United States securities and exchange commission logo
January 4, 2022
Ian Friedman
Chief Executive Officer
Highland Transcend Partners I Corp.
777 Arthur Godfrey Road, Unit 202
Miami Beach, FL 34140
Re: Highland Transcend
Partners I Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 9,
2021
File No. 333-260452
Dear Mr. Friedman:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 22, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed December 9,
2021
Risk Factors
"We may redeem unexpired warrants prior to their exercise ... ", page 94
1. We note your amended
disclosure in response to comment 8 on page 94, which states that
the closing price of
your Class A ordinary shares equals or exceeds the $18.00 per share
threshold. However, we
note that your Class A ordinary shares are currently trading
below $18.00. Please
revise your disclosure to reflect the current trading price of your
Class A ordinary shares
or explain the basis for your disclosure.
Background of the Business Combination, page 129
2. We note your amended
disclosure in response to comment 16. With respect to the revised
Ian Friedman
FirstName LastNameIan Friedman
Highland Transcend Partners I Corp.
Comapany
January NameHighland Transcend Partners I Corp.
4, 2022
January
Page 2 4, 2022 Page 2
FirstName LastName
draft of the merger agreement circulated on August 17, 2021, please
provide additional
details or discussions surrounding the Board's determination to
maintain the provision
regarding the Board's inability to change its recommendation, but
remove limitations on
the Board's right to change its recommendation in the event its
fiduciary duties require it
do so.
3. We note your amended disclosure in response to comment 18, including
that "[i]n
connection with the meeting, an introductory presentation,
organizational materials,
working group lists and related materials were prepared and circulated
by J.P. Morgan s
M&A Advisory Group to participants prior to the introductory kick-off
call." With
respect to the introductory presentation and any materials that are
materially related to the
transaction, please provide the disclosure required by Item 1015(b) of
Regulation M-A or
tell us why you are not required to do so.
4. We note your amended response to comment 22. Please provide additional
detail
regarding the comparable precedent transactions, specifically
regarding the data that was
relied upon to determine the earnout shares and milestones.
Additionally, please revise
the description of the comparable companies analysis provided on page
138 to include the
names of the companies, the categories that they represented (vertical
SaaS, online
marketplace, and ecommerce enablement platform companies) and each of
their
respective metrics.
5. We note your response to comment 23, however, you have not explained
the role of
Goldman Sachs. Please revise.
6. We note your response to comment 24 and reissue it in part. Your
disclosure on page
215 states that you have five members of the board of directors but
the table and
description that precedes that disclosure seems to indicate that you
have
six members; please revise to clarify.
7. We note your response to comment 26 and we reissue it in part. Please
revise to disclose
how you initially determined the valuation of the consideration to be
paid in connection
with the transaction.
U.S. Federal Income Tax Considerations, page 158
8. Please revise this section to include the federal income tax
consequences of the merger.
In this regard, we note that Section 10.03 of the Agreement and Plan
of Merger, filed as
exhibit 2.1, provides that the First Blocker Merger and the First HTP
Merger will be
treated as a single integrated transaction that is treated as a
reorganization within the
meaning of Section 368(a) of the Tax Code and the Second Blocker
Merger and the
Second HTP Merger will be treated as a single integrated transaction
that is treated as a
reorganization within the meaning of Section 368(a) of the Tax Code.
Please include a
tax opinion from counsel that addresses the tax consequences of the
merger or tell us why
you are not required to do so. Please refer to Item 4(a)(6) of Form
S-4, Section III.A of
Staff Legal Bulletin 19, and Item 601(b)(8) of Regulation S-K.
Ian Friedman
FirstName LastNameIan Friedman
Highland Transcend Partners I Corp.
Comapany
January NameHighland Transcend Partners I Corp.
4, 2022
January
Page 3 4, 2022 Page 3
FirstName LastName
Conflicts of Interest, page 220
9. We note your response to comment 42 and your statement on page 220 and
in Section 50
of your Amended and Restated Memorandum and Articles of Association
that "we
renounce any interest or expectancy in, or in being offered an
opportunity to participate in,
any potential transaction or matter which may be a corporate
opportunity for any director
or officer on the one hand, and us, on the other." Please address this
potential conflict of
interest and whether it impacted your search for an acquisition
target.
Business of Packable
Overview, page 226
10. We note your amended disclosure in response to comment 44. Please
describe how you
verify your customer reviews as actual purchasers and whether the
total number of
reviews across marketplaces includes any duplicate or reposted
reviews. Please also tell
us the number of consumer transactions to-date of your customers.
Description of Securities
Certain Anti-Takeover Provisions of Delaware Law, the Proposed Charter and
Proposed Bylaws,
page 295
11. We note your amended disclosure in response to comment 61. Please
revise your
description of the exclusive forum provision for New Packable to
include the treatment of
any claims brought under the Securities Act and the Exchange Act.
Highland Transcend Partners I Corp.
Financial Statements (As Restated) for the Period from October 12, 2020
(Inception) Through
December 31, 2020
Notes to the Financial Statements
Net Loss Per Ordinary Share, page F-70
12. Please explain why your footnote disclosure is not consistent with
your presentation of
earning per share on the face of the income statement. Please also
address why your
presentation of historical earnings per share for the year ended
December 31,
2020 on page 58 and on the pro forma income statement on page 201 are
not consistent.
Financial Statements for the Three and Nine Months Ended September 30, 2021
Notes to Condensed Financial Statements
Note 2. Restatement of Previously Issued Financial Statements, page F-84
13. In connection with your restatement to classify all Public Shares in
temporary equity and
to revise income (loss) per ordinary share calculations to allocate
net income (loss) evenly
to Class A and Class B ordinary shares please explain in detail the
adjustments to
weighted average shares outstanding (Class A and B) and why in some
cases it appears
loss per share turned to income per share. Please refer to the table
on page F-85.
Ian Friedman
Highland Transcend Partners I Corp.
January 4, 2022
Page 4
You may contact Scott Stringer at (202) 551-3272 or Adam Phippen at
(202) 551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.
Sincerely,
FirstName LastNameIan Friedman
Division of
Corporation Finance
Comapany NameHighland Transcend Partners I Corp.
Office of Trade &
Services
January 4, 2022 Page 4
cc: Derek Dostal
FirstName LastName