Correspondence 0001213900-23-001911 from Malacca Straits Acquisition Co Ltd (CIK 0001807594)
Malacca Straits Acquisition Co Ltd (CIK 0001807594)
Date: Jan. 10, 2023 · CIK: 0001807594 · Accession: 0001213900-23-001911
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File numbers found in text: 001-39383
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Malacca Straits Acquisition Company Limited
Unit 601-2, St. George’s Building
2 Ice House Street, Central
Hong Kong
VIA EDGAR
January 10, 2023
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Mary Beth Breslin
Re:
Malacca Straits Acquisition Company Limited
Form 10-K for the Year Ended December 31, 2021
Filed on March 31, 2022
Form 10-Q for the period ended June 30, 2022
Filed on August 18, 2022
File No. 001-39383
Dear Ms. Breslin,
Malacca Straits Acquisition
Company Limited (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter (the “Comment Letter”) received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on September 21, 2022, regarding the Form 10-K for
the year ended December 31, 2021, filed with the Commission on March 31, 2022 (the “Form 10-K”), and the Form 10-Q
for the period ended June 30, 2022, filed with the Commission on August 18, 2022 (the “Form 10-Q”). We also reference
prior telephone communication between counsel for the Company and the Staff regarding the Comment Letter.
In the Comment Letter, the
Staff requests that the Company amend the Form 10-K and the Form 10-Q to include additional disclosures in the Risk Factors section of
the Form 10-Q and in the Business and Risk Factors sections of the Form 10-K relating to risks associated with the Company or a potential
business combination entity having a presence or operations in China or Hong Kong. In addition, the Comment Letter requests that a section
be added to the Form 10-K to address the enforcement risks related to civil liabilities due to the Company, its sponsor, or its officers
and directors being located in China or Hong Kong. We acknowledge that, were the Company to have operations in, or to enter into a business
combination agreement with a company based in, or with operations in China or Hong Kong, the additional requested disclosures would be
appropriate. However, as the Company disclosed on a Form 8-K filed with the Commission on September 30, 2022, on September 26, 2022, the
Company entered into an Agreement and Plan of Merger with Indiev, Inc, a California corporation (“Indiev”), and certain
other parties, pursuant to which the Company will domesticate from the Cayman Islands to Delaware, Indiev will domesticate from California
to Delaware, and a subsidiary of the Company will merge with and into a wholly owned subsidiary of the Company, with the Company changing
its name and being the continuing reporting company (the foregoing transactions, the “Business Combination”). The Company
will file a registration statement with the Commission on Form S-4 with respect to the Business Combination (the “Form S-4”)
shortly.
Please be advised that Indiev’s
operations are located solely in the United States. Indiev is a pre-revenue company, without current customers. It does not have any significant
suppliers or other activities in either China or Hong Kong, not does it have plans to relocate any portion of its business to China or
Hong Kong. By reason of the absence of any business activities of the Company or Indiev in China or Hong Kong, we do not believe it would
be appropriate to include in an amended Form 10-K or Form 10-Q for the above periods, the requested additional disclosures. Adding the
extensive disclosures requested in the Comment Letter would not, in our view, be meaningful to investors, and could potentially create
investor confusion.
We advise the Staff that the
principal shareholder of Indiev is a citizen and resident of China, and that the Company will include disclosure regarding his status
in the Form S-4.
We further advise the Staff
that should the Business Combination not be consummated, the Company would expect to liquidate rather than seek an alternative business
combination.
****
We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact our counsel, Jeffrey Rubin, at jrubin@egsllp.com or
by telephone at (212) 370-1300.
Sincerely,
/s/ Gordon Lo
Gordon Lo, Chief Executive Officer and President
cc:
Ellenoff Grossman & Schole LLP