United States securities and exchange commission logo
July 13, 2022
Aneil Manhas
Chief Executive Officer
Bruush Oral Care Inc.
30 Wellington Street West, 5th Floor
Toronto, ON M5L 1E2
Canada
Re: Bruush Oral Care
Inc.
Registration
Statement on Form F-1
Filed July 1, 2022
File No. 333-265969
Dear Mr. Manhas:
We have reviewed your 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.
Registration Statement on Form F-1
The Opportunity, page 3
1. We note your response
to comment 1 in our June 10, 2022 letter and re-issue. In the filing
itself, please identify
which studies have shown that brushing with an electric toothbrush
is superior to using a
manual brush and which independent studies have shown that over
40% of people do not
change their toothbrush or the brush head at least once every three
months[.]"
Capitalization, page 21
2. We note that you have
modified the exercise price terms for the unit warrants and that you
also intend to offer
warrants separately that may qualify for the issuance of additional
Aneil Manhas
Bruush Oral Care Inc.
July 13, 2022
Page 2
warrants due to dilution. Please include these instruments in the
table and disclose the
accounting for each set of warrants. As part of your response, provide
us with your
analysis of the terms of these warrants under the accounting guidance
in IAS 32.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 27
3. We re-issue comment 15 in our letter dated April 28, 2022 and comment
3 in our letter
dated June 10, 2022. Please expand your discussion and analysis of
revenues for each of
the comparative periods presented in this section to quantify the
extent to which changes
in volume, pricing and mix of products (i.e., starter kits versus
refill kits) sold had on
revenues. Refer to Item 303(b)(2)(iii) of Regulation S-K and Sections
501.04 and 501.12
of the Financial Reporting Codification. In this regard, we noted no
changes to your
analysis of revenues for each of the comparative periods presented in
this section.
Address this comment to your analysis of January 31, 2021 to January
31, 2020.
4. We reissue comment 4 in our letter dated June 10, 2022. In this
regard, your analysis of
the decline in gross profit margin for the October 31, 2021 period as
compared to the
October 31, 2020 period indicates that the only impact is multiple
flash sales and
influencer collaborations. However, it would appear that the change in
mix of products
also materially impacted your gross profit margin per your disclosures
on page 27. Please
provide a discussion and analysis of all material factors impacting
the decline in gross
profit margin. When there are multiple factors, quantify the extent to
which each factor
contributed to the decline. Address this comment to your analysis of
January 31, 2021 to
January 31, 2020.
5. We note the disclosures you provided on page 29 in response to comment
5 in our letter
dated June 10, 2022. Please expand the three factors disclosed to
provide company-
specific information to better support the significant increase in
share price within a one
month span. For example, explain what you mean by improved general
market sentiment
and how that flowed through to your business. Also, disclose the
amount by which
revenues increased and what specifically resulted in you being in a
stronger capital
position.
Notes to the Financial Statements
2. Basis of Presentation
Basis of Presentation and Statement of Compliance, page F-8
6. Please expand your disclosures to address the guidance in IAS 1.36.
7. Please include financial statements, which may be unaudited, for the
comparable prior
FirstName LastNameAneil Manhas
year period for the transition period (i.e., nine-months ended October
31, 2020), or a
Comapany NameBruush
footnote Oral Care
giving specified Inc.
information for this comparable period,
which may be
July 13,unaudited.
2022 PageRefer
2 to SEC Release No. 33-6823.II.A.4. for guidance.
FirstName LastName
Aneil Manhas
FirstName
Bruush OralLastNameAneil Manhas
Care Inc.
Comapany
July NameBruush Oral Care Inc.
13, 2022
July 13,
Page 3 2022 Page 3
FirstName LastName
3. Summary of Significant Accounting Policies and Use of Estimates and
Judgments
Critical accounting estimates and significant management judgments
Fair value of Class B common shares, page F-14
8. We note your response to comment 12 in our letter dated June 10, 2022.
It is unclear how
you concluded that there were not changes to your business such that
the fair value of the
shares price at August 2020 is reflective of the fair value of the
share price at October 31,
2021, given the significant increase in your revenues and the
significant decline in net
loss. In this regard, we note your disclosures you provided on page 29
in response to
comment 5 in our letter dated June 10, 2022. As previously requested,
please include a
discussion of the significant estimates, assumptions and judgments you
made in
estimating the fair value of the warrants and underlying Class B
common shares. If you
continue to believe that the fair value of the Class B common shares
remains unchanged
since August 2020, disclose your conclusion and provide the specific
facts and
circumstances in your business and financial information that supports
your conclusion.
15. Segmented Information, page F-22
9. We note your response to comment 13 in our letter dated June 10, 2022.
It remains
unclear how management concluded that disclosures of the revenue
recognized for your
two product offerings is not required to be provided. In this regard,
we note the
following:
Management reviews the monthly sales for the toothbrush kits as
compared to the
toothbrush heads.
The revenue trends for the two product offerings are materially
different.
The gross margins for the two product offerings are materially
different.
The nature of the products are materially different with the
toothbrush heads being
disposable items that require repurchasing on a regular basis.
As such, we continue to request that you provide the amount of revenue
recognized for
your two product offerings for each period presented under IFRS 8.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tracey Houser at 202-551-3736 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Christopher Edwards at 202-551-6761
with any other
questions.
Aneil Manhas
Bruush Oral Care Inc.
July 13, 2022
Page 4
Sincerely,
FirstName LastNameAneil Manhas
Division of Corporation Finance
Comapany NameBruush Oral Care Inc.
Office of Life Sciences
July 13, 2022 Page 4
cc: Lahdan S. Rahmati
FirstName LastName