United States securities and exchange commission logo
June 25, 2021
Menachem Shalom
Chief Executive Officer and Chief Financial Officer
Hold Me Ltd
30 Golomb Street
Ness Zioyna, Israel 7401337
Re: Hold Me Ltd
Amendment No. 2 to
Registration Statement on Form F-1
Filed June 21, 2021
File No. 333-255462
Dear Mr. Shalom:
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 June
9, 2021 letter.
Amendment No. 2 to Form F-1 filed June 21, 2021
Summary Consolidated Financial Data, page 7
1. Please revise the line
item captioned "Net Income for Reporting Period" to "Loss for the
Period." Insert the
correct amounts for the Loss for the Period for 2020 and 2019 as
reported in your
Statements for Profit and Loss. Label the 2020 summary consolidated
financial data as
"Restated."
Capitalization, page 36
2. We note your response
to comment 1. Please revise the calculations referenced in footnote
(b) on page 38 to
reflect a conversion rate published by the Bank of Israel within 60 days
of your document date.
Menachem Shalom
Hold Me Ltd
June 25, 2021
Page 2
3. Please revise all capitalization tables as follows:
change the table titles from "Actual Capitalization (in USD or NIS
as applicable) as
of December 31, 2020" to "Pro Forma Capitalization" (in USD or NIS
as
applicable) for all pro forma columns.
delete the first two tables which exclude the effect of the April
12, 2021 share
transactions.
insert a separate column for the April 12, 2021 preferred and
common share
transactions in the last two tables.
include long-term debt in the calculation of "Total
Capitalization."
Additionally, on page 36, state if true that there had been no
material change in total
capitalization regarding equity and indebtedness (other than the April
12, 2021 equity
transactions as presented) within 60 days of your filing.
4. For Pro Forma Capitalization in USD, please revise as follows:
apply the $.0031 par value to calculate the carrying amount of
outstanding shares and
pro forma shares.
calculate additional paid in capital under the pro forma columns
based on the offering
proceeds in US dollars (i.e., $.95 multiplied by the incremental
pro forma shares)
plus the historical paid in capital as of December 31, 2020 and
April 12, 2021 based
on a conversion rate within 60 days of the date of your document
less offering costs
of $60,000 less par value of the shares.
recalculate historical accumulated deficit using the above
referenced conversion rate.
use the above referenced conversion rate to translate the amounts
reported under Pro
Forma Capitalization in USD to their corresponding amounts under
Pro Forma
Capitalization in NIS.
Dilution
USD Table, page 39
5. We note your response to comment 2. Please revise the USD table as
follows:
include the missing amounts for Pro Forma net tangible book values
per common
share before and after the offering.
recalculate "Pro forma net tangible book value before the Offering"
correctly and add
a footnote to indicate that the value reflects the effect of the
April 2021 transaction.
FirstName
for each funding level,Shalom
LastNameMenachem conform the pro forma net tangible book
values after the
Comapany offering
NameHold Me Ltd
to their corresponding values based on the Total
Capitalization (Pro
Forma)
June 25, 2021 Pagein2 USD less Long-term Debt on page 38.
FirstName LastName
Menachem Shalom
FirstName LastNameMenachem Shalom
Hold Me Ltd
Comapany
June NameHold Me Ltd
25, 2021
June 25,
Page 3 2021 Page 3
FirstName LastName
6. Refer to the tables below the USD Table. Please revise the amounts
under Total
Consideration as follows:
report the consideration received from existing shareholders using
the above
referenced conversion rate.
provide the applicable percentages for total consideration from
existing shareholder
and new shareholders.
Statements of Profit and Loss, page 43
7. We repeat prior comment 4. Please recalculate basic and diluted loss
per common share
based on Loss for the Period (not deficit balance) divided by the
Weighted-average
number of common shares outstanding (300 shares).
Note 12 - Restatement
Statements of Cash Flows, page 51
8. Please reclassify the NIS 337,000 adjustment from "Increase (Decrease)
in Customer" to
"Decrease (Increase) in other accounts receivable and prepaid
expenses."
Principal Shareholders, page 70
9. We note your response to prior comment 7. Please explain why Mr.
Shalom's total
holdings are not 1,002,000,000 common shares based on your disclosure
that each of his
10,000,000 preferred shares convert into 100 common shares. Please
also revise the "Total
of All Current Officers and Directors" row to reflect his total
holdings, and please revise
the "Percent of class after close of offering" column to take into
account the preferred
shares that are convertible within 60 days.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Anna
Abramson, Staff
Attorney, at (202) 551-4969 or Matthew Crispino, Staff Attorney, at (202)
551-3456 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Mark Crone