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Correspondence 0001140361-22-043514 from SportsTek Acquisition Corp. (CIK 0001836259)

SportsTek Acquisition Corp. (CIK 0001836259)
Date: Nov. 29, 2022 · CIK: 0001836259 · Accession: 0001140361-22-043514

AI Filing Summary & Sentiment

File numbers found in text: 001-40062

Date
November 29, 2022
Author
/s/ Lijia Sanchez
Form
CORRESP
Company
SportsTek Acquisition Corp. (CIK 0001836259)

Letter

Division of Corporation Finance Office of Real Estate and Construction Attention: Re: SportsTek Acquisition Corp. Schedule PRE 14A, filed November 10, 2022 File No. 001-40062

Dear Ms. Singh and Mr. Lopez:

On behalf of our client, SportsTek Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s response to the comment discussed in a conference call between the Staff and certain attorneys at our law firm, Ellenoff Grossman & Schole LLP, on November 18, 2022.

We summarize the Staff comment as follows:

The Company’s plans with respect to the conversion of the investments in the Company’s trust account should be stated more clearly.

In response to the Staff comments, we have revised the preliminary proxy statement to address the above matter, and are filing revised pages herewith for the review of the staff.

We appreciate the willingness of the Staff to communicate its comments in the conference call, and ask that you advise if the Staff has any further comments.

Very truly yours,
/s/ Lijia Sanchez

Show Raw Text
CORRESP
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filename1.htm

  November 29, 2022

  Division of Corporation Finance

  Office of Real Estate and Construction

  U.S. Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

          Attention:

          Melanie Singh

          James Lopez

          Re:

          SportsTek Acquisition Corp.

          Schedule PRE 14A, filed November 10, 2022

          File No. 001-40062

  Dear Ms. Singh and Mr. Lopez:

  On behalf of our client, SportsTek Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting
    forth the Company’s response to the comment discussed in a conference call between the Staff and certain attorneys at our law firm, Ellenoff Grossman & Schole LLP, on November 18, 2022.

  We summarize the Staff comment as follows:

          ●

          The Company’s plans with respect to the conversion of the investments in the Company’s trust account should be stated more clearly.

  In response to the Staff comments, we have revised the preliminary proxy statement to address the above matter, and are filing revised pages herewith for the review of the staff.

  We appreciate the willingness of the Staff to communicate its comments in the conference call, and ask that you advise if the Staff has any further comments.

          Very truly yours,

          /s/ Lijia Sanchez

          Lijia Sanchez, Esq.

          Ellenoff Grossman & Schole LLP

  Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or
    applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

  We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially,
    non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain
    laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time
    consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an
    initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination.

  On March 30 The SEC has, 2022,in the SEC issued proposedpast year, adopted certain rules (and may, in the “SPAC Rule Proposals”)

      relating, among other items, to disclosures in SEC filings in connection with Business Combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell
      companies; the use of projections in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become
      subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition,
      business purpose and activities. Certain of the procedures that we, a potentialfuture adopt other rules, which may have a material effect on our activities and on
        our ability to consummate an initial Business Combination target, or others may determine to undertake in connection with, including the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time
      of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination described below.

  The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target, or
    others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business
    Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

    On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among
      other itemsthings, to disclosures in SEC filings in connection with Business Combination transactions between SPACS such as us and private operating companies; the condensed financial statement
      requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business
      Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment

            Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and
      activities. The SPAC Rule Proposals have not yet been adopted, \and may be adopted in the proposed form or in a different form that could impose additional
      regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule
      Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule
      Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our
          warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

  If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute
    burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to
    complete an initial Business Combination and instead liquidate the Company.

  As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment
    Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies
    certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered
    into an agreement with a target company for a Business Combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”).

    The company would then be required to complete its initial Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

  There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its Business Combination
    within 24 months after the effective date of the IPO Registration Statement. We do not expect to complete our initial Business Combination within 24 months of such date. As a result, itIt is possible that a claim could be made that we have been operating as an unregistered investment company. Such a claim can be made even prior to 24 months of the effective date of the IPO Registration Statement.

  If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
    requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation
    under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we
    may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an
    investment in the combined company, including any potential price appreciation of our securities.

    To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we mayexpect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, instruct the trustee to liquidate the
      investments held in the trust account and instead to hold the funds in the trust account in cash items until the earlier of the consummation of our initial business combinationBusiness Combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive minimal interest, if any,
      on the funds held in the trust account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

    The funds in the trust account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
      funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under
      the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we mayexpect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration
      Statement, and we expect that we will, following such date, instruct Continental
          Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust
      account as cash items until the earlier of the consummation of our initial business combinationBusiness
          Combination or the liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust
      account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in cash
      items would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

    In addition, even prior to the 24-month anniversary of the effective date of the Registration Statement, we
          may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month
          anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the
          trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account in as cash items which would further reduce the dollar amount our public stockholders would receive upon any redemption or
          liquidation of the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price
      appreciation of our securities.