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United States securities and exchange commission logo
December 22, 2022
Rafael Museri
Chief Executive Officer
Selina Hospitality PLC
6th Floor, 2 London Wall Place
Barbican, London EC2Y 5AU
England
Re: Selina Hospitality
PLC
Registration
Statement on Form F-1
Filed November 30,
2022
File No. 333-268587
Dear Rafael Museri:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Please highlight any differences in the current
trading price, the
prices that the Sponsor, private placement investors, PIPE investors and
other selling
securityholders acquired their shares and warrants, and the price that the
public securityholders
acquired their shares and warrants. Disclose that while
the Sponsor, private
placement investors, PIPE investors and other selling securityholders
may experience a
positive rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they
purchased due to
differences in the purchase prices and the current trading price. Also
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany22,
December NameSelina
2022 Hospitality PLC
December
Page 2 22, 2022 Page 2
FirstName LastName
disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, include appropriate risk factor disclosure.
Cover Page
2. For each of the securities being registered for resale, please
disclose the price that the
selling securityholders paid for such securities.
3. Please clarify your disclosure in the fifth paragraph by specifically
disclosing the exercise
price of the warrants compared to the market price of the underlying
security. As the
warrants are currently out the money, disclose the likelihood that
warrant holders will not
exercise their warrants. Provide similar disclosure in the prospectus
summary, risk
factors, MD&A and use of proceeds sections and disclose that cash
proceeds associated
with the exercises of the warrants are dependent on the stock price.
As applicable,
describe the impact on your liquidity and update the discussion on the
ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
4. We note the significant number of redemptions of the BOA Class A
common stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. Please
disclose whether the
shares being registered for resale were purchased by the selling
securityholders for prices
below the current market price of the Ordinary Shares and describe the
negative impact
sales of these shares could have on the public trading price of the
Ordinary Shares.
Risk Factors, page 10
5. Please revise your risk factor on page 35 clarifying the negative
pressure potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Ordinary Shares. To illustrate this risk, disclose the purchase price
of the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding.
6. You state on page 41 that [f]uture resales of Ordinary Shares
and/or Warrants may cause
the market price of such securities to drop significantly . . ." This
statement should be
updated given that this prospectus is facilitating those sales.
MD&A, page 64
7. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Ordinary
Shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
Rafael Museri
Selina Hospitality PLC
December 22, 2022
Page 3
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.
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.
Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at
202-551-3713 with
any questions.
Sincerely,
FirstName LastNameRafael Museri
Division of
Corporation Finance
Comapany NameSelina Hospitality PLC
Office of Real
Estate & Construction
December 22, 2022 Page 3
cc: Benjamin Stein
FirstName LastName