SEC Comment Letter for Mynd.ai, Inc. (MYND) (CIK 0001708441) (MYND) — Nov 15, 2017
Mynd.ai, Inc. (MYND) (CIK 0001708441)
Date: Nov. 15, 2017 · CIK: 0001708441 · Accession: 0000000000-17-040303
AI Filing Summary & Sentiment
Letter
Mail Stop 3720 August 3, 2017 Yanlai Shi Chief Executive Officer RYB Education, Inc. 4/F No.29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China
Re: RYB Education, Inc. Amendment No. 1 to Draft Registration Statement on Form F -1 Submitted July 28, 2017 CIK No. 0001708441
Dear Ms. Shi :
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 informat ion 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 bel ieve 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.
Liquidity and Capital Resources
Cash Fl ows and Working Capital, page 82
1. We note your response to comment 13 and your revised disclosure on page 82, including your statement that you expect to invest substantially all of the proceeds from this offering in your PRC operations. As it appears you are only able to provide funding to your PRC subsidiaries through loans and capital contributions, please quantify the amount of loans and capital contributions you may currently make under the applicable PRC regulations to each of your PRC subsidiaries as compared to the total amount of proceeds you anticipate receiving from this offering.
Yanlai Shi RYB Education, Inc. August 3, 2017 Page 2
Revenue Rec ognition, page F -19
2. We note your response to comment 17. As requested previously, please disclose your method of accounting for tuition refunds in your revenue recognition policy.
3. We note your response to comment 19. As requested previously, please d isclose in your revenue recognition policy that you recognized revenue net of VAT tax for revenue generated from play -and-learn centers services, franchising fees, sale of educational merchandize and training services.
You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and related matters. Please contact Joshua Shainess, Attorney -Adviser, at (202) 551 -7951 or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
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Mail Stop 3720 August 3, 2017 Yanlai Shi Chief Executive Officer RYB Education, Inc. 4/F No.29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China Re: RYB Education, Inc. Amendment No. 1 to Draft Registration Statement on Form F -1 Submitted July 28, 2017 CIK No. 0001708441 Dear Ms. Shi : 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 informat ion 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 bel ieve 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. Liquidity and Capital Resources Cash Fl ows and Working Capital, page 82 1. We note your response to comment 13 and your revised disclosure on page 82, including your statement that you expect to invest substantially all of the proceeds from this offering in your PRC operations. As it appears you are only able to provide funding to your PRC subsidiaries through loans and capital contributions, please quantify the amount of loans and capital contributions you may currently make under the applicable PRC regulations to each of your PRC subsidiaries as compared to the total amount of proceeds you anticipate receiving from this offering. Yanlai Shi RYB Education, Inc. August 3, 2017 Page 2 Revenue Rec ognition, page F -19 2. We note your response to comment 17. As requested previously, please disclose your method of accounting for tuition refunds in your revenue recognition policy. 3. We note your response to comment 19. As requested previously, please d isclose in your revenue recognition policy that you recognized revenue net of VAT tax for revenue generated from play -and-learn centers services, franchising fees, sale of educational merchandize and training services. You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and related matters. Please contact Joshua Shainess, Attorney -Adviser, at (202) 551 -7951 or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director AD Office 11 – Telecommunications