SEC Comment Letter 0000000000-23-006907 to Magnum Opus Acquisition Ltd (CIK 0001843121)
Magnum Opus Acquisition Ltd (CIK 0001843121)
Date: June 29, 2023 · CIK: 0001843121 · Accession: 0000000000-23-006907
AI Filing Summary & Sentiment
File numbers found in text: 001-40266
Letter
United States securities and exchange commission logo June 29, 2023 Jonathan Lin Chief Executive Officer Magnum Opus Acquisition Ltd Unit 1009, ICBC Tower Three Garden Road Central, Hong Kong Re:Magnum Opus Acquisition Ltd Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 File No. 001-40266 Dear Jonathan Lin: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Proxy Statement on Schedule 14A filed June 16, 2023 Questions and Answers About the Extraordinary Meeting How do the Company insiders intend to vote their shares?, page 7 1.We note that the sponsor or its affiliates may purchase public shares in privately negotiated transactions or in the open market and your disclosure that "[a]ny public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal." Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
FirstName LastNameJonathan Lin Comapany NameMagnum Opus Acquisition Ltd June 29, 2023 Page 2 FirstName LastName Jonathan Lin Magnum Opus Acquisition Ltd June 29, 2023 Page 2 General 2.We note that your Investment Management Trust Agreement with Continental Stock Transfer & Trust Co. appears to be effective through July 25, 2023 only. Section 102.06 of the NYSE Listed Company Manual states that "at least 90% of the proceeds ... will be held in a trust account controlled by an independent custodian until consummation of a business combination." It is unclear whether the custodianship of your trust account comports with this listing standard. Please revise your disclosure or tell us how this provision complies with Section 102.06. 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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Joel Rubinstein
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United States securities and exchange commission logo
June 29, 2023
Jonathan Lin
Chief Executive Officer
Magnum Opus Acquisition Ltd
Unit 1009, ICBC Tower
Three Garden Road
Central, Hong Kong
Re:Magnum Opus Acquisition Ltd
Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-40266
Dear Jonathan Lin:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Proxy Statement on Schedule 14A filed June 16, 2023
Questions and Answers About the Extraordinary Meeting
How do the Company insiders intend to vote their shares?, page 7
1.We note that the sponsor or its affiliates may purchase public shares in privately
negotiated transactions or in the open market and your disclosure that "[a]ny public shares
held by or subsequently purchased by our affiliates may be voted in favor of the Extension
Amendment Proposal." Please explain how such purchases would comply with the
requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
FirstName LastNameJonathan Lin
Comapany NameMagnum Opus Acquisition Ltd
June 29, 2023 Page 2
FirstName LastName
Jonathan Lin
Magnum Opus Acquisition Ltd
June 29, 2023
Page 2
General
2.We note that your Investment Management Trust Agreement with Continental Stock
Transfer & Trust Co. appears to be effective through July 25, 2023 only. Section 102.06
of the NYSE Listed Company Manual states that "at least 90% of the proceeds ... will be
held in a trust account controlled by an independent custodian until consummation of a
business combination." It is unclear whether the custodianship of your trust
account comports with this listing standard. Please revise your disclosure or tell us how
this provision complies with Section 102.06.
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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joel Rubinstein