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United States securities and exchange commission logo
November 1, 2021
Stefan Berndt-von B low
Chief Financial Officer
Mynaric AG
Dornierstra e 19
82205 Gilching, Germany
Re: Mynaric AG
Registration
Statement on Form F-1
Amendment No. 1 to
Registration Statement on Form F-1
Filed October 19,
2021 and October 29, 2021
File No. 333-260357
Dear Mr. Berndt-von B low:
We have reviewed your registration statement and amended
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 7, 2021 letter.
Registration Statement on Form F-1
Exhibits
1. Please file the
Business Opportunity Agreement with Bulent Altan as an exhibit to the
registration statement.
Refer to Item 601(b)(10) of Regulation S-K and exhibit
instruction 4(b)(i) of
Form 20-F.
Stefan Berndt-von B low
Mynaric AG
November 1, 2021
Page 2
Amendment No. 1 to Registration Statement on Form F-1
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 64
2. Please revise your discussions of expenses (i.e. costs excluding
capitalized costs) and
provide more context and insight into the underlying reasons for changes
between
comparative periods. For example, we note there were material increases
in personnel
expenses for all periods presented, but you neither explained nor
quantified the reasons for
the changes, particularly when more than one factor could be attributed
to the changes.
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the
years ended
December 31, 2020 and 2019, page F-20
3. We note you present capitalized costs as separate line-items in italics
below the
corresponding cost totals. As we discussed in our conference call on
November 1, 2021,
this presentation would be clearer, and the statement of profit and loss
would foot, if you
were to present the capitalized costs as a parenthetical next to the
corresponding cost
caption, or as a footnote, as applicable. For example, please consider
revising the
statement of profit and loss by presenting the capitalized costs for
personnel costs as
follows: Personnel costs (of which XXX and XXX are own work capitalized,
respectively).
Note 2. Basis of Accounting, page F-24
4. Please revise to expand your description of the "nature of expense"
method, clarifying that
your profit and loss statement presents certain costs on a (unnetted)
gross basis (i.e.,
before the deduction of any amounts capitalized), consistent with your
disclosures on
pages 17 and 63.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
FirstName LastNameStefan Berndt-von B low
Division of
Corporation Finance
Comapany NameMynaric AG
Office of
Technology
November 1, 2021 Page 2
cc: Krystian Czerniecki
FirstName LastName