United States securities and exchange commission logo
April 23, 2021
Daniel Leff
Chief Executive Officer
Waverley Capital Acquisition Corp. 1
535 Ramona Street
Suite #8
Palo Alto, CA 94301
Re: Waverley Capital
Acquisition Corp. 1
Registration
Statement on Form S-1
Filed March 30,
2021
File No. 333-254842
Dear Mr. Leff:
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 filed March 30, 2021
Risk Factors
The grant of registration rights to our initial shareholders and holders
of our private placement
warrants, page 56
1. Revise this risk factor
to make clear that the founder shares may become transferable
earlier than one year
following a business combination if the company's shares trade for a
relatively small
premium ($12.00) to your initial public offering price ($10.00) thereby
enhancing the potential
dilution to your public shareholders.
Daniel Leff
Waverley Capital Acquisition Corp. 1
April 23, 2021
Page 2
We may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous
to you, page 57
2. Revise this risk factor to highlight that the trading price of $10.00 is
less than the exercise
price of the warrants ($11.50) and may result in investors having to
exercise the warrants
at a time when they are out-of-the-money or receive nominal consideration
from the
company for them. In addition, revise your description of the warrants
under "Description
of Securities" to explain the purpose of the warrant redemption feature
when your stock is
trading at your IPO price versus your reasons for the redemption feature
when your stock
is trading at $18 per share.
Dilution, page 85
3. Please check the calculation for your increase in pro forma net tangible
book value
attributable to public shareholders both with and without over-allotment.
Please make
revisions as necessary or tell us how you calculated these amounts.
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 Lisa Etheredge, Senior Staff Accountant, at
202-551-3424 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Folake
Ayoola, Senior
Counsel, at 202-551-3673 or Larry Spirgel, Office Chief, at 202-551-3815 with
any other
questions.
Sincerely,
FirstName LastNameDaniel Leff
Division of
Corporation Finance
Comapany NameWaverley Capital Acquisition Corp. 1
Office of
Technology
April 23, 2021 Page 2
cc: Raphael M. Russo
FirstName LastName