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United States securities and exchange commission logo
October 29, 2021
Gerard G. Law
Chief Executive Officer
The Real Good Food Company, Inc.
3 Executive Campus, Suite 155
Cherry Hill, NJ 08002
Re: The Real Good Food
Company, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 28,
2021
File No. 333-260204
Dear Mr. Law:
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.
Form S-1 Registration Statement, Amendment No. 1
General
1. Please reconcile the
number of shares referenced in the legal opinion filed as Exhibit 5.1
with the number of
shares actually being registered pursuant to the registration statement.
Unaudited Pro Forma Combined Financial Data
Notes to Unaudited Pro Forma Combined Financial Information, page 72
2. We note your discussion
pertaining to pro forma balance sheet adjustments 2(g), 2(h) and
2(i). Based on your
placement of these adjustments, please address the following and
revise or advise as
necessary:
The narrative
discussion for related to the reorganization as Adjustment 2(i) appears
to have been
depicted as Adjustment 2(g) in the pro forma balance sheet;
Gerard G. Law
The Real Good Food Company, Inc.
October 29, 2021
Page 2
It appears that the $48.9 million impact to Noncontrolling
interests discussed within
Adjustment 2(g) has been labeled 2(h) both in the pro forma
balance sheet as well as
within Adjustment 2(f) reconciling the impacts to APIC; and
Regarding the narrative discussion pertaining to Adjustment 2(h)
and considering
Adjustment 2(q) which also provides pro forma impact for your
termination of the
capital markets advisory contract, it appears the pro forma
balance sheet has
mislabeled this as Adjustment 2(i);
As such, please tell us how you have reflected each of these
adjustments in the pro forma
balance sheet as of June 30, 2021.
Dilution, page 77
3. We note your disclosure of pro forma net tangible book value before
and after the
offering, noting elsewhere in your prospectus that you expect to have
6,002,575 shares of
Class A common stock outstanding immediately following the
consummation of the
offering. Please provide a table reconciling the total number of
shares of Class A
common stock deemed to be outstanding before and after your offering
of 5.333 million
Class A common shares, as it appears that your per share computation
of $8.67 before the
offering includes shares to be issued in the offering, with the $10.81
per share amount
including an additional 5.333 million Class A shares. As no other
section of the filing
provides a share reconciliation, inclusive of the Reorganization, the
Assumed Exchange,
and the automatic conversion of all convertible promissory notes
outstanding as of June
30, 2021, include a reconciliation to reflect each of these individual
components in total
and as further distinguished between Class A common stock and Class B
common stock.
4. Please tell us how you calculated the $850.33 per unit increase in pro
forma net tangible
book value attributable to the automatic conversion of all outstanding
convertible
promissory notes. As such amount does not directly impact the
calculation of dilution in
pro forma net tangible book value to new investors, consider providing
such disclosure
elsewhere in your discussion.
5. Regarding your tabular disclosure on page 78 depicting the
substantially higher price
paid by new investors in the offering and Fidelity Investors, please
provide us your
calculations given the weighted average price per share for each
investor designation is
$15.00. Additionally, please tell us how you have depicted the 2.25
million Class B
shares issued to Fidelity, given the Existing stockholders before the
offering appear to
include the Class B shares issued to Members, as well as the Fidelity
Class A shares. In
FirstName LastNameGerard G. Law
your updated table, give consideration to separately providing the
impact of Fidelity
Comapany NameThe
Investors givenReal Gooddiscount
the 20% Food Company, Inc. are to receive in
connection with the
such investors
Octoberqualified
29, 2021public
Page transaction.
2
FirstName LastName
Gerard G. Law
FirstName LastNameGerard G. Law
The Real Good Food Company, Inc.
Comapany
October 29,NameThe
2021 Real Good Food Company, Inc.
October
Page 3 29, 2021 Page 3
FirstName LastName
You may contact Beverly Singleton at (202) 551-3328 or Mark Rakip at
(202) 551-
3573 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sergio Chinos at (202) 551-7844 or Perry Hindin at
(202) 551-3444 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing