United States securities and exchange commission logo
September 20, 2021
Edward Wegel
Chief Executive Officer
Talon 1 Acquisition Corp
2333 Ponce de Leon Blvd.
Suite 630
Coral Gables, FL 33134
Re: Talon 1 Acquisition
Corp
Draft Registration
Statement on Form S-1
Response Dated
August 24, 2021
CIK No. 0001860482
Dear Mr. Wegel:
We have reviewed your draft response letter 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 Registrant Statement on Form S-1
Capitalization , page 83
1. We have considered your
response to our prior comment 1. We are unable to agree with
your view that the $5
million net tangible limitation provided in your amended and
restated memorandum and
articles of association qualifies a portion of your redeemable
Class A shares for
permanent equity classification in accordance with ASC 480-10-S99-
3A for the following
reasons:
Each redeemable
Class A share is redeemable outside the control of the Company.
Such shares will
become redeemable either as a result of a business combination or
by passage of
time.
Edward Wegel
Talon 1 Acquisition Corp
September 20, 2021
Page 2
The intention is that in all cases the redeemable Class A
shareholders will have their
investment reimbursed, unless they choose otherwise, whether as a
result of a
business combination or as the result of the failure to achieve a
business combination.
The unit of accounting is the individual share as each share has the
right to be
redeemed at the holders' option upon a business combination. While
the Company's
articles of association stipulates that redemptions will be limited
to $5 million in net
tangible assets, the company does not control whether or not that
threshold is ever
reached in terms of the capital available from the redeemable Class A
shareholders,
nor does the company control which specific shareholders choose to
redeem or not
redeem.
Please revise your Capitalization table to classify all redeemable Class
A shares as
temporary equity.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameEdward Wegel
Division of
Corporation Finance
Comapany NameTalon 1 Acquisition Corp
Office of Real
Estate & Construction
September 20, 2021 Page 2
cc: Christopher J. Bellini, Esq.
FirstName LastName