United States securities and exchange commission logo
May 13, 2021
Patricia Trompeter
Chief Executive Officer
Parsec Capital Acquisitions Corp.
320 W. Main Street
Lewisville, TX 75057
Re: Parsec Capital
Acquisitions Corp.
Draft Registration
Statement on Form S-1
Submitted April 20,
2021
CIK No. 0001855751
Dear Ms. Trompeter:
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 filed April 20, 2021
Summary
Sourcing of Potential Initial Business Combination Targets, page 6
1. Please clarify here
that the low price the founders paid for the founder shares creates an
incentive whereby your
officers and directors could potentially make a substantial profit
even if you select an
acquisition target that subsequently declines in value and is
unprofitable for public
investors. As a separate matter add a risk factor addressing this
risk. Make
corresponding changes to the main section on page 65.
The Offering, page 12
2. Revise to include a
Conflicts of Interest section summarizing the various conflicts of
Patricia Trompeter
Parsec Capital Acquisitions Corp.
May 13, 2021
Page 2
interest between the Company and its public shareholders, on the one
hand, and the
sponsor, officers or directors or affiliates thereof, on the other
hand. This would include,
without limitation, the conflicts inherent in the founder shares and
warrants being
worthless if the SPAC does not complete a business combination
transaction. Make
corresponding changes to the main section on page 93.
Description of Securities
Redeemable Warrants, page 107
3. Please revise to include a new specifically-captioned subsection
disclosing the exclusive
forum provision that will apply to the offered securities. We note
disclosure in your Risk
Factors section that the exclusive forum provision in your warrant
agreement applies to
actions arising under the Securities Act. Please revise that risk
factor and this section to
state that there is uncertainty as to whether a court would enforce
such provision. Please
also state that investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder. 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.
You may contact Rolf Sundwall at 202-551-3105 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Eric Envall at 202-551-3234 with
any other
questions.
FirstName LastNamePatricia Trompeter Sincerely,
Comapany NameParsec Capital Acquisitions Corp.
Division of
Corporation Finance
May 13, 2021 Page 2 Office of
Finance
FirstName LastName