United States securities and exchange commission logo
September 19, 2022
Rohan Ajila
Chief Executive Officer
Global Consumer Acquisition Corp
1926 Rand Ridge Court
Marietta, GA, 30062
Re: Global Consumer
Acquisition Corp
Amendment No. 5 to
Preliminary Proxy on Schedule 14A
Filed August 26,
2022
File No. 001-40468
Dear Mr. Ajila:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Preliminary Proxy on Schedule 14A filed August 26, 2022
Questions and Answers About the Proposals, page 4
1. We note your response
to prior comment one, and reissue in part. Please include mention
that the financing
transactions are non-binding proposals, and that assuming a maximum
redemption scenario,
GACQ would not have the ability to fund the acquisitions.
Highlight this
information in a separate question and answer.
Summary of this Proxy Statement
Parties to the Buisness Combinations
GP Global, page 20
2. Please provide updated
financial disclosures related to GP Global here and in risk factors,
to the extent
applicable.
Rohan Ajila
Global Consumer Acquisition Corp
September 19, 2022
Page 2
The GP Global Stock Purchase Agreement
Anticipated Accounting Treatment , page 28
3. Please revise the disclosures related to the anticipated accounting
treatment for the
acquisition of GP Global, under both the minimum and maximum
redemption scenarios,
to be consistent with the disclosures on page 172.
Proposed Financing Transaction in Connection with the Business Combination,
page 34
4. We note your response to prior 2. As previously requested, please
revise the Proxy
Statement to prominently explain and disclose the following:
The reasons why you have been unable to obtain definitive
financing for the
acquisitions to date;
The reasons why you intend to proceed with shareholder votes
seeking approval for
each acquisition prior to obtaining definitive financing;
Whether the proposed financing transaction represents the full
range of potential
financing sources;
The fact that shareholders will not have an opportunity to change
their votes related
to the acquisitions or to approve any alternative financing
agreements that are entered
into; and
The potential risks and consequences to shareholders of voting to
approve the
acquisitions without knowing how they will they will be financed.
Unaudited Pro Forma Condensed Combined Financial Information, page 90
5. Based on the current disclosures related to the Luminex Seller
promissory note and the
proposed financing transaction, please tell us, and consider the need to
revise your
disclosures to explain, these aspects of the transaction economics:
Due to the fact that the Luminex acquisition is conditioned on the
Company entering
into definitive agreements for debt, equity or structured financing
that will generate at
least $180 Million in cash proceeds, clarify the purpose of the
Luminex Seller
promissory note and explain when and under what circumstances the
note would be
issued. In this regard, if the Company receives $180 million in
cash proceeds from
definitive financing agreements, which your disclosure indicates is
a condition
precedent to closing the Luminex acquisition, it is not clear why
the Luminex Seller
promissory note would be necessary; and
Based on the disclosed terms of the proposed sale leaseback
arrangement, explain
FirstName LastNameRohan
why a lender wouldAjila
agree to provide cash proceeds of $75 million
in exchange for
Comapany fixed
NameGlobal Consumer
assets with Acquisition
an estimated Corpof $53.5 million, as
currently presented in
fair value
the pro forma
September 19, 2022 Page 2 balance sheet.
FirstName LastName
Rohan Ajila
FirstName LastNameRohan Ajila
Global Consumer Acquisition Corp
Comapany 19,
September NameGlobal
2022 Consumer Acquisition Corp
September
Page 3 19, 2022 Page 3
FirstName LastName
6. We note your responses to prior comments 8 and 9 and the revisions to
your filing. You
disclose that the acquisition of Luminex is conditioned on the Company
entering into
definitive agreements for debt, equity or structured financing that
generate at least $180
Million in cash proceeds and that the Luminex Seller has agreed any
purchase price cash
shortfall may be paid with a promissory note from the Company. Please
revise your pro
forma presentation to comply with the requirement in Rule 11-02(a)(10)
of Regulation S-
X to provide additional pro forma presentations which give effect to
the range of possible
results. Those presentations should include, but necessarily be
limited to:
The range of possible terms of the promissory note, including
interest rates;
maturities; call or put provisions; settlement alternatives,
other than cash; acceleration
clauses, including whether objective or subjective; and
indexation, if any;
The range of possible equity issuances and their material terms;
The range of possible debt financings and their material terms;
The range of possible structures financings and their material
terms; and
The certain conditions you reference for the potential sale
leaseback transaction.
7. For each of the items described in the preceding comment, please
revise your pro forma
notes to comply with Rule 11-02(a)(8) which requires that all pro
forma adjustments be
referenced to notes that clearly explain the assumptions involved.
