SEC Comment Letter 0000000000-23-009779 to Prospector Capital Corp. (CIK 0001825473)
Prospector Capital Corp. (CIK 0001825473)
Date: Sept. 5, 2023 · CIK: 0001825473 · Accession: 0000000000-23-009779
AI Filing Summary & Sentiment
File numbers found in text: 001-39854
Letter
United States securities and exchange commission logo September 5, 2023 Derek Aberle Chief Executive Director Prospector Capital Corp. 1250 Prospect Street, Suite 200 La Jolla, California 92037 Re:Prospector Capital Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 File No. 001-39854 Dear Derek Aberle: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Financial Statements Note 8. Warrants, page F-16 1.We note that you account for the Public and Private Placement Warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for the warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40.
FirstName LastNameDerek Aberle Comapany NameProspector Capital Corp. September 5, 2023 Page 2 FirstName LastName Derek Aberle Prospector Capital Corp. September 5, 2023 Page 2 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. You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
September 5, 2023
Derek Aberle
Chief Executive Director
Prospector Capital Corp.
1250 Prospect Street, Suite 200
La Jolla, California 92037
Re:Prospector Capital Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-39854
Dear Derek Aberle:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Financial Statements
Note 8. Warrants, page F-16
1.We note that you account for the Public and Private Placement Warrants as equity. Please
provide us with your analysis under ASC 815-40 to support your accounting treatment for
the warrants. As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.
FirstName LastNameDerek Aberle
Comapany NameProspector Capital Corp.
September 5, 2023 Page 2
FirstName LastName
Derek Aberle
Prospector Capital Corp.
September 5, 2023
Page 2
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.
You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation