Giovanni Caruso Partner
345 Park Avenue |
Direct 212.407.4866 |
Via Edgar
January 18, 2022
Todd Schiffman
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | A SPAC I Acquisition Corp. |
Amendment No. 4 to Registration Statement on Form S-1 | |
Filed November 15, 2021 | |
File No. 333- 258184 |
Dear Mr. Schiffman:
On behalf of our client, A SPAC I Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated November 24, 2021 (the “Staff’s Letter”) regarding the Company’s Amendment No. 4 to Registration Statement on Form S-1 (the “Amended Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”). We submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s proposal to permit it to exclude certain China-related disclosures from its Amended Registration Statement.
Given the complexities of acquiring a business in China, the Company has decided that it will not do so. It has therefore decided to remove all risks relating to acquiring a business in China from the Amended Registration Statement, making the comments from the Staff’s Letter no longer applicable.
Additionally, the Company is formed in the British Virgin Islands and has its offices in Singapore. The relationship to China of the Company’s management team is as follows:
Name | Title | Residence | Citizenship |
Abuzzal Abusaeri | Independent Director | Indonesia | Indonesia |
John Brebeck | Independent Director | California | USA |
Giang Nguyen Hoang | Independent Director | Vietnam | Vietnam |
Claudius Tsang | Chief Executive Officer and Chief Financial Officer | Hong Kong SAR | Hong Kong SAR |
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
Todd Schiffman Page 2 |
Although members of the Company’s officers and directors have ties to China, only one of the members of the Company’s management team is a resident of China. Therefore, the Company is not currently under Chinese jurisdiction and its business will be substantially conducted outside of China. None of the Company’s assets are currently or will in the future be located in China.
The Company has filed an Amended Registration Statement reflecting that it is precluded from acquiring a company headquartered in China (including Hong Kong and Macau) or conducting a majority of its business in China (including Hong Kong and Macau), and will include a further Amended and Restated Memorandum and Articles of Association to reflect that.
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner