SEC Comment Letter 0000000000-23-011652 to BLUE ROOM ACQUISITION CORP. (CIK 0001995321)
BLUE ROOM ACQUISITION CORP. (CIK 0001995321)
Date: Oct. 24, 2023 · CIK: 0001995321 · Accession: 0000000000-23-011652
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo October 24, 2023 Erick Deneb Flores Garcia Chief Executive Officer Blue Room Acquisition Corp. 136 Madison Ave, Floors 5&6 NY, NY 10016 Re:Blue Room Acquisition Corp. Draft Registration Statement on Form S-1 Submitted September 27, 2023 CIK No. 0001995321 Dear Erick Deneb Flores Garcia : We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Draft Registration Statement on Form S-1 Risk Factors, page 36 1.We note your risk factor discussion of the U.S. federal excise tax pursuant to the Inflation Reduction Act. Please revise your disclosure to include additional risk factors including the risk of the excise tax applying to liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code and any extensions, depending on the timing of the extension relative to when the SPAC completes a business combination or liquidates. Please also describe the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. We may not be able to complete an initial business combination . . ., page 64 2.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, please include this information in your
FirstName LastNameErick Deneb Flores Garcia Comapany NameBlue Room Acquisition Corp. October 24, 2023 Page 2 FirstName LastName Erick Deneb Flores Garcia Blue Room Acquisition Corp. October 24, 2023 Page 2 risk factor. 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. Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you have questions regarding the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Wei Wang, Esq.
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United States securities and exchange commission logo
October 24, 2023
Erick Deneb Flores Garcia
Chief Executive Officer
Blue Room Acquisition Corp.
136 Madison Ave, Floors 5&6
NY, NY 10016
Re:Blue Room Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted September 27, 2023
CIK No. 0001995321
Dear Erick Deneb Flores Garcia :
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form S-1
Risk Factors, page 36
1.We note your risk factor discussion of the U.S. federal excise tax pursuant to the Inflation
Reduction Act. Please revise your disclosure to include additional risk factors including
the risk of the excise tax applying to liquidations that are not implemented to fall within
the meaning of “complete liquidation” in Section 331 of the Internal Revenue
Code and any extensions, depending on the timing of the extension relative to when the
SPAC completes a business combination or liquidates. Please also describe the risk that if
existing SPAC investors elect to redeem their shares such that their redemptions would
subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not
elect to redeem may economically bear the impact of the excise tax.
We may not be able to complete an initial business combination . . ., page 64
2.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, please include this information in your
FirstName LastNameErick Deneb Flores Garcia
Comapany NameBlue Room Acquisition Corp.
October 24, 2023 Page 2
FirstName LastName
Erick Deneb Flores Garcia
Blue Room Acquisition Corp.
October 24, 2023
Page 2
risk factor.
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.
Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding the financial statements and related matters. Please contact Catherine
De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Wei Wang, Esq.