United States securities and exchange commission logo
July 23, 2021
Stefan Berndt-von B low
Chief Financial Officer
Mynaric AG
Dornierstra e 19
82205 Gilching, Germany
Re: Mynaric AG
Draft Registration
Statement on Form F-1
Submitted June 24,
2021
CIK No. 0001850453
Dear Mr. Berndt-von B low:
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.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1. Please disclose the
basis for your statement that you are a leading developer and
manufacturer of laser
communication technology for aerospace communications networks
in government and
commercial markets. Clarify the criteria on which you based this
statement, such as
revenue or number of customers or market share.
2. Please define RF,
DLR, DARPA, SDA, "FTE" and any other terms that may help
investors fully
understand your business.
Stefan Berndt-von B low
FirstName LastNameStefan Berndt-von B low
Mynaric AG
Comapany
July NameMynaric AG
23, 2021
July 23,
Page 2 2021 Page 2
FirstName LastName
3. Please revise your prospectus summary to disclose that your existing
shareholders will
continue to have significant control over the company after this
offering and that their
interests may conflict with other shareholders. Highlight the
beneficial ownership
percentage of your founders, members of your management and
supervisory boards, and
significant shareholders.
4. Please disclose that you are still in the pre-production phase and
that you expect to incur
significant expenses related to the development of your technology and
products,
marketing activities and general and administrative functions. Also
disclose that you
currently rely on external financing and will continue to rely on
external financing to
cover these expenses and prepare for serial production of your
flagship products.
Risk Factors
We may face a long sales cycle..., page 22
5. Please disclose the average length of your sales cycle.
We depend on third-party suppliers to provide us with components for our
products..., page 23
6. Please revise here or elsewhere to quantify the specific impacts you
have experienced to
your business and results of operations resulting from the COVID-19
pandemic.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Results of Operations, page 57
7. Please revise to disclose the total number of customers for each
period presented. Also
include the number of government customers versus commercial
customers. To the extent
material, disclose here or elsewhere the portion of your revenue
generated by sales to
governmental entities directly and through your partners.
Results of Operations, page 61
8. We note you present the reportable operating segments Air and Space in
accordance with
IFRS 8. Please revise to discuss the segment measure of profit or loss
for each of your
reportable segments. Please also revise segment-level disclosures to
identify, quantify, and
analyze each material factor underlying changes in results, including
when such factors
offset each other. For example, in regards to revenues, quantify the
number of terminals
sold for each segment and discuss revenues related to development and
training
services. See Item 303(b) of Regulation S-K.
Underwriting, page 159
9. Please revise to disclose the exceptions to the lock-up agreements.
Identify the existing
shareholders who have agreed to the lock-up provision.
Stefan Berndt-von B low
FirstName LastNameStefan Berndt-von B low
Mynaric AG
Comapany
July NameMynaric AG
23, 2021
July 23,
Page 3 2021 Page 3
FirstName LastName
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the
year ended
December 31, 2020, page F-3
10. We note in your disclosure on pages 60 and F-7 that you have presented
your expenses by
nature. However, it appears you have presented on the face of your
Consolidated
Statement of Profit or Loss and Other Comprehensive Income your
expenditures by
nature, and these expenditures will be expensed over time frames that
exceed the current
reporting period. Please revise your statement of profit or loss to
present your expenses
either by nature or function. Specifically address paragraph 3.4 of
the IFRS Conceptual
Framework for Financial Reporting (2018) and paragraphs 82 and 99 of
IAS 1 in your
response.
Note 3.2 Accounting Policies
(b) Revenue Recognition, page F-8
11. Please provide sufficient detail to clarify the significant payment
terms, nature and timing
of your performance obligations for goods and services arising from
your contracts with
customers, as well as any significant judgments and practical
expedients in the application
of IFRS 15. For instance, clarify the point in time when your
customers have the ability to
direct the use of, and obtain substantially all of the remaining
benefits from, the
transferred terminal(s). Refer to paragraphs 119, 123 and 129 of IFRS
15.
(d) Government Grants, page F-9
12. Please explain whether and how you determined that the government
grants were more
appropriately in scope of IFRS 15 or IAS 20. Furthermore, please
revise your
disclosures, as applicable, to clarify your accounting of the
government grants.
(f) Intangible Assets, page F-10
13. Please revise your disclosure to clarify how all conditions for
capitalization have been
fulfilled for both the CONDOR inter-satellite link terminal and the
HAWK AIR airborne
terminal in accordance with paragraph 57 of IAS 38.
Note 20. Inventories, page F-32
14. Please disclose the amount of inventories recognized as an expense for
each period
presented. Refer to paragraph 36(d) of IAS 2.
Signatures, page II-4
15. Form F-1 requires that at least a majority of the board of directors
or persons performing
similar functions sign the registration statement. Please confirm that
you will include the
signatures of at least a majority of the supervisory board.
Stefan Berndt-von B low
FirstName LastNameStefan Berndt-von B low
Mynaric AG
Comapany
July NameMynaric AG
23, 2021
July 23,
Page 4 2021 Page 4
FirstName LastName
Exhibits
16. Please file your service agreements with members of the management
board and the
Option Agreement with Bulent Altan as exhibits to the registration
statement. See Item
601(b)(10) of Regulation S-K.
General
17. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 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
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Krystian Czerniecki