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October 9, 2018
Ethan Brown
President and Chief Executive Officer
Beyond Meat, Inc.
1325 E. El Segundo Blvd.
El Segundo, CA 90245
Re: Beyond Meat, Inc.
Draft Registration Statement on Form S-1
Submitted September 11, 2018
CIK No. 0001655210
Dear Mr. Brown:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. You use market data derived from reports prepared by third parties.
Please include the
names and dates of the reports you cite by BMI Research, The
Organization for Economic
Cooperation and Development, The World Health Organization, and The
Bureau of Labor
Statistics. Please also provide us with supplemental support, or in the
alternative provide
citations, for all statements that utilize market data or relate to your
competitive position
within your industry.
Ethan Brown
FirstName LastNameEthan Brown
Beyond Meat, Inc.
Comapany 2018
October 9, NameBeyond Meat, Inc.
October 9, 2018 Page 2
Page 2
FirstName LastName
2. You suggest at page 2 that there is an enthusiasm for "the concept of
an authentically
meaty tasting plant-based burger" and that this "drove more than 4.0
billion earned media
impressions in 2017 ... with 6.8 billion media impressions between
January and August
2018." Please revise to clarify why the number of "earned media
impressions" would be
material to investors, define the term, and quantify the number of
such impressions which
related directly to your product. Also provide us with supplemental
support for these
assertions.
3. We note the disclosure at page 3 under "Our Industry and Market
Opportunity" regarding
your potential capture of a "significant amount" of the anticipated or
potential category
growth of up to $35,000,000,000 because you are a "market leader" and
by analogy to the
non-dairy milk market. Please provide us with supplemental support for
your status as a
"market leader," the anticipated "category growth" you reference, and
the reasons you
believe that your market is comparable and therefore likely to achieve
"at least" the same
proportionate amount of success enjoyed by the non-dairy milk market.
Also quantify the
period of time over which such market growth occurred.
Use of Proceeds, page 41
4. Please revise to disclose the approximate amount of proceeds you
intend to allocate to
each of the identified uses once the offering size is known. See Item
504 of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
Overview, page 52
5. Your disclosure states that "we have experienced strong sales growth
over the past few
years, increasing our net revenues from $8.8 million in 2015 to $32.6
million in 2017,
representing a 92% compound annual growth rate." For a more balanced
discussion,
include disclosure here that also addresses the net losses you
reported for the comparable
years.
6. We note your disclosure on page 19 indicating that The Beyond Burger
accounted for
approximately 48% of your gross revenues for the year ended December
31, 2017. Please
expand your discussion here to address the significance of this
product to your operations.
With reference to your statement that you "sell a range of plant-based
products across the
three main meat platforms of beef, pork and poultry," tell us how you
considered
providing disaggregated revenue information for each of the product
platforms you offer
as part of your discussion of operating results.
Ethan Brown
FirstName LastNameEthan Brown
Beyond Meat, Inc.
Comapany 2018
October 9, NameBeyond Meat, Inc.
October 9, 2018 Page 3
Page 3
FirstName LastName
Executive Compensation,
Narrative to Summary Compensation Table
Executive Employment Agreements, page 98
7. We note that Ethan Brown, your President and Chief Executive Officer,
earned a salary of
$288,789 and a performance bonus award of $124,700 for fiscal 2017.
Please disclose the
material terms of your employment arrangement with Mr. Brown, whether
written or
unwritten. See Item 402(o)(1) of Regulation S-K.
Principal Stockholders, page 110
8. Consistent with Item 403 of Regulation S-K and Exchange Act Rule
13d-3, please
identify the natural person or persons who directly or indirectly
exercise sole or shared
voting and/or dispositive power with respect to the shares held of
record by Avondale
Agents Limited, Eminent Harmony Limited, Total Formation Inc., and
Ultimate Epoch
Limited.
Description of Capital Stock
Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Amended and
Restated
Certificate of Incorporation
Exclusive Forum, page 118
9. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the sole and exclusive forum for certain actions,
including any "derivative
action." Please disclose whether this provision applies to actions
arising under the
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder. If this
provision does not
apply to actions arising under the Exchange Act, please also ensure
that the exclusive
forum provision in your governing documents states this clearly.
Financial Statements
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Unaudited Pro Forma Information, page F-9
10. Your disclosure on page F-24 outlines the conditions required for the
conversion of your
convertible preferred stock. In connection with your pro forma
presentation in this filing,
please confirm to us that you currently expect the offering to meet
the conditions for
automatic conversion, including the minimum offering price
requirement. If you
subsequently conclude that the conditions may not be satisfied, revise
the filing
accordingly.
Ethan Brown
Beyond Meat, Inc.
October 9, 2018
Page 4
General
11. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Wei Lu, Staff Accountant, at 202-551-3725 or Jennifer
O'Brien, Staff
Accountant, at 202-551-3721 if you have questions regarding comments on the
financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-
551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at
202-551-3707 with any
other questions.
FirstName LastNameEthan Brown Sincerely,
Comapany NameBeyond Meat, Inc.
Division of
Corporation Finance
October 9, 2018 Page 4 Office of
Natural Resources
FirstName LastName