Correspondence 0001104659-23-021978 from Games & Esports Experience Acquisition Corp. (CIK 0001856774)
Games & Esports Experience Acquisition Corp. (CIK 0001856774)
Date: Feb. 14, 2023 · CIK: 0001856774 · Accession: 0001104659-23-021978
AI Filing Summary & Sentiment
File numbers found in text: 001-41113
Referenced dates: February 10, 2023
Letter
SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN STREET
CHICAGO, IL 60603
+1 312 853 7000
+1 312 853 7036 FAX
AMERICA ● ASIA PACIFIC ● EUROPE
MHEINZ@SIDLEY.COM
+1 312 853 2071
February 14, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549
Attn: Ronald Alper
Re: Games & Esports Experience Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2023
File No. 001-41113
Ladies and Gentlemen:
This letter is being submitted on behalf of Games & Esports Experience Acquisition Corp. (the “Company”) in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s preliminary proxy statement on Schedule 14A filed on February 6, 2023 (the “Preliminary Proxy Statement”), as set forth in your letter dated February 10, 2023 (the “Comment Letter”).
The text of the Comment Letter has been reproduced herein with a response below the numbered comment.
The response provided herein is based upon information provided to Sidley Austin LLP by the Company.
Preliminary Proxy Statement on Schedule 14A filed February 6,
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 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.
Response: We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with, any non-U.S. person. Accordingly, we have not revised the disclosure in the Preliminary Proxy Statement in response to this comment.
*******
U.S. Securities and Exchange Commission
February 14, 2023
Page 2
If you have any questions regarding the foregoing or the Preliminary Proxy Statement, please contact the undersigned at (312) 853-2071.
Very truly yours,
/s/ Michael P. Heinz
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SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN STREET
CHICAGO, IL 60603
+1 312 853 7000
+1 312 853 7036 FAX
AMERICA ● ASIA PACIFIC ● EUROPE
MHEINZ@SIDLEY.COM
+1 312 853 2071
February 14, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, DC 20549
Attn: Ronald Alper
Re: Games & Esports Experience Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2023
File No. 001-41113
Ladies and Gentlemen:
This letter is being submitted on behalf of Games &
Esports Experience Acquisition Corp. (the “Company”) in response to the comment of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s preliminary proxy
statement on Schedule 14A filed on February 6, 2023 (the “Preliminary Proxy Statement”), as set forth in your letter
dated February 10, 2023 (the “Comment Letter”).
The text of the Comment Letter has been reproduced
herein with a response below the numbered comment.
The response provided herein is based upon information provided to
Sidley Austin LLP by the Company.
Preliminary Proxy Statement on Schedule 14A filed February 6,
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 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.
Response:
We respectfully advise the Staff that the Company’s sponsor is not, is not controlled by, and does not have substantial ties with,
any non-U.S. person. Accordingly, we have not revised the disclosure in the Preliminary Proxy Statement in response to this comment.
*******
U.S. Securities and Exchange Commission
February 14, 2023
Page 2
If you have any questions regarding the foregoing
or the Preliminary Proxy Statement, please contact the undersigned at (312) 853-2071.
Very truly yours,
/s/ Michael P. Heinz
Michael P. Heinz
cc: Ari Segal, Games & Esports Experience Acquisition Corp.
Chief Executive Officer