United States securities and exchange commission logo
May 24, 2022
Sandro Piancone
Chief Executive Officer
Hempacco Co., Inc.
9925 Airway Road
San Diego, CA 92154
Re: Hempacco Co., Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 3, 2022
File No. 333-263805
Dear Mr. Piancone:
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 April
18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 3, 2022
Cover Page
1. Please include all
non-Rule 430A information in your next amendment.
Our Corporate History and Structure, page 5
2. Please clarify the
reference to "functionally insolvent." Also revise the disclosure about
when the registrant
negotiated the acquisition of the Control Block to clarify whether
Green Globe indicated
in its publicly available reports that Green Globe was a shell
company.
Sandro Piancone
FirstName
Hempacco LastNameSandro Piancone
Co., Inc.
Comapany
May NameHempacco Co., Inc.
24, 2022
May 24,
Page 2 2022 Page 2
FirstName LastName
Summary of Risk Factors, page 9
3. We note your response to prior comment 3. Please provide more
prominent disclosure
about the risks associated with being a controlled company in this
section and in the Risk
Factors section beginning on page 11. For example, we note the last
bullet point on page
10 that you were majority-owned prior to the offering appears to be
the only risk factor in
the summary that highlights the risks associated with being a
controlled company. Also
revise the disclosure in the bullet point to clarify whether you will
be a controlled
company after this offering. In addition, include new bullet points in
the Summary of Risk
Factors section to prominently disclose the material risks mentioned
in the second risk
factor on page 24 that your key officers and directors are able to
control the election of
GGII's board of directors and that they are able to control the
election of the members of
your board of directors and exercise control over the affairs of the
company. As another
example, include a bullet point in the Summary of Risk Factors section
to highlight that
conflicts of interest may arise as a result of such control as
mentioned in the third risk
factor on page 24.
Management's Discussion and Analysis of Financial Condition, page 31
4. Please update the disclosure in this section to the extent applicable.
For example, we note
that you state on page 67 that in April the company sold 208,000
shares of common stock
at $2.00 per share. Also, revise page 67 to state briefly the facts
relied upon to make the
exemption available for the 208,000 shares sold in April.
Business, page 36
5. We note your response to prior comment 6. Please revise the disclosure
in the appropriate
section to discuss, if applicable, a broker was granted 100 millions
warrants to purchase
common stock of Green Globe in connection with your relationship with
HBI. In this
regard, we note the reference in the broker agreement filed as exhibit
10.39 to the
company shall grant 100,000,000 warrants in Green Globe as "a bonus
for bringing HBI
International in as a client." Also, ensure that you have updated the
disclosure throughout
your filing to the extent practicable. For example, we note the
disclosure on page 36 of
this filing and on page 34 of your draft registration statement
amended on December 23,
2021 that "We recently received our largest purchase order to date for
approximately $9.2
million from HBI" and that "we are currently negotiating a supply and
manufacturing
agreement with HBI.
Certain Relationships and Related Party Transactions, page 49
6. We note your response to prior comment 7. Please revise page 50 to
disclose when in
February 2021 the company acquired the Control Block of Green Globe.
Also, disclose
the principle followed in determining the terms of the share exchange
agreement. In this
regard , we note the disclosure that 18,395,532 shares of common stock
were exchanged
for approximately 70.3 billion common shares of Green Globe on May 21,
2021 and that a
Sandro Piancone
Hempacco Co., Inc.
May 24, 2022
Page 3
substantial amount of the 18.4 million shares were issued for rent, fees,
services, etc.
based on a price of $1 per share as of May 21, 2021 in view of the
disclosure on page 66.
Lock-Up Agreements, page 61
7. Please revise the disclosure in the first sentence of this section to
discuss in greater detail
the "certain exceptions" such as which exceptions and the period of time
for such
exceptions. In this regard, we note the reference on page 61 to the
agreement "subject to
certain exceptions (the "Lock-Up Period.")." Also, please file as
exhibits the lock-up
agreements mentioned in this section.
Financial Statements, page F-1
8. Please update your financial statements and related financial information
throughout in
accordance with Rule 8-08 of Regulation S-X.
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
May 24, 2022 Page 3
cc: Lance Brunson, Esq.
FirstName LastName