SEC Company Response from Katapult Holdings, Inc. (KPLT, KPLTW) (CIK 0001785424) (KPLT) — Oct 11, 2019
Katapult Holdings, Inc. (KPLT, KPLTW) (CIK 0001785424)
Date: Oct. 11, 2019 · CIK: 0001785424 · Accession: 0001213900-19-020237
AI Filing Summary & Sentiment
Referenced dates: September 25, 2019
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CORRESP
1
filename1.htm
FinServ
Acquisition Corp.
c/o
Ellenoff Grossman & Schole LLP
1345
Avenue of Americas
New
York, NY 10105
(646)
965-8218
October
11, 2019
VIA
EDGAR
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Mail
Stop 3030
Washington,
D.C. 20549
Attention:
Michael Killoy
Re: FinServ
Acquisition Corp.
Draft
Registration Statement on Form S-1
Submitted
September 5, 2019
CIK
No. 0001785424
Dear
Mr. Killoy:
FinServ
Acquisition Corp. (the “Company,” “FinServ,” “we,” “our”
or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated September
25, 2019 (the “Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter,
with the Staff’s comments presented in bold italics font type.
The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Registration Statement.
Draft
Registration Statement on Form S-1 filed September 5, 2019
General
1. Please
supplementally provide us with copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain copies of the communications.
We
hereby advise the Staff that we will supplementally provide the Staff with copies of all written communications presented to potential
investors in reliance on Section 5(d) of the Securities Act. We further advise the Staff that investors will not retain copies
of such materials.
U.S. Securities and Exchange Commission
Division of Corporation Finance
October 11, 2019
Page 2 of 2
Summary,
page 1
2. We
note the disclosure on page 15 that NASDAQ rules require that the initial business combination
have an aggregate fair market value of at least 80% of the value of the assets held in
the trust account. We also note the risk factor on page 29 that NASDAQ may delist your
securities from trading on its exchange. Please revise the disclosure throughout the
prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted
from Nasdaq and add appropriate risk factor disclosure.
We
have revised the Registration Statement where appropriate to clarify that if our securities are not listed on Nasdaq after this
offering, we would not be required to satisfy the 80% test.
*
* * * *
We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact
FinServ’s legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Very
truly yours,
FINSERV
ACQUISITION CORP.
By:
/s/
Lee Einbinder
Name:
Lee
Einbinder
Title:
Chief
Executive Officer
cc:
Ellenoff Grossman & Schole LLP
Kirkland & Ellis LLP