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United States securities and exchange commission logo
January 11, 2021
Daniel Chin
General Counsel
Arrival Group
1, rue Peternelchen
L-2370 Howald
Grand Duchy of Luxembourg
Re: Arrival Group
Registration
Statement on Form F-4
Filed December 15,
2020
File No. 333-251339
Dear Mr. Chin:
We have reviewed your 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.
Form F-4 filed December 15, 2020
Cover Page
1. We note that your cover
page is four pages long. Please revise to limit your cover page in
accordance with Item
501(b) of Regulation S-K.
2. We note your disclosure
on page 69 that Holdco will be controlled by Kinetick S.a.r.l., the
majority Arrival
Shareholder, after the completion of the business combination and that as
long as Kinetik
beneficially owns 30% of the outstanding shares, Kinetik has the right to
propose for appointment
a majority of the board of directors. Please revise your
disclosure here, in the
summary, and on page 116 to clearly state this information, and
indicate whether Holdco
will be a controlled company under Nasdaq listing rules.
Daniel Chin
Arrival Group
January 11, 2021
Page 2
Questions and Answers About the Business Combination, page 6
3. Please add a section describing the interests of the subscribers of
the PIPE shares,
including a comparison of the price that they will pay for the 40
million shares of CIIG
Class A Common Stock compared to the market value of the shares based
on the Nasdaq
closing price on the record date.
Who is Arrival?, page 9
4. Please revise your disclosure in this section to state that Arrival's
vehicles are in the
development stage and that it does not expect its first vehicle to be
produced until the
fourth quarter of 2021, if at all.
What interests do CIIG's current officers and directors have in the Business
Combination?, page
11
5. Please revise your disclosure to provide the price that the sponsor
and CIIG's directors
paid for the shares.
6. If material, please quantify the out-of-pocket expenses incurred by
CIIG s directors that
would be eligible for reimbursement.
Summary of the Proxy Statement/Prospectus
Accounting Treatment, page 32
7. We note that the business combination will be accounted for as a
reverse merger
recapitalization under IFRS with the net assets of CIIG Merger Corp.
("CIIG"), the
accounting acquiree, stated at historical cost and no goodwill or
other intangible assets
recorded. To help us better understand your accounting, please address
the following:
Summarize for us your reasons for concluding that CIIG does not
represent
a business as defined under IFRS 3.
Explain to us in sufficient detail how the accounting described
here and the pro forma
adjustments presented on the pro forma balance sheet, including
adjustment (4),
reflect the guidance in IFRS 2. Clarify to us how your presentation
determines and treats the excess of the deemed acquisition cost over
the CIIG cash
FirstName LastNameDaniel Chin
balances and other net assets acquired as a cost of obtaining a
listing that is accounted
Comapany for
NameArrival Group
as an expense pursuant to IFRS 2.8.
January 11, 2021 Page 2
FirstName LastName
Daniel Chin
FirstName LastNameDaniel Chin
Arrival Group
Comapany
January 11,NameArrival
2021 Group
January
Page 3 11, 2021 Page 3
FirstName LastName
Risk Factors
While Arrival has received orders for vehicles..., page 45
8. Please provide more information regarding the nature of the orders for
the electric
vehicles. Please state whether potential customers have paid any
deposits, made any
commitments, or will be required to pay any penalties for
cancellation. In addition, since
you do not anticipate being able to deliver vehicles until 2022 at the
earliest, please clarify
your disclosure that the anticipated lead times are initially expected
to be up to six
months.
Arrival s ability to execute its microfactory production model..., page 47
9. Please disclose how many operational microfactories you have
currently, or how many
you have planned and when they will open for production. Provide
similar disclosure on
page 148. In this regard, we note your statement on page 60 that
"Arrival has
microfactories and employees in both the UK and other European
countries."
