United States securities and exchange commission logo
December 3, 2020
Cash Smith
President, Chief Financial Officer and Secretary
CBRE Acquisition Holdings, Inc.
2100 McKinney Avenue, 12th Floor
Dallas, Texas 75201
Re: CBRE Acquisition
Holdings, Inc.
S-1/A filed
November 30, 2020
File No. 333-249958
Dear Mr. Smith:
We have reviewed your amended 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.
Amended Form S-1 filed November 30, 2020
Summary, page 1
1. We note your revised
disclosure regarding alignment shares on page 22. We also note
the statement on page 2
and elsewhere that your stakeholder-aligned carried interest
structure gives you a
competitive advantage. Please revise page 22 and where appropriate
to explain in
qualitative and quantitative terms the extent to which the potential long-term
compensation to your
sponsor, directors and officers could be higher than under the
typical SPAC share
structure. In this regard, please explain whether the formula for
issuing greater numbers
of shares based on higher share prices, combined with issuances
for each of the 10
annual measurement periods, could result in a significantly higher dollar
value of compensation
compared to the typical structure.
Cash Smith
CBRE Acquisition Holdings, Inc.
December 3, 2020
Page 2
Warrants, page 150
2. We note that Exhibit 4.4, Section 9.3 does not include the carve-outs
regarding the federal
securities laws as disclosed in the first paragraph on page 158.
Please ensure that the
exclusive forum provision in the governing document states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
Exclusive Forum for Certain Lawsuits , page 162
3. We note that your disclosure on pages 76-77 and page 162 is
inconsistent with Exhibit
3.1, Section 12.1. If this provision does not apply to actions arising
under the Securities
Act or Exchange Act, please also ensure that the exclusive forum
provision in the
governing documents states this clearly, or tell us how you will
inform investors in future
filings that the provision does not apply to any actions arising under
the Securities Act or
Exchange Act.
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 Howard Efron at 202-551-3439 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Todd K. Schiffman at 202-551-3491 or James Lopez at
202-551-3536
with any other questions.
FirstName LastNameCash Smith Sincerely,
Comapany NameCBRE Acquisition Holdings, Inc.
Division of
Corporation Finance
December 3, 2020 Page 2 Office of Real
Estate & Construction
FirstName LastName