SEC Comment Letter 0000000000-24-003201 to Above Food Ingredients Inc. (ABVE, ABVEW) (CIK 0001979484) (ABVE)
Above Food Ingredients Inc. (ABVE, ABVEW) (CIK 0001979484)
Date: March 25, 2024 · CIK: 0001979484 · Accession: 0000000000-24-003201
AI Filing Summary & Sentiment
File numbers found in text: 333-275005
Letter
United States securities and exchange commission logo March 22, 2024 Lionel Kambeitz Chief Executive Officer Above Food Ingredients Inc. 2305 Victoria Avenue #001 Regina, Saskatchewan, S4P 0S7 Re:Above Food Ingredients Inc. Amendment No. 2 to Registration Statement on Form F-4 Filed March 13, 2024 File No. 333-275005 Dear Lionel Kambeitz: We have reviewed your amended registration statement and have the following comment. 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 February 26, 2024 letter. Amendment No. 2 to Registration Statement on Form F-4 Comparative Share Information, page 169 1.We note your response to prior comment 7 and the revisions to your filing. Please be advised, the historical periods presented for Bite and Above Food should correspond to the periods of Bite and Above Food's historical financial statements included in the pro forma financial statements. In regard, it is not clear why you provided historical information for Bite for the nine months ended December 31, 2022 rather than for the year ended December 31, 2022 or why you provided historical information for Above Food for the nine months ended January 31, 2023 rather than for the year ended January 31, 2023. It is also not clear why the information is presented in US dollars rather than in Canadian dollars, the reporting currency of the registrant and its predecessor. Please clarify or revise.
Please contact Stephany Yang at 202-551-3167 or Anne McConnell at 202-551-3709 if
FirstName LastNameLionel Kambeitz Comapany NameAbove Food Ingredients Inc. March 22, 2024 Page 2 FirstName LastName Lionel Kambeitz Above Food Ingredients Inc. March 22, 2024 Page 2 you have questions regarding comments on the financial statements and related matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
March 22, 2024
Lionel Kambeitz
Chief Executive Officer
Above Food Ingredients Inc.
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
Re:Above Food Ingredients Inc.
Amendment No. 2 to Registration Statement on Form F-4
Filed March 13, 2024
File No. 333-275005
Dear Lionel Kambeitz:
We have reviewed your amended registration statement and have the following comment.
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 February 26, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Comparative Share Information, page 169
1.We note your response to prior comment 7 and the revisions to your filing. Please be
advised, the historical periods presented for Bite and Above Food should correspond to
the periods of Bite and Above Food's historical financial statements included in the pro
forma financial statements. In regard, it is not clear why you provided historical
information for Bite for the nine months ended December 31, 2022 rather than for the year
ended December 31, 2022 or why you provided historical information for Above Food for
the nine months ended January 31, 2023 rather than for the year ended January 31, 2023.
It is also not clear why the information is presented in US dollars rather than in
Canadian dollars, the reporting currency of the registrant and its predecessor. Please
clarify or revise.
Please contact Stephany Yang at 202-551-3167 or Anne McConnell at 202-551-3709 if
FirstName LastNameLionel Kambeitz
Comapany NameAbove Food Ingredients Inc.
March 22, 2024 Page 2
FirstName LastName
Lionel Kambeitz
Above Food Ingredients Inc.
March 22, 2024
Page 2
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing