United States securities and exchange commission logo
September 21, 2022
Stanley Wang
Chief Financial Officer
Malacca Straits Acquisition Co Ltd
Unit 601-2 St George's Bldg
2 Ice House Street
Central, Hong Kong
Re: Malacca Straits
Acquisition Co Ltd
Form 10-K for the
year ended December 31, 2021
Filed on March 31,
2022
Form 10-Q for the
period ended June 30, 2022
Filed on August 18,
2022
File No. 001-39383
Dear Mr. Wang:
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 to these comments, we may have additional comments.
Form 10-Q for period ended June 30, 2022
Part II.
Item 1A. Risk Factors
We may not be able to complete an initial Business Combination with a
U.S. target company...,
page 28
1. Please expand this risk
factor in future filings to reflect the facts that are relevant to the
risk discussed so
shareholders have the necessary context to assess the risk. For instance,
we note it appears that
your sponsor, an indirect member of your sponsor, and the
individual identified
to have voting and investment control over the shares held by the
sponsor, are based in
Hong Kong.
Stanley Wang
FirstName LastNameStanley
Malacca Straits Acquisition CoWang
Ltd
Comapany 21,
September NameMalacca
2022 Straits Acquisition Co Ltd
September
Page 2 21, 2022 Page 2
FirstName LastName
Form 10-K for the year ended December 31, 2021
Item 1. Business, page 1
2. We note that your principal executive offices are located in Hong Kong
and that the
sponsor, an indirect member of the sponsor, and Mr. Ng, the individual
with voting and
investment control over the shares held by the sponsor, appear to be
based in Hong Kong.
Further, it appears a majority of your executive officers and/or
directors are located in or
have significant ties to Hong Kong. Please disclose this prominently
in the introduction to
the business section. Your disclosure also should describe the legal
and operational risks
associated with being based in China or Hong Kong. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to
data security or anti-monopoly concerns, has or may impact the company
s ability to
conduct its business, accept foreign investments, or list on an U.S.
or other foreign
exchange. Please disclose whether your auditor is subject to the
determinations announced
by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign
Companies Accountable Act and related regulations will affect your
company. Provide a
cross-reference to your detailed discussion of risks facing the
company and the offering.
3. Please disclose the risks that being based in China or Hong Kong poses
to investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
references to the more detailed discussion of these risks. For
example, specifically discuss
risks arising from the legal system in China or Hong Kong, including
risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China or
Hong Kong can change quickly with little advance notice; and the risk
that the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of
your common stock. Acknowledge any risks that any actions by the
Chinese government
to exert more oversight and control over offerings that are conducted
overseas and/or
foreign investment in China-based issuers could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
4. Please revise to disclose in the introduction to your Business section
that the location of
the company, sponsor and executives may make you a less attractive
partner to a non-
China-based target company, which may therefore limit the pool of
acquisition candidates.
5. Disclose each permission that you are required to obtain from Chinese
authorities to
operate and issue securities to foreign investors. State affirmatively
whether you have
received all requisite permissions and whether any permissions have
been denied. State
whether you may be covered by permissions requirements from the China
Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency that is required to approve your operations.
Also describe the
consequences to you and your investors if you: (i) do not receive or
maintain such
Stanley Wang
FirstName LastNameStanley
Malacca Straits Acquisition CoWang
Ltd
Comapany 21,
September NameMalacca
2022 Straits Acquisition Co Ltd
September
Page 3 21, 2022 Page 3
FirstName LastName
permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
required to obtain such permissions or approvals in the future.
6. Provide a clear description of how cash is transferred through your
organization. State
whether any transfers, dividends, or distributions have been made to
date and quantify the
amounts where applicable.
7. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities.
Item 1A. Risk Factors, page 19
8. Please add Risk Factor disclosure regarding the Holding Foreign
Companies Accountable
Act. In addition, please disclose that the United States Senate has
passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
number of noninspection years from three years to two years, and
thus, would reduce
the time before your securities may be prohibited from trading or
delisted. Update your
disclosure to reflect that the Commission adopted rules to implement
the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
of its determination that it is unable to inspect or investigate
completely accounting firms
headquartered in mainland China or Hong Kong.
9. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
10. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight could
impact the process of
searching for a target and completing an initial business combination,
and to what extent
you believe that you are compliant with the regulations or policies
that have been issued
by the CAC to date.
11. Please revise to include disclosure addressing any PRC regulations
concerning mergers
and acquisitions by foreign investors that your initial business
combination transaction
may be subject to, including PRC regulatory reviews, which may impact
your ability to
complete a business combination in the prescribed time period. Also
address any impact
Stanley Wang
Malacca Straits Acquisition Co Ltd
September 21, 2022
Page 4
PRC law or regulation may have on the cash flows associated with the
business
combination, including shareholder redemption rights.
General
12. Please include a separate section on enforcement of liabilities
addressing the enforcement
risks related to civil liabilities due to you, your sponsor and your
officers and directors
being located in China or Hong Kong. For example, revise to discuss
more specifically the
limitations on investors being able to effect service of process and
enforce civil liabilities
in China or Hong Kong, lack of reciprocity and treaties, and cost and
time constraints.
Also, please disclose these risks in the business section, which
should contain disclosures
consistent with the separate section. Additionally, please identify
each officer and director
located in China or Hong Kong and disclose that it will be more
difficult to enforce
liabilities and enforce judgments on those individuals.
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 Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar at 202-551-3856 if you have questions regarding comments on the
financial statements
and related matters. Please contact Mary Beth Breslin at 202-551-3625 with any
other questions.
FirstName LastNameStanley Wang Sincerely,
Comapany NameMalacca Straits Acquisition Co Ltd
Division of
Corporation Finance
September 21, 2022 Page 4 Office of Real
Estate & Construction
FirstName LastName