SEC Comment Letter 0000000000-24-008198 to BRB Foods Inc. (BRBF)
BRB Foods Inc.
Date: July 19, 2024 · CIK: 0001976870 · Accession: 0000000000-24-008198
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276557
Letter
July 19, 2024 Bruno Bonifacio Chief Executive Officer BRB Foods Inc. Rua Doutor Eduardo de Souza Aranha 387 – Conjunto 151 Sao Paulo, SP 04543-121 Re:BRB Foods Inc. Amendment No. 2 to Registration Statement on Form S-1 File No. 333-276557 Filed on July 8, 2024 Dear Bruno Bonifacio: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 27, 2024 letter. Amendment No. 2 to Form S-1 filed July 8, 2024 Note 25 - Related Party Transactions, page F-28 1.We note your response to our comment number 11. To help us better understand your related party disclosure, tell us which figures relate to the convertible notes as disclosed in your footnote number 16 on page F-20. Please also clarify the amounts disclosed in the Intercompany section as you disclose an Intercompany receivable total of 703.772,315 for example. Please explain why the I/C receivables are so significant as we note your total assets as of March 31, 2024 are $3,637,443.
July 19, 2024 Page 2 Income Statement, page F-34 2.We note your response to our comment number 10. It appears that the weighted average shares outstanding figure has been omitted. This comment also applies to your interim income statement on page F-4. Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Mitchell Lampert
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July 19, 2024
Bruno Bonifacio
Chief Executive Officer
BRB Foods Inc.
Rua Doutor Eduardo de Souza Aranha
387 – Conjunto 151
Sao Paulo, SP 04543-121
Re:BRB Foods Inc.
Amendment No. 2 to Registration Statement on Form S-1
File No. 333-276557
Filed on July 8, 2024
Dear Bruno Bonifacio:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 27, 2024 letter.
Amendment No. 2 to Form S-1 filed July 8, 2024
Note 25 - Related Party Transactions, page F-28
1.We note your response to our comment number 11. To help us better understand your
related party disclosure, tell us which figures relate to the convertible notes as disclosed in
your footnote number 16 on page F-20. Please also clarify the amounts disclosed in the
Intercompany section as you disclose an Intercompany receivable total of 703.772,315 for
example. Please explain why the I/C receivables are so significant as we note your total
assets as of March 31, 2024 are $3,637,443.
July 19, 2024
Page 2
Income Statement, page F-34
2.We note your response to our comment number 10. It appears that the weighted average
shares outstanding figure has been omitted. This comment also applies to your interim
income statement on page F-4.
Please contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sarah Sidwell at 202-551-4733 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mitchell Lampert