SEC Comment Letter 0000000000-23-002757 to VMG Consumer Acquisition Corp. (CIK 0001875943)
VMG Consumer Acquisition Corp. (CIK 0001875943)
Date: March 20, 2023 · CIK: 0001875943 · Accession: 0000000000-23-002757
AI Filing Summary & Sentiment
File numbers found in text: 001-41057
Letter
United States securities and exchange commission logo March 20, 2023 Aarti Kapoor Chief Executive Officer and Director VMG Consumer Acquisition Corp. 39 Mesa Street, Suite 310 San Francisco, CA 94129 Re:VMG Consumer Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 14, 2023 File No. 001-41057 Dear Aarti Kapoor: 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 and any amendment you may file in response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A 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, also include risk factor 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
FirstName LastNameAarti Kapoor Comapany NameVMG Consumer Acquisition Corp. March 20, 2023 Page 2 FirstName LastName Aarti Kapoor VMG Consumer Acquisition Corp. March 20, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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. Please contact Catherine De Lorenzo at 202-551-4079 or Pam Howell at 202-551-3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Ryan J. Maierson, Esq.
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United States securities and exchange commission logo
March 20, 2023
Aarti Kapoor
Chief Executive Officer and Director
VMG Consumer Acquisition Corp.
39 Mesa Street, Suite 310
San Francisco, CA 94129
Re:VMG Consumer Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed March 14, 2023
File No. 001-41057
Dear Aarti Kapoor:
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 and any amendment you may file in response to this
comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
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, also include risk factor 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
FirstName LastNameAarti Kapoor
Comapany NameVMG Consumer Acquisition Corp.
March 20, 2023 Page 2
FirstName LastName
Aarti Kapoor
VMG Consumer Acquisition Corp.
March 20, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
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.
Please contact Catherine De Lorenzo at 202-551-4079 or Pam Howell at 202-551-3357
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ryan J. Maierson, Esq.