Correspondence 0001193125-22-286892 from Semantix, Inc. (CIK 0001896049)
Semantix, Inc. (CIK 0001896049)
Date: Nov. 16, 2022 · CIK: 0001896049 · Accession: 0001193125-22-286892
AI Filing Summary & Sentiment
File numbers found in text: 333-267040
Referenced dates: October 25, 2022
Letter
Division of Corporation Finance Office of Technology Re: Semantix, Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed October 11, 2022 File No. 333-267040
Dear Ladies and Gentlemen:
On behalf of our client, Semantix, Inc. (the “Company”), this letter sets forth the Company’s responses to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company’s Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration Statement”) contained in the Staff’s letter dated October 25, 2022 (the “Comment Letter”). In response to the comment set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) together with this response letter. The Amended Registration Statement also contains certain additional updates and revisions.
For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comment) correspond to pages and captions in the Amended Registration Statement.
U.S. Securities and Exchange Commission
November 16, 2022
Page 2
Amendment No. 1 to F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 141
1. We note that the company’s projected revenues for 2022 were $58 million, as set forth in the unaudited prospective financial information management prepared and provided to the Board of Directors of Alpha Capital Holdco Company in connection with the evaluation of the Business Combination. We also note that your actual revenues for the Six Months Ended June 30, 2022 were approximately $16.4 million. It appears that you will miss your 2022 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 29, 37, 38, 39 and 145 of the Amended Registration Statement.
Please do not hesitate to contact me at +55.11.3708-1848 or filipe.areno@skadden.com should you require further information.
Very truly yours,
/s/ Filipe B. Areno
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CORRESP
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
AV . BRIGADEIRO FARIA LIMA, 3311/7° ANDAR
04.538 - 133 SÃO PAULO - SP - BRAZIL
AFFILIATE OFFICES
TEL: +55 11 3708 1820
FAX: +55 11 3708 1845
www.skadden.com
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
November 16, 2022
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Matthew Crispino
Jan Woo
Re:
Semantix, Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 11, 2022
File No. 333-267040
Dear Ladies and Gentlemen:
On behalf of our
client, Semantix, Inc. (the “Company”), this letter sets forth the Company’s responses to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission relating to the Company’s Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration Statement”) contained in the Staff’s letter dated
October 25, 2022 (the “Comment Letter”). In response to the comment set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) together with this response letter. The Amended Registration Statement also contains certain additional updates and revisions.
For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to such comment. All
references to page numbers and captions (other than those in the Staff’s comment) correspond to pages and captions in the Amended Registration Statement.
U.S. Securities and Exchange Commission
November 16, 2022
Page 2
Amendment No. 1 to F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 141
1.
We note that the company’s projected revenues for 2022 were $58 million, as set forth in the
unaudited prospective financial information management prepared and provided to the Board of Directors of Alpha Capital Holdco Company in connection with the evaluation of the Business Combination. We also note that your actual revenues for the Six
Months Ended June 30, 2022 were approximately $16.4 million. It appears that you will miss your 2022 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about
the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 29, 37, 38, 39 and 145 of the Amended
Registration Statement.
Please do not hesitate to contact me at +55.11.3708-1848 or filipe.areno@skadden.com should you require further
information.
Very truly yours,
/s/ Filipe B. Areno
Filipe B. Areno
Skadden, Arps, Slate, Meagher & Flom LLP
cc: Semantix, Inc.
Leonardo dos Santos Poça D’Água
Chief Executive Officer