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United States securities and exchange commission logo
March 11, 2021
Christian Hanke
Chief Financial Officer
Havre Global AB
Stora Varvsgatan 6a
211 19 Malm
Sweden
Re: Havre Global AB
Confidential Draft
Registration Statement on Form F-1
Submitted February
12, 2021
CIK No. 0001843586
Dear Mr. Hanke:
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.
Confidential Draft Registration Statement on Form F-1 submitted February
12, 2021
Dilution, page 64
1. Please revise to
disclose how the numbers and percentages in the table on page 65 would
change assuming the
exercise of all outstanding warrants.
Expand global production capacity, page 72
2. Please disclose the
source of funds you are using and intend to use to complete the
production capacity
expansion referenced in your disclosure, the amounts you have
already paid and the
amounts remaining to be paid. Also revise the disclosure in the first
two paragraphs on page
79, as appropriate, to reflect the obligations that you have and will
Christian Hanke
Havre Global AB
March 11, 2021
Page 2
have as a result of the planned expansion.
Driving the global appetite . . ., page 86
3. Please clarify what you mean by the "highest amount of value growth"
and "value share,"
as those terms are used in the first two bullets of this section.
4. Please revise the last full paragraph on page 87 to clarify how
"continued investment in
production, brand awareness, new markets and product development"
resulted in the
margins and losses to which you refer.
Supply Chain Operations, page 104
5. We note your disclosure on page 22 that as of December 31, 2020 you
had three suppliers
for the oats used in your products. Please disclose whether you have
agreements with
your suppliers. Please describe the terms of any such agreements.
Principal and Selling Shareholders, page 118
6. For each entity listed in the table, please identify the natural
persons who have or share
voting and/or dispositive power or the right to receive the economic
benefit of the
securities. Please also tell us why China Resources Verlinvest Health
Investment Ltd. is
not included in the table, given your disclosure on page F-41 that it
is the "controlling
party" and owns 100% of the shares of Nativus Company Limited.
Additional Listing Agreement, page 119
7. Please revise to clarify whether "[y]our shareholders or their
affiliates [are] owned or
controlled by, or otherwise affiliated with, a foreign state,
government or political party"
and, if so, the identify of that state, government or party. Please
also revise to clarify
whether there are any existing or contemplated laws, regulations or
policies that, in light
of your current and planned operations and composition of management,
directors and
shareholders, would or could reasonably likely result in a "material
adverse effect," as
defined in your disclosure. Add any appropriate risk factors.
Shareholders' Agreement, page 119
8. Please revise to clarify who is a party to this agreement, the nature
and amount of any
direct or indirect material interest and the rights and obligations of
the parties under the
agreement.
Related Party
FirstName Transaction Policy,
LastNameChristian page 120
Hanke
Comapany
9. NameHavre
Please Global
describe the ABand procedures for the review and approval or
ratification of
policies
March related party
11, 2021 Pagetransactions.
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FirstName LastName
Christian Hanke
FirstName LastNameChristian Hanke
Havre Global AB
Comapany
March NameHavre Global AB
11, 2021
March3 11, 2021 Page 3
Page
FirstName LastName
Exclusive Forum, page 122
10. Please revise to clarify to whom this provision will apply. We note,
for example, the risk
factor on page 54 addresses only holders of ADSs. Is this provision
limited to holders of
your ordinary shares? Please also add a risk factor discussing the
risks to investors
resulting from this provision, if adopted at the meeting to which you
refer. Please disclose
any uncertainty as to whether courts would enforce the provision. In
this regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder.
Exhibits
11. We note the disclosure on page (ii) regarding the survey you
commissioned and that you
cite that survey in this registration statement. Please file the
consent required by Rule 436
of Regulation C.
12. Please file as exhibits the employment arrangements mentioned on pages
116-117.
General
13. 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. Please contact the staff
member associated
with this review for guidance on how to submit those materials.
You may contact Mindy Hooker at (202) 551-3732 or John Cash, Accounting
Branch
Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements
and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Asia
Timmons-Pierce at
(202) 551-3754 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Marc Jaffe