SEC Comment Letter 0000000000-23-000425 to Intelligent Medicine Acquisition Corp. (CIK 0001850051)
Intelligent Medicine Acquisition Corp. (CIK 0001850051)
Date: Jan. 17, 2023 · CIK: 0001850051 · Accession: 0000000000-23-000425
AI Filing Summary & Sentiment
File numbers found in text: 001-41024
Letter
United States securities and exchange commission logo January 17, 2023 Gregory Simon Chief Executive Officer Intelligent Medicine Acquisition Corp. 9001 Burdette Rd. Bethesda, MD 20817 Re:Intelligent Medicine Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed January 4, 2023 File No. 001-41024 Dear Gregory Simon: 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 this 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 this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed January 4, 2023 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
FirstName LastNameGregory Simon Comapany NameIntelligent Medicine Acquisition Corp. January 17, 2023 Page 2 FirstName LastName Gregory Simon Intelligent Medicine Acquisition Corp. January 17, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity 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 Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: R. William Burns, Esq.
Show Raw Text
United States securities and exchange commission logo
January 17, 2023
Gregory Simon
Chief Executive Officer
Intelligent Medicine Acquisition Corp.
9001 Burdette Rd.
Bethesda, MD 20817
Re:Intelligent Medicine Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 4, 2023
File No. 001-41024
Dear Gregory Simon:
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 this 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 this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed January 4, 2023
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
FirstName LastNameGregory Simon
Comapany NameIntelligent Medicine Acquisition Corp.
January 17, 2023 Page 2
FirstName LastName
Gregory Simon
Intelligent Medicine Acquisition Corp.
January 17, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
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 Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: R. William Burns, Esq.