United States securities and exchange commission logo
July 26, 2021
Riccardo Orcel
Chief Executive Officer
Emerging Markets Horizon Corp.
30 Ekaterinis Kornarou Street, 3rd floor
Stovolos 2024
Nicosia, Cyprus
Re: Emerging Markets
Horizon Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted on June
28, 2021
CIK No. 0001865533
Dear Mr. Orcel:
We have conducted a limited review of your draft registration
statement. 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
filed registration statement, we may have additional comments.
Form DRS/A filed June 28, 2021
Capitalization, page 83
1. We note that you are
offering 25,000,000 Class A ordinary shares as part of your initial
public offering of
units, but only show 21,951,835 Class A ordinary shares subject to
possible redemption in
your Capitalization table. Please tell us how you considered the
guidance in ASC
480-10-S99-3A, which requires securities that are redeemable for cash
or other assets to be
classified outside of permanent equity if they are redeemable (1) at a
fixed or determinable
price on a fixed or determinable date, (2) at the option of the holder,
or (3) upon the
occurrence of an event that is not solely within the control of the holder, in
concluding that all
25,000,000 Class A ordinary shares were not required to be presented
outside of permanent
equity and part of shares subject to possible redemption.
Riccardo Orcel
Emerging Markets Horizon Corp.
July 26, 2021
Page 2
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2. Please advise your independent auditors to indicate the date of their
audit report as
required by Rule 2-02 (a) (1) of Regulation S-X.
We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term isdefined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.
You may contact Jorge Bonilla at 202-551-3414 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Appleby at 202-551-2374 or James Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameRiccardo Orcel Sincerely,
Comapany NameEmerging Markets Horizon Corp.
Division of
Corporation Finance
July 26, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName