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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D .C . 20549
D IVI S IO N OF
CO RP ORAT IO N FINANCE
September 27,
2018
Thiago Piau
Chief Executive Officer
DLP Payments Holdings Ltd.
R. Fidencio Ramos, 308, 10th Floor
Vila Olimpia
Sao Paulo SP 04551-010
Brazil
Re: DLP Payments Holdings Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 21, 2018
CIK No. 0001745431
Dear Mr. Piau:
We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
General
1. We note your disclosure on page 16 that unless otherwise indicated,
all information
contained in this prospectus assumes the implementation of a share
split of your common
shares effective as of ____, 2018, applied retroactively to all of
the figures herein setting
forth the number of your common shares and per common share data. As
it appears that
this share split will take place prior to, or in connection with this
offering, please clarify
Thiago Piau
DLP Payments Holdings Ltd.
September 27, 2018
Page 2
whether you intend to retrospectively restate your share and per share
data for all periods
presented in your historical financial statements to reflect the reverse
share split. We refer
you to paragraph 64 of IAS 33 and SAB Topic 4C.
2. Please refer to the table on the inside front cover page. Please balance
the undue
prominence given to the non-GAAP measures and to the results for the six
months ended
June 30, 2018 by including here your losses for the six months ended June
30, 2017 and
the fiscal year ended December 31, 2017. For guidance, refer to
Securities Act Forms
Compliance and Disclosure Interpretation 101.02.
3. We note that on September 4, 2018, you acquired an additional interest in
Equals, which
resulted in the company having ownership and control at the 56% level,
and that you
intend to acquire the remaining 44% upon the consummation of the
offering. If
significant, please provide pro forma financial information to reflect
the acquisition
pursuant to the guidance in Article 11 of Regulation S-X.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 3.2 New and Amended Standards and Interpretations, page F-8
4. We note your disclosure on page F-10 that you applied IFRS 9
prospectively on January
1, 2018. Please explain to us why you have not applied this guidance
retrospectively as
required by paragraph 7.2 of IFRS 9.
Exhibits
5. Please have counsel remove assumption 2 in Schedule 2 on page 4 of
Exhibit 5.1.
Counsel may not assume that registrant is not in bankruptcy. For
guidance, refer to
Section II.B.3.a of Staff Legal Bulletin No. 19, available on our website
www.sec.gov.
You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave (202) 551-3601 or J. Nolan McWilliams
at (202) 551-
3217 with any other questions.
Sincerely,
FirstName LastNameThiago Piau
Division of
Corporation Finance
Comapany NameDLP Payments Holdings Ltd.
Office of
Transportation and Leisure
September 27, 2018 Page 2
cc: Byron B. Rooney, Esq.
FirstName LastName