SEC Comment Letter 0000000000-23-012180 to JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
Date: Nov. 7, 2023 · CIK: 0001866001 · Accession: 0000000000-23-012180
AI Filing Summary & Sentiment
File numbers found in text: 333-275176
Letter
United States securities and exchange commission logo November 7, 2023 Albert Wong Chairman and Chief Executive Officer JVSPAC Acquisition Corp. G/F Hang Tak Building 1 Electric Street Wan Chai, Hong Kong Re:JVSPAC Acquisition Corp. Registration Statement on Form S-1 Filed October 26, 2023 File No. 333-275176 Dear Albert Wong: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-1 filed October 26, 2023 Cover Page 1.We reissue prior comment 1. We continue to note the disclosure on the cover page that if you "enter into a business combination with a target business operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy." Please revise this disclosure and similar disclosure throughout the prospectus to disclose that you currently face such risks, even without a business combination with a company operating in China, based upon the location of the company in the PRC. Your disclosure should make clear whether these risks could result in a material change in your operations, including your search for a target business.
FirstName LastNameAlbert Wong Comapany NameJVSPAC Acquisition Corp. November 7, 2023 Page 2 FirstName LastName Albert Wong JVSPAC Acquisition Corp. November 7, 2023 Page 2 Summary, page 2 2.We partially reissue prior comment 4. Please disclose each permission or approval that you are required to obtain from Chinese authorities to operate your business. State whether you are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future. If our initial business combination involves a company organized under the laws of a state of the United States ...., page 52 3.We note the revisions made in response to prior comment 6. Please revise to clearly disclose the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. Enforceability of Civil Liabilities, page 89 4.We partially reissue prior comment 7. Please also discuss the cost and time constraints of potential actions brought in Hong Kong or Mainland China. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameAlbert Wong Comapany NameJVSPAC Acquisition Corp. November 7, 2023 Page 3 FirstName LastName Albert Wong JVSPAC Acquisition Corp. November 7, 2023 Page 3 Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso, Esq.
Show Raw Text
United States securities and exchange commission logo
November 7, 2023
Albert Wong
Chairman and Chief Executive Officer
JVSPAC Acquisition Corp.
G/F Hang Tak Building
1 Electric Street
Wan Chai, Hong Kong
Re:JVSPAC Acquisition Corp.
Registration Statement on Form S-1
Filed October 26, 2023
File No. 333-275176
Dear Albert Wong:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed October 26, 2023
Cover Page
1.We reissue prior comment 1. We continue to note the disclosure on the cover page that if
you "enter into a business combination with a target business operating in China, the
combined company may face risks associated with regulatory approvals of the proposed
business combination between us and the target, offshore offerings, anti-monopoly
regulatory actions, and cybersecurity and data privacy." Please revise this disclosure and
similar disclosure throughout the prospectus to disclose that you currently face such risks,
even without a business combination with a company operating in China, based upon the
location of the company in the PRC. Your disclosure should make clear whether these
risks could result in a material change in your operations, including your search for a
target business.
FirstName LastNameAlbert Wong
Comapany NameJVSPAC Acquisition Corp.
November 7, 2023 Page 2
FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
November 7, 2023
Page 2
Summary, page 2
2.We partially reissue prior comment 4. Please disclose each permission or approval that
you are required to obtain from Chinese authorities to operate your business. State
whether you are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
If our initial business combination involves a company organized under the laws of a state of the
United States ...., page 52
3.We note the revisions made in response to prior comment 6. Please revise to clearly
disclose the risk that if existing SPAC investors elect to redeem their shares such that their
redemptions would subject the SPAC to the stock buyback excise tax, the remaining
shareholders that did not elect to redeem may economically bear the impact of the excise
tax.
Enforceability of Civil Liabilities, page 89
4.We partially reissue prior comment 7. Please also discuss the cost and time constraints of
potential actions brought in Hong Kong or Mainland China.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameAlbert Wong
Comapany NameJVSPAC Acquisition Corp.
November 7, 2023 Page 3
FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
November 7, 2023
Page 3
Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso, Esq.