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United States securities and exchange commission logo
July 29, 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. 3 to
Draft Registration
Statement on Form F-4
Submitted July 8,
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
April 15, 2022 letter.
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.
Amendment No. 3 to Draft Registration Statement on Form F-4 Submitted
July 8, 2022
May the Sponsor and the other Initial Stockholders purchase public
shares or warrants prior to
the Special Meeting?, page 17
1. We note your response
to comment 6 and your disclosure that the initial stockholders,
Selina and/or its
affiliates may purchase shares from public stockholders for the purpose
of voting their shares
in favor of the business combination proposal. Please explain how
such purchases would
comply with the requirements of Rule 14e-5 under the Exchange
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany
July NameSelina Hospitality PLC
29, 2022
July 29,
Page 2 2022 Page 2
FirstName LastName
Act. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure
Interpretation 166.01 for guidance.
Interests of BOA's Directors and Officers in the Business Combination, page 129
2. We note your response to comment 1. Please also include the current
value of securities
held by the sponsor, officers, directors and affiliates in this
section of the filing.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Selina
Key Metrics, page 189
3. Please address the following with respect to your key metrics:
Expand on why you believe bedspaces provides a more meaningful
basis for
preparing your key metrics instead of actual beds. In that regard
we note that
although your metrics reflect a static capacity, actual capacity
(i.e. beds) does not
appear to remain static. Additionally, given that the product
delivered to customers is
a bed, tell us how you considered the need to also provide your
metrics on a per bed
basis.
We note your measure of total bedspaces is inclusive of of spaces
that may be
temporarily out-of-order while occupancy excludes any temporarily
out-of-order
beds. Explain the apparent inconsistency and tell us why
temporarily out-of-order
spaces are excluded from occupancy.
Given TRevPOB is calculated using occupancy, clarify for us
whether the metric also
excludes bedspaces that are temporarily out-of-order, and if so
explain the rationale
for excluding those temporarily out-of-order bedspaces.
We note your measure of TrevPAB is labeled as annualized. Clarify
for us what
component of this metric is annualized.
Results of Operations, page 195
4. Please expand your discussion of year over year changes in operations
to provide a more
robust explanation for the variances. For example, we note your
disclosure that the
increase in revenues was due to partial recovery in global travel as
well as the opening of
new locations. Please expand your disclosure to quantify the impact of
these factors.
Non-IFRS Financial Measures, page 198
5. We have considered your response to our prior comment 7. Please
address the following
with respect to your non-IFRS financial measures:
Please confirm that your adjustment for rent payment includes the
entire payment
made under the lease. In that regard, we note your disclosure on
page F-69 that the
total lease payment due in less than one year as of 12/31/20 was
approximately $34.7
million while the adjustment to your non-IFRS measures is
approximately $24.8
million.
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany
July NameSelina Hospitality PLC
29, 2022
July 29,
Page 3 2022 Page 3
FirstName LastName
Tell us what consideration you have given to disaggregating
your adjustment for
other non-recurring expenses given the significance of the amount
to adjusted
EBITDA and unit-level operating loss. In your response please
provide us with a
schedule detailing the costs included in this line item.
Liquidity and Capital Resources, page 199
6. We note your disclosure that Selina believes that its cash on hand
will be sufficient to
meet its liquidity requirements for at least 12 months. We further
note disclosure in
Selina's financial statements discussing the substantial doubt about
the company's ability
to continue as a going concern. Please expand the disclosure in the
liquidity section of
Selina's MD&A to more fully discuss the substantial doubt about the
entity's ability to
continue as a going concern and management's plans to alleviate that
concern.
PIPE Subscription Agreement, page 251
7. We note your response to comment 8. Please clarify whether the
backstop agreement
provides Bet on America LLC with the right, or option, to sell back
the shares that it
received in exchange for the backstop financing to Selina following
the completion of the
business combination.
