United States securities and exchange commission logo
January 15, 2021
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 December
31, 2020
CIK No. 0001828098
Dear Mr. Fima:
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 Confidential Draft Registration Statement on Form F-1
submitted
December 31, 2020
ADS holders may not be entitled to a jury trial . . ., , page 41
1. We note your response
to prior comment 5. Please revise to clarify that investors cannot
waive compliance with
the federal securities laws, not only that they will not be deemed
to waive compliance
with those laws.
Dilution, page 48
2. We note your response
to prior comment 6. Please expand the table on page 49 to
disclose how the
numbers and percentages would change assuming the holders of the
securities discussed in
your response would exercise or otherwise acquire the underlying
Sharon Fima
FirstName
Meat-Tech LastNameSharon Fima
3D Ltd.
Comapany
January 15,NameMeat-Tech
2021 3D Ltd.
January
Page 2 15, 2021 Page 2
FirstName LastName
shares.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Statement of Financial Position, page 53
3. Please disclose the specific nature of the IPR&D acquired and address
the accounting for
this asset subsequent to the acquisition. Please also clarify if and
how the obligation to pay
cash and issue shares under the Earnout are reflected in the pro forma
financial statements.
Pro Forma Condensed Combined Statement of Loss For the Year Ended December 31,
2019,
page 54
4. Please present historical basic and diluted loss per share data and
pro forma basic and
diluted loss per share data on the face of the pro forma statements of
loss here and on page
55. Please also provide reconciliations for the historical and pro
forma weighted average
shares outstanding used to calculate losses per share.
Financial Statements
General, page F-1
5. We note your Form F-1/A includes audited financial statements that are
older than 12
months. Since it appears this represents an IPO for your ADSs, please
explain your
consideration of Item 8.A.4 of Form 20-F, and the corresponding
instructions, which
indicates that audited financial statements should generally not be
older than 12 months at
the time of filing but also indicates audited financial statements not
older than 15 months
may be permitted if a company is able to represent the following:
The company is not required to comply with the 12 month
requirement for the age of
financial statements in any other jurisdiction outside the United
States; and
Complying with the 12 month requirement is impracticable or
involves undue
hardship.
If you meet the above criteria, please provide a representation from
management that says
you meet the criteria and file that representation as an exhibit to
your registration
statement. If you do not meet the criteria or if your registration
statement is not declared
effective before 3/31/21, please provide updated audited financial
statements and related
disclosures.
Note 16 - Agreements, Guarantees and Liens, page F-23
6. We have read your response to prior comment nine. Please more fully
address the
following:
You indicate that Chicken Meat-Tech Ltd. has the ability to elect,
appoint or remove
the members of the governing body of the combined entity. On page
F-31, you
appear to indicate that four MeaTech directors were appointed to
the Company's
board of directors but in your response, you indicate that you
appointed new directors
constituting half (three out of six) of the members of the board
of directors of Meat-
Sharon Fima
Meat-Tech 3D Ltd.
January 15, 2021
Page 3
Tech 3D Ltd. Clarify whether you appointed a majority of the board
of directors
and confirm whether you have the authority to elect, appoint or
remove a majority of
the board of directors;
You indicate that the relative market value of Chicken Meat-Tech
Ltd. was
significantly higher than that of Meat-Tech 3D Ltd. (formerly
Ophectra) prior to the
reverse acquisition. Help us understand how you determined the
relative market value
of both entities and tell us what consideration you gave to using
assets, revenues and
profit in your analysis of relative size. Refer to paragraph B16 of
IFRS 3;
It remains unclear to us how you determined that historical
financial statements for
Meat-Tech 3D (f/k/a Ophectra) are not required under Item 4 of Form
F-1 or would
not be meaningful. We also note you continue to hold an investment
in Therapin;
It remains unclear to us how the shares used to calculate
historical losses per share
are appropriate. It appears to us that the 30,525,506 shares the
MeaTech shareholders
received from Meat-Tech 3D (f/k/a Ophectra) as of the date of the
reverse acquisition
essentially represent the restated historical shares of MeaTech and
that the shares
outstanding at Meat-Tech 3D (f/k/a Ophectra) prior to the reverse
acquisition should
be reflected as being "issued" as of the reverse acquisition date.
Refer to paragraphs
B25-B27 of IFRS 3; and
Given that you present financial statements subsequent to the
reverse acquisition,
explain why the pre-reverse acquisition financial statements
continue to use the name
of the legal acquiree rather than the name of the legal acquiror.
You may contact Ernest Greene at (202) 551-3733 or Anne McConnell 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
January 15, 2021 Page 3
cc: Brian Rosenzweig
FirstName LastName