United States securities and exchange commission logo
July 17, 2023
Nick Kahn
Chief Executive Officer
New Whale Inc.
1241 East Main Street
Stamford, Connecticut 06902
Re: New Whale Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 23, 2023
File No. 333-271893
Dear Nick Kahn:
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.
Unless we note
otherwise, our references to prior comments are to comments in our June
8, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers about the Transactions
Q: What equity stake will WWE stockholders hold in New PubCo and
HoldCo?, page 3
1. We note your amended
disclosure in response to comment 2. Please expand your
disclosure to clearly
state the equity stake and voting power which former public
stockholders of WWE
will own following the closing of the transactions. In this regard,
we note the phrase
"other WWE stockholders" includes the ownership of former insiders
of WWE. Please include
enough information so that public stockholders of WWE can
fully understand how
the transactions will impact their equity stake and voting power in
the New PubCo, not
including former insiders of WWE. In this regard, we note that
Linda McMahon and
Stephanie McMahon hold notable equity stakes in WWE.
Nick Kahn
New Whale Inc.
July 17, 2023
Page 2
Risk Factors
UFC has a substantial amount of indebtedness, which could adversely affect its
business..., page
53
2. We note your amended disclosure in response to comment 5 and reissue. We
note that
UFC is carrying a significant amount of debt with variable interest
rates. Please expand
your discussion of interest rates to specifically identify the impact of
rate increases on
UFC's operations and how UFC's business has been affected. We note the
disclosure of
the amount and percent of net increase in UFC's interest expense. Please
provide more
detailed disclosure discussing the impact of that increase on UFC's
operations and
business.
Unaudited Pro Forma Condensed Combined Financial Information
4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
221
3. Refer to adjustment 4(a). Please reconcile the amounts provided in this
note to the net
cash adjustment of $8,512.
Material United States Federal Income Tax Consequences, page 240
4. We note your amended disclosure in response to comment 19 and reissue in
part. In this
regard, we note the statement "THIS SUMMARY OF CERTAIN U.S. FEDERAL
INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND
IS NOT TAX ADVICE." Public investors are entitled to rely on the
included tax
opinion. Please revise the section throughout to remove any
inappropriate disclaimers or
limitations on reliance. Refer to Section III.D.1 of Staff Legal
Bulletin No. 19 which
includes examples of inappropriate disclaimers including those
underlined above.
You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
FirstName LastNameNick Kahn
Division of
Corporation Finance
Comapany NameNew Whale Inc.
Office of Trade &
Services
July 17, 2023 Page 2
cc: Kyle Seifried
FirstName LastName