United States securities and exchange commission logo
September 22, 2020
J rgen Eichner
Chief Executive Officer
VIA optronics AG
Sieboldstrasse 18
90411 Nuremberg, Germany
Re: VIA optronics AG
Amendment No. 1 to
Registration
Statement on Form F-1
Filed September 21,
2020
File No. 333-248599
Dear Mr. Eichner:
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
September 11, 2020 letter.
Form F-1/A filed September 21, 2020
Summary Consolidated Financial and Other Data, page 15
1. Refer to the June 30,
2020 As Adjusted column. As you are presenting this data in Euros
( ), it is unclear
why the line items, working capital and total liabilities reflect the same
amounts as shown in the
actual column at June 30, 2020 presented in U.S. dollars ($).
Please revise or
advise. Also, as the net proceeds from the IPO are assumed to be
US$83.1 million (or
74.2 million) and the net proceeds from the concurrent private
placement to be US$19.6
million (or 17.5 million), using an Exchange rate of 1.00 to
US$1.1198, for an
aggregate total of US$102.7 million (or 91.7 million) in net proceeds,
it is unclear as to
your total assets, as adjusted amount of 177,517, and cash and cash
J rgen Eichner
VIA optronics AG
September 22, 2020
Page 2
equivalents, as adjusted amount of 99,740. Please advise of their
computations or revise
with consideration given to expanding disclosure in footnote (3) to
explain any other
adjustments other than net proceeds from the IPO and concurrent private
placement.
Please also revise disclosures on page 70, Selected Consolidated
Financial Data, as
appropriate.
Capitalization, page 67
2. It appears the line item amount for total shareholders' equity in the
last column of the table
should be 91,703. Please revise or advise.
Dilution, page 68
3. Refer to the first sentence of the second paragraph regarding your
actual net tangible book
value as of June 30, 2020. Given that you had 3,000,000 ordinary shares
outstanding as of
June 30, 2020, it is unclear how you computed the net tangible book
value per ordinary
share to be (3.42) ($(3.83)), rather than (1.72) ($(1.93)
according to our calculations.
Please advise or revise the amounts and resulting dilution computations
accordingly.
You may contact Beverly Singleton, Staff Accountant, at (202) 551-3328
or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Jay Ingram, Legal Branch Chief, at (202)
551-3397 with any
other questions.
Sincerely,
FirstName LastNameJ rgen Eichner
Division of
Corporation Finance
Comapany NameVIA optronics AG
Office of
Manufacturing
September 22, 2020 Page 2
cc: Gregory A. Schernecke, Esq.
FirstName LastName