Please also ensure your
pro forma financial statements appropriately reflect the impact of the
related transactions
in all appropriate periods, in this regard we the pro forma statements
of operations for the
six months ended June 30, 2022 do not record any interest expense
related to the Luminex
Seller promissory note.
8. In regard to the new Bonus share proposal, please revise the pro forma
financial
statements to address the following:
Based on your disclosure that the issuance of the bonus shares
will trigger
adjustments to the exercise price of the outstanding GACQ
warrants as well as to the
number of shares issuable upon the exercise of the GACQ warrants,
more fully
explain and quantify the actual impact the issuance of bonus
shares will have on the
GACQ warrants;
Disclose how you intend to account for the issuance of the bonus
shares and provide
to us your supporting accounting analysis;
Disclose if and how the issuance of the bonus shares will impact
your accounting for
the GACQ warrants and provide to us your supporting accounting
analysis; and
To the extent applicable, present the impact of fair value changes
to the GACQ
warrants that would have resulted if the bonus shares had been
issued on 1/1/21 in the
annual and interim pro forma statements of operations.
Rohan Ajila
FirstName LastNameRohan Ajila
Global Consumer Acquisition Corp
Comapany 19,
September NameGlobal
2022 Consumer Acquisition Corp
September
Page 4 19, 2022 Page 4
FirstName LastName
9. We note you have included Proposal #8, in which you are seeking
shareholder approval to
modify the current charter provision that requires net tangible assets
to exceed $5 million
upon the consummation of a Business Combination. Please revise your
pro forma
disclosure to transparently indicate, if true, that the maximum
redemption scenario
presented is premised on proposal #8 passing. Please further revise
your pro form
presentation to depict the results that will occur if proposal #8 does
not pass. Refer to
Rule 11-02(a)(10) of Regulation S-X.
10. We note your response to prior comment 6; however, we continue to note
references in
the filing that indicate GP Global has an equity value of $88 million
and ~8.8 million
shares will be issued to acquire GP Global, for example, see pages
154, 279 and 280 and,
potentially, other disclosures related to Mr. Pai.
11. Refer to note 4(I) on page 109 and note 7(G) on 112 page. We note you
reclassified
certain revolver debt from current to long-term in the pro forma
balance sheets on pages
93-94 and 98-99. Please disclose if you have an agreement from the
lenders to extend the
maturity dates of such debt beyond 12 months of the date of the pro
forma balance sheet.
If not, it is not clear how you determined the reclassifications are
appropriate. Please
clarify or revise.
General
12. We note the "bonus shares" you intend to issue to non-redeeming
shareholders. Please
revise to clarify the source of the "pool" of shares to be issued and
whether non-redeeming
shareholders must vote in favor of the proposals. Please also tell us
how the establishment
of the pool and issuance of shares will be conducted consistent with
Section 5 of the
Securities Act.
13. We note the "adjustments" that will result from the issuance of bonus
shares. Please
describe those adjustments in greater detail. Provide specific
quantified disclosure.
14. We note that the bonus shares are to be distributed immediately prior
to the consummation
of the Business Combination. As such, please revise your disclosure in
your disclosure
regarding the tax consequences to clearly identify and articulate the
tax consequences of
issuing the bonus shares in connection with the Business Combination.
15. Please revise to clarify who can receive bonus shares. For example,
will it include your
affiliates or other insiders who already agreed not to redeem? Also
clarify the timing of
the bonus share issuance and how the record date is determined.
Rohan Ajila
FirstName LastNameRohan Ajila
Global Consumer Acquisition Corp
Comapany 19,
September NameGlobal
2022 Consumer Acquisition Corp
September
Page 5 19, 2022 Page 5
FirstName LastName
16. Where you discuss the bonus shares and establishment of the pool, also
revise to discuss
the financial interests of your affiliates in encouraging shareholders
not to redeem their
shares in connection with the transactions. Ensure your disclosure
regarding the bonus
shares is balanced with, for example, equally prominent disclosure
regarding these
interests, the uncertainty of the financing and inability to complete
a PIPE financing, and
recent results of operations and financial condition of the targets,
such as the recent
financial condition of Luminex.
17. Regarding Proposal 8, where you include disclosure throughout your
document about
maximum redemption scenarios, please ensure that such disclosure
assumes that articles
are amended to lift this cap and consequences if such approval is not
obtained.
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.
You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at
202-551-3709
if you have questions regarding comments on the financial statements and
related
matters. Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at
202-551-3641
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Mitchell Nussbaum