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United States securities and exchange commission logo
March 7, 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
Draft Registration
Statement on Form F-4
Submitted February
8, 2022
CIK No. 0001909417
Dear Mr. Museri:
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 F-4
Questions and Answers About the Business Combination and the Special
Meeting, page 7
1. Please revise your
sensitivity analysis disclosure to show the potential impact of
redemptions on the per
share value of the shares owned by non-redeeming shareholders by
including a range of
redemption scenarios, including minimum, maximum and interim
redemption levels.
2. We note your disclosure
on page 11 that the sponsor and the officers and directors of
BOA agreed to waive
their redemption rights with respect to their shares of BOA common
stock. Please describe
any consideration provided in exchange for this agreement.
Rafael Museri
FirstName LastNameRafael Museri
Selina Holding Company, UK Societas
Comapany
March NameSelina Holding Company, UK Societas
7, 2022
March2 7, 2022 Page 2
Page
FirstName LastName
Summary, page 20
3. Please disclose if the SPAC s sponsors, directors, officers or their
affiliates will
participate in the private placement to purchase 5,545,000 PIPE
Shares.
4. Please quantify Selina's history of revenues and net losses since
inception, as well as its
accumulated deficit as of a recent date.
Interests of BOA Directors and Officers in the Business Combination, page 28
5. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material. Additionally,
please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company. Moreover, please highlight the risk
that the sponsor
will benefit from the completion of a business combination and may be
incentivized to
complete an acquisition of a less favorable target company or on terms
less favorable to
shareholders rather than liquidate.
6. Please add a conflicts of interest discussion so that it highlights
all material interests in the
transaction held by the sponsor and the company s officers and
directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, Selina. Clarify how the board considered those
conflicts in negotiating
and recommending the business combination. We also note that your
charter waived the
corporate opportunities doctrine. Please address this potential
conflict of interest and
whether it impacted your search for an acquisition target.
Risk Factors, page 42
7. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
8. Please add a risk factor to disclose all possible sources and extent
of dilution that
shareholders who elect not to redeem their shares may experience in
connection with the
business combination. Provide disclosure of the impact of each
significant source of
dilution, including the amount of equity held by founders, convertible
securities, including
warrants retained by redeeming shareholders, at each of the redemption
levels detailed in
your sensitivity analysis, including any needed assumptions. We also
note the disclosure
starting on page 175 relating to 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
Rafael Museri
FirstName LastNameRafael Museri
Selina Holding Company, UK Societas
Comapany
March NameSelina Holding Company, UK Societas
7, 2022
March3 7, 2022 Page 3
Page
FirstName LastName
combination. If these security holders are able to convert their
securities in connection
with the business combination or PIPE Investment, please disclose the
potential dilution to
non-redeeming shareholders. Also 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. Finally, 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.
9. We note that upon the completion of the business combination all BOA
Acquisition Corp.
warrants that have not been exercised will become Selina warrants that
may be exercised
to purchase one Selina ordinary share. Please highlight the material
risks to public
warrant holders, including those arising from differences between
private and public
warrants. Clarify whether recent common stock trading prices exceed
the threshold that
would allow the company to redeem public warrants. 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.
Background of the Business Combination, page 94
10. We note on page 99 disclosure that a presentation was provided to the
PIPE investors.
Please disclose whether the projections provided in the PIPE investor
presentation are
materially similar to those provided in this filing. For example, we
note that Selina's
financial projections provided in the Rule 425 prospectus filed on
January 20, 2022 by
BOA Acquisition Corp. contain projections for the year 2025, whereas
page 106 of the
filing only reflects projections for the years 2022, 2023, and 2024.
If different sets of
projections were prepared for different reasons and delivered to
different investors, please
disclose and explain the reasons for such different projections.
Certain Projected Financial Information, page 106
11. Please address the following with respect to the projections on page
106 of your filing:
Please expand your disclosure to include a narrative discussion of
the adjustments
made to arrive at the non-IFRS measures of Selina Unit Level
EBITDA, Operating
Income (Loss) before Corporate Overhead and Adj. EBITDA from net
loss.
