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United States securities and exchange commission logo
August 26, 2021
John Naccarato
General Counsel
Algoma Steel Group Inc.
105 West Street
Sault Ste. Marie, Ontario
P6A 7B4, Canada
Re: Algoma Steel Group
Inc.
Amendment No. 1 to
Registration Statement on Form F-4
Filed August 17,
2021
File No. 333-257732
Dear Mr. Naccarato:
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.
Amendment No. 1 to Registration Statement on Form F-4 filed August 17,
2021
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of Legato and
Algoma, page 36
1. We note your updated
disclosure on page 36 in response to prior comment 1. Please be
advised that the
unaudited pro forma book value information should assume the merger
occurred as of March
31, 2021. Please revise accordingly.
Certain Unaudited Prospective Financial Information Regarding Algoma,
page 95
2. We note your revisions
in response to prior comment 3. Please revise to provide
additional detail
regarding the assumptions underlying the projected information,
quantifying each metric
and the assumptions to the extent possible. We note, as one
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August 26, NameAlgoma
2021 Steel Group Inc.
August
Page 2 26, 2021 Page 2
FirstName LastName
example, the projected shipment volume information included on page 25
of the Form 8-
K filed on May 25, 2021.
Certain Material U.S. Federal Income Tax Considerations, page 123
3. We note your response to prior comment 21. Given that response and the
disclosure you
cite, it continues to appear that the tax consequences of the
transaction are material to
investors. Therefore, please file the exhibit required by Item
601(b)(8) of Regulation S-
K.
Algoma's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 184
4. We note your response to prior comment 6; however, we continue to
believe that merely
combining the results of operations of the predecessor for the eight
months ended
November 30, 2018 and the successor for the four months ended March
31, 2019 in
MD&A and in other disclosures throughout the filing, including
Selected Financial Data,
is not appropriate. Please revise your presentation to reflect the
relevant pro forma
adjustments that would be required by Article 11 of Regulation S-X and
explain how the
pro forma information is derived, including the nature and impact of
the pro forma
adjustments. We have considered your response in regard to increased
complexity;
however, it is not clear to us how or why presenting pro forma results
in lieu of combined
results would result in increased complexity, especially given the
nature of the pro forma
adjustments you have identified. It also appears to us, given the
purchase
transaction, presenting and discussing pro forma results would be more
meaningful and
would enhance comparability between the annual periods being
discussed.
Adjusted EBITDA and Further Adjusted EBITDA (i), page 193
5. We note your response to prior comment 7. It is not clear to us from
your response what
the nature and amount of the additional expenses that would not have
been incurred in the
absence of the COVID relief were and how you determined it is
appropriate to not adjust
for the COVID relief. Please clarify. In addition, please more fully
explain to us the what
the disclosures on pages 160-162 represent and how the related amounts
were determined.
Unaudited Pro Forma condensed Combined Consolidated Financial Information, page
203
6. We note your response to prior comment 10 and the additional
disclosures you provided.
As previously requested, please revise your disclosures to explain
that the reason why
listing expenses are significant is due to the fact that the fair
value of the Algoma common
shares being issued to the Legato Founders in exchange for the
Founders common shares
of Legato is substantially greater than the amount the Founders paid
to acquire their
shares.
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August 26, NameAlgoma
2021 Steel Group Inc.
August
Page 3 26, 2021 Page 3
FirstName LastName
7. As noted in your response to prior comment 12, please clarify that
although the pro forma
amount of cash under the maximum redemption scenario is less than $200
million,
Algoma has not yet elected to waive the minimum cash requirement of
$200 million and
unless Algoma elects to waive this requirement the maximum redemption
scenario can not
occur.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial
Information
3. Loss Per Share, page 214
8. It appears that the weighted average shares outstanding and net loss
per share amounts for
Legato presented on page 214 are not consistent with the amounts
disclosed on page 209.
Please advise or revise.
Comparison of Rights of Algoma Shareholders and Legato Stockholders, page 258
9. Please expand your response to prior comment 17 to describe what
amendments to the
articles that are being adopted for "technical reasons" and the nature
of the changes.
Financial Statements of Legato
General, page F-1
10. Due to the fact that Legato Merger Corp filed a Form 10-Q for the
period ended June 30,
2021, please provide updated financial statements and related
disclosures for Legato
Merger Corp in the Form F-4.
General
11. Your response to prior comment 30 references revisions to pages F-52
and F-53, but no
revisions appear on those pages. Please revise or advise.
12. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
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 Sisi Cheng at 202-551-5004 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with
any other
John Naccarato
Algoma Steel Group Inc.
August 26, 2021
Page 4
questions.
FirstName LastNameJohn Naccarato Sincerely,
Comapany NameAlgoma Steel Group Inc.
Division of Corporation Finance
August 26, 2021 Page 4 Office of Manufacturing
FirstName LastName