United States securities and exchange commission logo
August 2, 2022
Sandro Piancone
Chief Executive Officer
Hempacco Co., Inc.
9925 Airway Road
San Diego, CA 92154
Re: Hempacco Co., Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed July 25, 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 June
29, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 25,
2022
The offering price of the primary offering and resale offering could
differ, page 24
1. Please revise the
disclosure in this new risk factor to highlight the extent to which the
selling shareholders
acquired the securities in the company at a price below the initial
public offering price
and describe how you determined the proposed public offering price
in light of the fact
that you recently sold securities in private transactions at a significant
discount to the public
offering price.
Principal Shareholders, page 53
2. Please ensure that the
disclosures in your Principal Shareholders table and your Selling
Stockholder tables are
consistent. For example, it appears from the Selling Stockholder
Sandro Piancone
Hempacco Co., Inc.
August 2, 2022
Page 2
table in your Resale Prospectus that Nery's Logistics, Inc. is the
beneficial owner of
2,000,000 shares of your common stock. However, Nery's Logistics, Inc. is
not mentioned
in the Principal Shareholders table in your Public Offering Prospectus.
3. Please identify the natural person or persons having voting/and or
investment control over
Nery's Logistics, Inc.
Financial Statements
Notes to Consolidated Financial Statements
Note 1 - Organization, Business and Liquidity
Organization and Operations, page F-25
4. We note that you entered into agreements for two joint ventures in 2022
with CCCC and
Stick-It Labs. As these are joint venture agreements where other parties
continue to hold
ownership percentages and ASC 805-10-15-4a specifically states that ASC
805 does not
apply to the formation of joint ventures, it is unclear how these meet
the definition of
business combinations under ASC 805. Further, your financial statements
do not appear
to reflect these as business combinations. In this regard, please revise
your financial
statements to expense these costs as noted in our previous comment 7.
General
5. Please revise the disclosure in the Selling Stockholders section of your
Resale Prospectus
to indicate the nature of any position, office, or other material
relationship which the
selling stockholders has had with within the past three years with the
registrant or any of
its predecessors or affiliates.
You may contact Heather Clark at 202-551-2624 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tom Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
FirstName LastNameSandro Piancone
Division of
Corporation Finance
Comapany NameHempacco Co., Inc.
Office of
Manufacturing
August 2, 2022 Page 2
cc: Lance Brunson, Esq.
FirstName LastName