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As filed with the Securities and Exchange Commission on November 14, Exact name of registrant as specified in its charter.
State or other formullario of. New York, NY Name and address, including zip code, and telephone number, including area code, of agent for service. New York, New York. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule under the Securities Act ofcheck the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule b under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule c under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If sunst Form is a post-effective amendment filed pursuant to Rule d under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant formulwrio an emerging growth company as defined in Rule of the Securities Act of If an emerging growth company that prepares its financial statements in accordance with U.
Table of Contents The information in this prospectus is not complete and may be changed.
Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholder s. No public market currently exists for our Ordinary Shares. Investing in our Ordinary Shares involves risks.
Initial public offering price. Underwriting discounts and commissions 1. Proceeds to us, before expenses. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither Camposol, the Selling Shareholders, nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free snuat prospectus prepared by or on behalf of us or to which we have referred you.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, regardless of the time of delivery of this prospectus or any free writing prospectus.
Our business, financial condition, results of operations and prospects may have changed since that date. We and the Selling Shareholders are offering to sell, and seeking offers to buy, Ordinary Shares only in jurisdictions where offers and sales are permitted.
None of the Company, the Selling Shareholders nor the underwriters have taken any action to permit a public offering of our Ordinary Shares or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required.
Table of Contents other than the United States and Peru. You are required to inform yourselves about and to observe any restrictions relating to this Offering and the distribution of this prospectus. Additionally, this prospectus also includes the unaudited consolidated financial statements of Camposol Holding Plc as of September 30,and for the nine months ended September 30, and September 30, and the related notes thereto, which were formulaio in accordance with IFRS.
The Camposol Holding Plc functional currency is the U. Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations should not be considered as an alternative to profit loss or operating cash flow, nor fformulario they be considered as a liquidity measurement, since they do not reflect certain costs involved in our operations, such as finance expenses, taxes, depreciation, capital expenses and other related costs, any of which may have a significant effect on our net profit.
This zunat, when used in conjunction with related IFRS financial fomrulario, provides investors with additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing our company and its results of operations.
Table of Contents expenses; net gain arising from changes in fair value of biological assets and impairment of fixed assets.
Industry, Market Data and Other Information. We obtained the statistical data and information included in this prospectus relating to the markets where we operate from reports prepared by government agencies, third party surveys, market research, consultant surveys, industry publications and surveys and other publicly-available sources.
Although we believe that these sources are reliable, neither we nor the Selling Shareholders have performed any independent verification with respect to such statistical data and information fprmulario, therefore, we and the Selling Shareholders cannot guarantee its accuracy or completeness.
Nothing in vormulario prospectus should be interpreted as a market forecast. In addition, the data that we compile internally and our estimates included in this prospectus have not been verified by an independent source. Certain figures and some percentages included in this prospectus have been subject to rounding adjustments. Accordingly, the totals included in certain tables contained in this prospectus may not correspond to the arithmetic aggregation of the figures or percentages that precede them.
Implications of Being an Emerging Growth Company. As a company with less than U. An Emerging Growth Company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. The JOBS Act also provides that an Emerging Growth Company need not comply with any new or revised financial accounting standard until such date that a non-reporting company is required to comply with. Table of Contents such new or revised accounting standard.
Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company.
We have availed ourselves in this prospectus of the reduced reporting requirements with respect to financial data and have elected to delay such adoption of new or revised accounting standards.
If we choose to take advantage of any of these reduced reporting burdens, the information that we provide shareholders may be different than you might receive from other public companies. In addition, we will report under the Exchange Act as a non-U.
For example, we will not be required to issue quarterly reports, proxy 162 that comply with the requirements applicable to U.
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We will also have four months after the end of each fiscal year to file formulrio annual reports with the SEC and will not be required to file current reports vormulario frequently or promptly as U. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information.
In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including subat underlying assumptions, are forward-looking. In particular, forward-looking statements in this prospectus include, but are not limited to, statements about:. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions.
Certain assumptions made in preparing the forward-looking statements include:. We believe there is a reasonable basis for our expectations and beliefs, but they sunaf inherently uncertain.
We may not realize our expectations, and our beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements.
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements and should be read with other cautionary statements in this prospectus. The forward-looking fodmulario are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or.
Table of Contents implied by the forward-looking statements. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus.
Given these risks and uncertainties, you are cautioned not frmulario place substantial weight fodmulario undue reliance on these forward-looking statements when making an investment decision.
These forward-looking statements speak only usnat of the date of this prospectus. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this 16662 is a part, completely and with the understanding that our actual future results may be materially different from what we expect.
Me equivoque en el código de tributo ¿Qué puedo Hacer?
This summary highlights certain information contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties.
We are a fast-growing, vertically-integrated producer of branded and predominantly off-season fresh and healthy food for leading global retailers and wholesalers, with strong operating margins.
Me equivoque en el código de tributo ¿Qué puedo Hacer? – Noticiero del Contador
Our strategic location in Peru, with our corporate headquarters in Lima, gives us flexibility to sell products either year-round or when supplies are low and prices are high in North America, Europe and China. We optimize our operations to supply products that are in high demand by consumers, which today include fresh produce such blueberries and avocados, as well as other produce such as tangerines, mangoes, grapes and peppers, as well as shrimp.
We control our entire value chain: Our year track record of success introducing and scaling new on-trend products in the demanding European Union and United States markets, mainly through world-class retailers such as Walmart and Costco, among others, is sustained by our recognized value proposition: Moreover, our sustainable production practices address the demand by consumers and our retail customers for socially-responsible and environmentally-friendly products.
Our strategy has driven our growth and financial success. During the nine months ended September 30,we generated revenue from continuing operations of U. Our profit for the period margin was We have grown substantially over the same period last year with revenue from continuing operations increasing from U.
Our profit for the period improved from a loss for the period of U. For the nine months ended September 30, we incurred in a loss for the period from continuing operations of U. Our loss for the year margin was 4. We have grown substantially over the past year with revenue from continuing operations increasing from U. Over the same time period, our loss for the year decreased from U.
Table of Contents million to U. We operate through commercial offices in the United States, the Netherlands and China with a network of distribution centers throughout our markets. We currently have over 9, gross planted hectares, which consist of planted hectares, roads and facilities, and 1, hectares focused on shrimp farming.
As 6162 September 30,we employed 16, production workers and administrative employees.
We are focused on fast-growing produce categories as consumer preferences are shifting towards healthier and more convenient products. Fresh produce is one of the fastest growing food categories, with avocado and blueberries playing an outsized role in this growth, due to their perceived health benefits and convenience.