SecProbe.io

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 MISSION PRODUCE, INC.
 2710 Camino Del Sol Oxnard, CA
93030 March 18, 2026 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549-6010

    

 Re:

  

 Mission Produce, Inc.
 Registration Statement on Form S-4 (File No. 333-294128)
 Request for Acceleration of Effective Date
 To the addressee set forth above:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, Mission Produce, Inc. (the “ Company ”)
hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4 (the “ Registration Statement ”). The Company respectfully requests that
the Registration Statement become effective as of 4:00 p.m., Eastern Time, on March 20, 2026, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Latham & Watkins LLP, by calling Darren Guttenberg at (714) 755-8050.
 There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has
been filed herewith. Thank you for your assistance in this matter.
 [ Signature page follows ]

 Sincerely,

 Mission Produce, Inc.

 By:

 /s/ Joanne Wu

 Name:

 Joanne Wu

 Title:

 Chief Legal Officer and Secretary

 cc:

  

 John Michael Pawlowski, Mission Produce, Inc.
 Darren Guttenberg, Latham & Watkins LLP Steven Stokdyk,
Latham & Watkins LLP

 [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2026

Stephen J. Barnard
Chief Executive Officer
Mission Produce, Inc.
2710 Camino Del Sol
Oxnard, CA 93030

 Re: Mission Produce, Inc.
 Registration Statement on Form S-4
 Filed March 09, 2026
 File No. 333-294128
Dear Stephen J. Barnard:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Darren Guttenberg, Esq.
</TEXT>
</DOCUMENT>

March 11, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re:Mission Produce, Inc.
Draft Registration Statement on Form S-1
Submitted February 13, 2020
CIK No. 1802974
Dear Mr. Barnard:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on February 13, 2020
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
2.Please provide the disclosure required by Item 505(a) of Regulation S-K regarding the
determination of the offering price when this information is available.

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 March 11, 2020 Page 2
 FirstName LastNameStephen J. Barnard
Mission Produce, Inc.
March 11, 2020
Page 2
Risk Factors, page 16
3.Please describe here, or elsewhere in your filing as appropriate, any material impact that
you believe the United States-Mexico-Canada Agreement will have on your business.
Use of Proceeds, page 32
4.We note your disclosure on page 7 that you have plans to open a new distribution and
ripening center in Texas.  To the extent you intend to use a portion of your proceeds to
specifically fund this new center, please revise your Use of Proceeds section accordingly
or advise why you are not required to do so.
Executive Officers and Directors, page 62
5.In the chart on page 62, please identify who currently serves as your chairman of the
board.  If you do not have a chairman of the board, please provide such details in your
Board Leadership Structure section on page 64.  Please refer to Item 407(h) of Regulation
S-K.
6.Please briefly discuss the specific experience, qualifications, attributes or skills that led to
the conclusion that the person should serve as a director.  Refer to Item 401(e) of
Regulation S-K.
2019 Bonuses, page 69
7.We note your disclosure that in 2019, Messrs. Barnard, Giles and Wileman were each
eligible to receive an annual cash incentive bonus based on an operating income
objective.  Please revise to disclose the operating income objective(s), as well as
the material terms that the board considers when determining if it should make a
downward or upward adjustment to the bonus award.
Certain Relationships and Related Party Transactions, page 78
8.We note your disclosure that in October 2017 you sold a cold storage and packing facility
to a group of limited liability companies whose ownership includes key management
personnel of you for $7,000,000.  Please identify the "key management personnel" to
which you refer.
Choice of Forum, page 81
9.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 March 11, 2020 Page 3
 FirstName LastNameStephen J. Barnard
Mission Produce, Inc.
March 11, 2020
Page 3
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Underwriting, page 90
10.Please revise to identify each underwriter you have a material relationship with and state
the nature of the relationship.  Please refer to Item 508 of Regulation S-K.
Note to Consolidated Financial Statements
Note 4 . Acquisitions, page F-16
11.Please revise to provide additional disclosure about how you calculated the $62 million
remeasurement gain on the step-up of the non-controlling pre-acquisition interest in Grupo
Arato. Discuss whether the $240 million fair value attributed to Grupo Arato included any
control or acquisition premium added to the value of the previously held interest.  In that
regard, we see that you use the same valuation in determining the fair value of
consideration issued to acquire the 50% interest in Grupo Arato.
12.You recorded $76 million of goodwill as a result of the acquisition of the remaining 50%
of Grupo Arato.  Please tell us why no other intangible assets were recognized in
accordance with  ASC 805-20-25-10.
13.You recognized issuance of 700,182 shares for $111.96 million (page F-18) or
approximately $15.99 per share at September 20, 2018.   You determined the fair value of
your common stock as of October 29, 2019 to be $239.28 per share (page F-29).  Please
explain to us what caused the per share fair value increase from $15.99 per share to
$239.28 per share quantifying each change.
14.As disclosed in Note 4 you issued 700,182 shares of the Company's common stock on
September 20, 2018.  The Statement of Shareholders' Equity shows issuance of 703,627
shares.  Tell us why you have aggregated other share issuances with the 700,182 shares on
the Statement of Shareholders' Equity.

