SEC Comment Letter 0000000000-24-008892 to BRB Foods Inc. (BRBF)
BRB Foods Inc.
Date: Aug. 5, 2024 · CIK: 0001976870 · Accession: 0000000000-24-008892
AI Filing Summary & Sentiment
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File numbers found in text: 333-276557
Letter
August 5, 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. 3 to Registration Statement on Form S-1 File No. 333-276557 Filed on July 26, 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 July 19, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 Summary, page 3 1.We note your disclosure that you will launch 64 products in July 2024. Please update as to the status of the launch of the products throughout your registration statement. Consolidated Financial Statements Consolidated Balance Sheets, page F-33 2.We refer you to the captions "Common stock, number of authorized shares" and "Common stock, number of shares issued and outstanding" on the face of the consolidated balance sheet under negative shareholder's equity. It appears you have included these amounts as line items within your negative shareholder's equity balance. Please revise as this presentation is inappropriate and confusing.
August 5, 2024 Page 2 Income Statement, page F-34 3.We note your response to prior comment 2 but do not consider your response to fully address our comment. Please revise to disclose the number of shares used to calculate your weighted average shares outstanding on a basic and diluted basis pursuant to ASC 260-10-45. Additionally, please revise your notes to the consolidated financial statements to disclose any securities that could potentially dilute basis EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period(s) presented. In this regard, we note the company issued had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in ASC 260-10-50-45 Exhibits 4.We note your disclosure regarding an RSU Agreement. Please file the RSU Agreement as an exhibit to your registration statement, or otherwise tell us why you are not required to do so. 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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August 5, 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. 3 to Registration Statement on Form S-1
File No. 333-276557
Filed on July 26, 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 July 19, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Summary, page 3
1.We note your disclosure that you will launch 64 products in July 2024. Please update as to
the status of the launch of the products throughout your registration statement.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-33
2.We refer you to the captions "Common stock, number of authorized shares" and
"Common stock, number of shares issued and outstanding" on the face of the consolidated
balance sheet under negative shareholder's equity. It appears you have included these
amounts as line items within your negative shareholder's equity balance. Please revise as
this presentation is inappropriate and confusing.
August 5, 2024
Page 2
Income Statement, page F-34
3.We note your response to prior comment 2 but do not consider your response to fully
address our comment. Please revise to disclose the number of shares used to
calculate your weighted average shares outstanding on a basic and diluted basis pursuant
to ASC 260-10-45. Additionally, please revise your notes to the consolidated financial
statements to disclose any securities that could potentially dilute basis EPS in the future
that were not included in the computation of diluted EPS because to do so would have
been antidilutive for the period(s) presented. In this regard, we note the company issued
had convertible notes during fiscal year 2023 and 2024. Refer to the guidance outlined in
ASC 260-10-50-45
Exhibits
4.We note your disclosure regarding an RSU Agreement. Please file the RSU Agreement as
an exhibit to your registration statement, or otherwise tell us why you are not required to
do so.
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