Certain Material U.S. Federal Income Tax Considerations, page 261
8. We note your response to comment 9; however, your disclosure must
clearly state what
the material tax consequences are to investors. If the transaction is
tax-free or so complex
that investors would need to have the benefit of an expert's opinion
to understand the tax
consequences, please file a tax opinion. For guidance, see Staff Legal
Bulletin No. 19,
Section III.
General
9. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
Rafael Museri
FirstName LastNameRafael Museri
Selina Hospitality PLC
Comapany
July NameSelina Hospitality PLC
29, 2022
July 29,
Page 4 2022 Page 4
FirstName LastName
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
10. We note your disclosure on page 118 that effective May 18, 2022,
Selina and BofA
Securities, Inc. mutually agreed to terminate their engagement and
that BofA Securities
has waived its fees under its financial advisor engagement letter and
has informed Selina
that BofA Securities will not be responsible for any portion of the
proxy
statement/prospectus. Please tell us whether BofA Securities was
involved in the
preparation of any disclosure that is included in the registration
statement, or material
underlying disclosure in the registration statement, including but not
limited to the
disclosure regarding the summary of the financial analyses prepared by
Selina s
management and reviewed by the board of directors of BOA Acquisition
Corp or the
projected financial information of Selina. If BofA Securities was
involved in preparing
this disclosure, please also include a risk factor describing their
role in connection with the
preparation of the registration statement and the valuation of Selina
and that they disclaim
any liability in connection with such disclosure included in the
registration statement. If
applicable, please also disclose the rationale for continuing to rely
on information
disclaimed by the professional organization associated with or
responsible for such
information.
11. Please disclose whether BofA Securities assisted in the preparation or
review of any
materials reviewed by BOA Acquisition s board of directors or
management as part of
their services to Selina and whether BofA Securities has withdrawn its
association with
those materials and notified BOA Acquisition of such disassociation.
For context, include
that there are similar circumstances in which a financial institution
is named and that
BofA Securities resignation indicates it is not willing to have the
liability associated with
such work in this transaction.
12. Please provide us with any correspondence between BofA Securities and
Selina relating to
the firm's resignation.
13. Please provide us with the engagement letter between Selina and BofA
Securities. Please
disclose any ongoing obligations of Selina pursuant to the engagement
letter that will
survive the termination of the engagement, such as indemnification
provisions, rights of
first refusal, and lockups, and discuss the impacts of those
obligations on Selina in the
registration statement.
14. Please provide us with a letter from BofA Securities stating whether
it agrees with the
statements made in your prospectus related to their resignation and,
if not, stating the
respects in which they do not agree. Please revise your disclosure
accordingly to reflect
that you have discussed the disclosure with BofA Securities and it
either agrees or does
not agree with the conclusions and the risks associated with such
outcome. If BofA
Securities does not respond, please revise your disclosure to indicate
you have asked and
not received a response and disclose the risks to investors.
Additionally, please indicate
Rafael Museri
Selina Hospitality PLC
July 29, 2022
Page 5
that BofA Securities withdrew from its role as financial advisor and
forfeited its fees, and
that the firm refused to discuss the reasons for its resignation and
forfeiture of fees with
management. Clarify whether BofA Securities performed substantially all
the work to
earn its fees.
15. We note your disclosure that BofA Securities has informed Selina that
BofA Securities
will not be responsible for any portion of the proxy
statement/prospectus. Please also
caution investors that they should not place any reliance on the fact
that BofA Securities
has been previously involved with the transaction.
16. Please discuss the potential impact on the transaction related to the
resignation of BofA
Securities. We note that BofA Securities has advised on the business
combination
transaction. If BofA Securities would have played a role in the closing,
please revise to
identify the party who will be filling the firm s role.
17. We note your response to comment 11. Please file the April 4, 2022
interview as a Rule
425 prospectus or 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 NameSelina Hospitality PLC
Office of Real
Estate & Construction
July 29, 2022 Page 5
cc: Ben Stein
FirstName LastName