SEC Comment Letter 0000000000-23-001297 to Gesher I Acquisition Corp. (CIK 0001853314)
Gesher I Acquisition Corp. (CIK 0001853314)
Date: Feb. 8, 2023 · CIK: 0001853314 · Accession: 0000000000-23-001297
AI Filing Summary & Sentiment
File numbers found in text: 001-40897
Letter
United States securities and exchange commission logo February 8, 2023 Ezra Gardner Chief Executive Officer Gesher I Acquisition Corp. Hagag Tower North Tower, Floor 24 Haarba 28, Tel Aviv, Israel Re:Gesher I Acquisition Corp. Form 10-K for the fiscal year ended September 30, 2022 Filed December 29, 2022 File No. 001-40897 Dear Ezra Gardner: 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. Form 10-K filed December 29, 2022 General 1.1.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, please revise your disclosure in future filings to include 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 LastNameEzra Gardner Comapany NameGesher I Acquisition Corp. February 8, 2023 Page 2 FirstName LastName Ezra Gardner Gesher I Acquisition Corp. February 8, 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. Please include an example of your intended disclosure in your response. 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 Peter McPhun at 202-551-3581 or Robert Telewicz at 202-551- 3438 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
February 8, 2023
Ezra Gardner
Chief Executive Officer
Gesher I Acquisition Corp.
Hagag Tower
North Tower, Floor 24
Haarba 28, Tel Aviv, Israel
Re:Gesher I Acquisition Corp.
Form 10-K for the fiscal year ended September 30, 2022
Filed December 29, 2022
File No. 001-40897
Dear Ezra Gardner:
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.
Form 10-K filed December 29, 2022
General
1.1.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, please revise your disclosure
in future filings to include 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 LastNameEzra Gardner
Comapany NameGesher I Acquisition Corp.
February 8, 2023 Page 2
FirstName LastName
Ezra Gardner
Gesher I Acquisition Corp.
February 8, 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. Please include an example of your
intended disclosure in your response.
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 Peter McPhun at 202-551-3581 or Robert Telewicz at 202-551-
3438 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction