United States securities and exchange commission logo
January 25, 2022
Mattia Tomba
Co-Chief Executive Officer
VAM Acquisition Corp.
1 Via San Raffaele
20121 Milano MI
Italy
Re: VAM Acquisition
Corp.
Draft Registration
Statement on Form S-1
Submitted December
29, 2021
CIK No. 0001901336
Dear Mr. Tomba:
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 submitted December 29, 2021
Prospectus Cover Page, page i
1. We note the disclosure
that you may seek shareholder approval to amend the amended and
restated memorandum and
articles of incorporation to extend the time period available to
complete an initial
business combination. You then state that "public shareholders will be
offered the opportunity
to vote on or redeem their shares in connection with any such
extension." Please
explain why shareholders will not be offered the opportunity to vote
on and redeem their
shares in connection with such extension.
Mattia Tomba
FirstName LastNameMattia Tomba
VAM Acquisition Corp.
Comapany
January 25,NameVAM
2022 Acquisition Corp.
January
Page 2 25, 2022 Page 2
FirstName LastName
2. We note the disclosure on page 120 that holders of class B ordinary
shares are the only
shareholders entitled to vote for the appointment or removal of
directors. Please revise the
cover page to clearly disclose these disparate voting rights. Please
also reconcile the
disclosure on page 120 with the disclosure on page 18, which states
that class A and class
B ordinary shares vote together as a class, except as required by law.
Principal Shareholders, page 112
3. Please disclose the control person(s) for your sponsor, DeepTech
Capital LLC. In
addition, we note that you have attributed portions of the shares held
by your sponsor to
the various officers and directors. Please revise to include the
beneficial ownership of the
entire amount held by your sponsor to the person(s) who controls your
sponsor. See
Instruction 2 to Item 403 and Rule 13d-3.
General
4. We note your disclosure on pages 42 and 100 regarding competition.
Please expand your
disclosure to address competition from other SPACs.
5. We note your disclosure on pages 67 and 81 regarding the potential
need to raise
additional funds. Please expand your disclosure to describe the impact
of additional
financing on public shareholders.
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Alejandro A. Gordano, Esq.