Correspondence 0001493152-24-030843 from Calisa Acquisition Corp (ALIS)
Calisa Acquisition Corp
Date: Aug. 8, 2024 · CIK: 0002026767 · Accession: 0001493152-24-030843
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280565
Letter
Graubard Miller
The Chrysler Building
Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
August 8, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
F Street, N.E.
Washington, D.C. 20549
Re: Calisa Acquisition Corp
Registration Statement on Form S-1
Filed June 28, 2024
File No.: 333-280565
Ladies and Gentlemen:
On behalf of Calisa Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, July 25, 2024, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the original draft submission of the Registration Statement.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Registration Statement on Form S-1
Cover page
1. We note your disclosure that governing law and regulation in the PRC are still rapidly evolving and changes may result in a material change to your operations and the value of your ordinary shares if you complete a business combination with a target in China. Please revise to provide prominent disclosure about the legal and operational risks associated with a majority of your directors and officers being based in or having significant ties to China. Such risks should include uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. Your disclosure should make clear whether these risks could result in a material change in your search for a target company, as well as the value of the securities you are registering for sale.
We have revised the disclosure on the cover page of the prospectus included in the Registration Statement, as requested.
Securities and Exchange Commission
August 8, 2024
Page
Potential Permission Required from the PRC Authorities for this Offering and a Business Combination, page 10
2. Disclose each permission or approval that your officers and directors are required to obtain from Chinese authorities to search for a target company. State whether your directors and officers are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if your officers and directors (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.
We have revised the disclosure on the page 10 of the Registration Statement, as requested.
Enforcement of Civil Liabilities, page 11
3. Please include disclosures regarding the enforcement of civil liabilities in the Cayman Islands, as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-K. Regarding your discussion of enforcement of civil liabilities in China, if this discussion is based on an opinion of counsel, please identify counsel and file its consent to the use of its name an opinion as an exhibit to the registration statement.
We have revised the disclosure on page 11 of the Registration Statement, as requested. We respectfully advise the staff that the discussion regarding enforcement of civil liabilities in China is not based on an opinion of counsel.
The Offering, page 12
4. You disclose here and elsewhere that public shareholders may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. You also disclose on page F-8 that each public shareholder may also elect to redeem their public shares without voting. Please revise your disclosure here and elsewhere throughout your registration statement to clarify whether shareholders are able to redeem their shares if they abstain from voting or otherwise do not vote.
We have revised the disclosure on pages 20, 99, 107, 123 and F-8 of the Registration Statement, as requested.
Securities and Exchange Commission
August 8, 2024
Page
Risk Factors Summary , page 26
5. In your summary of risk factors, you have disclosed the risks to investors related to acquiring and operating a business in China. Please revise your disclosure to also include the risks that the majority of your directors and officers being based in or having significant ties to China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your search for a target company or completion of your initial business combination at any time, which could result in a material change in your operations and/or the value of the securities you are registering for sale.
We have revised the disclosure on page 28 of the Registration Statement, as requested.
Risks Related to Acquiring and Operating a Business Outside of the United States , page 51
6. Please revise your risk factors to address the current risks associated with your executive officers and directors being located in or having ties to the PRC. Given the Chinese government’s significant oversight and discretion over the conduct and operations of your business, please revise to describe any material impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities. Highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We remind you that, pursuant to federal securities rules, the d term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”
We have revised the disclosure on page 64 of the Registration Statement, as requested.
7. Please address any impact PRC law or regulations may have on the cash flows associated with the business combination transaction specifically, including shareholder redemption rights.
We have revised the disclosure on page 59 of the Registration Statement, as requested.
Securities and Exchange Commission
August 8, 2024
Page
General Risk Factors, page 71
8. We note your disclosure on page 73 that by restricting your investment of proceeds in cash or securities, including U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, you intend to avoid being deemed an “investment company,” and that you may be deemed to be subject to the Investment Company Act if you do not invest the proceeds as described. Please clarify that notwithstanding an investment of proceeds in government securities, you could nevertheless be considered to be operating as an unregistered investment company. Where you disclose the risk that you may be considered to be operating as an unregistered investment company, please confirm that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company. Also revise disclosure on page 74 to refer to the rights, rather than warrants.
We have revised the disclosure on pages 73 and 74 of the Registration Statement, as requested.
Underwriting , page 144
9. We note that the EBC founder shares have been deemed compensation by FINRA. Please revise your underwriter’s compensation table to include the EBC founder shares. Please refer to Item 508(e) of Regulation S-K for guidance.
We have revised the disclosure on page 144 of the Registration Statement, as requested.
* * * * * * * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/
Jeffrey M. Gallant
Show Raw Text
CORRESP
1
filename1.htm
Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-4499
(212)
818-8800
(212)
818-8881
(212)
818-8638
email
address
jgallant@graubard.com
August
8, 2024
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re: Calisa
Acquisition Corp
Registration
Statement on Form S-1
Filed
June 28, 2024
File
No.: 333-280565
Ladies
and Gentlemen:
On
behalf of Calisa Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, July 25, 2024,
relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the
original draft submission of the Registration Statement.
Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.
Registration
Statement on Form S-1
Cover
page
1. We
note your disclosure that governing law and regulation in the PRC are still rapidly evolving
and changes may result in a material change to your operations and the value of your ordinary
shares if you complete a business combination with a target in China. Please revise to provide
prominent disclosure about the legal and operational risks associated with a majority of
your directors and officers being based in or having significant ties to China. Such risks
should include uncertainties regarding the enforcement of laws and that rules and regulations
in China can change quickly with little advance notice. Your disclosure should make clear
whether these risks could result in a material change in your search for a target company,
as well as the value of the securities you are registering for sale.
We
have revised the disclosure on the cover page of the prospectus included in the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
2
Potential
Permission Required from the PRC Authorities for this Offering and a Business Combination, page 10
2. Disclose
each permission or approval that your officers and directors are required to obtain from
Chinese authorities to search for a target company. State whether your directors and officers
are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively
whether you have received all requisite permissions or approvals and whether any permissions
or approvals have been denied. Please also describe the consequences to you and your investors
if your officers and directors (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
We
have revised the disclosure on the page 10 of the Registration Statement, as requested.
Enforcement
of Civil Liabilities, page 11
3. Please
include disclosures regarding the enforcement of civil liabilities in the Cayman Islands,
as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-K. Regarding
your discussion of enforcement of civil liabilities in China, if this discussion is based
on an opinion of counsel, please identify counsel and file its consent to the use of its
name an opinion as an exhibit to the registration statement.
We
have revised the disclosure on page 11 of the Registration Statement, as requested. We respectfully advise the staff that the discussion
regarding enforcement of civil liabilities in China is not based on an opinion of counsel.
The
Offering, page 12
4. You
disclose here and elsewhere that public shareholders may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction. You also disclose
on page F-8 that each public shareholder may also elect to redeem their public shares without
voting. Please revise your disclosure here and elsewhere throughout your registration statement
to clarify whether shareholders are able to redeem their shares if they abstain from voting
or otherwise do not vote.
We
have revised the disclosure on pages 20, 99, 107, 123 and F-8 of the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
3
Risk
Factors Summary , page 26
5. In
your summary of risk factors, you have disclosed the risks to investors related to acquiring
and operating a business in China. Please revise your disclosure to also include the risks
that the majority of your directors and officers being based in or having significant ties
to China poses to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your search for a target company or completion
of your initial business combination at any time, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
We
have revised the disclosure on page 28 of the Registration Statement, as requested.
Risks
Related to Acquiring and Operating a Business Outside of the United States , page 51
6. Please
revise your risk factors to address the current risks associated with your executive officers
and directors being located in or having ties to the PRC. Given the Chinese government’s
significant oversight and discretion over the conduct and operations of your business, please
revise to describe any material impact that intervention, influence, or control by the Chinese
government has or may have on your business or on the value of your securities. Highlight
separately the risk that the Chinese government may intervene or influence your operations
at any time, which could result in a material change in your operations and/or the value
of your securities. Also, given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
We remind you that, pursuant to federal securities rules, the d term “control”
(including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise.”
We
have revised the disclosure on page 64 of the Registration Statement, as requested.
7. Please
address any impact PRC law or regulations may have on the cash flows associated with the
business combination transaction specifically, including shareholder redemption rights.
We
have revised the disclosure on page 59 of the Registration Statement, as requested.
Securities
and Exchange Commission
August
8, 2024
Page
4
General
Risk Factors, page 71
8. We
note your disclosure on page 73 that by restricting your investment of proceeds in cash or
securities, including U.S. Government securities or shares of money market funds registered
under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, you intend
to avoid being deemed an “investment company,” and that you may be deemed to
be subject to the Investment Company Act if you do not invest the proceeds as described.
Please clarify that notwithstanding an investment of proceeds in government securities, you
could nevertheless be considered to be operating as an unregistered investment company. Where
you disclose the risk that you may be considered to be operating as an unregistered investment
company, please confirm that if your facts and circumstances change over time, you will update
your disclosure to reflect how those changes impact the risk that you may be considered to
be operating as an unregistered investment company. Also revise disclosure on page 74 to
refer to the rights, rather than warrants.
We
have revised the disclosure on pages 73 and 74 of the Registration Statement, as requested.
Underwriting
, page 144
9. We
note that the EBC founder shares have been deemed compensation by FINRA. Please revise your
underwriter’s compensation table to include the EBC founder shares. Please refer to
Item 508(e) of Regulation S-K for guidance.
We
have revised the disclosure on page 144 of the Registration Statement, as requested.
*
* * * * * * * * *
If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/
Jeffrey M. Gallant
Jeffrey
M. Gallant
cc:
Hongfie
Zhang