SEC Comment Letter 0000000000-22-013120 to Counter Press Acquisition Corp (CIK 0001873964)
Counter Press Acquisition Corp (CIK 0001873964)
Date: Dec. 6, 2022 · CIK: 0001873964 · Accession: 0000000000-22-013120
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41274
Letter
United States securities and exchange commission logo December 6, 2022 Michael Kalt Chief Financial Officer Counter Press Acquisition Corporation 1981 Marcus Avenue, Suite 227 Lake Success, New York 11042 Re:Counter Press Acquisition Corp Form 10-K for the fiscal year ended December 31, 2021 Filed March 31, 2022 File No. 001-41274 Dear Michael Kalt: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K filed March 31, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameMichael Kalt Comapany NameCounter Press Acquisition Corporation December 6, 2022 Page 2 FirstName LastName Michael Kalt Counter Press Acquisition Corporation December 6, 2022 Page 2 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. 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. You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 6, 2022
Michael Kalt
Chief Financial Officer
Counter Press Acquisition Corporation
1981 Marcus Avenue, Suite 227
Lake Success, New York 11042
Re:Counter Press Acquisition Corp
Form 10-K for the fiscal year ended December 31, 2021
Filed March 31, 2022
File No. 001-41274
Dear Michael Kalt:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K filed March 31, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameMichael Kalt
Comapany NameCounter Press Acquisition Corporation
December 6, 2022 Page 2
FirstName LastName
Michael Kalt
Counter Press Acquisition Corporation
December 6, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
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.
You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction