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United States securities and exchange commission logo
September 19, 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 of Form F-4
Submitted August 9,
2022
CIK No. 0001909417
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 July
29, 2022 letter.
Form F-4 filed on August 9, 2022
Management s Discussion and Analysis of Financial Condition and
Results of Operations of
Selina
Key Metrics, page 193
1. Please refer to your
response to comment 3. Based on your response, it appears that your
business model allows
you to flex the number of beds in a given room, and charge
variable rates based on
the type of room rented (e.g. private versus shared room). Given
this variability in
your business model, it seems that a total daily revenue per bed metric
would potentially allow
an investor to understand how your ability to sell beds under your
flex model contributes
to your revenue drivers. It also appears that a total daily revenue
Rafael Museri
Selina Hospitality PLC
September 19, 2022
Page 2
per bed metric would enhance your bedspace metric, providing insight
into how
occupancy affected food and beverage sales by quantifying the actual
number of beds
occupied in the period. Please revise to also present a total daily
revenue per occupied bed
measure or explain how your current measure captures the variability
in your business
model.
2. Please refer to the response to comment 3. In your response, you
explain why you include
temporarily out-of-order bedspaces in the total bedspaces metric but
exclude those
bedspaces from the occupancy metric. Please explain to us in greater
detail why you
believe excluding temporarily out-of-order bedspaces from occupancy is
appropriate. In
your response, please address if you believe calculating total
bedspaces and occupancy
using different methodologies is confusing to readers and how you
arrived at that
conclusion. In that regard, we note that a calculation of occupied
bedspaces derived from
total bedspaces and occupancy would potentially be overstated. In
addition, please revise
your disclosures to discuss under what circumstances bedspaces are
deemed to be
temporarily out-of-order, and the number of bedspaces were determined
to be out of order
in each period.
Non-IFRS Financial Measures, page 202
3. We continue to consider your response to our prior comment 5 and may
have additional
comments.
Registration Statement on Form F-4
May the Sponsor and the other Initial Stockholders purchase public shares . .
.., page 17
4. We note your response to comment 1 and your revised disclosure 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 provide us
your analysis regarding how such transactions would comply with the
requirements of
Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
PIPE Subscription Agreement, page 256
5. We note your response to comment 7. However, your disclosure in the
filing has not been
revised. Please clarify whether the backstop agreement provides Bet on
America LLC
FirstName LastNameRafael Museri
with the right, or option, to sell back the shares that it received in
exchange for the
Comapany NameSelina
backstop Hospitality
financing to Selina PLC
following the completion of the business
combination.
Also19,
September file2022
the backstop
Page 2 agreement as an exhibit to the registration
statement.
FirstName LastName
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany 19,
September NameSelina
2022 Hospitality PLC
September
Page 3 19, 2022 Page 3
FirstName LastName
Exhibits
6. We note that your forum selection provision in exhibit 3.2 identifies
the Court of
Chancery of the State of Delaware as the exclusive forum for certain
litigation. Please
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
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. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly.
General
7. We note your response to comment 10. Please reconcile your disclosure
on page 50 that
UBS did not prepare any material that has been provided to the PIPE
investors with your
disclosure on page 121 that beginning in July 2021 UBS prepared the
PIPE presentation.
8. We note your response to comment 11. Please also disclose whether BofA
or UBS
assisted in the preparation or review of any materials reviewed by BOA
s board of
directors or management as part of their services to Selina and/or BOA
and whether BofA
and UBS have withdrawn their association with those materials and
notified BOA of such
disassociation.
9. We note your response to comment 12. Other than BofA s letter dated
July 7, 2022 and
UBS s letter dated August 1, 2022, please provide us with any
correspondence between
BofA Securities and Selina and between UBS and Selina relating to the
firms resignation.
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 Brigitte Lippmann at (202)551-3713 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Ben Stein