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United States securities and exchange commission logo
September 20, 2022
Leonardo Santos
Chief Executive Officer
Semantix, Inc.
Avenida Eus bio Matoso, 1375, 10 andar
S o Paulo, S o Paulo, Brazil, 05423-180
Re: Semantix, Inc.
Registration
Statement on Form F-1
Filed August 24,
2022
File No. 333-267040
Dear Mr. Santos:
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
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
If the warrants are out the money, please 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 section 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.
Leonardo Santos
FirstName LastNameLeonardo Santos
Semantix, Inc.
Comapany 20,
September NameSemantix,
2022 Inc.
September
Page 2 20, 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your ordinary shares
in connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. Highlight the
significant negative impact
sales of shares on this registration statement could have on the
public trading price of the
ordinary shares.
Risk Factors, page 10
4. Include an additional risk factor highlighting 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. Also, disclose that even though the
current trading price is
below the SPAC IPO price, the private investors have an incentive to
sell because they
will still profit on sales because of the lower price that they
purchased their shares than the
public investors.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 129
5. 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.
General
6. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the sponsor, private placement investors, and
PIPE investors 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 and
PIPE investors 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.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
7. We note that the majority of shares being offered for resale are held
by four selling
shareholders: DDT Investments Ltd., ETZ Chaim Investments Ltd., Fundo
de
Investimento em Participa es Multiestrat gia Inovabra I
Investimento no Exteriora
and Crescera Growth Capital Master Semantix Fundo de Investimento em
Participa es
Leonardo Santos
Semantix, Inc.
September 20, 2022
Page 3
Multiestrat gia. Please expand your discussion here to reflect the fact
that this offering
involves the potential sale of a substantial portion of shares for resale
and discuss how
such sales could impact the market price of the company s common stock.
Your
discussion should highlight the fact that these selling shareholders will
be able to sell all
of its shares for so long as the registration statement of which this
prospectus forms a part
is available for use.
8. It appears that you are attempting to simultaneously register the primary
issuance and the
resale of the same 7,000,000 ordinary shares issuable upon the exercise
of 7,000,000
outstanding private placement warrants. Please advise and discuss the
legal basis for your
conclusion that you are able to register both the primary issuance and
resale of these
shares simultaneously.
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 Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
FirstName LastNameLeonardo Santos
Division of
Corporation Finance
Comapany NameSemantix, Inc.
Office of
Technology
September 20, 2022 Page 3
cc: Filipe B. Areno
FirstName LastName