811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
|
||
FIRM / AFFILIATE OFFICES
|
||
Austin
|
Milan
|
|
Beijing
|
Munich
|
|
Boston
|
New York
|
|
Brussels
|
Orange County
|
|
Century City
|
Paris
|
|
July 20, 2023
|
Chicago
|
Riyadh
|
Dubai
|
San Diego
|
|
Düsseldorf
|
San Francisco
|
|
Frankfurt
|
Seoul
|
|
Hamburg
|
Shanghai
|
|
Hong Kong
|
Silicon Valley
|
|
Houston
|
Singapore
|
|
London
|
Tel Aviv
|
|
Los Angeles
|
Tokyo
|
|
Madrid
|
Washington, D.C.
|
1.
|
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be
subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an
initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and
require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire
worthless.
|
Very truly yours,
|
|
/s/ David S. Allinson
|
|
David S. Allinson
of LATHAM & WATKINS LLP
|