SEC Company Response from Betterware de Mexico, S.A.B. de C.V. (BWMX) (CIK 0001788257) (BWMX) — Jan 10, 2020
Betterware de Mexico, S.A.B. de C.V. (BWMX) (CIK 0001788257)
Date: Jan. 10, 2020 · CIK: 0001788257 · Accession: 0001104659-20-002994
AI Filing Summary & Sentiment
File numbers found in text: 333-233982
Letter
United States Securities and Exchange Commission Division of Corporation Finance Attention: Katherine Bagley Re: Betterware de Mexico, S.A. de C.V. Amendment No. 3 to Registration Statement on Form F-4 Filed January 7, 2020 File No. 333-233982
Dear Ms. Bagley:
On behalf of Betterware de Mexico, S.A. de C.V. (the “Company”), we are hereby responding to the letter, dated January 9, 2020 (the “Comment Letter”), from the Division of Corporation Finance, Office of Trade & Services (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration Statement on Form F-4 (the “Registration Statement”) filed on January 7, 2020. In response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”) with the Commission, today.
For ease of reference, the text of the Staff’s comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response. Unless otherwise indicated, page references in the description of the Staff’s comment refer to Amendment No. 3, and page references in the Company’s response refer to Amendment No. 4. All capitalized terms used and not otherwise defined herein have the meanings set forth in the Registration Statement.
Amendment No. 3 to Registration Statement on Form F-4 filed January 7, 2020
Recent Developments Related to Betterware
Launch of web app platform, page 26
1. We note your response to comment 2, and your amended disclosure that "Betterware will deliver goods through its distribution network by connecting clients that want to purchase products directly through the web app platform to Betterware's distribution network via the globalization of the potential clients and the distribution network." It is unclear from this statement how the web app platform connects the consumer directly with Betterware's network of distributors. Please amend your filing to explain how the app connects consumers to the distribution network. For example, disclose whether all distributors have access to the app, and the mechanism by which Betterware determines how and through which distributors it will deliver goods purchased by consumers.
Response: In response to the Staff’s comment, the Company has removed disclosure regarding the web app platform from Amendment No. 4.
Baker & McKenzie Abogados, S.C. is a member of Baker & McKenzie International, a Swiss Verein.
United States Securities and Exchange Commission
Division of Corporation Finance
January 10, 2020
Page 2
* * *
Please do not hesitate to contact the undersigned at +52(55)5279-2908 or, in his absence, Lorenzo Ruiz de Velasco B. at +52(55)5279-2942 should you have any questions regarding Amendment No. 4 or the above responses.
Sincerely yours,
Baker & McKenzie Abogados, S.C.
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Baker
& McKenzie Abogados, S.C.
Edificio Virreyes
Pedregal 24, piso 12
Lomas Virreyes / Col. Molino del
Rey
11040 México, D.F.
Tel: +52 55 5279 2900
Fax: +52 55 5279 2999
b&m.comunicacion@bakermckenzie.com
www.bakermckenzie.com/mexico
Asia Pacific
Bangkok
Beijing
Hanoi
Ho Chi Minh City
Hong Kong
Jakarta*
Kuala Lumpur*
Manila*
Melbourne
Shanghai
Singapore
Sydney
Taipei
Tokyo
Europe, Middle East
& Africa
Abu Dhabi
Almaty
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Bogota
Brasilia*
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North America
Chicago
Dallas
Houston
Miami
New York
Palo Alto
San Diego
San Francisco
Toronto
Washington, DC
* Associated Firm
January 10, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Katherine Bagley
Re: Betterware de Mexico, S.A. de C.V.
Amendment No. 3 to Registration Statement on Form F-4
Filed January 7, 2020
File No. 333-233982
Dear Ms. Bagley:
On behalf of Betterware de Mexico, S.A.
de C.V. (the “Company”), we are hereby responding to the letter, dated January 9, 2020 (the “Comment Letter”),
from the Division of Corporation Finance, Office of Trade & Services (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), regarding Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration
Statement on Form F-4 (the “Registration Statement”) filed on January 7, 2020. In response to the Comment Letter and
to update certain information in the Registration Statement, the Company is filing Amendment No. 4 to the Registration Statement
(“Amendment No. 4”) with the Commission, today.
For ease of reference, the text of the
Staff’s comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s
response. Unless otherwise indicated, page references in the description of the Staff’s comment refer to Amendment No. 3,
and page references in the Company’s response refer to Amendment No. 4. All capitalized terms used and not otherwise defined
herein have the meanings set forth in the Registration Statement.
Amendment No. 3 to Registration Statement
on Form F-4 filed January 7, 2020
Recent Developments Related to Betterware
Launch of web app platform, page 26
1. We note your response to comment 2, and your amended disclosure that "Betterware will deliver
goods through its distribution network by connecting clients that want to purchase products directly through the web app platform
to Betterware's distribution network via the globalization of the potential clients and the distribution network." It is unclear
from this statement how the web app platform connects the consumer directly with Betterware's network of distributors. Please amend
your filing to explain how the app connects consumers to the distribution network. For example, disclose whether all distributors
have access to the app, and the mechanism by which Betterware determines how and through which distributors it will deliver goods
purchased by consumers.
Response: In response
to the Staff’s comment, the Company has removed disclosure regarding the web app platform from Amendment No. 4.
Baker
& McKenzie Abogados, S.C. is a member of Baker & McKenzie International, a Swiss Verein.
United States Securities and Exchange Commission
Division of Corporation Finance
January 10, 2020
Page 2
* * *
Please do not hesitate to contact the undersigned
at +52(55)5279-2908 or, in his absence, Lorenzo Ruiz de Velasco B. at +52(55)5279-2942 should you have any questions regarding
Amendment No. 4 or the above responses.
Sincerely yours,
Baker & McKenzie Abogados, S.C.
/s/ Reynaldo Vizcarra Méndez
Reynaldo Vizcarra Méndez
cc: Betterware de Mexico, S.A. de C.V.
DD3 Acquisition Corp.
Alan I. Annex, Esq.