Correspondence 0001104659-24-031571 from CorpAcq Group Plc (CPGRA) (CIK 0001987867)
CorpAcq Group Plc (CPGRA) (CIK 0001987867)
Date: March 6, 2024 · CIK: 0001987867 · Accession: 0001104659-24-031571
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File numbers found in text: 333-275613
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CORRESP
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CORPACQ GROUP PLC
CorpAcq House, 1 Goose Green
Altrincham, United Kingdom WA14 1DW
VIA EDGAR
March 6, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
Washington, D.C. 20549
Attn: Isabel Rivera
Re:
CorpAcq Group Plc
Amendment No. 4 to Registration Statement on
Form F-4
Filed February 29, 2024
File No.: 333-275613
Dear Ms. Rivera:
CorpAcq Group Plc, a public
limited company incorporated under the laws of England and Wales (the “Company,” “we,” “our”
or “us”), hereby transmits the Company’s response to the oral comment received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) via telephone on March 6, 2024 (the “Verbal
Comment”), regarding Amendment No. 4 to the Company’s Registration Statement on Form F-4 filed with the Commission on
February 29, 2024 (the “Registration Statement”). Concurrently with the transmission of this letter, we are publicly
filing Amendment No. 5 to the Company’s Registration Statement with the Commission through EDGAR (the “Amendment”),
which includes changes intended to respond to the Verbal Comment.
For the Staff’s convenience,
we have reproduced the text of the Verbal Comment in bold and italics below, followed by the Company’s response. All page references
in the response set forth below refer to page numbers in the Amendment. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Amendment.
Amendment No. 5 to Registration Statement on Form F-4
1. We note your risk factor disclosure on page 135 states that the Finance Bill for 2023-2024 has not
been enacted. Please update your risk factor disclosure now that the Finance Bill has received royal assent.
Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 136-137 of the Amendment to address this comment.
We thank the Staff for its review of the foregoing
and the Amendment. If you have further comments, please feel free to contact to our counsel, Michael S. Lee, Esq. at Michael.Lee@reedsmith.com
or by telephone at (212) 549-0358.
Sincerely,
/s/ Stephen Scott
Stephen Scott
Chief Operating Officer
CorpAcq Group Plc
cc:
Michael S. Lee, Reed Smith LLP
Michael J. Aiello, Weil, Gotshal & Manges LLP