SEC Comment Letter 0000000000-22-012709 to TMT Acquisition Corp. (TMTC, TMTCR, TMTCU) (CIK 0001879851)
TMT Acquisition Corp. (TMTC, TMTCR, TMTCU) (CIK 0001879851)
Date: Nov. 23, 2022 · CIK: 0001879851 · Accession: 0000000000-22-012709
AI Filing Summary & Sentiment
File numbers found in text: 333-259879
Letter
United States securities and exchange commission logo November 23, 2022 Dajiang Guo Chief Executive Officer TMT Acquisition Corp. 420 Lexington Avenue Suite 2446 New York, NY 10170 Re:TMT Acquisition Corp. Amendment No. 9 to Registration Statement on Form S-1 Filed November 9, 2022 File No. 333-259879 Dear Dajiang Guo: We have reviewed your amended registration statement 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 letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 9 to Registration Statement on Form S-1 Risk Factors Our rights agreement will designate ... , page 51 1.We note your disclosure that the forum provision in your rights agreement "will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum." However, we note that this carve out is not included in Section 7.3 of the rights agreement. Please revise.
FirstName LastNameDajiang Guo Comapany NameTMT Acquisition Corp. November 23, 2022 Page 2 FirstName LastName Dajiang Guo TMT Acquisition Corp. November 23, 2022 Page 2 Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551- 3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Liang Shih, Esq.
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United States securities and exchange commission logo
November 23, 2022
Dajiang Guo
Chief Executive Officer
TMT Acquisition Corp.
420 Lexington Avenue
Suite 2446
New York, NY 10170
Re:TMT Acquisition Corp.
Amendment No. 9 to Registration Statement on Form S-1
Filed November 9, 2022
File No. 333-259879
Dear Dajiang Guo:
We have reviewed your amended registration statement 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 letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 9 to Registration Statement on Form S-1
Risk Factors
Our rights agreement will designate ... , page 51
1.We note your disclosure that the forum provision in your rights agreement "will not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and
exclusive forum." However, we note that this carve out is not included in Section 7.3 of
the rights agreement. Please revise.
FirstName LastNameDajiang Guo
Comapany NameTMT Acquisition Corp.
November 23, 2022 Page 2
FirstName LastName
Dajiang Guo
TMT Acquisition Corp.
November 23, 2022
Page 2
Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-
3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Liang Shih, Esq.