SEC Comment Letter 0000000000-23-007737 to Finnovate Acquisition Corp. (FNVT, FNVTU, FNVTW) (CIK 0001857855)
Finnovate Acquisition Corp. (FNVT, FNVTU, FNVTW) (CIK 0001857855)
Date: July 20, 2023 · CIK: 0001857855 · Accession: 0000000000-23-007737
AI Filing Summary & Sentiment
File numbers found in text: 001-41012
Letter
United States securities and exchange commission logo July 20, 2023 Calvin Kung Chief Executive Officer Finnovate Acquisition Corp. The White House 20 Genesis Close, George Town Grand Cayman, Cayman Islands Re:Finnovate Acquisition Corp. Form 10-K for the Fiscal Year ended December 31, 2022 Filed April 13, 2023 File No. 001-41012 Dear Calvin Kung: We have limited our review of your filing to the financial statements and related disclosures 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 Fiscal Year ended December 31, 2022 Risk Factors, page 30 1.We note that you have risk factor disclosures on pages 17 and 18 of the Definitive Proxy Statement that you filed on April 28, 2023, regarding the possibility that you may be deemed a “foreign person” under the regulations administered by the Committee on Foreign Investment in the United States (CFIUS), because your Sponsor is controlled by non-U.S. persons. We believe you should provide similar risk factor disclosures in your periodic reports, having a clear focus on the prospect of completing your initial business combination and the concerns referenced in each of the following points.
•Discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company if the transaction becomes subject to review by a U.S. government entity, such as CFIUS, or ultimately prohibited.
FirstName LastNameCalvin Kung Comapany NameFinnovate Acquisition Corp. July 20, 2023 Page 2 FirstName LastName Calvin Kung Finnovate Acquisition Corp. July 20, 2023 Page 2
•Explain that as a result, the pool of potential targets with which you could complete an initial business combination may be limited.
•Explain 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.
•Discuss 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 that would expire worthless.
Please submit the disclosures that you propose to include in your periodic reports.
In closing, 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 Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff Accountant, at 202-551-3752 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
July 20, 2023
Calvin Kung
Chief Executive Officer
Finnovate Acquisition Corp.
The White House
20 Genesis Close, George Town
Grand Cayman, Cayman Islands
Re:Finnovate Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 13, 2023
File No. 001-41012
Dear Calvin Kung:
We have limited our review of your filing to the financial statements and related
disclosures 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 Fiscal Year ended December 31, 2022
Risk Factors, page 30
1.We note that you have risk factor disclosures on pages 17 and 18 of the Definitive Proxy
Statement that you filed on April 28, 2023, regarding the possibility that you may be
deemed a “foreign person” under the regulations administered by the Committee on
Foreign Investment in the United States (CFIUS), because your Sponsor is controlled by
non-U.S. persons. We believe you should provide similar risk factor disclosures in your
periodic reports, having a clear focus on the prospect of completing your initial business
combination and the concerns referenced in each of the following points.
•Discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company if the transaction becomes subject to review
by a U.S. government entity, such as CFIUS, or ultimately prohibited.
FirstName LastNameCalvin Kung
Comapany NameFinnovate Acquisition Corp.
July 20, 2023 Page 2
FirstName LastName
Calvin Kung
Finnovate Acquisition Corp.
July 20, 2023
Page 2
•Explain that as a result, the pool of potential targets with which you could complete
an initial business combination may be limited.
•Explain 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.
•Discuss 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 that would expire worthless.
Please submit the disclosures that you propose to include in your periodic reports.
In closing, 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 Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez, Staff
Accountant, at 202-551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation