United States securities and exchange commission logo
August 31, 2020
Adam H. Clammer
Chief Executive Officer
TWC Tech Holdings II Corp.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
Re: TWC Tech Holdings
II Corp.
Registration
Statement on Form S-1
Filed August 4,
2020
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 21,
2020
File No. 333-240330
Dear Mr. Clammer:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Cover Page, page i
1. Please revise the
disclosure here to clarify that you may redeem the warrants in
connection with the
closing of your initial business combination for cash, shares of Class
A common stock "or a
combination of cash and shares of Class A common stock." We
note the description
related to your alternative redemption throughout your filing.
Prospectus Summary, page 1
2. We note your disclosure
that True Wind Capital is your advisor. Please revise the
"Management" section to
describe the role of your advisor and any related compensation
Adam H. Clammer
FirstName
TWC TechLastNameAdam H. Clammer
Holdings II Corp.
Comapany
August 31, NameTWC
2020 Tech Holdings II Corp.
August
Page 2 31, 2020 Page 2
FirstName LastName
in connection with your initial business combination. Please also file
any related advisory
agreement that you will enter into with your advisor.
We may issue additional common stock or preferred stock to complete our initial
business
combination, page 43
3. Please revise to address the dilution risks related to your option to
redeem your warrants
on or after consummation of your initial business combination for
shares of Class A
common stock or a combination of cash and shares of Class A common
stock.
Description of Securities
Exclusive Forum for Certain Lawsuits, page 129
4. We note your disclosure that "unless [you] consent in writing to the
selection of an
alternative forum, the federal courts of the United States of America
shall be the exclusive
forum for the resolution of any complaint asserting a cause of action
arising under the
Securities Act." Please revise this disclosure to state that there is
uncertainty as to
whether a court would enforce such provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. In this regard,
we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or
liability created by the
Securities Act or the rules and regulations thereunder. Please also
reconcile this
disclosure with your disclosure on page 57 which states that your
exclusive forum
provision designating the Court of Chancery in the State of Delaware
as the exclusive
forum for derivative actions and certain other actions may not apply
to actions brought
under the Securities Act.
United States Federal Income Tax Considerations, page 132
5. We note the disclosure that "Upon a sale, exchange (other than by
exercise), redemption
(other than a redemption for Class A common stock), or expiration of a
warrant, a U.S.
Holder will recognize taxable gain or loss." If material, please
revise to also discuss here
the tax consequences related to a redemption of warrants on or after
consummation of
your initial business combination for shares of Class A common stock
or a combination of
cash and shares of Class A common stock.
Amendment No, 1 to Registration Statement on Form S-1 filed August 21, 2010
Exhibits, page II-5
6. We note that the form of warrant agreement filed as Exhibit 4.4
provides that the company
agrees that any action, proceeding or claim against it arising out of
or relating in any way
to the agreement shall be brought and enforced in the courts of the
City of New York,
County of New York, State of New York or the United States District
Court for the
Southern District of New York, and irrevocably submits to such
jurisdiction, which
jurisdiction shall be exclusive. If this provision requires
investors in this offering to
Adam H. Clammer
TWC Tech Holdings II Corp.
August 31, 2020
Page 3
bring any such action, proceeding or claim in the courts of the City of
New York, County
of New York, State of New York or the United States District Court for
the Southern
District of New York, please disclose such provision in your registration
statement, and
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. If the provision applies to actions arising under the
Securities Act or
Exchange Act, please also add related risk factor disclosure. If this
provision does not
apply to actions arising under the Securities Act or Exchange Act, please
also ensure that
the provision in the warrant agreement states this clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jenifer Gallagher, Staff Accountant, at 202-551-3706 or
Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
Sincerely,
FirstName LastNameAdam H. Clammer
Division of
Corporation Finance
Comapany NameTWC Tech Holdings II Corp.
Office of Energy &
Transportation
August 31, 2020 Page 3
cc: Stuart Neuhauser, Esq.
FirstName LastName