Correspondence 0001104659-22-121619 from ACCRETION ACQUISITION CORP. (CIK 0001855555)
ACCRETION ACQUISITION CORP. (CIK 0001855555)
Date: Nov. 23, 2022 · CIK: 0001855555 · Accession: 0001104659-22-121619
AI Filing Summary & Sentiment
File numbers found in text: 001-40940
Referenced dates: November 14, 2022
Letter
Re: Accretion Acquisition Corp.
November 23, 2022
Via EDGAR
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Form 10-K for the year ended December 31, 2021
Filed March 31, 2022
File No. 001-40940
Ladies and Gentlemen:
On behalf of Accretion Acquisition Corp. (the “Company”), set forth below is the response of the Company to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated November 14, 2022 regarding the above-referenced Annual Repot on Form 10-K that was filed via EDGAR on March 31, 2022. For ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.
Form 10-K for the year ended December 31, 2021
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, 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 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.
Davis Graham & Stubbs LLP ▪ 1550 17th Street, Suite 500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com
U.S. Securities and Exchange Commission
November 23, 2022
Page 2
Response: The Company respectfully advises the Staff that its sponsor, Accretion Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), is not controlled by, and does not have substantial ties with a non-U.S. person.
The manager of Sponsor is Accretion Acquisition GP Sponsor, LLC, a Delaware limited liability company, which is managed by Morse AAC SPAC GP Sponsor, LLC (“Morse AAC”). Morse AAC is managed by Brad Morse, a U.S. citizen.
There is one member of Sponsor that is a non-U.S. person. This member holds a 1.21% equity interest in the Sponsor. This member does not have any control over the Sponsor, and the Company does not believe that the minority interests of the member noted in the preceding sentence would constitute a substantial tie with a non-U.S. person. Accordingly, the Company does not intend to make any additional disclosures in future filings.
Should you have additional questions or comments, please contact the undersigned at (303) 892-7492 or John Elofson at (303) 892-7335.
Sincerely,
Samuel J. Seiberling
Show Raw Text
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filename1.htm
November 23, 2022
Via EDGAR
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Accretion Acquisition Corp.
Form 10-K for the year ended December
31, 2021
Filed March 31, 2022
File No. 001-40940
Ladies and Gentlemen:
On behalf of Accretion Acquisition
Corp. (the “Company”), set forth below is the response of the Company to the comment of the staff (the “Staff”)
of the Securities and Exchange Commission contained in the letter dated November 14, 2022 regarding the above-referenced Annual Repot
on Form 10-K that was filed via EDGAR on March 31, 2022. For ease of reference, the text of the Staff’s comment is reproduced in
bold-face type below, followed by the Company’s response.
Form 10-K for the year ended December 31, 2021
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, 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 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.
Davis
Graham & Stubbs LLP ▪ 1550 17th Street, Suite
500 ▪ Denver, CO 80202 ▪
303.892.9400 ▪ fax 303.893.1379
▪
dgslaw.com
U.S. Securities and Exchange Commission
November 23, 2022
Page 2
Response: The Company
respectfully advises the Staff that its sponsor, Accretion Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”),
is not controlled by, and does not have substantial ties with a non-U.S. person.
The manager of Sponsor is
Accretion Acquisition GP Sponsor, LLC, a Delaware limited liability company, which is managed by Morse AAC SPAC GP Sponsor, LLC (“Morse
AAC”). Morse AAC is managed by Brad Morse, a U.S. citizen.
There is one member of Sponsor
that is a non-U.S. person. This member holds a 1.21% equity interest in the Sponsor. This member does not have any control over the Sponsor,
and the Company does not believe that the minority interests of the member noted in the preceding sentence would constitute a substantial
tie with a non-U.S. person. Accordingly, the Company does not intend to make any additional disclosures in future filings.
Should you have additional questions
or comments, please contact the undersigned at (303) 892-7492 or John Elofson at (303) 892-7335.
Sincerely,
Samuel J. Seiberling
for
Davis Graham & Stubbs LLP
cc:
Brad Morse, Accretion Acquisition Corp.
John Elofson, Davis Graham & Stubbs LLP
Sam Niebrugge, Davis Graham & Stubbs LLP