United States securities and exchange commission logo
July 13, 2022
Qiang Tan
Chief Executive Officer
Plutonian Acquisition Corp.
1441 Broadway 3rd, 5th and 6th Floors
New York, NY 10018
Re: Plutonian
Acquisition Corp.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted July 6,
2022
CIK No. 0001929231
Dear Mr. Tan:
We have reviewed your amended 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. References to prior comments
refer to comments in our
June 13, 2022 letter.
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.
Amendment No.1 to Draft Registration Statement on Form S-1 Submitted
July 6, 2022
Cover Page
1. We note your response
to comment 2. Please provide a description of how cash is
currently transferred
through your organization; for example, with respect to your
organizational
activities.
Qiang Tan
FirstName LastNameQiang
Plutonian Acquisition Corp.Tan
Comapany
July NamePlutonian Acquisition Corp.
13, 2022
July 13,
Page 2 2022 Page 2
FirstName LastName
Enforcement of Civil Liabilities, page 6
2. We note your response to comment 4. In your revised disclosure, please
delete the words
"for example" and identify each director and officer residing outside
the United States and
provide their place of residence. Also provide this disclosure in the
risk factor on page 69
and in the Enforcement of Civil Liabilities section on page 105.
Potential Approvals from the PRC Governmental Authorities for this Offering and
Searching for
a Target Company, page 9
3. We note your response to comment 5. Please also describe the
consequences to you and
your investors if you or your officers and directors: (i) do not
receive or maintain such
permissions or approvals or (ii) inadvertently conclude that such
permissions or approvals
are not required.
Risks Associated with Acquiring and Operating a Target Business with its
Primary Operation in
China, page 28
4. We note your response to comment 7. Please revise your summary risk
factors to include
the heading of the corresponding risk factor.
Principal Stockholders, page 106
5. In the footnotes to the table, please disclose the address of
Plutonian Investments LLC.
See Item 403(a) of Regulation S-K.
General
6. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could
complete an initial business
combination may be limited. Further, disclose that the time necessary
for government
review of the transaction or a decision to prohibit the transaction
could prevent you from
completing an initial business combination and require you to
liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company,
and the warrants,
which would expire worthless.
Qiang Tan
FirstName LastNameQiang
Plutonian Acquisition Corp.Tan
Comapany
July NamePlutonian Acquisition Corp.
13, 2022
July 13,
Page 3 2022 Page 3
FirstName LastName
You may contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Real Estate &
Construction
cc: Sally Yin