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United States securities and exchange commission logo
September 27, 2022
Rafael Museri
Chief Executive Officer
Selina Hospitality PLC
6th Floor, 2 London Wall Place
Barbican, London EC2Y 5AU
England
Re: Selina Hospitality
PLC
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 23,
2022
File No. 333-266715
Dear Mr. Museri:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 19, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed September
23, 2022
May the Sponsor and the other Initial Stockholders purchase public
shares..., page 17
1. We note your response
to comment 4. However, your disclosure still states that "the
Initial Stockholders,
Selina and/or its affiliates may enter into transactions with investors
and others to provide
them with incentives to acquire shares of BOA Class A Common
Stock or vote their
shares in favor of the Business Combination Proposal." Please revise.
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany 27,
September NameSelina
2022 Hospitality PLC
September
Page 2 27, 2022 Page 2
FirstName LastName
Key Metrics, page 194
2. Please refer to the responses to comments 1 and 2. Please balance your
disclosure of open
bedspaces by including disclosure of out of order bedspaces as of the
same date.
Similarly, please also include occupancy and total revenue per
bedspace measures that
have as their denominator total open bedspaces (including out-of-order
beds).
Non-IFRS Financial Measures, page 203
3. We have considered your response to our prior comment 5 in your
response letter dated
August 9, 2022. We note that your non-IFRS measures of Adjusted EBITDA
and Unit-
Level Operating Profit/(Loss) both include an adjustment for rent
payments. Please
address the following points with respect to your measures:
Please revise your calculation of adjusted EBIDTA to remove the
rent payment
adjustment.
Please provide us with an analysis of why you believe excluding
rent payments from
unit level operating profit/loss measure provides meaningful
information to
investors. Your response should address (1) why you believe a
rent payment
adjustment is need to arrive at a measure of until level
operating profit and (2) how
you determined the rent adjustment should be comprised of current
period lease
payments rather than lease related expenses that are reflected on
your income
statement.
Please revise to clarify why the unit level operating
profit/loss measures in this table
do not agree the same titled combined measures in the Segment
Reporting footnote
on page F-39.
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 Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Ben Stein