United States securities and exchange commission logo
May 7, 2020
Kenneth Ng
Chief Executive Officer
Malacca Straits Acquisition Co Ltd
Unit 601-2
St. George's Building
2 Ice House Street
Central Hong Kong
Re: Malacca Straits
Acquisition Co Ltd
Draft Registration
Statement on Form S-1
Submitted April 10,
2020
CIK No. 1807594
Dear Mr. Ng:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted April 10, 2020
General
1. We note your disclosure
that holders of your Class B ordinary shares will have the right to
elect all of your
directors prior to your initial business combination. Please disclose
whether the company
will be a controlled company as defined under Nasdaq's rules and
discuss the corporate
governance exemptions that Nasdaq provides to a controlled
company. If applicable,
include risk factor disclosure.
Kenneth Ng
FirstName LastNameKenneth Ng
Malacca Straits Acquisition Co Ltd
Comapany NameMalacca Straits Acquisition Co Ltd
May 7, 2020
Page 2
May 7, 2020 Page 2
FirstName LastName
Capitalization, page 67
2. Please revise the caption for "Class A ordinary shares, subject to
redemption" to also
disclose par value and the number of shares outstanding.
3. It appears based on your disclosure on page 24 that redemption of the
public shares is
independent of your liquidation and dissolution, which must be
separately approved by
your remaining shareholders after such redemption. Please tell us why
it is not appropriate
to classify these shares entirely as temporary equity pursuant to ASC
480-10-S99-3A. In
this regard, it appears that these securities are subject to a deemed
liquidation event, not an
ordinary liquidation event as described in this guidance.
Note 5 - Commitments
Registration Rights, page F-13
4. Please disclose whether there are any maximum cash penalties under the
registration
rights agreement, if applicable. Please also disclose any additional
penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or Kevin
Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Stuart Neuhauser