SEC Comment Letter 0000000000-23-002833 to Black Mountain Acquisition Corp. (CIK 0001848020)
Black Mountain Acquisition Corp. (CIK 0001848020)
Date: March 21, 2023 · CIK: 0001848020 · Accession: 0000000000-23-002833
AI Filing Summary & Sentiment
File numbers found in text: 001-40907
Letter
United States securities and exchange commission logo March 21, 2023 Jacob Smith Chief Financial Officer Black Mountain Acquisition Corp. 425 Houston Street, Suite 400 Fort Worth, TX 76102 Re:Black Mountain Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 14, 2023 File No. 001-40907 Dear Jacob Smith: We have reviewed your filing and have the following comment. In some of our comments, 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. Form PRE 14A filed March 14, 2023 Risk Factors, page 14 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 LastNameJacob Smith Comapany NameBlack Mountain Acquisition Corp. March 21, 2023 Page 2 FirstName LastName Jacob Smith Black Mountain Acquisition Corp. March 21, 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. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Andrew Schulte
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United States securities and exchange commission logo
March 21, 2023
Jacob Smith
Chief Financial Officer
Black Mountain Acquisition Corp.
425 Houston Street, Suite 400
Fort Worth, TX 76102
Re:Black Mountain Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed March 14, 2023
File No. 001-40907
Dear Jacob Smith:
We have reviewed your filing and have the following comment. In some of our
comments, 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.
Form PRE 14A filed March 14, 2023
Risk Factors, page 14
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 LastNameJacob Smith
Comapany NameBlack Mountain Acquisition Corp.
March 21, 2023 Page 2
FirstName LastName
Jacob Smith
Black Mountain Acquisition Corp.
March 21, 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.
Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Andrew Schulte