United States securities and exchange commission logo
September 3, 2021
Paul Conway
Chief Executive Officer
Counter Press Acquisition Corporation
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Re: Counter Press
Acquisition Corporation
Draft Registration
Statement on Form S-1
Submitted August
10, 2021
CIK No. 0001873964
Dear Mr. Conway:
We have conducted a limited review of your draft registration
statement and have the
following comment. In our comment, 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 comment applies 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 this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted on August 10, 2021
Capitalization, page 74
1. We note that you are
offering 7,500,000 shares of Class A ordinary shares as part of your
initial public offering
of units, but footnote 4 suggests that you will show less than all
7,500,000 shares of
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 issuer, in concluding that all 7,500,000
Paul Conway
Counter Press Acquisition Corporation
September 3, 2021
Page 2
shares of Class A ordinary shares were not required to be presented
outside of permanent
equity and part of shares subject to possible redemption.
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.
We request that you publically file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined 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 Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Gregory Herbers at 202-551-8028 or Brigitte Lippmann at 202-551-3713
with any other
questions.
Sincerely,
FirstName LastNamePaul Conway
Division of
Corporation Finance
Comapany NameCounter Press Acquisition Corporation
Office of Real
Estate & Construction
September 3, 2021 Page 2
cc: William N. Haddad, Esq.
FirstName LastName