SEC Comment Letter 0000000000-24-009434 to Calisa Acquisition Corp (ALIS)
Calisa Acquisition Corp
Date: Aug. 16, 2024 · CIK: 0002026767 · Accession: 0000000000-24-009434
AI Filing Summary & Sentiment
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File numbers found in text: 333-280565
Letter
August 16, 2024 Hongfei Zhang Chief Executive Officer Calisa Acquisition Corp 420 Lexington Ave., Suite 2446 New York, NY 10170 Re:Calisa Acquisition Corp Amendment No. 1 to Registration Statement on Form S-1 Filed August 9, 2024 File No. 333-280565 Dear Hongfei Zhang: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our July 25, 2024 letter. Registration Statement on Form S-1 Enforcement of Civil Liabilities, page 11 1.We note your revised disclosure provided in response to prior comment 3. As requested in the comment, please include Ogier's consent to being named in this section of the prospectus as an exhibit to the registration statement. Risk Factors Summary, page 26 We note your response to prior comment 5. We also note that you disclose on page 28 that the PRC government may intervene or regulate the activities of the post-business combination company in ways that could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless. Please revise your disclosure 2.
August 16, 2024 Page 2 to include the current risks that the majority of your directors and officers being based in or having significant ties to China poses which could result in a material change in your operations and/or the value of the securities you are registering for sale including causing the value of your securities to significantly decline or become worthless. Risks Related to Acquiring and Operating a Business Outside of the United States, page 51 3.We note your response to prior comment 7. Please expand your disclosure regarding the impact PRC law or regulations may have on the cash flows associated with the business combination transaction specifically including, but without limitation, shareholder redemption rights. Underwriting, page 144 4.We note your response to prior comment 9. Please revise your underwriter's compensation table to include the EBC founder shares in tabular format. Please refer to Item 508(e) of Regulation S-K for guidance. Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have questions regarding comments on 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:Jeffrey M. Gallant, Esq.
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August 16, 2024
Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170
Re:Calisa Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 9, 2024
File No. 333-280565
Dear Hongfei Zhang:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 25, 2024 letter.
Registration Statement on Form S-1
Enforcement of Civil Liabilities, page 11
1.We note your revised disclosure provided in response to prior comment 3. As requested in
the comment, please include Ogier's consent to being named in this section of the
prospectus as an exhibit to the registration statement.
Risk Factors Summary, page 26
We note your response to prior comment 5. We also note that you disclose on page 28 that
the PRC government may intervene or regulate the activities of the post-business
combination company in ways that could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of our
securities to significantly decline or become worthless. Please revise your disclosure 2.
August 16, 2024
Page 2
to include the current risks that the majority of your directors and officers being based in
or having significant ties to China poses which could result in a material change in your
operations and/or the value of the securities you are registering for sale
including causing the value of your securities to significantly decline or become
worthless.
Risks Related to Acquiring and Operating a Business Outside of the United States, page 51
3.We note your response to prior comment 7. Please expand your disclosure regarding
the impact PRC law or regulations may have on the cash flows associated with the
business combination transaction specifically including, but without limitation,
shareholder redemption rights.
Underwriting, page 144
4.We note your response to prior comment 9. Please revise your underwriter's compensation
table to include the EBC founder shares in tabular format. Please refer to Item 508(e) of
Regulation S-K for guidance.
Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on 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:Jeffrey M. Gallant, Esq.