Correspondence 0001213900-22-077394 from Evo Acquisition Corp (CIK 0001834342)
Evo Acquisition Corp (CIK 0001834342)
Date: Dec. 2, 2022 · CIK: 0001834342 · Accession: 0001213900-22-077394
AI Filing Summary & Sentiment
File numbers found in text: 001-40029
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: Evo Acquisition Corp. Form 10-K for the Year Ended December 31, 2021 Filed March 28, 2022 File No. 001-40029
Dear Mr. Lewis and Ms. Marrone,
Evo Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on October 18, 2022, regarding the Form 10-K for the year ended December 31, 2021, submitted to the Commission on March 28, 2022.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to Form 10-K for the year ended December 31, 2021 (the “Amendment No. 1”), which is being filed with the Commission contemporaneously with the submission of this letter.
Form 10-K for the Year Ended December 31, 2021
General
1. We note your response to comment 1 and your disclosure in Item 9A that your disclosure controls and procedures were not effective during the year ended December 31, 2021 due to a material weakness in your internal control over financial reporting. Please note that Item 307 of Regulation S-K requires disclosure of the conclusions of the registrant's principal executive and principal financial officers as of the end of the period covered by the report, in this case as of December 31, 2021. Revise your disclosure to specifically state management's assessment of the effectiveness of disclosure controls and procedures as of December 31, 2021 and management's assessment of internal control over financial reporting as of December 31, 2021. Also note that pursuant to Item 308 of Regulation SK, management is not permitted to conclude that a registrant's internal control over financial reporting is effective if there are one or more material weaknesses in the registrant's internal control over financial reporting.
Response: The Company respectfully advises the Staff that it has today filed Amendment No. 1 to Form 10-K to revise Item 9A. Controls and Procedures. The revised disclosure is intended to address the Staff comment.
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We thank the Staff for the 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/ Richard Chisholm
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Evo Acquisition Corp.
10 Stateline Road
Crystal Bay, Nevada
VIA EDGAR
December 2, 2022
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Jeffrey Lewis and Kristi Marrone
Re:
Evo Acquisition Corp.
Form 10-K for the Year Ended December 31, 2021
Filed March 28, 2022
File No. 001-40029
Dear Mr. Lewis and Ms. Marrone,
Evo Acquisition Corp. (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
on October 18, 2022, regarding the Form 10-K for the year ended December 31, 2021, submitted to the Commission on March 28, 2022.
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to Form 10-K for the year ended December 31,
2021 (the “Amendment No. 1”), which is being filed with the Commission contemporaneously with the submission of this
letter.
Form 10-K for the Year Ended December 31, 2021
General
1. We note your response to comment 1 and your disclosure
in Item 9A that your disclosure controls and procedures were not effective during the year ended December 31, 2021 due to a material weakness
in your internal control over financial reporting. Please note that Item 307 of Regulation S-K requires disclosure of the conclusions
of the registrant's principal executive and principal financial officers as of the end of the period covered by the report, in this case
as of December 31, 2021. Revise your disclosure to specifically state management's assessment of the effectiveness of disclosure controls
and procedures as of December 31, 2021 and management's assessment of internal control over financial reporting as of December 31, 2021.
Also note that pursuant to Item 308 of Regulation SK, management is not permitted to conclude that a registrant's internal control over
financial reporting is effective if there are one or more material weaknesses in the registrant's internal control over financial reporting.
Response: The Company respectfully advises the Staff
that it has today filed Amendment No. 1 to Form 10-K to revise Item 9A. Controls and Procedures. The revised disclosure is intended
to address the Staff comment.
****
We thank the Staff for the 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/ Richard Chisholm
Richard Chisholm, Chief Executive Officer
cc:
Ellenoff Grossman & Schole LLP