SEC Comment Letter for Meshflow Acquisition (MESH) — Nov 14, 2025
Meshflow Acquisition Corp
Date: Nov. 14, 2025 · CIK: 0002081468 · Accession: 0000000000-25-010775
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290175
Letter
November 14, 2025 Bartosz Lipinski Chief Executive Officer Meshflow Acquisition Corp 406 N. Sangamon Street Chicago, Illinois 60642 Re:Meshflow Acquisition Corp Registration Statement on Form S-1 Filed September 10, 2025 File No. 333-290175 Dear Bartosz Lipinski: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed September 10, 2025 Cover Page 1.Please address on the cover page whether the exercise of the private warrants on a cashless basis may result in a material dilution of the purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.
November 14, 2025 Page 2 Dilution, page 102 2.We note you have depicted the payment of deferred underwriting commissions totaling $12 million under each quartile redemption interval. Please tell us whether the payment of such deferred underwriting discounts is impacted by the redemptions exercised by public shareholders wherein payment of deferred underwriting commissions would correspondingly decrease as redemptions increase. If so, please tell us what consideration you gave to presenting differing payment levels for deferred underwriting commissions when presenting the redemption scenarios within your dilution table. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Howard Efron at 202-551-3439 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Pamela Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Elliott Smith, Esq.
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November 14, 2025
Bartosz Lipinski
Chief Executive Officer
Meshflow Acquisition Corp
406 N. Sangamon Street
Chicago, Illinois 60642
Re:Meshflow Acquisition Corp
Registration Statement on Form S-1
Filed September 10, 2025
File No. 333-290175
Dear Bartosz Lipinski:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 10, 2025
Cover Page
1.Please address on the cover page whether the exercise of the private warrants on a
cashless basis may result in a material dilution of the purchasers' equity interests. See
Item 1602(a)(3) of Regulation S-K.
November 14, 2025
Page 2
Dilution, page 102
2.We note you have depicted the payment of deferred underwriting commissions
totaling $12 million under each quartile redemption interval. Please tell us whether
the payment of such deferred underwriting discounts is impacted by the redemptions
exercised by public shareholders wherein payment of deferred underwriting
commissions would correspondingly decrease as redemptions increase. If so, please
tell us what consideration you gave to presenting differing payment levels for deferred
underwriting commissions when presenting the redemption scenarios within your
dilution table.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Howard Efron at 202-551-3439 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Pamela Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Elliott Smith, Esq.