SEC Comment Letter 0000000000-24-004236 to Keypath Education International, Inc. (CIK 0001865852)
Keypath Education International, Inc. (CIK 0001865852)
Date: April 18, 2024 · CIK: 0001865852 · Accession: 0000000000-24-004236
AI Filing Summary & Sentiment
File numbers found in text: 000-56641
Letter
United States securities and exchange commission logo April 18, 2024 Eric Israel General Counsel Keypath Education International, Inc. 1933 N. Meacham Rd., Suite 310 Schaumburg, IL 60173 Re:Keypath Education International, Inc. Amendment No. 1 to Registration Statement on Form 10-12G Filed April 4, 2024 File No. 000-56641 Dear Eric Israel: We have reviewed your filing and have the following comment(s). Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form 10-12G filed April 4, 2024 Overview, page 1 1.We note your revisions pursuant to comment 2 and reissue in part. While your response to our comments explains your basis of belief for the claims in question, some of these claims still remain in the registration statement, such as on pages 1, 2, 10, and 31. Please revise to either include the basis of belief contained in your response to comment 2, or remove references to such claims. Item 4. Security Ownership of Certain Beneficial Owners and Management, page 48 2.We note your response to comment 11 and reissue in part. Please revise to include in the relevant footnote or elsewhere that voting and investment power of AVI Mezz Co LP is jointly held by three natural persons, one of whom is Mr. Hoehn-Saric. 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
FirstName LastNameEric Israel Comapany NameKeypath Education International, Inc. April 18, 2024 Page 2 FirstName LastName Eric Israel Keypath Education International, Inc. April 18, 2024 Page 2 action by the staff. Please contact Patrick Kuhn at 202-551-3308 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Please contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Alyse A. Sagalchik
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United States securities and exchange commission logo
April 18, 2024
Eric Israel
General Counsel
Keypath Education International, Inc.
1933 N. Meacham Rd., Suite 310
Schaumburg, IL 60173
Re:Keypath Education International, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed April 4, 2024
File No. 000-56641
Dear Eric Israel:
We have reviewed your filing and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G filed April 4, 2024
Overview, page 1
1.We note your revisions pursuant to comment 2 and reissue in part. While your response to
our comments explains your basis of belief for the claims in question, some of these
claims still remain in the registration statement, such as on pages 1, 2, 10, and 31. Please
revise to either include the basis of belief contained in your response to comment 2, or
remove references to such claims.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 48
2.We note your response to comment 11 and reissue in part. Please revise to include in the
relevant footnote or elsewhere that voting and investment power of AVI Mezz Co LP is
jointly held by three natural persons, one of whom is Mr. Hoehn-Saric.
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
FirstName LastNameEric Israel
Comapany NameKeypath Education International, Inc.
April 18, 2024 Page 2
FirstName LastName
Eric Israel
Keypath Education International, Inc.
April 18, 2024
Page 2
action by the staff.
Please contact Patrick Kuhn at 202-551-3308 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Alyse A. Sagalchik