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Correspondence 0001193125-23-029622 from Forbion European Acquisition Corp. (CIK 0001874495)

Forbion European Acquisition Corp. (CIK 0001874495)
Date: Feb. 9, 2023 · CIK: 0001874495 · Accession: 0001193125-23-029622

AI Filing Summary & Sentiment

File numbers found in text: 001-41148

Referenced dates: February 1, 2023

Date
February 9, 2023
Author
/s/ Leo Borchardt
Form
CORRESP
Company
Forbion European Acquisition Corp. (CIK 0001874495)

Letter

Leo Borchardt

+44 20 7418 1334

leo.borchardt@davispolk.com

davispolk.com

Davis Polk & Wardwell London LLP

5 Aldermanbury Square

London EC2V 7HR

February 9, 2023

Re: Forbion European Acquisition Corp.

Form 10-K for the year ended December 31, 2021

Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 2022

File No. 001-41148

Ms. Jennifer Monick

Mr. Eric McPhee

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of our client, Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), we are responding to the comment from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated February 1, 2023 (the “Comment Letter”) relating to the Company’s Amendment No. 1 to the Form 10-Q for the quarterly period ended September 30, 2022.

Set forth below is the Company’s response to the Staff’s comment included in the Comment Letter. For convenience, the Staff’s comment included in the Comment Letter is repeated below in italics, followed by the Company’s response to such comment as well as a summary of the responsive actions taken.

Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 2022

General

1. We have reviewed your amended Forms 10-Q for the quarterly periods ended September 30, 2022, June 30, 2022, March 31, 2022 and September 30, 2021, and note that you have only provided the Signatures section of each filing. Please revise your amended filings to include the entire periodic report, including the exhibits required by Item 601 of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the amendments to the Forms 10-Q for the quarterly periods ended September 30, 2022, June 30, 2022, March 31, 2022 and September 30, 2021 (the “Amendments”) were filed solely to amend the signature pages of the respective original Forms 10-Q (the “Forms 10-Q”) to include the signatures of the Company’s principal financial officer and principal accounting officer, as required by General Instruction G of Form 10-Q. The Amendments did not include any other change to the Forms 10-Q.

However, to facilitate the swift resolution of the Staff’s comment, the Company will file new amendments to the Forms 10-Q with the Staff electronically via EDGAR to include the entire periodic reports originally filed with the Forms 10-Q, including the exhibits required by Item 601 of Regulation S-K.

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.

Davis Polk includes Davis Polk & Wardwell LLP and its associated entities

*****

We hope that the foregoing has been responsive to the Staff’s comment. To the extent that you have any questions regarding the responses contained in this letter, please do not hesitate to contact me at +44 20 7418 1334 or leo.borchardt@davispolk.com. Thank you for your time and attention.

Very truly yours,
/s/ Leo Borchardt

Show Raw Text
CORRESP
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CORRESP

 Leo Borchardt

 +44 20 7418 1334

leo.borchardt@davispolk.com

 davispolk.com

 Davis Polk & Wardwell London LLP

5 Aldermanbury Square

 London EC2V 7HR

 February 9, 2023

Re:
 Forbion European Acquisition Corp.

Form 10-K for the year ended December 31, 2021

Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 2022

File No. 001-41148

Ms. Jennifer Monick

 Mr. Eric McPhee

Office of Real Estate & Construction

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of our client,
Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), we are responding to the comment from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated February 1, 2023 (the “Comment Letter”) relating to the Company’s Amendment No. 1 to the Form 10-Q for the quarterly period ended
September 30, 2022.

 Set forth below is the Company’s response to the Staff’s comment included in the Comment Letter. For
convenience, the Staff’s comment included in the Comment Letter is repeated below in italics, followed by the Company’s response to such comment as well as a summary of the responsive actions taken.

Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 2022

General

 1. We have reviewed your amended Forms 10-Q for the quarterly periods ended September 30, 2022, June 30, 2022, March 31, 2022 and September 30, 2021, and note that you have only provided the Signatures section of each filing. Please
revise your amended filings to include the entire periodic report, including the exhibits required by Item 601 of Regulation S-K.

Response:

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that the amendments to the Forms 10-Q for the quarterly periods ended September 30, 2022, June 30, 2022, March 31, 2022
and September 30, 2021 (the “Amendments”) were filed solely to amend the signature pages of the respective original Forms 10-Q (the “Forms
10-Q”) to include the signatures of the Company’s principal financial officer and principal accounting officer, as required by General Instruction G of Form
10-Q. The Amendments did not include any other change to the Forms 10-Q.

However, to facilitate the swift resolution of the Staff’s comment, the Company will file new amendments to the Forms 10-Q with the Staff electronically via EDGAR to include the entire periodic reports originally filed with the Forms 10-Q, including the exhibits required by Item 601 of
Regulation S-K.

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and
regulated by the Solicitors Regulation Authority with registration number 566321.

 Davis Polk includes Davis Polk & Wardwell LLP and its
associated entities

 *****

We hope that the foregoing has been responsive to the Staff’s comment. To the extent that you have any questions regarding the responses
contained in this letter, please do not hesitate to contact me at +44 20 7418 1334 or leo.borchardt@davispolk.com. Thank you for your time and attention.

Very truly yours,

/s/ Leo Borchardt

Leo Borchardt, Esq.

cc:
 Cyril Lesser, Chief Financial Officer

Forbion European Acquisition Corp.

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