United States securities and exchange commission logo
May 4, 2021
Daniel Zwirn
Chief Executive Officer
Arena Fortify Acquisition Corp.
405 Lexington Avenue, 59th Floor
New York, NY 10174
Re: Arena Fortify
Acquisition Corp.
Amendments No. 1
and No. 2 to Registration Statement on Form S-1
Filed on April 19,
2021 and April 27, 2021
File No. 333-254532
Dear Mr. Zwirn:
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.
Amendments No. 1 and No. 2 to Registration Statement filed on April 19,
2021 and April 27,
2021
Exhibit 4.4, page 21
1. We note that Section
9.3 of your warrant agreement provides that "any action, proceeding
or claim against it
[the Company] arising out of or relating in any way to this Agreement
shall be brought and
enforced in the courts of the State of New York or the United States
District Court for the
Southern District of New York, and irrevocably submits to such
jurisdiction. The
Company hereby waives any objection to such jurisdiction and that such
courts represent an
inconvenient forum." The related risk factor in your prospectus states
that "Our warrant
agreement will provide that, subject to applicable law, (i) any action,
proceeding or claim
against us arising out of or relating in any way to the warrant
agreement, including
under the Securities Act, will be brought and enforced in the courts
Daniel Zwirn
Arena Fortify Acquisition Corp.
May 4, 2021
Page 2
of the State of New York or the United States District Court for the
Southern District of
New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim.
We will waive any
objection to such exclusive jurisdiction and that such courts represent
an inconvenient
forum. Notwithstanding the foregoing, these provisions of the warrant
agreement will not
apply to suits brought to enforce any liability or duty created by the
Exchange Act or any
other claim for which the federal district courts of the United States
of America are the
sole and exclusive forum." Please reconcile your disclosures with the
exclusive forum
provision in the warrant agreement. 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 warrant agreement states this clearly.
You may contact Mark Wojciechowski, Staff Accountant, at 202-551-3759
or Jenifer
Gallagher, Staff Accountant, at 202-551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Timothy Collins, Staff
Attorney, at 202-
551-3176 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any
other
questions.
Sincerely,
FirstName LastNameDaniel Zwirn
Division of
Corporation Finance
Comapany NameArena Fortify Acquisition Corp.
Office of Energy &
Transportation
May 4, 2021 Page 2
cc: Julian Seiguer
FirstName LastName