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 March 11, 2020 Page 4
 FirstName LastName
Stephen J. Barnard
Mission Produce, Inc.
March 11, 2020
Page 4
             You may contact Kristin Lochhead at (202) 551-3664 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 Mission Produce, Inc.

2500 E. Vineyard Avenue, Suite 300

Oxnard, California 93036

 September 28, 2020

 VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Eric Envall

Sandra Hunter Berkheimer

Staff Attorneys

Office of Life Sciences

 Re: Mission Produce, Inc. Registration Statement on Form S-1
(Registration No. 333-248596)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-248596) (the “Registration Statement”) of
Mission Produce, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on September 30, 2020, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Steven B. Stokdyk at (213) 891-7421, or in his absence, Brent Epstein
at (213) 891-8185.

 The Company acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your
assistance in this matter.

 [Signature Page Follows]

 Very truly yours,

MISSION PRODUCE, INC.

By:

/s/ Jeremy B. Warren

Jeremy B. Warren

 Secretary

CC:

Stephen Barnard, Mission Produce, Inc.

Bryan Giles, Mission Produce, Inc.

Steve Stokdyk, Latham & Watkins LLP

Brent Epstein, Latham & Watkins LLP

Richard Truesdell, Davis Polk & Wardwell LLP

Yasin Keshvargar, Davis Polk & Wardwell LLP

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CORRESP

 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

J.P. Morgan Securities LLC

 383 Madison Avenue,

New York, New York 10179

 Citigroup Global Markets Inc.

390 Greenwich Street

 New York, New York 10013

September 28, 2020

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Mission Produce, Inc.

Registration Statement on Form S-1

Registration File No. 333-248596

Acceleration Request

 Requested Date:

September 30, 2020

 Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters, hereby join in the request of Mission Produce, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 PM, Eastern Time, on
September 30, 2020, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated September 22, 2020:

(i)
 Dates of distribution: September 22, 2020 through the date hereof

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 6

(iii)
 Number of prospectuses furnished to prospective investors: approximately 473

Securities and Exchange Commission

 2

September 28, 2020

(iv)
 Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: approximately 95

 The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [Signature page follows]

Securities and Exchange Commission

 3

September 28, 2020

Very truly yours,

 BOFA SECURITIES, INC.

 J.P. MORGAN
SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC.

 Acting severally on behalf of themselves and the several Underwriters

BofA Securities, Inc.

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Authorized Signatory

J.P. Morgan Securities LLC

By:

 /s/ Jaclyn Berkley

Name:

Jaclyn Berkley

Title:

Vice President

Citigroup Global Markets Inc.

By:

 /s/ Waleed Matin

Name:

Waleed Matin

Title:

Managing Director

 [Signature Page to Acceleration Request]

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355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

 Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

September 25, 2020

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

VIA EDGAR AND HAND DELIVERY

Madrid

Washington, D.C.

Milan

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention:     Eric
Envall

                      Sandra Hunter
Berkheimer

                      Staff Attorneys

                      Office of Life Sciences

          Re:     Mission Produce, Inc.