Clarify for us why Remote Year Revenue is included in Selina Unit
Level EBITDA
but Remote Year Operating Expenses appear to be excluded from the
measure.
Expand your disclosure to include a discussion of the types of
costs excluded from
your non-IFRS measures and the historic significance of these
costs to your
operations.
12. On page 107 you describe various matters underlying the projections in
which Selina's
management made estimates and assumptions, including future industry
performance
under various industry scenarios as well as assumptions for
competition, general business,
economic, market and financial conditions and matters specific to the
businesses of
Rafael Museri
FirstName LastNameRafael Museri
Selina Holding Company, UK Societas
Comapany
March NameSelina Holding Company, UK Societas
7, 2022
March4 7, 2022 Page 4
Page
FirstName LastName
Selina. Please revise your disclosure to include detailed quantitative
and qualitative
disclosure regarding the material underlying assumptions, conclusions
and limitations of
the projections. Additionally, please disclose whether the projections
are in line with
historic operating trends; if not, address why the projections are
reasonable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Selina
Key Trends and Factors Affecting the Results of Selinas Operations, page 162
13. If known, please discuss any trends relating to Selina's labor costs
that are reasonably
likely to have a material effect on Selina's profitability. We note
the disclosure on page
167 that "Selina expects its payroll and employee expenses to decrease
as a percentage of
revenues as Selina continues to institute labor efficiency strategies
including the
application of technology to manage labor resources." See Item 5.D of
Form 20-F.
Non-IFRS Financial Measures, page 172
14. Please address the following with respect to your non-IFRS measures:
It appears your calculation of EBITDA excludes non-operational
income, net and
impairments. Please explain to us how your calculation complies
with question
103.01 of the Compliance & Disclosure Interpretations related to
Non-GAAP
Financial Measures.
We note your calculations of Adjusted EBITDA and Unit-Level EBITDA
exclude rent expense. Please explain to us how you determined this
would be an
appropriate adjustment to arrive at your non-IFRS financial
measures. Reference is
made to question 100.01 of the C&DI related to Non-GAAP Financial
Measures.
We note your calculation of Unit-Level EBITDA excludes corporate
overhead costs.
Please provide us with a detailed schedule of these costs, tell us
where they are
located on your consolidated statements of profit or loss, and
explain to us why they
are not costs directly related to the operation of your
properties.
Management Following the Business Combination, page 195
15. Please reconcile your corporate governance disclosure under this
heading with your
disclosure in the risk factor on page 57 As Selina will be a
foreign private issuer and
intends to follow certain home country corporate governance practices
" Please make
clear under this heading whether you intend to follow the practices
specified in that risk
factor.
Certain Material U.S. Federal Income Tax Considerations, page 209
16. We note your disclosure on page 212 that if the Section 7874
Percentage applicable to the
business combination is at least 60% but less than 80%, Selina and
certain of Selina s
shareholders may be subject to adverse tax consequences. Please
provide risk factor
disclosure or advise.
Rafael Museri
Selina Holding Company, UK Societas
March 7, 2022
Page 5
17. We note your disclosure that the business combination is intended to
qualify as a tax-free
reorganization within the meaning of Section 368(a) of the Code,
although this
treatment is not entirely free from doubt. You also state that if the
business combination
qualifies as a tax-free reorganization, U.S. Holders will generally not
recognize gain or
loss. Please disclose that you have received 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 76 to discuss the opinion. For guidance, see Staff
Legal Bulletin No.
19, Section III. Also clarify the federal income tax consequence
disclosure on pages 12,
17 and 26.
Security Ownership of Certain Beneficial Owners and Management of BOA and
Selina, page
247
18. Please disclose the sponsor and its affiliates' total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Enforceability of Civil Liability, page 252
19. Please revise your disclosure to include all of the information required
by Item 101(g) of
Regulation S-K, including, for example, information regarding material
jurisdictions,
officers, directors and experts. Additionally, please make clear whether
any treaties or
reciprocity may exist with the United States and any material
jurisdiction. We note, for
example, your disclosure on page 244 under Shareholder Suits."
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 NameSelina Holding Company, UK Societas
Office of Real
Estate & Construction
March 7, 2022 Page 5
cc: Ben Stein
FirstName LastName