SEC Comment Letter 0000000000-23-000300 to Forbion European Acquisition Corp. (CIK 0001874495)
Forbion European Acquisition Corp. (CIK 0001874495)
Date: Jan. 12, 2023 · CIK: 0001874495 · Accession: 0000000000-23-000300
AI Filing Summary & Sentiment
File numbers found in text: 001-41148
Letter
United States securities and exchange commission logo January 12, 2023 Cyril Lesser Chief Financial Officer Forbion European Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re:Forbion European Acquisition Corp. Form 10-K for the year ended December 31, 2021 Form 10-Q for the quarterly period ended September 30, 2022 Response dated December 29, 2022 File No. 001-41148 Dear Cyril Lesser: We have reviewed your December 29, 2022 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our December 15, 2022 letter. Form 10-K for the year ended December 31, 2021 Notes to Financial Statements Note 4 - Private Placements, page F-15 1.We note your response to our comment and your assertion that there is no scenario in which the private placement warrants become treated as public warrants and eligible for redemption. Please reconcile this statement with the disclosure in your filing that "If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units sold in the Public Offering.”
FirstName LastNameCyril Lesser Comapany NameForbion European Acquisition Corp. January 12, 2023 Page 2 FirstName LastName Cyril Lesser Forbion European Acquisition Corp. January 12, 2023 Page 2 You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
January 12, 2023
Cyril Lesser
Chief Financial Officer
Forbion European Acquisition Corp.
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807
Re:Forbion European Acquisition Corp.
Form 10-K for the year ended December 31, 2021
Form 10-Q for the quarterly period ended September 30, 2022
Response dated December 29, 2022
File No. 001-41148
Dear Cyril Lesser:
We have reviewed your December 29, 2022 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our
December 15, 2022 letter.
Form 10-K for the year ended December 31, 2021
Notes to Financial Statements
Note 4 - Private Placements, page F-15
1.We note your response to our comment and your assertion that there is no scenario in
which the private placement warrants become treated as public warrants and eligible for
redemption. Please reconcile this statement with the disclosure in your filing that "If the
Private Placement Warrants are held by holders other than the Sponsor or its permitted
transferees, the Private Placement Warrants are redeemable by the Company in all
redemption scenarios and exercisable by the holders on the same basis as the warrants
included in the Units sold in the Public Offering.”
FirstName LastNameCyril Lesser
Comapany NameForbion European Acquisition Corp.
January 12, 2023 Page 2
FirstName LastName
Cyril Lesser
Forbion European Acquisition Corp.
January 12, 2023
Page 2
You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction