SEC Comment Letter 0000000000-23-006259 to 99 Acquisition Group Inc. (NNAG, NNAGR, NNAGU, NNAGW) (CIK 0001950429)
99 Acquisition Group Inc. (NNAG, NNAGR, NNAGU, NNAGW) (CIK 0001950429)
Date: June 12, 2023 · CIK: 0001950429 · Accession: 0000000000-23-006259
AI Filing Summary & Sentiment
File numbers found in text: 333-269923
Letter
United States securities and exchange commission logo June 9, 2023 Hiren Patel Chief Executive Officer 99 Acquisition Group Inc. 14 Noblewood Ct. Gaithersburg, MD 20878 Re:99 Acquisition Group Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 15, 2023 File No. 333-269923 Dear Hiren Patel: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our May 3, 2023 letter. Amendment 2 for Form S-1 filed May 15, 2023 General 1.We note your response to comment 3. Aside from the material received on April 8, 2022, we have not received any additional supplemental information provided to the sponsor investors. Please provide all supplemental information provided to investors in the sponsor, including their subscription agreements. Please specifically tell us what information has been provided to these investors. 2.We note your response to comment 5. In response to comment 5, you state that you have provided supplemental information to the staff. We have not received that information. Please provide this information to us. Additionally, please clearly state in your response whether the investors and potential investors have been made aware that their money will
FirstName LastNameHiren Patel Comapany Name99 Acquisition Group Inc. June 9, 2023 Page 2 FirstName LastName Hiren Patel 99 Acquisition Group Inc. June 9, 2023 Page 2 not be protected in a trust, how they were advised, and whether they have been given an opportunity to receive their investment back given this significant change to their expectations. Finally, we also note your revise disclosure on page 10, please revise to add a complete date in the disclosure.
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.
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United States securities and exchange commission logo
June 9, 2023
Hiren Patel
Chief Executive Officer
99 Acquisition Group Inc.
14 Noblewood Ct.
Gaithersburg, MD 20878
Re:99 Acquisition Group Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 15, 2023
File No. 333-269923
Dear Hiren Patel:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2023 letter.
Amendment 2 for Form S-1 filed May 15, 2023
General
1.We note your response to comment 3. Aside from the material received on April 8, 2022,
we have not received any additional supplemental information provided to the sponsor
investors. Please provide all supplemental information provided to investors in the
sponsor, including their subscription agreements. Please specifically tell us what
information has been provided to these investors.
2.We note your response to comment 5. In response to comment 5, you state that you have
provided supplemental information to the staff. We have not received that information.
Please provide this information to us. Additionally, please clearly state in your response
whether the investors and potential investors have been made aware that their money will
FirstName LastNameHiren Patel
Comapany Name99 Acquisition Group Inc.
June 9, 2023 Page 2
FirstName LastName
Hiren Patel
99 Acquisition Group Inc.
June 9, 2023
Page 2
not be protected in a trust, how they were advised, and whether they have been given an
opportunity to receive their investment back given this significant change to their
expectations. Finally, we also note your revise disclosure on page 10, please revise to add
a complete date in the disclosure.
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.