Correspondence 0000950142-23-000070 from C5 Acquisition Corp (CIK 0001856242)
C5 Acquisition Corp (CIK 0001856242)
Date: Jan. 6, 2023 · CIK: 0001856242 · Accession: 0000950142-23-000070
AI Filing Summary & Sentiment
File numbers found in text: 001-41205
Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
January 6, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Peter McPhun
Re: C5 Acquisition Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed March 29, 2022
File No. 001-41205
Ladies and Gentlemen:
On behalf of our client, C5 Acquisition Corporation, a Delaware corporation (the “Company”), we provide the following response to the comment included in your recent letter regarding the above captioned Form 10-K. For your convenience, we restate your comment and convey 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.
Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company and its sponsor have, with the assistance of counsel, conducted a review of their respective status under section 721 of the Defense Production Act of 1950, as amended
(the “DPA”), with respect to the jurisdiction of the Committee on Foreign Investment in the United States (CFIUS”). Based on this review, the Company is of the view that neither it nor its sponsor have the foreign ownership, control, or other ties that would make either of them a foreign person for purposes of the DPA or CFIUS.
* * *
Any questions or notifications with respect to this letter should be directed to the undersigned at (212) 373-3309.
Very truly yours,
/s/ Raphael M. Russo
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Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
January 6, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Peter McPhun
Re:
C5 Acquisition Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed March 29, 2022
File No. 001-41205
Ladies and Gentlemen:
On behalf of our client, C5 Acquisition Corporation,
a Delaware corporation (the “Company”), we provide the following response to the comment included in your recent letter regarding
the above captioned Form 10-K. For your convenience, we restate your comment and convey 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.
Response: The Company respectfully acknowledges
the Staff’s comment and confirms that the Company and its sponsor have, with the assistance of counsel, conducted a review of their
respective status under section 721 of the Defense Production Act of 1950, as amended
(the “DPA”), with respect to the jurisdiction
of the Committee on Foreign Investment in the United States (CFIUS”). Based on this review, the Company is of the view that neither
it nor its sponsor have the foreign ownership, control, or other ties that would make either of them a foreign person for purposes of
the DPA or CFIUS.
* * *
Any questions or notifications with respect to
this letter should be directed to the undersigned at (212) 373-3309.
Very truly yours,
/s/ Raphael M. Russo
Raphael M. Russo
cc:
Robert Meyerson
C5 Acquisition Corp