SecProbe.io

United States securities and exchange commission logo
March 21, 2023
Hiren Patel
Chief Executive Officer
99 Acquisition Group Inc.
14 Noblewood Ct.
Gaithersburg, MD 20878
Re:99 Acquisition Group Inc.
Registration Statement on Form S-1
Filed February 22, 2023
File No. 333-269923
Dear Hiren Patel:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Please revise the prospectus to clearly indicate when the Sponsor was formed as Delaware
entity. We note that the company was incorporated in Delaware on June 14, 2022. Please
indicate this in the forepart of the prospectus.
2.We note your response to comment one.  Please add disclosure addressing these facts in
both the Summary section and in the beginning of your Risk Factors section. Please revise
to indicate when the website (https://99acquisitiongroup.com) was set up, who set up the
website, and when the website was taken down. Revise your Form S-1 to indicate the time
frame of when the sales of the Sponsor membership interests of $4.8 million were made.
Also clearly indicate when and how the indications of interest were received by the
Sponsor. Indicate the amount of securities and the type of securities that were sold through

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the website and when those sales were made. We also note your statement in your
response that “none of the funds referenced as having been raised on the website were
actually raised through the website.” Please address this statement in your prospectus
disclosure.
3.We note your response to comment one that “[t]he website did not make a distinction
between the Sponsor and the SPAC as separate entities and, as such reads as an offer of
the Company’s securities. The Company acknowledges that the website may have been in
violation of the provisions of the Securities Act of 1933….” Revise your prospectus to
further address the potential ramifications to the company. Clearly indicate the potential
risks to the company from these actions. For example, does the SPAC have other sources
of funds and can the Sponsor lend additional funds to the company.
4.We note your statement that “[t]he website presented statements about the Company that
are factually inaccurate.” Please revise to address what statements on the website were
factually inaccurate.
5.We note your statement in your response to comment one that “investors were provided
documentation making it clear that they were investing in the Sponsor and not in the
Company.” Supplementally provide us with the documentation given to the investors.
Also clarify in your document when the documentation was provided to the investors.
6.We note your response to comment two. Please revise your disclosure to indicate when
the offering started and when the offering ended. Indicate the total amount raised to date
under the offering.  Additionally, clarify how many membership interests were sold and
the percentage these individuals hold in your Sponsor (99 Acquisition Sponsor LLC).  We
note that your website had stated that the investors would hold “total equity given to the
crowdfunding group will be 35%.” Additionally, please indicate the amount of Class B
common stock which will be owned by these investors. Also clarify whether these
investors will beneficially own any of the private placement warrants that will close
simultaneously with the closing of the company offering. We may have further comments.
7.We note your response to comment three. Please revise your prospectus to clearly indicate
that the funds raised by the Sponsor from the investors, as noted in the prior website, of
approximately $4.8 million is currently being held by the Sponsor.
8.We note that your website indicated that both Peter Lacey and Usha Chaudhary are also
co-founders of 99 Acquisition Group. We note that your Form S-1 does not mention either
of these co-founders. Please advise us why Peter Lacey and Usha Chaudhary are not
addressed in the Form S-1. Additionally, your website indicated that the investors equity
stake “funds are kept in a trust account post-IPO and will be returned to the investors if
one or more companies are not acquired within 24 months.” Advise us whether the funds
raised in the offering by the website will be comingled in anyway with the funds received
in the Form S-1 offering which will be deposited into a trust account until a business
combination target is selected.

 FirstName LastNameHiren Patel
 Comapany Name99 Acquisition Group Inc.
 March 21, 2023 Page 3
 FirstName LastName
Hiren Patel
99 Acquisition Group Inc.
March 21, 2023
Page 3
9.Finally, specifically address whether investors in the founder interests can make any
claims against the funds to be held in the trust account which will hold the proceeds from
the Form S-1 offering.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Mark Rakip at 202-551-3573 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David J. Levine, Esq.