United States securities and exchange commission logo
March 30, 2021
R. Brad Marin
Chairman and Chief Executive Officer
Riverview Acquisition Corp.
510 South Mendenhall Road Suite 200
Memphis, TN 38117
Re: Riverview
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted March 3,
2021
CIK 0001846136
Dear Mr. Marin:
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
Prospectus Summary
General, page 2
1. Your disclose here and
throughout your prospectus that you will consider a target in a
variety of industries.
In addition, you disclose that your efforts will be focused on finding
companies which you
believe have significant growth prospects in an attractive industry
with a clear and
identifiable pathway to free cash flow generation and growth, and that
you intend to identify
a target enterprise where our experience, relationships, and
expertise will add
value to the company s strategic outlook and operations. However, you
also state on page 7
that your existing officers and directors have agreed (and future
officers and directors
will be required to agree) not to participate in the formation of, or
R. Brad Marin
FirstName LastNameR.Corp.
Brad Marin
Riverview Acquisition
Comapany
March NameRiverview Acquisition Corp.
30, 2021
March2 30, 2021 Page 2
Page
FirstName LastName
become an officer or director of, any blank check company focused on
seeking businesses
providing technological services to the financial services industry.
You further state on
page 47 that you intend to engage in the business of identifying and
combining with one
or more businesses, with a focus on financial technology businesses.
We also note your
other references to the financial technology industry and financial
services industry in
your prospectus. Please revise to provide clear and consistent
disclosure regarding the
industry on which you intend to focus for your business combination.
Limited Payments to Insiders, page 29
2. Please revise to clarify here that Riverview Sponsor Partners, LLC has
committed to loan
you up to an aggregate of $300,000 to be used for a portion of the
expenses of this
offering and that these loans are non-interest bearing, unsecured and
due at the earlier of
December 31, 2021 or the completion of this offering.
Risk Factors
Our amended and restated certificate of incorporation will provide, subject to
limited exceptions
that the Court of Chancery, page 60
3. We note your disclosure here and on page 120 that your amended and
restated certificate
of incorporation forum will provide, subject to limited exceptions,
that the Court of
Chancery of the State of Delaware will be the sole and exclusive forum
for certain
litigation, including any derivative action. Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and 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 applies to
Securities Act claims, please also revise your prospectus 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
addition, please provide corresponding risk factor disclosure
regarding the impact of your
exclusive forum provision on stockholders, including that they may be
subject to
increased costs to bring a claim and that the provision could
discourage claims or limit
their ability to bring a claim in a judicial forum that they find
favorable. Further, 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 your amended
and restated
certificate of incorporation states this clearly.
Principal Stockholders, page 105
4. Please disclose the natural person or persons who directly or
indirectly exercise(s) sole or
shared voting or investment control over the shares held by Riverview
Sponsor Partners,
LLC. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.
R. Brad Marin
Riverview Acquisition Corp.
March 30, 2021
Page 3
You may contact Mark Wojciechowski, Staff Accountant, at 202-551-3759
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 LastNameR. Brad Marin
Division of
Corporation Finance
Comapany NameRiverview Acquisition Corp.
Office of Energy &
Transportation
March 30, 2021 Page 3
cc: Kevin E. Manz, Esq.
FirstName LastName