Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver, CO 80202 T +1 303 899 7300 F +1 303 899 7333 www.hoganlovells.com |
July 24, 2020
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: | Sergio Chinos, Staff Attorney |
Erin Purnell, Staff Attorney |
Melissa Raminpour, Accounting Branch Chief |
Heather Clark, Staff Accountant |
Re: | Laird Superfood, Inc. |
Amendment No. 1 to |
Draft Registration Statement on Form S-1 |
Submitted July 2, 2020 |
CIK No. 1650696 |
Ladies and Gentlemen:
On behalf of Laird Superfood, Inc. (Laird Superfood or the Company), we hereby submit this letter in response to the comment received from the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the Commission) by letter dated July 15, 2020, with respect to the above-referenced amended Draft Registration Statement on Form S-1 (the Draft Registration Statement).
In response to the Staffs comment, the Company has revised the Draft Registration Statement and is confidentially submitting via EDGAR draft submission No. 3 of the draft registration statement (the Amended DRS) with this response letter.
Set forth below in bold is the Staffs comment, followed immediately by the Companys response. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings set forth in the Amended DRS.
Form DRS/A submitted July 2, 2020
General
1. | We note your disclosure on page 44 that your exclusive forum provision does not apply to actions arising under the Exchange Act. Please ensure that the exclusive forum provision in your Amended and Restated Certificate of Incorporation states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to actions arising under the Exchange Act. |
United States Securities and Exchange Commission
July 24, 2020
Page 2
Response: The Company respectfully acknowledges the Staffs comment and confirms that the exclusive forum provision in its amended and restated certificate of incorporation, as effective on the closing of the offering, will state clearly that the exclusive forum provision does not apply to actions arising under the Exchange Act. The Company further advises the Staff that it will include a similar clarifying statement in its future filings with the Commission.
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Please do not hesitate to contact the undersigned at (303) 454-2449 if you have any questions or would like any additional information.
Sincerely,
/s/ David R. Crandall
David R. Crandall
cc: | Paul Hodge, Laird Superfood, Inc. |
Valerie Ells, Laird Superfood, Inc. |
Andrew J. McCormick, Laird Superfood, Inc. |
Thomas S. Levato, Goodwin Procter LLP |