United States securities and exchange commission logo
January 21, 2021
Paul Pereira
Chief Executive Officer
Alfi, Inc.
429 Lenox Avenue
Suite 547
Miami Beach, FL 33139
Re: Alfi, Inc.
Registration
Statement on Form S-1
Filed January 8,
2021
File No. 333-251959
Dear Mr. Pereira:
We have reviewed your 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.
Registration Statement on Form S-1
Risk Factors
Provisions in our Charter and Delaware law, page 23
1. We note your response
to prior comment 4. Your statement that the Court of Chancery
and the federal
district court for the District of Delaware shall have concurrent jurisdiction
for Securities Act
claims is inconsistent with the revised disclosure and your disclosure on
page 58. Please also
revise your prospectus to state that there is uncertainty as to whether
a court would enforce
your exclusive forum provision. In this regard, we note that 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.
Paul Pereira
Alfi, Inc.
January 21, 2021
Page 2
Business, page 37
2. We note your response to prior comment 8. The disclosure on page F-15
is inconsistent
with your statement that you have not yet entered into any license
agreements. Please
revise or advise.
Description of Capital Stock
Securities Offered in this Offering, page 55
3. We note your response to prior comment 10. Please file the form of
warrant as an exhibit
to your registration statement.
Condensed Consolidated Balance Sheet, page F-4
4. We have reviewed your response to prior comment 12 and it is unclear
how you have
revised your disclosure as you continue to classify the tablet
hardware devices that are
placed into service with customers as inventory. We repeat our prior
comment to consider
renaming your line item as you do not sell these tablet devices for
revenue. Refer to ASC
330-10-05-2.
Notes to the Consolidated Financial Statements
Note 3. Significant Accounting Policies
Subsequent Events, page F-12
5. We note you have addressed prior comment 14 by revising your
disclosure to state the
Company has evaluated subsequent events through January 6, 2021. This
date is unclear
in that the audit report on page F-21 is dated January 8, 2021. Please
advise or revise
accordingly and identify the nature of this date. Refer to ASC
855-10-50-1. In addition,
you disclose in your subsequent events footnote on page F-19 that as
of the date of this
report, you have not filed a Form S-1. However, the Form S-1 was filed
on the same date
of the report. Please revise accordingly.
Note 10. Intangible Assets, page F-18
6. Your response to prior comment 15 appears to provide general factors to
consider when
estimating the useful life of an intangible asset. Please provide us
with a detailed analysis
that you used to determine the useful life of your intellectual
property. Refer to ASC 350-
40-35-5, noting paragraph e, that, "given the history of rapid changes
in technology,
FirstName LastNamePaul Pereira
software often has had a relatively short useful life." In addition,
expand your intellectual
Comapany NameAlfi,
property policy Inc.
to clarify that items that you expense and amortize.
Refer to ASC 350-40-
January25.
21, 2021 Page 2
FirstName LastName
Paul Pereira
FirstName
Alfi, Inc. LastNamePaul Pereira
Comapany
January 21,NameAlfi,
2021 Inc.
January
Page 3 21, 2021 Page 3
FirstName LastName
Note 11. Inventory, page F-19
7. It is unclear how you responded to our prior comment 16. Please
provide us with your
analysis and guidance considered to conclude that these tablet devices
have a useful life of
less than one year.
Condensed Consolidated Balance Sheet, page F-22
8. In response to prior comment 13, we note you labeled the items in your
interim balance
sheet as related party, as applicable, but did not similarly identify
related party items in
your year-end balance sheets. On the face of your balance sheet,
please identify the
respective amounts as related party as noted in your related party
note payable on page F-
14. Refer to paragraph 19 of Rule 5-02 of Regulation S-X.
Note 1. Business Description Background, page F-26
9. We have reviewed your response to prior comment 18 and it appears that
you have not
made any revisions in response to the comment. In this regard, your
disclosure indicates
that the Company was formed during 2018. However, the audit report and
your financial
statements appear to show a full year 2018. Please advise or revise
accordingly.
Notes to the Condensed Consolidated Financial Statements, page F-26
10. It is unclear how you responded to our prior comment 19 since the
disclosures were not
revised. Please provide disclosure to show a reconciliation of the
numerators and the
denominators of the basic and diluted per share computations for
income from continuing
operations. Similar concerns apply to your interim financial
statements. Refer to ASC
260-10-50.
Note 6. Income Taxes, page F-31
11. It is unclear how the Company responded to prior comment 20 since the
disclosures were
not revised. Expand your disclosure to explain the nature of your VAT
tax refund and
whether you received the cash amounts related to the VAT tax refund.
In addition, please
consider providing your VAT related disclosures in a separate footnote
as these taxes are
not income taxes.
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.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Paul Pereira
Alfi, Inc.
January 21, 2021
Page 4
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNamePaul Pereira
Division of
Corporation Finance
Comapany NameAlfi, Inc.
Office of Technology
January 21, 2021 Page 4
cc: Andrew M. Tucker
FirstName LastName