SEC Comment Letter 0000000000-23-012119 to Semilux International Ltd. (SELX) (CIK 0001990950) (SELX)
Semilux International Ltd. (SELX) (CIK 0001990950)
Date: Nov. 6, 2023 · CIK: 0001990950 · Accession: 0000000000-23-012119
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United States securities and exchange commission logo November 6, 2023 Yung-Peng Chang Co-Chief Executive Officer Semilux International Ltd. 4F., No. 32, Keya Rd., Daya Dist. Central Taiwan Science Park Taichung City 42881, Taiwan Re:Semilux International Ltd. Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted October 23, 2023 CIK No. 0001990950 Dear Yung-Peng Chang: We have reviewed your amended draft registration statement and have the following comment(s). Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form F-4 filed October 23, 2023 Questions and Answers About the Business Combination... What ownership levels will current shareholders of the Company have after consummation of the Business Combination?, page 23 1.In the narrative that precedes the table on page 24, and throughout the registration statement, it appears that the discussion of pro forma ownership interests under the three scenarios does not contemplate holders of SPAC public warrants. Please tell us the reason your narrative does not include the pro forma share ownership percentage to be held by this group. MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 140 2.We note your response to our prior comment 8 but are unable to agree that a tax opinion is
FirstName LastNameYung-Peng Chang Comapany NameSemilux International Ltd. November 6, 2023 Page 2 FirstName LastName Yung-Peng Chang Semilux International Ltd. November 6, 2023 Page 2 not required by Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin No. 19, as we view the tax consequences to be material to the transaction and your disclosure contains representations as to the tax free nature of the transaction. To the extent you intend to file a short form tax opinion as Exhibit 8.1, please revise your disclosure on page 140 to state that the discussion reflects the opinion of counsel. Note that your tax opinion may be conditioned or may be qualified by any facts that are unknown and that give rise to doubt regarding the conclusion, so long as such conditions and qualifications are adequately described in the filing. Refer to Item 601(b)(8) of Regulation S-K. Whenever there is significant doubt about the tax consequences of the transaction, it is permissible for the tax opinion to use “should” or "more likely than not" rather than “will,” but counsel providing the opinion must explain why it cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Please refer to Section III.C.4 of Staff Legal Bulletin No. 19. Unaudited Pro Forma Condensed Consolidated Financial Information Basis of Pro Forma Presentation, page 157 3.We note your response to prior comment 9, as well as your use of terminology such as directly attributable, factually supportable, and continuing impact in your revised disclosure. Please note that Article 11 of Regulation S-X was amended by Section II.D of SEC Release No. 33-10786, which revised the pro forma terminology and the basis for pro forma adjustments. Please revise your narrative to remove this terminology and revise the related pro forma adjustments, as applicable, to conform to the updated guidance. General 4.We note in your Investor Presentation filed as Exhibit 99.1 to your Form 8-K filed on October 24, 2023 includes a $30,000,000 PIPE. Please clarify whether you have entered into a PIPE agreement with investors. 5.We note your response to our prior comment 26. It remains unclear to us how you determined that the maximum amount of public shares that may be redeemed is 7,344,949. Please revise or advise. Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at 202-551-3777 if you have questions regarding comments on the financial statements and related matters. Please contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
November 6, 2023
Yung-Peng Chang
Co-Chief Executive Officer
Semilux International Ltd.
4F., No. 32, Keya Rd., Daya Dist.
Central Taiwan Science Park
Taichung City 42881, Taiwan
Re:Semilux International Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted October 23, 2023
CIK No. 0001990950
Dear Yung-Peng Chang:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-4 filed October 23, 2023
Questions and Answers About the Business Combination...
What ownership levels will current shareholders of the Company have after consummation of the
Business Combination?, page 23
1.In the narrative that precedes the table on page 24, and throughout the registration
statement, it appears that the discussion of pro forma ownership interests under the three
scenarios does not contemplate holders of SPAC public warrants. Please tell us the reason
your narrative does not include the pro forma share ownership percentage to be held by
this group.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 140
2.We note your response to our prior comment 8 but are unable to agree that a tax opinion is
FirstName LastNameYung-Peng Chang
Comapany NameSemilux International Ltd.
November 6, 2023 Page 2
FirstName LastName
Yung-Peng Chang
Semilux International Ltd.
November 6, 2023
Page 2
not required by Item 601(b)(8) of Regulation S-K or Staff Legal Bulletin No. 19, as we
view the tax consequences to be material to the transaction and your disclosure contains
representations as to the tax free nature of the transaction. To the extent you intend to file
a short form tax opinion as Exhibit 8.1, please revise your disclosure on page 140 to state
that the discussion reflects the opinion of counsel. Note that your tax opinion may be
conditioned or may be qualified by any facts that are unknown and that give rise to doubt
regarding the conclusion, so long as such conditions and qualifications are adequately
described in the filing. Refer to Item 601(b)(8) of Regulation S-K. Whenever there is
significant doubt about the tax consequences of the transaction, it is permissible for the tax
opinion to use “should” or "more likely than not" rather than “will,” but counsel providing
the opinion must explain why it cannot give a “will” opinion and describe the degree of
uncertainty in the opinion. Please refer to Section III.C.4 of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Consolidated Financial Information
Basis of Pro Forma Presentation, page 157
3.We note your response to prior comment 9, as well as your use of terminology such as
directly attributable, factually supportable, and continuing impact in your revised
disclosure. Please note that Article 11 of Regulation S-X was amended by Section II.D of
SEC Release No. 33-10786, which revised the pro forma terminology and the basis for
pro forma adjustments. Please revise your narrative to remove this terminology and revise
the related pro forma adjustments, as applicable, to conform to the updated guidance.
General
4.We note in your Investor Presentation filed as Exhibit 99.1 to your Form 8-K filed on
October 24, 2023 includes a $30,000,000 PIPE. Please clarify whether you have entered
into a PIPE agreement with investors.
5.We note your response to our prior comment 26. It remains unclear to us how you
determined that the maximum amount of public shares that may be redeemed
is 7,344,949. Please revise or advise.
Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing