Correspondence 0001104659-23-118628 from JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
Date: Nov. 15, 2023 · CIK: 0001866001 · Accession: 0001104659-23-118628
AI Filing Summary & Sentiment
File numbers found in text: 333-275176
Referenced dates: November 7, 2023
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Giovanni
Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
Via Edgar
November 15, 2023
Kibum Park
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: JVSPAC
Acquisition Corp.
Registration Statement on Form S-1
Filed October 26, 2023
File No. 333-275176
Dear Mr. Park:
On behalf of our client, JVSPAC
Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated November 7,
2023 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).
In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of
the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below
respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
November 15,
2023
Page 2
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.
Response:
The Company has revised the disclosure on the cover page and on pages 10 and 110 of the Registration Statement in response
to the Staff’s comment.
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.
Response:
The Company has revised the disclosure on the cover page and on pages 12 and 112 of the Registration Statement.
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.
Response:
The Company has revised the disclosure on page 52 of the Registration Statement.
November 15,
2023
Page 3
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.
Response:
The Company has revised the disclosure on page 90 of the Registration Statement in accordance with the Staff’s
comment.
Please call me at 212 407-4866
if you would like additional information with respect to any of the foregoing. Thank you.
/s/ Giovanni Caruso
Giovanni Caruso
Partner