CORRESP Filing
Silver Pegasus Acquisition Corp.
Date: June 26, 2025 · CIK: 0002028735 · Accession: 0001213900-25-058478
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284395
Referenced dates: June 25, 2025
Letter
Re:
Julia Aryeh Senior Counsel
345 Park Avenue New York, NY 10154
Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 jaryeh@loeb.com
June 26, 2025
United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549
Silver Pegasus Acquisition Corp. Amendment No.2 to Registration Statement on Form S-1 Filed June 20, 2025 File No. 333-284395
Attention: Howard Efron, Jennifer Monick, Pearlyne Paulemon and Pam Howell
On behalf of our client, Silver Pegasus Acquisition Corp., a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the responses to the comments contained in the Staff's letter dated June 25, 2025 on the Company's registration statement on Form S-1/A2 filed on June 20, 2025 (the " Registration Statement ").
Concurrently with the submission of this letter, the Company is submitting its amendment to the Registration Statement on Form S-1/A3 (the " Amendment ") and certain exhibits via EDGAR with the Commission.
The Staff's comments are repeated below in bold and are followed by the responses. We have included page references in the Amendment where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. In addition to addressing the Staff's comments, the Amendment has been updated to include additional founder shares issued to the Sponsor.
Amended Registration Statement on Form S-1 filed June 20, 2025
Cover Page
1. We note the table on the cover page reflecting the number of shares that could be issued per Class B-2 warrant at different market prices. Please reconcile such information with the formula provided. It would appear that the number of shares that could be issued at the market prices provided are all fractions of a share. Please also clarify the market price below which it would be beneficial to class B-2 warrant holders to elect to exchange the warrants as opposed to exercise the warrants at the $11.50 price point.
Response : In response to the Staff's comment, the Company has revised the disclosure on the cover and page 174 of the Amendment.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Should you have any questions about the responses contained herein, please contact me by telephone at (212) 407-4043 (office) or via email at jaryeh@loeb.com.
Sincerely,
/s/ Julia
Aryeh
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CORRESP 1 filename1.htm Julia Aryeh Senior Counsel 345 Park Avenue New York, NY 10154 Direct 212.407.4043 Main 212.407.4000 Fax 212.407.4990 jaryeh@loeb.com June 26, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Re: Silver Pegasus Acquisition Corp. Amendment No.2 to Registration Statement on Form S-1 Filed June 20, 2025 File No. 333-284395 Attention: Howard Efron, Jennifer Monick, Pearlyne Paulemon and Pam Howell On behalf of our client, Silver Pegasus Acquisition Corp., a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the responses to the comments contained in the Staff's letter dated June 25, 2025 on the Company's registration statement on Form S-1/A2 filed on June 20, 2025 (the " Registration Statement "). Concurrently with the submission of this letter, the Company is submitting its amendment to the Registration Statement on Form S-1/A3 (the " Amendment ") and certain exhibits via EDGAR with the Commission. The Staff's comments are repeated below in bold and are followed by the responses. We have included page references in the Amendment where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. In addition to addressing the Staff's comments, the Amendment has been updated to include additional founder shares issued to the Sponsor. Amended Registration Statement on Form S-1 filed June 20, 2025 Cover Page 1. We note the table on the cover page reflecting the number of shares that could be issued per Class B-2 warrant at different market prices. Please reconcile such information with the formula provided. It would appear that the number of shares that could be issued at the market prices provided are all fractions of a share. Please also clarify the market price below which it would be beneficial to class B-2 warrant holders to elect to exchange the warrants as opposed to exercise the warrants at the $11.50 price point. Response : In response to the Staff's comment, the Company has revised the disclosure on the cover and page 174 of the Amendment. Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership. Should you have any questions about the responses contained herein, please contact me by telephone at (212) 407-4043 (office) or via email at jaryeh@loeb.com. Sincerely, /s/ Julia Aryeh Julia Aryeh Senior Counsel Cc: Giovanni Caruso