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United States securities and exchange commission logo
October 13, 2022
Robert McKinney
Chief Legal Officer
Westrock Coffee Company
100 River Bluff Drive, Suite 100
Little Rock, Arkansas 72202
Re: Westrock Coffee
Company
Registration
Statement on Form S-1
Filed September 20,
2022
File No. 333-267509
Dear Robert McKinney:
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.
Form S-1 filed September 20, 2022
Cover Page
1. For each of the Shares
and Warrants being registered for resale, please disclose the price
that the selling
securityholders paid for such warrants and shares.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
security. If the
warrants are out of 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.
Robert McKinney
FirstName LastNameRobert
Westrock Coffee Company McKinney
Comapany
October 13,NameWestrock
2022 Coffee Company
October
Page 2 13, 2022 Page 2
FirstName LastName
3. We note the number of redemptions of your common stock in connection
with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that a
significant number of the
shares being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the common stock.
Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the common stock.
Risk Factors, page 8
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
warrants and common stock. 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 slightly 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 of Financial Condition and Results of
Operations, page
51
5. We note that the projected revenues for 2022 were $960.4 million, as
set forth in the
unaudited prospective financial information management prepared and
provided to the
Board, the company s financial advisors and Riverview in connection
with the evaluation
of the Business Combination. We also note that your actual revenues
for the Six Months
Ended June 30, 2022 was approximately $409.8 million. It appears that
you may miss
your 2022 revenue projection. Please update your disclosure in
Liquidity and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances.
6. In light of the 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
common stock, 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.
7. 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 R. Brad Martin, a beneficial owner of appx.
14.3% of your
outstanding shares, will be able to sell his shares for so long as the
registration statement
Robert McKinney
Westrock Coffee Company
October 13, 2022
Page 3
of which this prospectus forms a part is available for use.
8. We note that the rights of certain investors provide those investors with
the right to sell
back securities to the company at a fixed price five and a half years
after the closing date
of the business combination. Please revise to discuss the risks that
these agreements may
pose to other holders if you are required to buy back the securities as
described therein.
For example, discuss how such forced purchases would impact the cash you
have
available for other purposes and to execute your business strategy.
General
9. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and warrants being registered for resale. Highlight any
differences in the current
trading price, the prices that the Sponsor, private placement investors,
PIPE investors, and
other selling securityholders 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, PIPE investors, and other selling
securityholders 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.
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 Alex King at 202-551-8631 or Geoffrey Kruczek at
202-551-3641 with
any questions.
Sincerely,
FirstName LastNameRobert McKinney
Division of
Corporation Finance
Comapany NameWestrock Coffee Company
Office of
Manufacturing
October 13, 2022 Page 3
cc: Brandon Price
FirstName LastName