SEC Comment Letter 0000000000-23-013390 to EngageSmart, Inc. (CIK 0001863105)
EngageSmart, Inc. (CIK 0001863105)
Date: Dec. 7, 2023 · CIK: 0001863105 · Accession: 0000000000-23-013390
AI Filing Summary & Sentiment
File numbers found in text: 001-40835
Letter
United States securities and exchange commission logo December 7, 2023 Scott Semel, Esq. Chief Legal Officer EngageSmart, Inc. 30 Braintree Hill Office Park Suite 101 Braintree, MA 02184 Re:EngageSmart, Inc. Schedule 13E-3 filed November 20, 2023 File No. 005-93328 Preliminary Proxy Statement on Schedule 14A filed November 20, 2023 File No. 001-40835 Dear Scott Semel: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed November 20, General 1.We note that the registrant has requested confidential treatment for Exhibits (c)(ii), (c)(iii), (c)(iv), (c)(vi) and (c)(viii) to the Schedule 13E-3. We will review and provide comments on the request separately. All comments concerning the confidential treatment request must be resolved prior to mailing the proxy statement. 2.In circumstances where the registrant elects to incorporate by reference the information required by Item 1010(a) and (b) of Regulation M-A, all the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer
FirstName LastNameScott Semel, Esq. Comapany NameEngageSmart, Inc. December 7, 2023 Page 2 FirstName LastName Scott Semel, Esq. EngageSmart, Inc. December 7, 2023 Page 2 to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov for guidance on complying with a similar instruction in the context of a tender offer. Please revise the disclosure to include the information required by Item 1010(c). We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Perry Hindin at 202-551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Laura P. Knoll
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United States securities and exchange commission logo
December 7, 2023
Scott Semel, Esq.
Chief Legal Officer
EngageSmart, Inc.
30 Braintree Hill Office Park
Suite 101
Braintree, MA 02184
Re:EngageSmart, Inc.
Schedule 13E-3 filed November 20, 2023
File No. 005-93328
Preliminary Proxy Statement on Schedule 14A filed November 20, 2023
File No. 001-40835
Dear Scott Semel:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed November 20,
2023
General
1.We note that the registrant has requested confidential treatment for Exhibits
(c)(ii), (c)(iii), (c)(iv), (c)(vi) and (c)(viii) to the Schedule 13E-3. We will review and
provide comments on the request separately. All comments concerning the confidential
treatment request must be resolved prior to mailing the proxy statement.
2.In circumstances where the registrant elects to incorporate by reference the information
required by Item 1010(a) and (b) of Regulation M-A, all the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer
FirstName LastNameScott Semel, Esq.
Comapany NameEngageSmart, Inc.
December 7, 2023 Page 2
FirstName LastName
Scott Semel, Esq.
EngageSmart, Inc.
December 7, 2023
Page 2
to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s website at
http://www.sec.gov for guidance on complying with a similar instruction in the context of
a tender offer. Please revise the disclosure to include the information required by Item
1010(c).
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Laura P. Knoll