                     Registration Statement on Form
S-1/A

                     Filed September 22,
2020

                      CIK
No. 0001802974

 Ladies and Gentlemen:

As discussed with the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) via telephone, our client, Mission Produce, Inc. (the “Company”) intends to file a final prospectus (the “Final Prospectus”) with respect to its Registration
Statement on Form S-1 (including the preliminary prospectus contained therein) (the “Registration Statement”) to be dated as of September 30, 2020. The Company intends on
September 28, 2020 to request the acceleration of the effectiveness (the “Effectiveness Request”) of the Registration Statement for September 30, 2020. In order to facilitate the Staff’s approval of the
Effectiveness Request, please find below a summary of the primary changes to the disclosure from Amendment No. 2 to the Registration Statement, filed with the Commission on September 22, 2020 (the “Amendment”), in
response to the Staff’s comment letter received on September 24, 2020.

 For ease of review, we have set forth below each of the
numbered comments of your letter in bold type followed by the Company’s responses thereto. Page numbers appearing in the headings and Staff comments below correspond to the relevant pages of the Amendment.

Registration Statement on Form S-1/A submitted on September 22, 2020

 September 25, 2020

Page 2

 The Offering, page 11

1.
 We note the share figures that you disclose in this section regarding the common stock offered by you and
your selling stockholders, as well as the shares that will be outstanding after this offering. Please revise this section to indicate the percentage of shares that will be held by insiders and your affiliates, and the percentage of shares that will
be held by public investors. Please also revise to include disclosure on the cover page that indicates the percentage of shares that will be held by public investors following the offering. In addition, please revise to indicate whether you will be
considered a controlled company following the offering or if it is likely that you may become a controlled company in the near future. If so, please revise your filing to disclose the legal implications and risks of being a controlled company.

 Response: In response to the Staff’s comment, the Company will revise page 12 of the Final Prospectus
to include the following disclosure:

 After this offering, our officers, directors and principal stockholders each holding more than 5% of
our common stock, collectively, will beneficially own approximately 46.4% of our outstanding common stock, public stockholders will collectively beneficially own approximately 13.5% of our outstanding common stock and the remainder will be
beneficially owned by other existing non-affiliated stockholders.

 Part II – Information Not Required in
Prospectus

 Item 16. Exhibits and Financial Statement Schedules, page II-3

2.
 We note your disclosure that you reincorporated in Delaware on September 21, 2020. We further note that
you include several “form of” exhibits in your exhibit index, including a Form of Certificate of Incorporation and Form of Bylaws. Please refer to Item 601 of Regulation S-K and advise us if you do
not intend on filing final, executed agreements prior to effectiveness of the registration statement.

Response: In response to the Staff’s comment, the Company advises the Staff that it does not intend to file further agreements
prior to effectiveness since the changes will be immaterial in accordance with Item 601.

 * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (213) 891-7421 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ Steven B. Stokdyk

 September 25, 2020

Page 3

                of LATHAM & WATKINS
LLP

cc:
 Stephen Barnard, Mission Produce, Inc.

Bryan Giles, Mission Produce, Inc.

Brent Epstein, Latham & Watkins LLP

Richard Truesdell, Davis Polk & Wardwell LLP

Yasin Keshvargar, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
September 24, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re:Mission Produce, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed September 22, 2020
File No. 333-248596
Dear Mr. Barnard:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed September 22, 2020
The Offering, page 11
1.We note the share figures that you disclose in this section regarding the common stock
offered by you and your selling stockholders, as well as the shares that will be outstanding
after this offering.  Please revise this section to indicate the percentage of shares that will
be held by insiders and your affiliates, and the percentage of shares that will be held by
public investors.  Please also revise to include disclosure on the cover page that indicates
the percentage of shares that will be held by public investors following the offering.  In
addition, please revise to indicate whether you will be considered a controlled company
following the offering or if it is likely that you may become a controlled company in the

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 September 24, 2020 Page 2
 FirstName LastName
Stephen J. Barnard
Mission Produce, Inc.
September 24, 2020
Page 2
near future.  If so, please revise your filing to disclose the legal implications and risks of
being a controlled company.
Part II - Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-3
2.We note your disclosure that you reincorporated in Delaware on September 21, 2020.  We
further note that you include several "form of" exhibits in your exhibit index, including a
Form of Certificate of Incorporation and Form of Bylaws.  Please refer to Item 601 of
Regulation S-K and advise us if you do not intend on filing final, executed agreements
prior to effectiveness of the registration statement.
            You may contact Lisa Vanjoske at (202) 551-3614 or Kristin Lochhead at (202) 551-
3664 if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 355 South Grand Avenue, Suite 100

 Los
Angeles, California 90071-1560

 Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

 September 4, 2020

 VIA EDGAR AND HAND DELIVERY

 Beijing

 Boston

Brussels

 Century City

Chicago

 Dubai

Düsseldorf

 Frankfurt

Hamburg

 Hong Kong

Houston

 London

Los Angeles

 Madrid

Milan

 Moscow

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tokyo

 Washington, D.C.

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attention:
 Eric Envall

 Sandra Hunter Berkheimer

 Staff Attorneys

 Office of Life Sciences

Re:
 Mission Produce, Inc.

 Registration Statement on Form S-1

 Filed September 4, 2020

 CIK No. 0001802974

Ladies and Gentlemen:

 On behalf of our client,
Mission Produce, Inc. (the “Company”) we are hereby publicly filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
S-1 (the “Registration Statement”). The Company previously submitted a draft Registration Statement on Form S-1 on a confidential basis on
July 31, 2020 (the “Draft Submission”). The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on August 12, 2020 from the staff of
the Commission (the “Staff”). For your convenience, we are providing by overnight delivery a courtesy package that includes four copies of the Registration Statement, including copies which have been marked to show changes
from the Draft Submission, as well as a copy of this letter.

 For ease of review, we have set forth below each of the numbered comments of
your letter in bold type followed by the Company’s responses thereto. Except for page numbers appearing in the headings and Staff comments below (which are references to the Draft Submission), all page references herein correspond to the
relevant pages of the Registration Statement.

 September 4, 2020

 Page
 2

 Draft Registration Statement on Form S-1 submitted on
July 31, 2020

 Legal Proceedings, page 68

1.
 We note your revised disclosure that you have been named as a defendant in a civil complaint that has been
filed which asserts that you violated certain wage and labor laws in California. If material, please provide all of the information required by Item 103 of Regulation S-K.

Response:    In response to the Staff’s comment, the Company has revised page 69 of the Registration Statement
to include the information required by Item 103 of Regulation S-K, including the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a
description of the factual basis alleged to underlie the proceeding and the relief sought.

 Unaudited Condensed Consolidated Financial Statements as of
and for the Six Months Ended April 30, 2020

 Note 5. Equity Method Investees, Moruga Impairment, page
F-8

2.
 We see that you determined the fair value of Moruga, Inc. using a combination of the market approach and the
income approach. Please revise to provide all of the disclosures required by ASC 820-10-50-2 for
non-recurring fair value measurements. In that regard, you should consider disclosing how you weighted the market and income approaches, the significant inputs used in the fair value measurement under both
approaches, and quantitative information about any significant unobservable inputs used in the fair value measurement.

Response:    In response to the Staff’s comment, the Company has revised the disclosure on pages F-8 and F-9 as follows:

 The Company recorded an
impairment charge of $21.2 million to reduce the carrying balance of the investment to its estimated fair value of $22.2 million during the second quarter of 2020. The fair value of the investment is a Level 3 measurement in the fair
value hierarchy and management estimated the fair value of the investment, with the assistance of a third-party valuation specialist, using a combination of the guideline publicly-traded companies (“GPC”) method under the market approach
and the discounted cash flow (“DCF”) method under the income approach. We applied an equal weighting to the value conclusions resulting from the two employed approaches, because there was sufficient information available to estimate the
fair value of the investment under both methods.

 Under the GPC method, valuation multiples are calculated from the
operating data and market metrics of the guideline publicly-traded companies and the selected multiples are evaluated and adjusted based on the strengths and weaknesses of the entity relative to the comparable guideline publicly-traded companies.
The most significant input used to estimate the fair value of the investment under the GPC method is the selected Business Enterprise Value (“BEV”) to EBITDA multiple. We utilized the derived BEV to

 September 4, 2020

 Page
 3

EBITDA multiples of the guideline publicly-traded companies to select a multiple of 10.5x for the first forecast year and 10.0x for the second forecast year. The median and mean BEV to EBITDA
multiple of the comparable publicly traded entities that we evaluated was 12.3x and 12.8x, respectively.

 Under the DCF
method, the most significant inputs used to estimate the fair value of the investment are the cash flow projections, which are most sensitive to the revenue projections, and the weighted average cost of capital (or discount rate) which is used to
discount and present value the projected cash flows. For our revenue projections, we assumed a compounded annual growth rate of 4.8% for the discrete forecast period from 2020 to 2030, prior to reaching the terminal period. The weighted average cost
of capital was estimated using a Capital Asset Pricing Model (“CAPM”) and the discount rate used to present value the future cash flows was 9.0%.

* * *

 We hope the foregoing
answers are responsive to your comments. Please do not hesitate to contact me by telephone at (213) 891-7421 or by fax at (213) 891-8763 with any questions or comments
regarding this correspondence.

 Very truly yours,

/s/ Steven B. Stokdyk

of LATHAM & WATKINS LLP

cc:
 Stephen Barnard, Mission Produce, Inc.

 Bryan Giles, Mission Produce, Inc.

 Brent Epstein, Latham & Watkins LLP

 Richard Truesdell, Davis Polk & Wardwell LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
August 12, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re:Mission Produce, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted August 3, 2020
CIK No. 1802974
Dear Mr. Barnard:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS/A filed August 3, 2020
Legal Proceedings, page 68
1.We note your revised disclosure that you have been named as a defendant in a civil
complaint that has been filed which asserts that you violated certain wage and labor laws
in California.  If material, please provide all of the information required by Item 103 of
Regulation S-K.

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 August 12, 2020 Page 2
 FirstName LastName
Stephen J. Barnard
Mission Produce, Inc.
August 12, 2020
Page 2
Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended
April 30, 2020
Note 5. Equity Method Investees, Moruga Impairment, page F-8
2.We see that you determined the fair value of Moruga, Inc. using a combination of the
market approach and the income approach.   Please revise to provide all of the disclosures
required by ASC 820-10-50-2 for non-recurring fair value measurements.   In that regard,
you should consider disclosing how you weighted the market and income approaches, the
significant inputs used in the fair value measurement under both approaches, and
quantitative information about any significant unobservable inputs used in the fair value
measurement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            You may contact Kristin Lochhead at (202) 551-3664 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

April 2, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re:Mission Produce, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 23, 2020
CIK No. 1802974
Dear Mr. Barnard:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment #1 to Draft Registration Statement on Form S-1 submitted on March 23, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 49
1.You state on page 50, "The increase in accounts receivable when compared to prior year
[...] primarily reflects an increase in days sales outstanding as of October 31, 2019."  We
computed days sales outstanding in accounts receivable of 28 days at both October 31,
2018 and 2019.  Please revise the disclosure to reconcile this discrepancy and explain how
you computed days sales outstanding for all periods.  In addition, we computed days sales
outstanding in accounts receivable of 35.5 days at January 31, 2020 while you state

 FirstName LastNameStephen J. Barnard
 Comapany NameMission Produce, Inc.
 April 2, 2020 Page 2
 FirstName LastName
Stephen J. Barnard
Mission Produce, Inc.
April 2, 2020
Page 2
"Increases in accounts receivable are due primarily to higher sales volumes in the
preceding period relative to prior year end." on page 49.  Please revise your disclosure to
more further explain the increase in accounts receivable at January 31, 2020 and address
the increase in days sales outstanding or tell us why you believe additional explanation is
not necessary.
2.You state on page 49 "Decreases in accounts payable and accrued expenses are primarily
attributed to the payment of annual incentive bonus in January 2020."  Please expand the
disclosure to explain why annual incentive bonuses affect accounts payable, if true, or
revise the disclosure as necessary.  Also, while we note that accrued expenses decreased at
January 31, 2020, accounts payable increased at January 31, 2020.  Please revise the
disclosure to explain why accounts payable increased at January 31, 2020.
Critical Accounting Estimates, Stock Based Compensation, page 54
3.With regard to your response to comment 13, please revise to disclose the factors
that contributed to the fair value increase of your shares from $159.90 per share at
September 20, 2018 to $239.28 per share at October 29, 2019.  In addition, provide us the
estimated offering price or range when it is available and explain to us the reasons for
significant differences between recent valuations of your common stock and the estimated
offering price.
            You may contact Kristin Lochhead at (202) 551-3664 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences