United States securities and exchange commission logo
August 10, 2020
Martin McNulty, Jr.
Chief Executive Officer
Starboard Value Acquisition Corp.
777 Third Avenue, 18th Floor
New York, New York 10017
Re: Starboard Value
Acquisition Corp.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted July 27,
2020
CIK 0001794905
Dear Mr. McNulty:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
July 27, 2020
General
1. We note your disclosure
that the distributable redeemable warrants foregone by the
redeeming public
stockholders will be issued on a pro rata basis to the holders of your
public shares that did
not redeem and the forward purchasers. Additionally, we note your
disclosure that the
distributable redeemable warrants will be issued to the forward
purchasers as a private
placement. Since it appears that the registration statement includes
all the distributable
redeemable warrants, including those that would ultimately be issued
to the forward
purchasers, please explain to us in detail how you intend to conduct the
issuance of the
distributable redeemable warrants to the forward purchasers as a private
Martin McNulty, Jr.
Starboard Value Acquisition Corp.
August 10, 2020
Page 2
placement.
2. We note your disclosure that the forward purchase shares are identical
to the shares of
Class A common stock, except for transfer restrictions. Please clarify
that the forward
purchase shares also include a contingent right to receive at least
one-sixth of one
redeemable warrant following the initial business combination or
advise.
3. Please describe the impact that the forward purchasers' participation
in the distributable
redeemable warrants may have on your ownership structure, including
the effect on public
holders. Please provide illustrative examples of the forward
purchasers' ownership based
on different redemption percentages up to the maximum backstop
commitment.
You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Erin E. Martin at 202-551-3391 with
any other
questions.
FirstName LastNameMartin McNulty, Jr. Sincerely,
Comapany NameStarboard Value Acquisition Corp.
Division of
Corporation Finance
August 10, 2020 Page 2 Office of Real
Estate & Construction
FirstName LastName