SEC Comment Letter 0000000000-23-000185 to Acri Capital Acquisition Corp (ACAC, ACACU, ACACW) (CIK 0001914023)
Acri Capital Acquisition Corp (ACAC, ACACU, ACACW) (CIK 0001914023)
Date: Jan. 6, 2023 · CIK: 0001914023 · Accession: 0000000000-23-000185
AI Filing Summary & Sentiment
File numbers found in text: 001-41415
Letter
United States securities and exchange commission logo January 6, 2023 Joy Yi Hua Chief Executive Officer Acri Capital Acquisition Corp 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 Re:Acri Capital Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December 30, 2022 File No. 001-41415 Dear Joy Yi Hua: 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 the 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 to the 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 in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameJoy Yi Hua Comapany NameAcri Capital Acquisition Corp January 6, 2023 Page 2 FirstName LastName Joy Yi Hua Acri Capital Acquisition Corp January 6, 2023 Page 2 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. You may contact Melanie Singh at 202-551-4074 or David Link at 202-551-3356 if you have any questions regarding comment. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Arila E. Zhou, Esq.
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United States securities and exchange commission logo
January 6, 2023
Joy Yi Hua
Chief Executive Officer
Acri Capital Acquisition Corp
13284 Pond Springs Rd, Ste 405
Austin, Texas 78729
Re:Acri Capital Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed December 30, 2022
File No. 001-41415
Dear Joy Yi Hua:
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 the 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 to the 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
in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameJoy Yi Hua
Comapany NameAcri Capital Acquisition Corp
January 6, 2023 Page 2
FirstName LastName
Joy Yi Hua
Acri Capital Acquisition Corp
January 6, 2023
Page 2
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.
You may contact Melanie Singh at 202-551-4074 or David Link at 202-551-3356 if you
have any questions regarding comment.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Arila E. Zhou, Esq.