Correspondence 0001213900-25-027284 from Real Asset Acquisition Corp. (RAAQ)
Real Asset Acquisition Corp.
Date: April 1, 2025 · CIK: 0002052161 · Accession: 0001213900-25-027284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284777
Referenced dates: March 26, 2025
Letter
Perkins Coie LLP 1155 Avenue of the Americas 22nd Floor New York, NY 10036-2711
T. +1.212.262.6900 F. +1.212.977.1649 perkinscoie.com
April 1, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction 100 F Street NE Washington, D.C. 20549
Attention: Pearlyne Paulemon
Jeffrey Gabor
Jennifer Monick
Jeffrey Lewis
Re: Real Asset Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1
Filed March 14, 2025
File No. 333-284777
Ladies and Gentlemen:
On behalf of our client, Real Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the " Registration Statement "), contained in the Staff's letter dated March 26, 2025 (the " Comment Letter ").
The Company has filed via EDGAR Amendment No. 2 to the Registration Statement (" Amendment No. 2 "), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in the Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 2.
Amendment No.1 to Registration Statement on Form S-1
Our Sponsor, page 5
1. We acknowledge your response and revisions to prior comment 2. We note that your sponsor transferred 25,000 Class B ordinary shares to each of your independent director nominees (for an aggregate of 75,000 Class B ordinary shares). However, the compensation table here and on page 122 reflect 40,000 Class B ordinary shares for your independent directors. Lastly, we note your cover page disclosure that your sponsor transferred 10,000 Class B ordinary shares to each of your advisors (for an aggregate of 40,000 Class B ordinary shares); however, your disclosure on page 116 and elsewhere indicate an aggregate of 60,000 Class B founder shares to your advisors. Please revise for consistency or advise.
Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 6 and 122.
* * *
United States Securities and Exchange Commission
April 1, 2025
Please do not hesitate to contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.
Best regards,
/s/ Perkins Coie LLP
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Perkins Coie LLP
1155 Avenue of the Americas
22nd Floor
New York, NY 10036-2711
T. +1.212.262.6900
F. +1.212.977.1649
perkinscoie.com
April
1, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549
Attention: Pearlyne Paulemon
Jeffrey Gabor
Jennifer Monick
Jeffrey Lewis
Re: Real Asset Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 14, 2025
File No. 333-284777
Ladies and Gentlemen:
On behalf of our client, Real
Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the " Registration
Statement "), contained in the Staff's letter dated March 26, 2025 (the " Comment Letter ").
The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement (" Amendment No. 2 "), which reflects the Company's responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to
page numbers in the Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 2.
Amendment
No.1 to Registration Statement on Form S-1
Our Sponsor,
page 5
1. We acknowledge your response and revisions to prior comment 2. We note that your sponsor transferred
25,000 Class B ordinary shares to each of your independent director nominees (for an aggregate of 75,000 Class B ordinary shares). However,
the compensation table here and on page 122 reflect 40,000 Class B ordinary shares for your independent directors. Lastly, we note your
cover page disclosure that your sponsor transferred 10,000 Class B ordinary shares to each of your advisors (for an aggregate of 40,000
Class B ordinary shares); however, your disclosure on page 116 and elsewhere indicate an aggregate of 60,000 Class B founder shares to
your advisors. Please revise for consistency or advise.
Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 6 and 122.
* * *
United States Securities and Exchange Commission
April 1, 2025
Please do not hesitate to
contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.
Best regards,
/s/ Perkins Coie LLP
cc: Peter
Ort, Real Asset Acquisition Corp.