SEC Comment Letter 0000000000-22-012842 to C5 Acquisition Corp (CIK 0001856242)
C5 Acquisition Corp (CIK 0001856242)
Date: Nov. 29, 2022 · CIK: 0001856242 · Accession: 0000000000-22-012842
AI Filing Summary & Sentiment
File numbers found in text: 001-41205
Letter
United States securities and exchange commission logo November 29, 2022 Robert Meyerson Chief Executive Officer and Director C5 Acquisition Corp 1701 Pennsylvania Avenue NW Suite #460 Washington, D.C. 20006 Re:C5 Acquisition Corp Form 10-K for the fiscal year ended December 31, 2021 Filed March 29, 2022 File No. 001-41205 Dear Robert Meyerson: 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 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
FirstName LastNameRobert Meyerson Comapany NameC5 Acquisition Corp November 29, 2022 Page 2 FirstName LastName Robert Meyerson C5 Acquisition Corp November 29, 2022 Page 2 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 Jennifer Monick at 202-551- 3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
November 29, 2022
Robert Meyerson
Chief Executive Officer and Director
C5 Acquisition Corp
1701 Pennsylvania Avenue NW
Suite #460
Washington, D.C. 20006
Re:C5 Acquisition Corp
Form 10-K for the fiscal year ended December 31, 2021
Filed March 29, 2022
File No. 001-41205
Dear Robert Meyerson:
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 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
FirstName LastNameRobert Meyerson
Comapany NameC5 Acquisition Corp
November 29, 2022 Page 2
FirstName LastName
Robert Meyerson
C5 Acquisition Corp
November 29, 2022
Page 2
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 Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction