SEC Comment Letter 0000000000-24-000104 to JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
Date: Jan. 3, 2024 · CIK: 0001866001 · Accession: 0000000000-24-000104
AI Filing Summary & Sentiment
File numbers found in text: 333-275176
Letter
United States securities and exchange commission logo January 3, 2024 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. Amendment No. 2 to Registration Statement on Form S-1 Filed December 21, 2023 File No. 333-275176 Dear Albert Wong: We have reviewed your amended registration statement and have the following comment. 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. Amended Registration Statement on Form S-1 filed December 21, 2023 Exhibits 1.Please remove from the legality opinion filed as Exhibit 5.1 the assumption that "The maximum number of Class A Shares to be issued by the Company would not exceed the Company's maximum authorized number of Class A Shares." Such assumption assumes a material fact underlying the opinion. For guidance, see Staff Legal Bulletin No. 19.II.B.3.a.
FirstName LastNameAlbert Wong Comapany NameJVSPAC Acquisition Corp. January 3, 2024 Page 2 FirstName LastName Albert Wong JVSPAC Acquisition Corp. January 3, 2024 Page 2 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.
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United States securities and exchange commission logo
January 3, 2024
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.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 21, 2023
File No. 333-275176
Dear Albert Wong:
We have reviewed your amended registration statement and have the following comment.
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.
Amended Registration Statement on Form S-1 filed December 21, 2023
Exhibits
1.Please remove from the legality opinion filed as Exhibit 5.1 the assumption that "The
maximum number of Class A Shares to be issued by the Company would not exceed the
Company's maximum authorized number of Class A Shares." Such assumption assumes a
material fact underlying the opinion. For guidance, see Staff Legal Bulletin No.
19.II.B.3.a.
FirstName LastNameAlbert Wong
Comapany NameJVSPAC Acquisition Corp.
January 3, 2024 Page 2
FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
January 3, 2024
Page 2
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.