Peter Byrne
+1 212 479 6778
pbyrne@cooley.com
March 10, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy and Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Ben Phippen | |
Amit Pande | ||
Eric Envall | ||
Sandra Hunter Berkheimer | ||
Re: | Gladstone Acquisition Corporation | |
Draft Registration Statement on Form S-1 | ||
Filed February 9, 2021 | ||
File No. 333-252916 | ||
Ladies and Gentlemen:
On behalf of Gladstone Acquisition Corporation (the “Company”), we are submitting this response letter in response to the comment letter, dated March 8, 2021, from the staff (the “Staff”) of Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), as filed with the Commission on February 9, 2021. We are also electronically filing an amendment to the Registration Statement (“Amendment No. 1”), which reflects changes in response to the Staff’s comments, as well as other updates.
For the Staff’s convenience, we have incorporated your comments into this response letter in italics. Page references in the text of this response letter correspond to the page numbers in Amendment No. 1. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings ascribed to such terms in Amendment No. 1.
Form S-1 filed February 9, 2021
Competitive Advantages Manner of Conducting Redemptions, page 104
| 1. | Noting the disclosure that “each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction,” please revise to address abstentions. If public stockholders much vote for or against a proposed business combination in order to be able to redeem their shares, please revise your Summary section, along with other applicable sections in the prospectus to prominently disclose this. |
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages [25], [105], [115], [143] and [F-8] of the Registration Statement to clarify that each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction, whether they participate in or abstain from voting or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.
U.S. Securities and Exchange Commission
March 10, 2021
Page Two
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Please contact me at (212) 479-6778 or Thomas Salley at (202) 842-7878 at with any questions or further comments regarding our responses to the Staff’s comments.
Sincerely,
/s/ Peter Byrne |
| Peter Byrne |
| Cooley LLP |
| cc: | David Gladstone, Gladstone Acquisition Corporation |
Michael LiCalsi, Gladstone Acquisition Corporation |
Thomas Salley, Cooley LLP |
John T. McKenna, Cooley LLP |
Mitchell S. Nussbaum, Loeb & Loeb LLP |
David J. Levine, Loeb & Loeb LLP |