United States securities and exchange commission logo
February 16, 2021
Zak Calisto
Chief Executive Officer
Karooooo Pte. Ltd.
10 Anson Road #12-14
International Plaza
Singapore 079903
Re: Karooooo Pte. Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted February
1, 2021
CIK No. 0001828102
Dear Mr. Calisto:
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. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated December 21, 2020.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted
February 1, 2021
Summary Financial and Other Information, page 11
1. We refer you to prior
comment 6. Please revise pages 13 and 60 to disclose the
comparable IFRS measure
for free cash flow margin. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K.
Change in Accountants, page 158
2. Revise to also disclose
whether there were any disagreements with Deloitte & Touche in
any subsequent interim
period. Refer to Item 304(a)(1)(iv) of Regulation S-K.
Zak Calisto
Karooooo Pte. Ltd.
February 16, 2021
Page 2
Notes to the Consolidated Financial Statements
2.2 Accounting policies
q) Revenue
Dealership installations, page F-20
3. We note your response to prior comment 10. Please tell us about your
accounting for
these units if a subscription contract is signed including whether they
are transferred to
PP&E at signing and depreciated.
17. Amounts received in advance, page F-33
4. We note the revisions made in response to prior comment 11. It appears
that you have
limited this disclosure to amounts that have been received in advance.
Please tell us how
your disclosure complies with paragraph 120 of IFRS 15. In this regard,
paragraph 120
requires disclosure of the aggregate amount of the transaction price
allocated to the
performance obligations that are unsatisfied as of the end of the
reporting period. Please
revise accordingly or advise why revision is not required.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-
3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
FirstName LastNameZak Calisto
Division of
Corporation Finance
Comapany NameKarooooo Pte. Ltd.
Office of
Technology
February 16, 2021 Page 2
cc: Roshni Cariello, Esq.
FirstName LastName