United States securities and exchange commission logo
August 10, 2023
Jonathan Evans
Chief Executive Officer
1397468 B.C. Ltd.
300 - 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5
Re: 1397468 B.C. Ltd.
Amendment No. 1 to
Draft Registration Statement on Form 20-F
Submitted July 14,
2023
CIK No. 0001966983
Dear Jonathan Evans:
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. Our references to prior comments refer to comments in our
April 4, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Exhibits, page 103
1. We note your response
to prior comment 2 indicating that you have filed eight consents
as Exhibits 15.2 to
15.9, of the third party qualified persons.
However, while Exhibit
15.9 is identified in your list of exhibits and in the consent header
as the consent of
Industrial Turnaround Corporation, the language of consent states that
it is being signed on
behalf of M3 Engineering & Technology Corporation.
Please obtain and file
a consent that is signed on behalf of Industrial Turnaround
Corporation.
Jonathan Evans
FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
Comapany
August 10, Name1397468
2023 B.C. Ltd.
August
Page 2 10, 2023 Page 2
FirstName LastName
2. We note your response to prior comment 11. Please provide your
analysis of why you
believe the agreements relating to the royalty provisions are not
material contracts.
Financial Statements
Pro Forma Financial Statements, page F-43
3. We understand that although 1397468 B.C. Ltd. was formed on January
23, 2023, you
have associated historical columnar details on pages F-42, F-43, and
F-44 with this
entity, covering balances as of March 31, 2023, and activity for the
year ended December
31, 2022 and the quarter ended March 31, 2023, which appears to be
somewhat
inconsistent with its limited period of existence.
We also note your disclosure on page F-47, advising investors that
your pro forma
information should be read in conjunction with "...the audited
financial statements of New
LAC as at March 31, 2023 and for the period from incorporation on
January 23, 2023 to
March 31, 2023," although these have not been included in your
registration statement. It
appears that you should include these financial statements in your
registration statement.
Please address Instruction 1 to Item 8 of Form 20-F, as it pertains to
the registrant,
also considering General Instruction B(d) to Form 20-F and the
guidance pertaining to
recently formed entities in Rule 3-01(a) of Regulation S-X. Please
also revise the
columnar labeling and any associated disclosures in the pro forma
presentation as
necessary to specify the periods for which historical financial
information of 1397468
B.C. Ltd. (or New LAC) has been included.
4. We note your disclosure on page F-48 explaining that you have not
provided pro forma
adjustments for "other things," which you indicate would encompass
autonomous entity
adjustments necessary to reflect changes in the cost structure
associated with maintaining
an independent corporation function as a separate public company and
the impact of the
Transitional Services Agreement with the parent entity that you will
establish prior to
completing the spin-off.
Please address the requirements in Rule 11-02(a)(6)(ii) of Regulation
S-X, and the
associated guidance in Rule 11-01(a)(7), which requires that you
include autonomous
entity adjustments in presenting pro forma information when these are
necessary to reflect
the operations and financial position of the company as an autonomous
entity.
If you do not believe the adjustments would be material, expand your
disclosures to
clarify your expectations and the underlying basis for this
assessment. Please also expand
your disclosures to explain how costs to be incurred under the
Transition Services
Agreement compare to the historical allocated costs once the terms
have been established.
Jonathan Evans
1397468 B.C. Ltd.
August 10, 2023
Page 3
5. Given that you expect to account for the reorganization on a historical
cost basis and have
not presented share and per share details in the carve-out financial
statements, please
expand Note 4 and Note 5 on pages F-50 and F-51 to include pro forma
basic and diluted
share and per share details for each period covered by the financial
statements on page F-
3.
You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl
Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding comments on
engineering
matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610.
Please contact
Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Staff
Attorney, at (202) 551-
3574 with any other questions.
Sincerely,
FirstName LastNameJonathan Evans
Division of
Corporation Finance
Comapany Name1397468 B.C. Ltd.
Office of Energy &
Transportation
August 10, 2023 Page 3
cc: James Guttman, Esq.
FirstName LastName