United States securities and exchange commission logo
November 23, 2020
Sharon Fima
Chief Executive Officer
Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
Re: Meat-Tech 3D Ltd.
Confidential Draft
Registration Statement on Form F-1
Submitted October
27, 2020
CIK No. 0001828098
Dear Mr. Fima:
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.
Confidential Draft Registration on Form F-1 submitted October 27, 2020
Our Company, page 4
1. Please revise to
highlight your history of losses and expected need for substantial
additional funds in the
future.
The Offering, page 8
2. Please reconcile the
list of excluded shares presented in the bullets on page 9 with the
related disclosures
presented on pages 43 and 45.
Sharon Fima
FirstName
Meat-Tech LastNameSharon Fima
3D Ltd.
Comapany 23,
November NameMeat-Tech
2020 3D Ltd.
November
Page 2 23, 2020 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 12
3. You indicate that summary unaudited pro forma condensed combined
financial data will
give effect to the planned acquisition of Peace of Meat, B.V., or POM,
as described in
Business and Unaudited Pro Forma Condensed Combined Financial
Information .
Please demonstrate to us how you determined whether additional
historical financial
statements will be required under Item 4 of Form F-1 for this probable
acquisition. Please
provide all required historical and pro forma financial statements in
your amended filing.
Risk Factors, page 13
4. Please add risk factors discussing the risks to investors relating the
provisions of the
deposit agreement mentioned on pages 99 and 100. Specifically, the
provisions regarding
the ability to amend the deposit agreement without ADS holder consent
and the limitation
of liability provision, respectively.
ADS holders may not be entitled to a jury trial . . ., , page 37
5. Please revise to discuss whether this provision would apply if the ADS
holder withdrew
the underlying ordinary shares. Also revise the disclosure regarding
whether a provision
"serves as a waiver" to state clearly that investors cannot waive
compliance with the
federal securities laws. Finally, expand your disclosure on page 95 to
discuss this
provision.
Dilution, page 44
6. Please expand the disclosure related to the table on page 45 to
disclose how the numbers
and percentages would change, assuming the holders of the securities
mentioned in the
first six bullets on page 9 would elect to exercise or otherwise
acquire the underlying
ordinary shares.
Board of Directors, page 81
7. Please revise to clarify which of the members of your board qualify as
independent. Also,
the risk factor that begins on page 31 suggest a majority of your
board will not be
independent, in reliance on your home country practices. If so, please
revise to state so
directly.
Certain Relationships and Related Party Transactions, page 89
8. Please revise to discuss the transactions mentioned on pages F-19 and
F-40.
Financial Statements
Note 16 - Agreements, Guarantees and Liens, page F-23
9. You indicate that at the time of completing the Merger, Meat-Tech 3D
(f/k/a Ophectra)
was a shell company without significant business operations, and as
such the Merger is
Sharon Fima
Meat-Tech 3D Ltd.
November 23, 2020
Page 3
not considered a business acquisition as defined in IFRS 3, that the
Company is the
acquirer of the business for accounting purposes, and therefore the
transaction was treated
as a reverse acquisition that does not constitute a business combination.
Please more fully
address the following:
Explain to us how you determined Chicken Meat-Tech Ltd. (formerly
MeaTech Ltd.)
is the accounting acquirer. Refer to Paragraphs B14-18 of IFRS 3;
Demonstrate to us how you determined historical financial statements
for Meat-Tech
3D (f/k/a Ophectra) are not required under Item 4 of Form F-1.
Although you indicate
Meat-Tech 3D (f/k/a Ophectra) was a shell company without
significant business
operations, based on their investment in Therapin, it appears to us
their assets
exceeded your assets as of the merger date; and
Explain to us how you determined the equity disclosures and the
shares used in the
loss per share disclosures in both annual and interim financial
statements are
appropriate and comply with IFRS 3.
Note 4 Material Events in the Reporting Period
C. Separation Agreement from Therapin, page F-37
10. We note that the fair value of the investment in Therapin was determined
with the
assistance of an independent external valuator, at the date of the
separation agreement.
Please tell us what consideration you have given to identifying this
third party expert and
obtaining and filing a related consent.
You may contact Ernest Greene at (202) 551-3733 or Anne McConnell,
Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the
financial
statements and related matters. Please contact Geoff Kruczek at (202) 551-3641
or Jay Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
FirstName LastNameSharon Fima
Division of
Corporation Finance
Comapany NameMeat-Tech 3D Ltd.
Office of
Manufacturing
November 23, 2020 Page 3
cc: Brian Rosenzweig
FirstName LastName