SEC Comment Letter 0000000000-22-012586 to Pontem Corp (CIK 0001830392)
Pontem Corp (CIK 0001830392)
Date: Nov. 21, 2022 · CIK: 0001830392 · Accession: 0000000000-22-012586
AI Filing Summary & Sentiment
File numbers found in text: 001-39882
Letter
United States securities and exchange commission logo November 21, 2022 Hubertus Muehlhaeuser Chairman and Chief Executive Officer Pontem Corp 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Re:Pontem Corp Preliminary Proxy Statement on Schedule 14A Filed November 14, 2022 File No. 001-39882 Dear Hubertus Muehlhaeuser: 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. Preliminary Proxy Statement on Schedule 14A filed November 14, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameHubertus Muehlhaeuser Comapany NamePontem Corp November 21, 2022 Page 2 FirstName LastName Hubertus Muehlhaeuser Pontem Corp November 21, 2022 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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 Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Debbie Yee, P.C.
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United States securities and exchange commission logo
November 21, 2022
Hubertus Muehlhaeuser
Chairman and Chief Executive Officer
Pontem Corp
1140 Avenue of the Americas, 9th Floor
New York, NY 10036
Re:Pontem Corp
Preliminary Proxy Statement on Schedule 14A
Filed November 14, 2022
File No. 001-39882
Dear Hubertus Muehlhaeuser:
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.
Preliminary Proxy Statement on Schedule 14A filed November 14, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameHubertus Muehlhaeuser
Comapany NamePontem Corp
November 21, 2022 Page 2
FirstName LastName
Hubertus Muehlhaeuser
Pontem Corp
November 21, 2022
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
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 Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Debbie Yee, P.C.