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United States securities and exchange commission logo
April 15, 2022
Rafael Museri
Chief Executive Officer
Selina Holding Company, UK Societas
6th Floor, 2 London Wall Place
Barbican, London EC2Y 5AU
England
Re: Selina Holding
Company, UK Societas
Amendment No. 1 to
Draft Registration
Statement on Form F-4
Submitted April 1,
2022
CIK No. 0001909417
Dear Mr. Museri:
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. References to prior comments
refer to comments in our
letter dated March 7, 2022.
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 F-4
Interests of BOA's Directors and Officers in the Business Combination,
page 31
1. We note your response
to comment 5. Please include the current value of the securities
held by the Sponsor.
You disclose on page 33 that the Sponsor, your officers and
directors and their
respective affiliates may be entitled to reimbursement for any
reasonable
out-of-pocket expenses related to identifying, investigating and consummating
the Business
Combination, and repayment of any other loans. Please quantify any such
out-of-pocket expenses,
loans or other fees.
Rafael Museri
FirstName LastNameRafael Museri
Selina Holding Company, UK Societas
Comapany
April Name Selina Holding Company, UK Societas
15, 2022
April 215, 2022 Page 2
Page
FirstName LastName
Risk Factors, page 47
2. We note your response to comment 8. Please quantify the value of
warrants, based on
recent trading prices, that may be retained by redeeming stockholders
assuming maximum
redemptions and identify any material resulting risks. Further, it
appears that
underwriting fees remain constant and are not adjusted based on
redemptions. Revise
your disclosure to disclose the effective underwriting fee on a
percentage basis for shares
at each redemption level presented in your sensitivity analysis
related to dilution.
3. We note your response to comment 8. Starting on page 194 you disclose
the right of
Selina security holders to convert their debt and/or warrants into
Selina Ordinary Shares
upon the occurrence of certain triggering events, such as a qualifying
equity financing or
the consummation of the business combination. Please disclose whether
these security
holders are able to convert their securities in connection with the
business combination or
PIPE Investment and, if so, describe the potential dilution to
non-redeeming shareholders.
Long-Term Growth Opportunity, page 116
4. We note your response to comment 10. Please include your response to
the comment in
the filing and tell us why you did not include the projections in the
Rule 425 prospectus
filed on January 20, 2022 in the filing.
Conflicts of Interest, page 124
5. We note your response to comment 6. Please describe any interest in,
or affiliation with,
Selina. Clarify how the board considered those conflicts in
negotiating and
recommending the business combination. We note, for example, your
disclosure on page
108 regarding Mr. Friedman's consulting arrangement with Selina.
BOA's Business, page 143
6. We note your disclosure on page 144 that the BOA Initial Stockholders,
Selina and/or its
affiliates may purchase BOA Class A Common Stock in privately
negotiated transactions
or in the open market and that the purpose of any such purchases could
be to vote such
shares in favor of the Business Combination. Please explain how such
purchases would
comply with the requirements of Rule 14e-5 under the Exchange Act. For
guidance, see
Compliance and Disclosure Interpretations (Tender Offers and
Schedules) Question
166.01.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Selina
Non-IFRS Financial Measures, page 191
7. We have considered your response to comment 14. It appears that your
rent adjustment
represents cash rent payments as reflected in the lease liability
schedule disclosed on page
F-39. Please tell us whether your lease agreements are subject to any
free rent periods,
Rafael Museri
Selina Holding Company, UK Societas
April 15, 2022
Page 3
concessions or other similar terms that would cause cash basis rents to
vary significantly
from period to period.
Certain Relationships and Related Party Transactions, page 223
8. Please describe the material terms of the conditional backstop.
Certain Material U.S. Federal Income Tax Considerations, page 231
9. We note your response to comment 17. We reissue the comment as the
disclosure on page
235 makes clear the business combination is intended to qualify as a tax
free
reorganization. Please disclose your receipt of a tax opinion and file it
as an exhibit. If
the tax opinion is a should or more likely than not opinion,
revise your risk factor
disclosure on page 84 to discuss the opinion. For guidance, see Staff
Legal Bulletin
No. 19, Section III. Also clarify the federal income tax consequence
disclosure on pages
15, 21 and 30.
Description of Selina Warrants, page 258
10. We note your response to comment 9. Please clearly explain the steps, if
any, the
company will take to notify all shareholders, including beneficial
owners, regarding when
the warrants become eligible for redemption.
General
11. We note the interview with Selina CEO & Co-Founder Rafael Museri
published by Exec
Edge dated April 4, 2022; however, it appears that a Rule 425 prospectus
was not filed.
Please advise.
You may contact Paul Cline at 202-551-3851 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameRafael Museri
Division of
Corporation Finance
Comapany Name Selina Holding Company, UK Societas
Office of Real
Estate & Construction
April 15, 2022 Page 3
cc: Ben Stein
FirstName LastName