Correspondence 0001104659-23-079165 from Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046) (SPKL)
Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046)
Date: July 7, 2023 · CIK: 0001884046 · Accession: 0001104659-23-079165
AI Filing Summary & Sentiment
Referenced dates: May 10, 2022
Letter
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
July 7, 2023
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Maryse Mills-Apenteng
Joseph Ambrogi
Jeffrey Lewis
Jennifer Monick
Re: Spark I Acquisition Corporation
Amendment to Draft Registration Statement on Form S-1
Submitted April 13, 2022
CIK No. 0001884046
Ladies and Gentlemen:
On behalf of our client, Spark I Acquisition Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated May 10, 2022, relating to the above-referenced Amendment to Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement (“Amended S-1”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on April 13, 2022), all page references herein correspond to the page of Amended S-1.
Draft Registration Statement on Form S-1 submitted April 13, 2022
Risk Factors, page 57
1. We note that you have identified the courts of the State of New York or the United States District Court for the Southern District of New York as the exclusive forum for litigation arising out of or relating to the warrant agreement, including under the Securities Act. However, Section 9.03 of the Form of Warrant Agreement, filed as exhibit 4.4, states that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Please reconcile these statements.
In response to the Staff’s comment, the Company has revised Section 9.03 of the Form of Warrant Agreement filed as Exhibit 4.4 to keep consistent with the statements in the Amended S-1.
Please direct any questions regarding the Company’s responses or the Amended S-1 to me at 650-849-3240.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Show Raw Text
CORRESP
1
filename1.htm
Wilson Sonsini Goodrich &
Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
July 7, 2023
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Maryse Mills-Apenteng
Joseph Ambrogi
Jeffrey Lewis
Jennifer Monick
Re:
Spark I Acquisition Corporation
Amendment to Draft Registration Statement on Form S-1
Submitted April 13, 2022
CIK No. 0001884046
Ladies and Gentlemen:
On behalf of our client, Spark
I Acquisition Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated May 10, 2022, relating to the above-referenced Amendment
to Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via
EDGAR this letter and a revised draft of the Registration Statement (“Amended S-1”).
In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references
appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on April 13,
2022), all page references herein correspond to the page of Amended S-1.
Draft Registration Statement on Form S-1
submitted April 13, 2022
Risk Factors, page 57
1.
We note that you have identified the courts of the State of New York or the United States District Court for the Southern District of New York as the exclusive forum for litigation arising out of or relating to the warrant agreement, including under the Securities Act. However, Section 9.03 of the Form of Warrant Agreement, filed as exhibit 4.4, states that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Please reconcile these statements.
In
response to the Staff’s comment, the Company has revised Section 9.03 of the Form of Warrant Agreement filed as Exhibit 4.4
to keep consistent with the statements in the Amended S-1.
Please direct any questions
regarding the Company’s responses or the Amended S-1 to me at 650-849-3240.
Wilson Sonsini Goodrich &
Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Andrew Hoffman
Andrew Hoffman
cc:
James Rhee, Spark I Acquisition Corporation
Sally Yin, Wilson Sonsini Goodrich & Rosati, P.C.