United States securities and exchange commission logo
March 14, 2022
Yftah Ben Yaackov
Chief Executive Officer
BYND Cannasoft Enterprises Inc.
7000 Akko Road
Kiryat Motzkin
Israel
Re: BYND Cannasoft
Enterprises Inc.
Amendment No. 1 to
Draft Registration Statement on Form 20-F
Submitted February
23, 2022
CIK No. 0001888151
Dear Mr. Ben Yaackov:
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. References to our prior comments refer to our letter dated
February 10, 2022.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Risk Factors
We are filing this registration statement on a voluntary basis ..., page
25
1. We note your response
to prior comment 4 regarding your ability to terminate your
voluntary registration
under Section 12(g) of the Exchange Act. Please clarify that your
ability to voluntarily
terminate the registration of your common stock is dependent on
SEC rules regarding the
location of your primary trading market, the trading volume of
your shares in the
United States, the size and residency of your shareholders of record, the
maintenance of a
listing on a foreign stock exchange prior to deregistration, and other
factors. Refer to
Exchange Act Rule 12h-6. Further, please clarify if you deregister your
Yftah Ben Yaackov
FirstName LastNameYftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
Comapany
March NameBYND Cannasoft Enterprises Inc.
14, 2022
March2 14, 2022 Page 2
Page
FirstName LastName
common stock, your shareholders may suffer from liquidity issues that
may result in the
decrease in value of such securities.
Executive Compensation, page 55
2. We note your response to prior comment 19 and it is still unclear what
periods are
measured in your summary compensation table. You list compensation for
2022 for your
named executive officers and your response letter indicates that it
represents the most
recent fiscal year. However, we note that your most recently completed
fiscal year is
December 31, 2021. If you are voluntarily provided year-to-date actual
compensation
paid for 2022, please provide the specific periods measured. If you
are providing the
anticipated compensation for 2022, please remove these figures from
the summary
compensation table, as it should only include historical compensation
earned by your
named executive officers. You may provide 2022 compensation
arrangements in
disclosure outside of the summary compensation table.
3. We note your response to prior comment 20 regarding your anticipated
employment
arrangements with Messrs. Maram, Ben Yaackov and Tal and the removal
of the expected
amounts of compensation to be paid to them if certain funding amounts
are raised. While
you indicate that these are not formal agreements, please clarify if
there is an
understanding and expectation that you will pay these amounts to
Messrs. Maram, Ben
Yaackov and Tal under certain circumstances. If so, please disclose
these amounts and
describe under what circumstances the will be paid.
Financial Statements
Note 3 - Significant Accounting Policies
e. Significant estimates and assumptions
Revenue recognition, page F-19
4. We note from your revised disclosure made in response to comment 24
that significant
judgment underlies your recognition of revenue. Please disclose those
significant
judgments made in applying IFRS 15 as required by paragraphs 110.b and
123 of
IFRS 15.
5. Further your revised disclosure made in response to comment 24
indicates that you use
input methods to measure progress toward measuring satisfaction of
your performance
obligations underlies your recognition of revenue. Please provide
descriptions of those
input methods as well as explanation why those methods used provide
faithful depiction
of the transfer of goods and services as required by paragraphs 124(a)
of IFRS 15.
Note 3 - Acquisitions
Acquisition of B.Y.B.Y., page F-48
6. We have considered your response to comment 25. We note from pages 53,
F-7 and F-
48 that, on March 29, 2021, the former owners of B.Y.B.Y. Investment
and Promotions
Yftah Ben Yaackov
FirstName LastNameYftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
Comapany
March NameBYND Cannasoft Enterprises Inc.
14, 2022
March3 14, 2022 Page 3
Page
FirstName LastName
Ltd. (B.Y.B.Y.)(Cannasoft) obtained a majority (54.58%) ownership
interest in and
apparent control of BYND Israel via the Cannasoft Acquisition. Explain
for us in
reasonable detail how you applied the specific guidance of IFRS 10 and
thereby
determined that BYND Israel was the accounting acquirer in the
Cannasoft Acquisition.
7. We further note from your response to comment 25 your determination
that. B.Y.B.Y.
(Cannasoft) did not, on March 29, 2021, constitute a business in
accordance with IFRS 3.
Tell us in this regard how B.Y.B.Y. came to hold accounts receivable
and owed trade
payables prior to the March 29, 2021 Cannasoft Acquisition. Citing
applicable
authoritative accounting literature, explain for us how you applied
guidance of paragraphs
3, B5 through B12 of IFRS 3 in your determination that B.Y.B.Y. was
not a business.
8. We have considered your response to comment 26 and note that the fair
value of
intangible assets obtained through the Cannasoft Acquisition was based
on the valuation
report prepared by designated professional valuator Sequeira Partners.
We further note
that management is ultimately responsible for its accounting estimates
and accounting
practices. Tell us and disclose the methodologies employed and the
underlying material
assumptions used to determine the valuation of each material
intangible asset acquired.
Tell us how management determined how such methodologies and
underlying
assumptions were appropriate. Tell us and disclose B.Y.B.Y.'s
(Cannasoft's) pre-
Cannasoft Acquisition historical basis in its intangible assets.
9. We note from your risk factor disclosure on the bottom of page 14 that
you have
no assurance that you will be able to obtain all necessary licenses
and certifications
required to operate your cannabis business as contemplated. Neither do
you have any
guarantee that those licenses and certifications will be extended or
renewed when
required. Given such uncertainty and the early stage of B.Y.B.Y.'s
(Cannasoft's)
operations at the time of the Cannasoft Acquisition, tell us how you
determined that the
fair value of your initial licenses could be reliably estimated as
required by paragraph 10
of IFRS 2.
General
10. We note your response to prior comment 13 and the filing of Exhibit
4.7, the license
assignment agreement from Ms. Brzezinski to Cannasoft, and Exhibit
4.9, the primary
growing license for medical cannabis. Exhibit 4.9 indicates that the
primary license
expires October 12, 2021. Please clarify whether this license was
renewed and disclose
the renewal procedures. If there is an updated license, please file
the license as an
exhibit. Further, we note that the license was entered into or renewed
with October 12,
2020 listed as the authorization grant date and Ms. Bzezinkski as the
applicant name. The
license indicates that authorization is non-transferable and advanced
written approval is
need for change in ownership or change in the controlling
shareholders, managers or
authorized signatories. Please clarify whether you have received such
advanced written
approvals given the assignment and subsequent change of control of
Cannasoft. Please
also clarify if a 5% change in ownership of you, as the parent company
of Cannasoft,
Yftah Ben Yaackov
BYND Cannasoft Enterprises Inc.
March 14, 2022
Page 4
would result in requiring advanced written approvals from Israeli
authorities. If there is
uncertainty as to whether the assignment, the purchase of Cannasoft or
your activities to
go public on U.S. markets may impact your primary or any other future
licenses, please
clarify and address in a risk factor.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 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 Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
FirstName LastNameYftah Ben Yaackov
Division of
Corporation Finance
Comapany NameBYND Cannasoft Enterprises Inc.
Office of
Technology
March 14, 2022 Page 4
cc: Louis A. Brilleman, Esq.
FirstName LastName