United States securities and exchange commission logo
December 8, 2021
Sandro Piancone
Chief Executive Officer
Hempacco Co., Inc.
9925 Airway Road
San Diego, CA 92154
Re: Hempacco Co., Inc.
Draft Registration
Statement on Form S-1
Submitted November
12, 2021
CIK No. 0001892480
Dear Mr. Piancone:
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 S-1 submitted November 12, 2021
Cover Page
1. We note the second risk
factor on page 25. With a view toward disclosure, please tell us
whether you will be a
controlled company under applicable exchange rules, and, if so,
whether that status
creates material risks.
2. Please include
disclosure on the cover page that indicates the percentage of shares that
will be held by public
investors following the offering.
Sandro Piancone
FirstName
Hempacco LastNameSandro Piancone
Co., Inc.
Comapany8,
December NameHempacco
2021 Co., Inc.
December
Page 2 8, 2021 Page 2
FirstName LastName
Prospectus Summary, page 5
3. Please revise the disclosure in the summary to highlight your
disclosure that appears on
page 13 that the report of the independent registered public
accounting firm contains an
explanatory paragraph regarding your ability to continue as a going
concern. Also, revise
the summary to disclose your accumulated deficit.
Our Products, page 5
4. We note your disclosure in this section that you have entered into two
joint ventures and
your disclosure on page 39 that you currently have fifty percent
interests in joint ventures
that have launched two new brands, with rights of first refusal to
acquire the remaining
interests in these ventures. Please expand the disclosure in the
appropriate section to
discuss the material terms of the agreements underlying the joint
ventures. Also, file the
agreements as exhibits.
5. We note your disclosure in this section and your disclosure on pages
33-34 that you are
currently manufacturing hemp rolling papers for HBI International and
recently received
your largest purchase order to date for approximately $9.2 million
from HBI. Please
expand the appropriate section to clarify whether you have a written
agreement with HBI
and disclose, if applicable, the material terms of the agreement.
Also, file the agreement
as an exhibit.
Our ability to develop, commercialize and distribute hemp smokables products,
page 15
6. Please expand the disclosure in the appropriate section to discuss the
material terms of
your "joint venture with Hervey" mentioned on page 15. Also, file the
agreement
underlying the joint venture as an exhibit or tell us why you are not
required to file the
exhibit.
Use of Proceeds, page 29
7. We note your disclosure in this section that you plan to use 25% of
the net proceeds for
acquisitions. Please disclose whether you have any current plans,
arrangements or
agreements for any acquisitions.
8. If the proceeds of this offering would not provide sufficient funds to
complete the
purposes that you have highlighted, provide the disclosure required by
Instruction 3 to
Item 504 of Regulation S-K.
Technology & Intellectual Property, page 40
9. Please disclose the duration of the approved patent.
10. Please disclose the material terms, such as the termination terms, of
the license agreement
with Open Extracts. Also, file the agreement as an exhibit.
Sandro Piancone
Hempacco Co., Inc.
December 8, 2021
Page 3
Management, page 45
11. We note your disclosure about an independent director appointed to your
board of
directors effective automatically subject to, and immediately prior to,
the closing of this
offering. Please ensure that you file as an exhibit the independent
director's written
consent to be named as a director appointee in your registration
statement. Refer to Rule
438 of the Securities Act.
You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Melissa Gilmore,
Senior Accountant, at 202-551-3777 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
FirstName LastNameSandro Piancone
Division of
Corporation Finance
Comapany NameHempacco Co., Inc.
Office of
Manufacturing
December 8, 2021 Page 3
cc: Lance Brunson, Esq.
FirstName LastName