Correspondence 0001493152-22-033723 from TMT Acquisition Corp. (TMTC, TMTCR, TMTCU) (CIK 0001879851)
TMT Acquisition Corp. (TMTC, TMTCR, TMTCU) (CIK 0001879851)
Date: Nov. 25, 2022 · CIK: 0001879851 · Accession: 0001493152-22-033723
AI Filing Summary & Sentiment
File numbers found in text: 333-259879
Referenced dates: November 23, 2022
Letter
Division of Corporation Finance Office of Real Estate and Construction Re: TMT Acquisition Corp Amendment No. 9 to Registration Statement on Form S-1 Filed November 9, 2022 File No. 333-259879
Dear Ms. Gorman:
On behalf of TMT Acquisition Corp, a Cayman Islands company (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) Amendment No. 10 to Registration Statement on Form S-1 (the “Amended S-1”) in response to the comments of the staff (the “Staff”), dated November 23, 2022, with reference to the Company’s Registration Statement on Form S-1 filed with the Commission on November 9, 2022.
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
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.
Response: In response to the Staff’s comment, the Company has revised Section 7.3 of the Form of Rights Agreement.
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
November 25, 2022
Page
We thank the Staff for its review of the foregoing and believe the Amended S-1 and the response herein addresses the Staff’s comments. If we can provide any further assistance, please do not hesitate to contact the undersigned.
Sincerely,
THE CRONE LAW GROUP P.C.
Show Raw Text
CORRESP
1
filename1.htm
November
25, 2022
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate and Construction
100
F Street, N.E.
Washington,
DC 20549
Attn: Stacie Gorman
Pam Howell
Re: TMT
Acquisition Corp
Amendment
No. 9 to Registration Statement on Form S-1
Filed
November 9, 2022
File
No. 333-259879
Dear
Ms. Gorman:
On
behalf of TMT Acquisition Corp, a Cayman Islands company (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) Amendment No. 10 to Registration Statement on Form S-1 (the “Amended S-1”) in response
to the comments of the staff (the “Staff”), dated November 23, 2022, with reference to the Company’s Registration Statement
on Form S-1 filed with the Commission on November 9, 2022.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
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.
Response:
In response to the Staff’s comment, the Company has revised Section 7.3 of the Form of Rights Agreement.
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate and Construction
November
25, 2022
Page
2
We
thank the Staff for its review of the foregoing and believe the Amended S-1 and the response herein addresses the Staff’s comments.
If we can provide any further assistance, please do not hesitate to contact the undersigned.
Sincerely,
THE CRONE LAW GROUP P.C.
By:
/s/
Liang Shih
Liang
Shih
cc: Dajiang Guo
Chief Executive
Officer
TMT
Acquisition Corp