United States securities and exchange commission logo
February 3, 2023
Dajiang Guo
Chief Executive Officer
TMT Acquisition Corp
420 Lexington Avenue
Suite 2446
New York, NY 10170
Re: TMT Acquisition
Corp
Amendment No. 11 to
Registration Statement on Form S-1
Filed January 17,
2023
File No. 333-259879
Dear Dajiang Guo:
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.
Form S-1/A
Cover Page
1. Please clarify in the
last sentence of the first paragraph and elsewhere in the filing, as
applicable, that you
may consummate a business combination with an entity located in
China.
2. Please revise your
disclosure in the the 11th paragraph and elsewhere in the filing, as
applicable, to clarify
that the location of your sponsor and executive officers and directors
may make you a less
attractive partner to a non-China- or non-Hong Kong-based target
company, which may
therefore make it more likely for you to consummate a business
combination in the PRC.
Dajiang Guo
TMT Acquisition Corp
February 3, 2023
Page 2
3. Please delete the language in the 12th paragraph that mitigates the risks
associated with
being based in or acquiring a company that does business in China.
4. In the 17th paragraph, please provide a description of how cash is
currently transferred
through your organization.
Summary, page 1
5. Provide a clear description of how cash will be transferred through the
post-combination
organization if you acquire a company based in China. Please also address
in the
Prospectus Summary and Risk Factors any impact PRC law or regulation may
have on the
cash flows associated with the business combination, including
shareholder redemption
rights.
6. In your summary of risk factors, 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.
Risk Factors, page 26
7. We note your disclosure on pages 7, 57 and 84 that: ". . .based on our
understanding of the
current PRC laws and regulations in effect at the time of this
prospectus, no prior
permission is required under the M&A Rules or the Opinions from any PRC
governmental
authorities (including the CSRC) for consummating this offering by our
company." Please disclose how the company reached this determination.
8. Please address any impact PRC law or regulation may have on the cash
flows associated
with the business combination, including shareholder redemption rights.
You may contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at
202-551-
3713 with any questions.
Sincerely,
FirstName LastNameDajiang Guo
Division of
Corporation Finance
Comapany NameTMT Acquisition Corp
Office of Real
Estate & Construction
February 3, 2023 Page 2
cc: Liang Shih, Esq.
FirstName LastName