United States securities and exchange commission logo
March 30, 2022
Kong Hian Lee
Chief Financial Officer
HF Foods Group Inc.
19319 Arenth Avenue
City of Industry, CA 91748
HF Foods Group Inc.
Re: HF Foods Group Inc.
Form 10-K for the
Year Ended December 31, 2020
Filed March 16,
2021
File No. 001-38180
Dear Mr. Lee:
We have reviewed your March 14, 2022 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
December 22, 2021 letter.
Response to Comments Filed on March 14, 2022
Combination with B&R Global, page 2
1. Refer to your response
to comment 1. To help us better understand your analysis in
regard to the
accounting acquirer, please provide us with the following information.
A. In regard to why you
believe the voting interest is neutral and the minority block is in
favor of HF Foods as
shown in the chart on page 4, please provide the following:
A diagram that
identifies all ownership interests and the level of the interests in HF
Foods and B&R
Global, respectively, immediately prior to the merger, including the
type(s) and class
of shares, voting rights for each class, and other rights held by the
Kong Hian Lee
FirstName LastNameKong Hian Lee
HF Foods Group Inc.
Comapany
March NameHF Foods Group Inc.
30, 2022
March2 30, 2022 Page 2
Page
FirstName LastName
shareholders directly and indirectly in each entity. Identify any
parties for each entity
that are related and if there were any related parties between
the entities.
A diagram identifying all ownership interests and the level of
the interests in the
combined entity after the merger, including the type(s) and class
of shares, voting
rights for each class, and other rights held by the shareholders
directly and indirectly
in the combined company. If not clear from the diagram, specify
which interests are
those of HF Foods and B&R Global, and identify any parties that
are related.
Description and details of any voting agreements between and
voting rights of any
parties before and after the merger, written or otherwise.
A diagram that identifies all ownership interests and the level
of the interests in Spot
Light immediately before and after the merger. Provide details of
any voting
agreements/rights of the members immediately before and after the
merger. Identify
any parties that are related. Tell us how the voting rights for
the membership units
held in Spot Light were exercised for the common shares held by
Spot Light in the
combined company after the business combination. Also, tell us if
anyone was
appointed as the manager of Spot Light, and if so, the level of
control of Spot Light
by this person immediately before and after the merger.
A diagram that identifies all ownership interests and the level
of the interests in B&R
Group Realty immediately before and after the merger and on the
date this entity was
acquired by the combined company on January 17, 2020. Provide
details of any
voting agreements/rights of the members immediately before and
after the merger, as
well as the level of control held by Mr. Zhang as the manager of
B&R Group Realty.
Identify any parties that are related.
Identify specific filings/submissions made to the Commission,
for example, on Form
13D, in proxy statements, Form 8-K, that evidences and
corroborates the information
in the preceding bullets. If any of the information above differs
from information
previously filed/submitted, please explain the reason for the
difference. If
information related to any of the above had not been previously
filed/submitted,
please explain the reason why.
B. Please explain to us what is meant by all of the shares held by
Spot Light were
distributed to its members on March 17, 2020 and why this is
relevant to
the determination of the accounting acquirer at the time of the merger
between B&R
Global and HF Foods.
C. The chart on page 4 denotes board representation is in favor of HF
Foods because, as
you state, three of the board members in the combined company were
former
board members of HF Foods before the merger. You state HF Foods and
B&R Global
shareholders each were entitled to select two members of the board,
with the fifth
member to be jointly agreed upon by the respective groups. Please tell
us which board
members were selected by each group and which board member was jointly
selected. If B&R Global jointly agreed to select a former HF Foods
board member,
explain to us the basis for doing so and why this doesn t result in
a neutral factor.
Also tell us if any agreements, written or otherwise, existed between
any parties in
Kong Hian Lee
HF Foods Group Inc.
March 30, 2022
Page 3
selecting the board members, and if so, the nature of such and how
they were carried
out.
You may contact Robert Shapiro at (202) 551-3273 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameKong Hian Lee Sincerely,
Comapany NameHF Foods Group Inc.
Division of
Corporation Finance
March 30, 2022 Page 3 Office of Trade &
Services
FirstName LastName