SEC Comment Letter 0000000000-22-013090 to Westrock Coffee Co (WEST, WESTW) (CIK 0001806347) (WEST)
Westrock Coffee Co (WEST, WESTW) (CIK 0001806347)
Date: Dec. 5, 2022 · CIK: 0001806347 · Accession: 0000000000-22-013090
AI Filing Summary & Sentiment
File numbers found in text: 333-267509
Letter
United States securities and exchange commission logo December 5, 2022 Robert McKinney Chief Legal Officer Westrock Coffee Company 100 River Bluff Drive, Suite 100 Little Rock, Arkansas 72202 Re:Westrock Coffee Company Amendment No. 1 to Registration Statement on Form S-1 Filed November 18, 2022 File No. 333-267509 Dear Robert McKinney: 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 October 13, 2022 letter. Amendment No. 1 to Registration Statement on Form S-1 filed November 21, 2022 General 1.We note from your response to prior comment 1 that you are registering the resale of your Series A preferred shares and the resale of the common shares issuable upon conversion of your Series A preferred shares:
•It appears that there is no market on which your Series A preferred shares are quoted or traded. Therefore, revise to disclose the fixed price at which the preferred shares will be resold for the duration of the resale offering; and •If you are registering the resale of the preferred shares, please also register the primary offering by you of the underlying shares of common stock to subsequent
FirstName LastNameRobert McKinney Comapany NameWestrock Coffee Company December 5, 2022 Page 2 FirstName LastName Robert McKinney Westrock Coffee Company December 5, 2022 Page 2 purchasers of the preferred shares. Ensure your fee table and legality opinion are also revised to reflect this additional transaction. You may contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Brandon Price
Show Raw Text
United States securities and exchange commission logo
December 5, 2022
Robert McKinney
Chief Legal Officer
Westrock Coffee Company
100 River Bluff Drive, Suite 100
Little Rock, Arkansas 72202
Re:Westrock Coffee Company
Amendment No. 1 to Registration Statement on Form S-1
Filed November 18, 2022
File No. 333-267509
Dear Robert McKinney:
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 October 13, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed November 21, 2022
General
1.We note from your response to prior comment 1 that you are registering the resale of your
Series A preferred shares and the resale of the common shares issuable upon conversion
of your Series A preferred shares:
•It appears that there is no market on which your Series A preferred shares are quoted
or traded. Therefore, revise to disclose the fixed price at which the preferred shares
will be resold for the duration of the resale offering; and
•If you are registering the resale of the preferred shares, please also register the
primary offering by you of the underlying shares of common stock to subsequent
FirstName LastNameRobert McKinney
Comapany NameWestrock Coffee Company
December 5, 2022 Page 2
FirstName LastName
Robert McKinney
Westrock Coffee Company
December 5, 2022
Page 2
purchasers of the preferred shares. Ensure your fee table and legality opinion are also
revised to reflect this additional transaction.
You may contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Brandon Price