SEC Comment Letter 0000000000-23-001557 to Vector Acquisition Corp II (CIK 0001842386)
Vector Acquisition Corp II (CIK 0001842386)
Date: Feb. 15, 2023 · CIK: 0001842386 · Accession: 0000000000-23-001557
AI Filing Summary & Sentiment
File numbers found in text: 001-40188
Letter
United States securities and exchange commission logo February 15, 2023 Alex Slusky Chief Executive Officer Vector Acquisition Corp II One Market Street Steuart Tower, 23rd Floor San Francisco, CA 94105 Re:Vector Acquisition Corp II Preliminary Proxy Statement on Schedule 14A Filed February 9, 2023 File No. 001-40188 Dear Alex Slusky: 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 the 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 the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A 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 consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameAlex Slusky Comapany NameVector Acquisition Corp II February 15, 2023 Page 2 FirstName LastName Alex Slusky Vector Acquisition Corp II February 15, 2023 Page 2 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 Melanie Singh at 202-551-4074 or Dorrie Yale at 202-551-8776 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Christian Nagler
Show Raw Text
United States securities and exchange commission logo
February 15, 2023
Alex Slusky
Chief Executive Officer
Vector Acquisition Corp II
One Market Street
Steuart Tower, 23rd Floor
San Francisco, CA 94105
Re:Vector Acquisition Corp II
Preliminary Proxy Statement on Schedule 14A
Filed February 9, 2023
File No. 001-40188
Dear Alex Slusky:
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 the 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 the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
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
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameAlex Slusky
Comapany NameVector Acquisition Corp II
February 15, 2023 Page 2
FirstName LastName
Alex Slusky
Vector Acquisition Corp II
February 15, 2023
Page 2
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 Melanie Singh at 202-551-4074 or Dorrie Yale at 202-551-8776 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Christian Nagler