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United States securities and exchange commission logo
September 24, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re: Mission Produce,
Inc.
Amendment No. 2 to
Registration
Statement on Form S-1
Filed September 22,
2020
File No. 333-248596
Dear Mr. Barnard:
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.
Amendment No. 2 to Form S-1 filed September 22, 2020
The Offering, page 11
1. We note the share
figures that you disclose in this section regarding the common stock
offered by you and your
selling stockholders, as well as the shares that will be outstanding
after this offering.
Please revise this section to indicate the percentage of shares that will
be held by insiders and
your affiliates, and the percentage of shares that will be held by
public investors.
Please also revise to include disclosure on the cover page that indicates
the percentage of
shares that will be held by public investors following the offering. In
addition, please revise
to indicate whether you will be considered a controlled company
following the offering
or if it is likely that you may become a controlled company in the
Stephen J. Barnard
Mission Produce, Inc.
September 24, 2020
Page 2
near future. If so, please revise your filing to disclose the legal
implications and risks of
being a controlled company.
Part II - Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-3
2. We note your disclosure that you reincorporated in Delaware on
September 21, 2020. We
further note that you include several "form of" exhibits in your
exhibit index, including a
Form of Certificate of Incorporation and Form of Bylaws. Please refer
to Item 601 of
Regulation S-K and advise us if you do not intend on filing final,
executed agreements
prior to effectiveness of the registration statement.
You may contact Lisa Vanjoske at (202) 551-3614 or Kristin Lochhead at
(202) 551-
3664 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at (202) 551-3234 or Sandra Hunter
Berkheimer at (202)
551-3758 with any other questions.
FirstName LastNameStephen J. Barnard Sincerely,
Comapany NameMission Produce, Inc.
Division of
Corporation Finance
September 24, 2020 Page 2 Office of Life
Sciences
FirstName LastName