Correspondence 0001104659-24-001697 from JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
JVSPAC Acquisition Corp. (JVSA, JVSAR, JVSAU) (CIK 0001866001)
Date: Jan. 5, 2024 · CIK: 0001866001 · Accession: 0001104659-24-001697
AI Filing Summary & Sentiment
File numbers found in text: 333-275176
Referenced dates: January 3, 2024
Letter
Via Edgar JVSPAC Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed December 21, 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 January 3, 2024 (the “Staff’s Letter”) regarding the Amendment No. 2 to the 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
January 5, 2024
Page 2
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.
Response: The Company has refiled the legality opinion as Exhibit 5.1 in response to 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
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CORRESP
1
filename1.htm
Giovanni Caruso
Partner
345 Park Avenue
Direct
212.407.4866
New York, NY 10154
Main
212.407.4000
Fax
212.937.3943
gcaruso@loeb.com
Via Edgar
January 5, 2024
Kibum Park
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
JVSPAC Acquisition Corp.
Amendment No. 2 to Registration Statement on Form
S-1
Filed December 21, 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 January 3, 2024 (the
“Staff’s Letter”) regarding the Amendment No. 2 to the 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
January 5, 2024
Page 2
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.
Response: The Company has refiled
the legality opinion as Exhibit 5.1 in response to 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