United States securities and exchange commission logo
March 17, 2021
D.T. Ignacio Jayanti
Chief Executive Officer
Corsair Partnering Corp
717 Fifth Avenue, 24th Floor
New York, NY 10022
Re: Corsair Partnering
Corp
Registration
Statement on Form S-1
Filed March 8, 2021
File No. 333-254003
Dear Mr. Jayanti:
We have reviewed your registration statement and have the
following comment. In our
comment, 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 comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-1
General
1. We note that your
warrant agreement includes an exclusive forum provision in Section
9.3. Please clarify
whether this provision is applicable to investors in this offering and, if
so, whether it applies
to claims under the Securities Act. In that 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. If the provision is applicable to investors in this
offering, please revise
your prospectus to discuss the provision, including any risks or
other impacts on
investors, and whether there is uncertainty as to its enforceability. If the
provision does not
apply to actions arising under the Securities Act, please also ensure that
the provision in the
warrant agreement states this clearly, or tell us how you will inform
D.T. Ignacio Jayanti
Corsair Partnering Corp
March 17, 2021
Page 2
investors in future filings that the provision does not apply to any
actions arising under the
Securities 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 Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Maryse Mills-Apenteng at 202-551-3457 or James Lopez at 202-551-3536
with any
other questions.
Sincerely,
FirstName LastNameD.T. Ignacio Jayanti
Division of
Corporation Finance
Comapany NameCorsair Partnering Corp
Office of Real
Estate & Construction
March 17, 2021 Page 2
cc: Derek Dostal
FirstName LastName