Correspondence 0001193125-23-110634 from Social Leverage Acquisition Corp I (CIK 0001834755)
Social Leverage Acquisition Corp I (CIK 0001834755)
Date: April 21, 2023 · CIK: 0001834755 · Accession: 0001193125-23-110634
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File numbers found in text: 001-40059
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CORRESP
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CORRESP
ROPES & GRAY LLP
1211 AVENUE OF THE
AMERICAS
NEW YORK, NY 10036
WWW.ROPESGRAY.COM
April 21, 2023
VIA
EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Information
Technologies and Services
100 F Street, N.E.
Washington,
D.C. 20549
Attention:
David Irving and Michelle Miller, Staff Attorneys
Re: Social Leverage Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed April 6, 2023
File No. 001-40059
Ladies and Gentlemen:
This letter responds to
an oral comment of the staff of the Commission (as defined below) (the “Staff”) made during our telephone conversation on April 19, 2023, in connection with the Preliminary Proxy Statement submitted to the Securities and Exchange
Commission (the “Commission”) on April 6, 2023, by Social Leverage Acquisition Corp I (the “Company”). On behalf of the Company and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, we are submitting to the Commission, via EDGAR, Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”), which reflects revisions to
the Preliminary Proxy Statement in response to the oral comment. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Preliminary Proxy Statement.
In response to an oral comment received from the Staff on April 19, 2023, the Company has updated its risk factor disclosure on page 20
of the Amended Preliminary Proxy Statement to reflect certain risk factor disclosure included on pages 89 and 90 of the Company’s Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A, filed on April 7, 2023, which was added
in response to a comment received from the Staff relating to potential regulatory review of the Company’s proposed initial business combination with W3BCLOUD Holdings Inc., a Delaware corporation.
* * *
Securities and Exchange Commission
- 2 -
April 21, 2023
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions about
this letter or require any further information, please call the undersigned at (212) 841-0438.
Very truly yours,
/s/ Daniel Forman
Daniel Forman
cc:
Howard Lindzon (Social Leverage Acquisition Corp I)
Douglas Horlick (Social Leverage Acquisition Corp I)
Paul Grinberg (Social Leverage Acquisition Corp I)
Paul Tropp (Ropes & Gray LLP)
Carl Marcellino (Ropes & Gray LLP)