The UPS order constitutes substantially all of the current orders..., page 47
10. We note your disclosure that the UPS order for 10,000 vans constitutes
a substantial
portion of existing orders for Arrival vehicles. Please revise your
disclosure to state what
percentage of your existing orders are from UPS. Please also clarify
if you have any
orders for the Arrival Bus, which we note is expected to commence
production by the end
of 2021 with sales expected to begin in early 2022, while the Arrival
Van is scheduled to
start production and sales in the third quarter of 2022.
11. We note that your agreement with UPS is subject to modification or
cancellation. Please
revise your disclosure to fully describe UPS' obligations under the
agreement, including
under what circumstances they may modify or cancel the agreement.
Please discuss
whether the terms of the UPS order differ from other orders that
Arrival has received,
particularly with respect to deposits or cancellation fees. Please
make corresponding
revisions to your disclosure on page 150.
Arrival is subject to risks related to health epidemics and pandemics..., page
61
12. We note your statements that COVID-19 "could adversely affect Arrival
s start-up and
manufacturing plans" and that "If Arrival s workforce is unable to
work effectively,
including due to illness, quarantines, government actions or other
restrictions in
connection with COVID-19, Arrival s operations will be adversely
affected" (emphases
added). Please tell us whether COVID-19 has adversely affected your
start-up and
manufacturing plans and workforce, and revise your disclosure here and
on page 173 as
applicable. Refer to CF Disclosure Guidance Topics No. 9 and 9A
regarding
Coronavirus (COVID-19).
Daniel Chin
FirstName LastNameDaniel Chin
Arrival Group
Comapany
January 11,NameArrival
2021 Group
January
Page 4 11, 2021 Page 4
FirstName LastName
The rights of our shareholders and responsibilities of our directors and
officers are governed by
Luxembourg law..., page 74
13. Please summarize here the material differences between Delaware and
Luxembourg law
applicable to CIIG stockholders and Holdco shareholders. For example,
we note
that while a stockholder may bring a derivative action on a company
s behalf to enforce
the rights of a company under Delaware law, the board of directors has
sole authority to
decide whether to initiate legal action to enforce a company s
rights under Luxembourg
law. As another example, Luxembourg law does not provide for class
action lawsuits.
CIIG s Board of Directors Reasons for the Approval of the Business
Combination, page 106
14. In several places, you state that the total aggregate purchase price
of your agreement with
UPS is $1.2 billion. In each instance where you discuss this, please
clarify that this
aggregate price relates to both the purchase of 10,000 vans and the
option to purchase an
additional 10,000 vans and disclose that this agreement may be
cancelled or modified by
UPS at any time.
Certain Unaudited Arrival Prospective Financial Information, page 111
15. We note your presentation of summarized prospective financial and
non-financial
information on page 113. Please revise to address the following:
If a material portion of your projected revenues and gross
profit are concentrated with
an individual customer(s), such as UPS, separately quantify and
discuss these
concentrations. If UPS does represent a significant portion of
your prospective
revenues and/or gross profit, supplement the projection
information to indicate,
consistent with your disclosure on page 169, that the vehicle
sales agreement with
UPS may be cancelled or modified by UPS at any time.
In regards to the prospective non-financial information
disclosed, please clarify if the
quantified vehicle units represent projected units produced or
projected units sold.
The Business Combination Agreement
Termination of the Business Combination Agreement, page 124
16. Please state if the parties agreed to pay any fees in the event that
the business combination
agreement is terminated.
Key Agreements, Partnerships and Suppliers, page 150
17. Please file the LG Chem supply agreement as an exhibit to the
registration statement, or
please explain why you do not believe you are required to do so.
Daniel Chin
FirstName LastNameDaniel Chin
Arrival Group
Comapany
January 11,NameArrival
2021 Group
January
Page 5 11, 2021 Page 5
FirstName LastName
Microfactories, page 154
18. For comparison, please provide the approximate square footage of
traditional OEM
facilities.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Andrew Blume at 202-551-3254 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Anne Parker at 202-551-3611 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing