Correspondence 0001477932-25-000401 from Maywood Acquisition Corp. (MAYA, MAYAR, MAYAU) (CIK 0002028355) (IPEX)
Maywood Acquisition Corp. (MAYA, MAYAR, MAYAU) (CIK 0002028355)
Date: Jan. 22, 2025 · CIK: 0002028355 · Accession: 0001477932-25-000401
AI Filing Summary & Sentiment
File numbers found in text: 333-284082
Referenced dates: January 16, 2025
Letter
mayau_corresp.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
January 22, 2025
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Re:
Maywood Acquisition Corp.
Registration Statement on Form S-1
Filed December 30, 2024
File No.: 333-284082
Ladies and Gentlemen:
On behalf of Maywood Acquisition Corp. (“Company”), we respond as follows to the Staff’s comment letter, dated January 16, 2025, 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 Registration Statement, a copy of which has been marked with the changes from the original filing 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 filed December 30, 2024
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares..., page 70
1.
We note your revised disclosure that the calculation excludes rights, which are contingent instruments. Please further explain why the rights are excluded. In this regard, your disclosures indicate that the calculation reflects the implied value of your Class A ordinary shares upon completion of your business combination and it would appear that shares issuable pursuant to the rights are no longer contingent upon the completion of your business combination.
The Staff’s comment is duly noted. We have revised the disclosure on page 70 of the Registration Statement to include the shares underlying the rights.
Securities and Exchange Commission
January 22, 2025
Page 2
Dilution, page 88
2.
We note your disclosure that “Such calculation does not reflect any dilution associated with the sale and conversion of rights, including the private units, which would cause the actual dilution to the public shareholders to be higher.” Please further clarify this statement. In this regard, we note that your dilution calculations do include the Class A ordinary shares underlying the rights. Clarify how reflecting the sale and conversion of rights in your calculation would cause actual dilution to the public shareholders to be higher and quantify the amount. Revise your disclosures accordingly.
The Staff’s comment is duly noted. We have revised the disclosure on page 88 of the Registration Statement to remove the above-referenced statement from the disclosure as the calculations do in fact reflect dilution from the sale and conversion of the rights.
3.
Please revise your disclosures to clarify the date of your dilution calculations.
We have revised the disclosure on page 88 of the Registration Statement as requested.
Balance Sheet as of September 30, 2024, page F-15
4.
Please revise to mark the financial statements and related footnotes as being unaudited.
We have revised the financial statements and related footnotes in 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
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CORRESP
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filename1.htm
mayau_corresp.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
January 22, 2025
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Re:
Maywood Acquisition Corp.
Registration Statement on Form S-1
Filed December 30, 2024
File No.: 333-284082
Ladies and Gentlemen:
On behalf of Maywood Acquisition Corp. (“Company”), we respond as follows to the Staff’s comment letter, dated January 16, 2025, 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 Registration Statement, a copy of which has been marked with the changes from the original filing 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 filed December 30, 2024
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares..., page 70
1.
We note your revised disclosure that the calculation excludes rights, which are contingent instruments. Please further explain why the rights are excluded. In this regard, your disclosures indicate that the calculation reflects the implied value of your Class A ordinary shares upon completion of your business combination and it would appear that shares issuable pursuant to the rights are no longer contingent upon the completion of your business combination.
The Staff’s comment is duly noted. We have revised the disclosure on page 70 of the Registration Statement to include the shares underlying the rights.
Securities and Exchange Commission
January 22, 2025
Page 2
Dilution, page 88
2.
We note your disclosure that “Such calculation does not reflect any dilution associated with the sale and conversion of rights, including the private units, which would cause the actual dilution to the public shareholders to be higher.” Please further clarify this statement. In this regard, we note that your dilution calculations do include the Class A ordinary shares underlying the rights. Clarify how reflecting the sale and conversion of rights in your calculation would cause actual dilution to the public shareholders to be higher and quantify the amount. Revise your disclosures accordingly.
The Staff’s comment is duly noted. We have revised the disclosure on page 88 of the Registration Statement to remove the above-referenced statement from the disclosure as the calculations do in fact reflect dilution from the sale and conversion of the rights.
3.
Please revise your disclosures to clarify the date of your dilution calculations.
We have revised the disclosure on page 88 of the Registration Statement as requested.
Balance Sheet as of September 30, 2024, page F-15
4.
Please revise to mark the financial statements and related footnotes as being unaudited.
We have revised the financial statements and related footnotes in 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: Zikang Wu