View:
United States securities and exchange commission logo
February 8, 2022
Shahar Hania
Chief Executive Officer
Rail Vision Ltd.
15 Ha Tidhar Street
Ra anana, 4366517 Israel
Re: Rail Vision Ltd.
Amendment No. 2 to
Draft Registration
Statement on Form F-1
Submitted January
12, 2022
CIK No. 1743905
Dear Mr. Hania:
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.
Draft Registration Statement on Form F-1, Amendment No. 2
Prospectus Summary
Our Company, page 1
1. Please reconcile your
disclosure here and on page 36 that your technology "is"
revolutionizing railway
safety, with your disclosure on page 44 that your company "is
seeking to"
revolutionize railway safety. Your disclosure throughout should consistently
reflect the stage of
your product development and deployment, and to the extent you
believe your technology
is already revolutionizing the industry, please revise to state it as
a belief or provide us
with support for your statements that your technology is
revolutionizing railway
safety. Alternatively, revise to clarify that this is a goal you are
Shahar Hania
FirstName
Rail VisionLastNameShahar Hania
Ltd.
Comapany8,NameRail
February 2022 Vision Ltd.
February
Page 2 8, 2022 Page 2
FirstName LastName
seeking for your technology. Similarly, revise to state that it is
your belief that your
technology is "cutting edge" and "industry-leading" or provide
additional support for
those statements.
2. In one of the opening paragraphs, please include your revenues and net
losses for your
most recent audited period and interim stub to provide a financial
snapshot of your
company.
Risks Related to this Offering and the Ownership of Our Ordinary Shares, page 4
3. Please update, prior to effectiveness, to also disclose the percentage
of shares to be owned
by your principal shareholders, officers and directors following this
offering.
The report of our independent registered public accounting firm contains an
explanatory
paragraph, page 10
4. Please reconcile your disclosure here that "[t]o date, we have not
generated revenues from
our activities", with your disclosure on page 9 and elsewhere that
your first revenues were
recorded in your unaudited interim condensed financial statements for
the period ended
June 30, 2021.
The market price of our Ordinary Shares may be highly volatile, page 25
5. We note your disclosure on page 26 that the stock market in general,
and the stock of
publicly-traded "medical device companies" in particular, have
experienced extreme price
and volume fluctuations. Please advise how the market for medical
devise companies
impacts your business or revise.
Capitalization, page 33
6. Please revise your capitalization table to present amounts related to
your capitalization
and indebtedness in accordance with Item 3.B of Form 20-F. In this
regard, we note you
have included total assets and total liabilities in your table which
is confusing and
unrelated to capitalization and indebtedness. Also, we note your
presentation of cash and
cash equivalents in your table. Such amounts should be separately
presented. Please revise
your presentation accordingly.
7. Please revise your shareholders' equity section to provide the number
of share capital
authorized, issued and outstanding on an actual, pro forma and pro
forma as adjusted basis
for the period presented.
Dilution, page 34
8. Refer to the first paragraph and your computation of net tangible book
value and related
per share as of June 30, 2021. It appears your actual net tangible
book value should be a
deficit of approximately $(3.2) million, or $(15.61) per ordinary
share. Further, in
Shahar Hania
FirstName
Rail VisionLastNameShahar Hania
Ltd.
Comapany8,NameRail
February 2022 Vision Ltd.
February
Page 3 8, 2022 Page 3
FirstName LastName
reference to the second paragraph, it appears the pro forma net
tangible book value and
related per share should be $6.7 million and $25.89 per ordinary
share, respectively.
Please advise as to your computations, including the amount of any
intangible assets, or
revise your disclosures accordingly.
9. Refer to footnote (1) disclosure regarding the number of Ordinary
Shares you will be
required to issue pursuant to an anti-dilution provision. Please
describe the anti-dilution
provision and explain how such anti-dilutive shares are reflective in
the computation of
dilution per Ordinary Share to new investors.
Industry Overview and Market Opportunity, page 45
10. We note that you disclose train incident and accident data from 2015,
2016 and 2017 in
this section. Please update the data to the most recent practicable
date, or advise why you
believe these particular years are most relevant for investors.
Competition, page 53
11. We note your disclosure regarding your competitors and your belief
that your railway
detection system's contribution to train safety will be greater than
that of existing railway
detection systems by your competitors. Please substantiate this
statement or balance this
disclosure by stating here that you are a development-stage company,
that your products
are still in development, and discuss your current competitive
position within the industry.
Please also provide additional support for your statement that your
competitors offer a
shorter range-detection distance and provide a lower detection
probability of obstacles, or
revise to state as your belief. In this regard, we note your
disclosure on page 55 that much
of your competitor information has been provided from publications by
the various
competitors, and has not been independently verified by you, so it
seems plausible
competitors could be developing additional technologies or features
not yet publicly
available. As such, please prominently disclose that the competitive
analysis provided are
your beliefs or delete the chart at page 55.
Committees of the Board of Directors, page 69
12. We note your risk factor disclosure on page 16 related to potential
cybersecurity
incidents. To the extent cybersecurity risks are material to your
business, please disclose
here, or in another appropriately captioned section, the nature of the
board s role in
overseeing your cybersecurity risk management, the manner in which the
board will
administer this oversight function and any effect this will have on
the board s leadership
structure.
Certain Relationships, page 79
13. We note your statement that you do business with "other companies
affiliated with [y]our
Shahar Hania
Rail Vision Ltd.
February 8, 2022
Page 4
principal shareholders" and that "such arrangements have been entered
into in the ordinary
course of business." Please confirm that you have provided disclosure
for all transactions
required by Item 7.B of Form 20-F.
Interim Condensed Financial Statements
Interim Condensed Balance Sheets, page F-2
14. Please remove your presentation of pro forma information on the face
of the historical
balance sheets and the related footnote on page F-7. Pro forma basic
and diluted loss per
share presented on the face of your statements of operations on page
F-3 should also be
removed. We refer you to the guidance outlined in Rule 11-02(a)(12)(i)
of Regulation S-
X.
Item 8. Exhibits and Financial Statement Schedules, page II-3
15. Please file as an exhibit your Strategic Partnership Agreement with
Knorr-Bremse as
discussed on page 52 or provide your analysis as to why you believe it
is not required.
General
16. Please provide us 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. Please contact the staff member
associated with the review
of this filing to discuss how to submit such copies.
You may contact Beverly Singleton at 202-551-3328 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
FirstName LastNameShahar Hania Sincerely,
Comapany NameRail Vision Ltd.
Division of
Corporation Finance
February 8, 2022 Page 4 Office of
Manufacturing
FirstName LastName