Correspondence 0001213900-22-072702 from Monument Circle Acquisition Corp. (CIK 0001828325)
Monument Circle Acquisition Corp. (CIK 0001828325)
Date: Nov. 15, 2022 · CIK: 0001828325 · Accession: 0001213900-22-072702
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File numbers found in text: 001-39876
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CORRESP
1
filename1.htm
VIA EDGAR
November 15, 2022
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt
Re: Monument Circle Acquisition Corp.
Preliminary Proxy Statement on Schedule
14A
Filed November 1, 2022
File No. 001-39876
Dear Mr. Holt:
Monument Circle Acquisition Corp. (the “Company,”
“we,” “our” or “us”) hereby transmits our response to the comment letter received
from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”) on November 10, 2022 regarding Preliminary Proxy Statement on Schedule 14A (the “Proxy
Statement”) filed with the Commission on November 1, 2022. For your convenience, we have repeated below your comments in bold,
and have followed each comment with our response.
Preliminary Proxy Statement on Schedule 14A filed November 1,
2022
General
1. We note proposal number one contains two proposals. One
proposal is asking shareholders to vote to extend the time to complete the transaction and the other requests shareholders to vote to
permit the board to terminate early. Please unbundle these proposals to allow shareholders to vote separately on material matters. Alternatively,
provide us with your analysis as to why you are not required to unbundle these proposals. Please refer to Rule 14a-4(a)(3) of Regulation
14A.
Response: The Company has revised the Proxy Statement throughout
to unbundle the two proposals. In addition, we have revised the Proxy Statement to address to the comments discussed in a conference call
between the Staff and counsel of the Company on November 9, 2022 and are filing a revised proxy statement herewith for the review of the
Staff.
***
We thank you for your review of the foregoing
and the Proxy Statement and this response. As you know, the Company is eager to finalize the Proxy Statement as soon as possible, and
we appreciate the Staff’s assistance in helping us achieve this goal. If you have further comments, please feel free to contact
to our counsel, Lijia Sanchez, Esq., at lsanchez@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Jeffrey H. Smulyan
Jeffrey H. Smulyan
Chief Executive Officer
cc:
Lijia Sanchez, Esq.
Ellenoff Grossman & Schole LLP