SEC Comment Letter for Hero Technologies Inc. (HENC) (CIK 0001324736) — Jan 26, 2022
Hero Technologies Inc. (HENC) (CIK 0001324736)
Date: Jan. 26, 2022 · CIK: 0001324736 · Accession: 0000000000-22-001076
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File numbers found in text: 333-261062
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United States securities and exchange commission logo
January 26, 2022
Gina Serkasevich
Chief Executive Officer, Director
Hero Technologies Inc.
310 Commons Trail Ln
Huffman, TX 77336
Re:Hero Technologies Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 13, 2022
File No. 333-261062
Dear Ms. Serkasevich:
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 December 9, 2021 letter.
Form S-1 Amendment 1 filed January 13, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24
1.In response to comment 4, we note you provided expanded disclosures for the nine month
period ended September 30, 2021 versus 2020 that are responsive to the comment. Please
provide similar disclosures for the comparison of results of operations for the years ended
December 31, 2020 and 2019.
Business, page 31
2.In response to comment 8 you revised page 31 to disclose that the company assumed all
liabilities with respect to assigned contracts as part of the acquisition of Veteran Hemp
FirstName LastNameGina Serkasevich
Comapany NameHero Technologies Inc.
January 26, 2022 Page 2
FirstName LastName
Gina Serkasevich
Hero Technologies Inc.
January 26, 2022
Page 2
Co. Please describe, and quantify the liabilities assumed with respect to assigned
contracts, to the extent material.
Executive Compensation, page 33
3.We note your response to comment 10. Please update to provide
executive compensation disclosure for the fiscal year ended December 31, 2021. See Item
402(n) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-8
4.You disclose ownership of wholly-owned subsidiaries MassCannabis LLC and Mile High
Green LLC without providing any descriptive information about the subsidiary. Please
expand your disclosure here and on pages F-15 and F-20 to provide sufficient detail to
understand the nature and operations of these entities.
Interim Financial Statements, page F-16
5.We note you have updated your financial statements for the period ending September 30,
2021 and September 30, 2020. However, several line item values presented in the interim
financial statements for the period ended September 30, 2020 are identical to the line
items for the period ending June 30, 2020 as presented in your registration statement filed
on November 12, 2021. Please revise or advise.
Also revise your Consolidated Statement of Operations and Comprehensive Loss to
specify the period included in the financial statements (quarter or nine months ended).
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Joseph
Klinko, Staff Accountant, at (202) 551-3824 if you have questions regarding comments on the
financial statements and related matters. Please contact Cheryl Brown, Law Clerk, at (202) 551-
3905 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: William Hart