No. 2 The Redomiciliation Proposal, page 112
6. We note your disclosure that "[t]he primary reason for the
Redomiciliation is to enable
DD3, Betterware and their shareholders to benefit from certain tax
efficiencies under
Mexican law that would not be available if the Business Combination
were consummated
with DD3 as a company incorporated in the British Virgin Islands."
Please briefly
describe these "certain tax efficiencies" in this section. Further,
please disclose whether
the approval of this proposal is conditioned upon the approval of any
of the other
proposals disclosed in your filing.
Proposal No. 3 - The Merger Proposal, page 113
7. Please briefly describe the reasons for why DD3's board recommends
shareholders vote
for the merger proposal. Please also disclose whether the Merger
Proposal is conditioned
upon approval of any other proposals.
Distributors and Associates Network, page 127
8. We note your response to comment 29, and your amended disclosures on
pages 127 and
129; however, it is still unclear how the sale of Betterware's
products represents a second
Andres Campos
Betterware de Mexico, S.A. de C.V.
December 2, 2019
Page 3
source of income, or how, in some cases, top Distributors quit their
other jobs to only
focus on selling your products. In this regard, we note your amended
disclosure that:
"Master Distributors receive 40% of their Associates' net purchases
(excluding VAT) as
Betterware Points, Leader Distributors receive 30% of their Associates'
net purchases
(excluding VAT) as Betterware Points, and Basic Distributors receive 20%
of their
Associates' net purchases (excluding VAT) as Betterware Points." However,
you also
disclose that "Betterware Points are . . . exchangeable for third party
products such as
electronics, furniture, white line products, home appliances, and more."
Please clarify
how Betterware Points are monetized such that they represent a source of
income for
Distributors.
Financial Statements
Condensed Statements of Profit or Loss and Other Comprehensive Income for the
Six Months
Ended June 30, 2019 and 2018, page F-4
9. Please revise to provide earnings per share data for each period
presented. Please refer to
Item 3(d) of Form F-4 and Item 3.A of Form 20-F.
Notes to Combined Financial Statements
Note 20. Net parent investment, page F-59
10. We reviewed your response to comment 34. Please provide us a roll-forward
of the
change in number of shares of common stock outstanding classified as
variable capital for
2018, 2017 and 2016.
You may contact Ta Tanisha Meadows at (202) 551-3322 or William Thompson
at (202)
551-3344 if you have questions regarding comments on the financial statements
and related
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.
Sincerely,
FirstName LastNameAndres Campos
Division of
Corporation Finance
Comapany NameBetterware de Mexico, S.A. de C.V.
Office of Trade &
Services
December 2, 2019 Page 3
cc: Jason Simon
FirstName LastName