Correspondence 0001104659-22-118895 from MultiMetaVerse Holdings Ltd (MMV, MMVWW) (CIK 0001874074)
MultiMetaVerse Holdings Ltd (MMV, MMVWW) (CIK 0001874074)
Date: Nov. 15, 2022 · CIK: 0001874074 · Accession: 0001104659-22-118895
AI Filing Summary & Sentiment
File numbers found in text: 333-267125
Referenced dates: November 10, 2022
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Re: Model Performance Mini Corp. Amendment No. 2 to Registration Statement on Form F-4 Filed November 4, 2022 File No. 333-267125
Dear Ms. Pierce:
On behalf of our client, Model Performance Mini Corp., a British Virgin Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Registration Statement on Form F-4 filed on November 4, 2022 (the “Registration Statement”) contained in the Staff’s letter dated November 10, 2022 (the “Comment Letter”).
The Company has filed via EDGAR Amendment No. 3 to the Registration Statement (the “Amendment”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment.
Form F-4/A filed November 4 2022
Parties to the Business Combination, page 21
1. Please disclose the effective underwriting fee in the case of maximum redemptions, and ensure this is provided throughout your filing. We note the omission of this information on page 166.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Page 2
Response: The Company has revised the disclosure on pages 21, 165 and 167 of the Amendment in response to the Staff’s comment.
Experts, page 264
2. We note on page 264 that you refer to the firm of Marcum Asia CPAs LLP for the audit of MultiMetaVerse Inc. in your disclosure of Experts. However, we note on page F-60 that the Report of MultiMetaVerse Inc.'s Independent Registered Public Accounting Firm states that the Beijing office of the audit firm of Marcum Bernstein & Pinchuk LLP conducted the audit. Please revise the disclosure on pages 264 and F-60 to be consistent.
Response: The report issued on May 16, 2022 appearing on page F-60 of the Amendment was issued by Marcum Bernstein & Pinchuk LLP which has changed its name to Marcum Asia CPAs LLP since September 7, 2022. The Company has revised the disclosure on page 264 of the Amendment to clarify that name change in response to the Staff’s comment.
3. Please have Marcum Bernstein & Pinchuk LLP indicate in their consent the date it was issued.
Response: The Company has filed with the Amendment the dated consent of Marcum Asia CPAs LLP, showing the date the consent was issued in connection with the Amendment in response to the Staff’s comment.
Please do not hesitate to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Loeb & Loeb LLP
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Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Main 212.407.4000
Fax 212.407.4990
November 15, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lauren Pierce
Re: Model Performance Mini Corp.
Amendment No. 2 to Registration Statement on Form F-4
Filed November 4, 2022
File No. 333-267125
Dear Ms. Pierce:
On behalf of our client, Model Performance Mini
Corp., a British Virgin Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation
Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Registration Statement
on Form F-4 filed on November 4, 2022 (the “Registration Statement”) contained in the Staff’s letter dated
November 10, 2022 (the “Comment Letter”).
The Company has filed via EDGAR Amendment No. 3
to the Registration Statement (the “Amendment”), which reflects the Company’s responses to the comments received by
the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is
followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in
the Amendment.
Form F-4/A filed November 4 2022
Parties to the Business Combination, page 21
1. Please disclose the effective underwriting fee in the case of maximum redemptions, and ensure this is provided throughout your filing.
We note the omission of this information on page 166.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Page 2
Response:
The Company has revised the disclosure on pages 21, 165 and 167 of the Amendment in response to the Staff’s comment.
Experts, page 264
2. We note on page 264 that you refer to the firm of Marcum Asia CPAs LLP for the audit of MultiMetaVerse Inc. in your disclosure
of Experts. However, we note on page F-60 that the Report of MultiMetaVerse Inc.'s Independent Registered Public Accounting
Firm states that the Beijing office of the audit firm of Marcum Bernstein & Pinchuk LLP conducted the audit. Please
revise the disclosure on pages 264 and F-60 to be consistent.
Response:
The report issued on May 16, 2022 appearing on page F-60 of the Amendment was issued by Marcum
Bernstein & Pinchuk LLP which has changed its name to Marcum Asia CPAs LLP since September 7, 2022. The Company has revised the
disclosure on page 264 of the Amendment to clarify that name change in response to the Staff’s comment.
3. Please have Marcum Bernstein & Pinchuk LLP indicate in their consent the date it was issued.
Response:
The Company has filed with the Amendment the dated consent of Marcum Asia CPAs LLP, showing the date the consent was issued in connection
with the Amendment in response to the Staff’s comment.
Please do not hesitate to contact Jane Tam at (202)
524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
cc:
Serena Shie