Correspondence 0001104659-24-044422 from Above Food Ingredients Inc. (ABVE, ABVEW) (CIK 0001979484) (ABVE)
Above Food Ingredients Inc. (ABVE, ABVEW) (CIK 0001979484)
Date: April 5, 2024 · CIK: 0001979484 · Accession: 0001104659-24-044422
AI Filing Summary & Sentiment
File numbers found in text: 333-275005
Referenced dates: April 4, 2024
Letter
811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400
Fax: +1.713.546.5401
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
April 5, 2024 Boston New York
Brussels Orange County
United States Securities and Exchange Commission Century City Paris
Division of Corporation Finance Chicago Riyadh
100 F Street, N.E. Dubai San Diego
Washington, DC 20549-3628 Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
Attention: Stephany Yang
Anne McConnell
Erin Donahue
Asia Timmons-Pierce
Re: Above Food Ingredients Inc.
Amendment No. 4 to Registration Statement on Form F-4
Filed April 2, 2024
File No. 333-275005
Ladies and Gentlemen:
This letter is sent on behalf of Above Food Ingredients Inc. (the “Company”) in response to the comment of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated April 4, 2024 (the “Comment Letter”) regarding the above-referenced filing.
Please note that the Company today filed with the Commission Amendment No. 5 to the Registration Statement on Form F-4 (the “Registration Statement”) reflecting, among other things, the revisions set forth below.
For ease of reference, the heading and number of the Company’s response set forth below corresponds to the heading and number in the Comment Letter, and we have set forth below, in italics, the text of the Staff’s comment prior to the Company’s response.
Form F-4/A filed April 2, 2024
Exhibit 5.1, page II-2
1. We note Opinion 2 on page 4 regarding the warrants being registered. Please have counsel opine that the warrant is a binding obligation of the registrant under the law of the jurisdiction governing the warrant. Please have counsel remove the assumption that the warrant agreement is a legal, valid and binding obligation of each party to it enforceable against it in accordance with its terms. Refer to Section II.B.1.f. of Staff Legal Bulletin No. 19.
April 5, 2024
Page 2
Response: In response to the Staff’s comment, counsel has revised its opinion filed as Exhibit 5.1 to the Registration Statement to opine that the warrants will be a binding obligation of the Company under the law of the jurisdiction governing such warrants. Further, the Company has filed as Exhibit 4.4 to the Registration Statement the Form of Amended and Restated Warrant Indenture referenced in the opinion that will govern the warrants.
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please direct any such requests or questions to Ryan J. Maierson of Latham & Watkins LLP at (713) 546-7420 or ryan.maierson@lw.com.
Sincerely,
/s/ Ryan J. Maierson
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811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400
Fax: +1.713.546.5401
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
April 5, 2024
Boston
New York
Brussels
Orange County
United States Securities and Exchange Commission
Century City
Paris
Division of Corporation Finance
Chicago
Riyadh
100 F Street, N.E.
Dubai
San Diego
Washington, DC 20549-3628
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
Hong Kong
Singapore
Houston
Tel Aviv
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
Attention:
Stephany Yang
Anne McConnell
Erin Donahue
Asia Timmons-Pierce
Re:
Above Food Ingredients Inc.
Amendment No. 4 to Registration Statement on Form F-4
Filed April 2, 2024
File No. 333-275005
Ladies and Gentlemen:
This letter is sent on behalf
of Above Food Ingredients Inc. (the “Company”) in response to the comment of the Staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated April 4,
2024 (the “Comment Letter”) regarding the above-referenced filing.
Please note that the Company
today filed with the Commission Amendment No. 5 to the Registration Statement on Form F-4 (the “Registration Statement”)
reflecting, among other things, the revisions set forth below.
For ease of reference, the
heading and number of the Company’s response set forth below corresponds to the heading and number in the Comment Letter, and we
have set forth below, in italics, the text of the Staff’s comment prior to the Company’s response.
Form F-4/A filed April 2, 2024
Exhibit 5.1, page II-2
1.
We note Opinion 2 on page 4 regarding the warrants being registered. Please have counsel opine that the warrant is a binding obligation of the registrant under the law of the jurisdiction governing the warrant. Please have counsel remove the assumption that the warrant agreement is a legal, valid and binding obligation of each party to it enforceable against it in accordance with its terms. Refer to Section II.B.1.f. of Staff Legal Bulletin No. 19.
April 5, 2024
Page 2
Response: In response
to the Staff’s comment, counsel has revised its opinion filed as Exhibit 5.1 to the Registration Statement to opine that the warrants will be a binding obligation
of the Company under the law of the jurisdiction governing such warrants. Further, the Company has filed as Exhibit 4.4 to the Registration
Statement the Form of Amended and Restated Warrant Indenture referenced in the opinion that will govern the warrants.
We hope that the foregoing
has been responsive to the Staff’s comment. If you have any questions related to this letter, please direct any such requests or
questions to Ryan J. Maierson of Latham & Watkins LLP at (713) 546-7420 or ryan.maierson@lw.com.
Sincerely,
/s/ Ryan J. Maierson
Ryan J. Maierson
cc:
Via E-mail
Ryan J. Maierson, Esq.
Ryan J. Lynch, Esq.