Correspondence 0001213900-25-031244 from Cal Redwood Acquisition Corp. (CRAQ)
Cal Redwood Acquisition Corp.
Date: April 11, 2025 · CIK: 0002058359 · Accession: 0001213900-25-031244
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285517
Referenced dates: April 10, 2025
Letter
Division of Corporation Finance Office of Real Estate & Construction Re: Cal Redwood Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed April 2, 2025 File No. 333-285517
Dear Mr. Regan and Mr. Link:
On behalf of Cal Redwood Acquisition Corp. (the "Company"), we are hereby responding to the comment of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated April 10, 2025 (the "Comment Letter") with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission by the Company on April 2, 2025 (the "Registration Statement").
The Company is concurrently filing with the Commission this letter and Amendment No. 2 to the Registration Statement ("Amendment No. 2"), which reflects the Company's response to the comment received by the Staff and certain updated information. For ease of reference, the text of the Staff's comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response. All page references in the response set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.
Amended Registration Statement on Form S-1
Principal Shareholders
Restrictions on Transfer of Founder Shares, page 149
1. Please revise the table relating to transfer restrictions to also include the lock-up required by the underwriter. In this regard, we note your disclosure on page 150 regarding the lock-up agreements with CCM. See Item 1603(a)(9) of Regulation S-K.
Response : The Company has revised its disclosure on pages 17, 112 and 150 of Amendment No. 2 in response to the Staff's comment.
* * *
U.S. Securities and Exchange Commission
Division of Corporation Finance
April 11, 2025
Page 2
We thank the Staff in advance for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.
Sincerely,
GREENBERG TRAURIG, P.A.
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CORRESP
1
filename1.htm
Tricia Branker, Esq.
Tel 561.650.7951
brankert@gtlaw.com
April 11, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549-3561
Attn: Ruairi Regan
David Link
Re: Cal Redwood Acquisition Corp.
Amendment No. 1 to Registration Statement
on Form S-1
Filed April 2, 2025
File No. 333-285517
Dear Mr. Regan and Mr. Link:
On behalf of Cal Redwood Acquisition
Corp. (the "Company"), we are hereby responding to the comment of the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") set forth in the Staff's letter dated April 10, 2025 (the "Comment
Letter") with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission
by the Company on April 2, 2025 (the "Registration Statement").
The Company is concurrently
filing with the Commission this letter and Amendment No. 2 to the Registration Statement ("Amendment No. 2"), which reflects
the Company's response to the comment received by the Staff and certain updated information. For ease of reference, the text of
the Staff's comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response.
All page references in the response set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein
have the meanings set forth in Amendment No. 2.
Amended Registration Statement on Form S-1
Principal Shareholders
Restrictions on Transfer of Founder Shares, page 149
1. Please revise the table relating to transfer restrictions to also include the lock-up required by the
underwriter. In this regard, we note your disclosure on page 150 regarding the lock-up agreements with CCM. See Item 1603(a)(9) of Regulation
S-K.
Response : The Company has revised
its disclosure on pages 17, 112 and 150 of Amendment No. 2 in response to the Staff's comment.
* * *
U.S. Securities and Exchange Commission
Division of Corporation Finance
April 11, 2025
Page 2
We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.
Sincerely,
GREENBERG TRAURIG, P.A.
By:
/s/ Tricia Branker, Esq.
Tricia Branker, Esq.
cc: Vivek Ranadive – President
Cal Redwood Acquisition Corp.