Correspondence 0001104659-24-008465 from Liberty Resources Acquisition Corp. (CIK 0001880151)
Liberty Resources Acquisition Corp. (CIK 0001880151)
Date: Jan. 31, 2024 · CIK: 0001880151 · Accession: 0001104659-24-008465
AI Filing Summary & Sentiment
File numbers found in text: 001-40883
Referenced dates: January 30, 2024
Letter
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T: 202.689.2987
andy.tucker@nelsonmullins.com
101 Constitution Ave, NW, Suite 900
Washington, DC 20001
T: 202.689.2800 F: 202.689.2860
nelsonmullins.com
January 30, 2024
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Isabel Rivera
Ms. Brigitte Lippmann
RE: Liberty Resources Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed January 30, 2024 File No. 001-40883
On behalf of Liberty Resources Acquisition Corp. (the “Company”), we are responding to the letter dated January 30, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed January 19, 2024 (the “Preliminary Proxy Statement”). In response to the Comment Letter, and to update certain information in the Preliminary Proxy Statement, the Company is submitting its Amended Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy”) with the Commission today. Capitalized terms used but not defined in this letter have the meanings as defined in the Amended Proxy on Schedule 14A. For ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
1. Please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination.
Response: The Amended Preliminary Proxy has been revised in the risk factor “We may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals within the requisite time period may require us to liquidate” to remove references to the Company’s belief that it was not a “foreign person” under CFIUS.
Given the Company’s time constraints to hold its meeting, we would be very appreciative of the Staff’s expeditious review of the Company’s responses and updates to the Amended Proxy. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com. Thank you very much for your assistance.
Respectfully,
Andrew M. Tucker
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NELSON MULLINS
RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T: 202.689.2987
andy.tucker@nelsonmullins.com
101 Constitution Ave, NW, Suite 900
Washington, DC 20001
T: 202.689.2800 F: 202.689.2860
nelsonmullins.com
January 30, 2024
Via EDGAR
Division of Corporation Finance
Securities
and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention:
Ms. Isabel Rivera
Ms. Brigitte Lippmann
RE:
Liberty Resources Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 30, 2024
File No. 001-40883
On behalf of Liberty Resources Acquisition
Corp. (the “Company”), we are responding to the letter dated January 30, 2024 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed January 19, 2024 (the “Preliminary Proxy Statement”).
In response to the Comment Letter, and to update certain information in the Preliminary Proxy Statement, the Company is submitting its
Amended Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy”) with the Commission today. Capitalized
terms used but not defined in this letter have the meanings as defined in the Amended Proxy on Schedule 14A. For ease of reference, the
text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
1. Please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business
combination.
Response: The Amended Preliminary Proxy
has been revised in the risk factor “We may be deemed a “foreign person” under the regulations relating to CFIUS and
our failure to obtain any required approvals within the requisite time period may require us to liquidate” to remove references
to the Company’s belief that it was not a “foreign person” under CFIUS.
Given the Company’s time constraints to
hold its meeting, we would be very appreciative of the Staff’s expeditious review of the Company’s responses and updates to
the Amended Proxy. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com.
Thank you very much for your assistance.
Respectfully,
Andrew M. Tucker
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