United States securities and exchange commission logo
September 1, 2023
Daniel Webb
Chief Executive Officer/Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re: Worldwide Webb
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 9,
2023
File No. 333-271894
Dear Daniel Webb:
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
11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4, Filed August 9,
2023
Proxy Statement/Prospectus Cover Page, page ii
1. We note your response
to comment 2 that the Class V Shareholder is owned by a business
associate of the Sole
Shareholder and that the Sole Shareholder does not have ownership
in or control over the
Class V Shareholder. We further note that the number of votes
attributed to the Class
V share is impacted by exchanges of AARK ordinary shares held
by the Sole
Shareholder. Please explain and disclose the reason for this interaction, the
purpose and reasoning
for this relationship between the Class V Shareholder and the Sole
Shareholder, and the
purpose and reasoning for this equity structure.
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany 1,
September NameWorldwide
2023 Webb Acquisition Corp.
September
Page 2 1, 2023 Page 2
FirstName LastName
Questions and Answers for Shareholders of WWAC
What will the corporate structure of ATI be following the Business Combination,
page 10
2. You state ATI controls AARK after the amalgamation. Please explain to
us in detail how
ATI controls AARK, particularly in view of that ATI controls 39.89% of
AARK and the
AARK Sole Shareholder owns 60.11% of AARK. Tell us the consideration
exchanged
between the parties in the amalgamation that evidences the combination
and how this
control occurs. In particular, explain to us how ATI's equity in
Amalgamation Sub
converts into AARK ordinary shares and the party or parties that
hold(s) these AARK
shares. Further, explain to us how the respective ATI and Sole
Shareholders ownership
interests in AARK are determined. In connection with the preceding,
explain to us how
the combined company will own these converted AARK ordinary shares as
disclosed at
the top of page 94.
3. Currently you show two diagrams, both post-business combination, with
the distinction
between them being before and after the Sole Shareholder and the
Aeries holders'
exchanges. Please add an additional diagram to show the structure
before the business
combination in order to illustrate the formation of ATI from WWAC.
Similarly to how
you have done so with the current diagrams, please provide explanatory
footnotes to
depict any consideration exchanged or received by each party in the
combination and
depict the ownership interests before and after the business
combination.
Summary of the Proxy Statement/Prospectus
Company Overview, page 30
4. We note your revisions in response to comment 8. Please note the most
directly
comparable GAAP measure to your non-GAAP measures "EBITDA" and
"adjusted
EBITDA is net "net income." Refer to Question 103.02 in our "Non-GAAP
Financial
Measures" Compliance and Disclosure Interpretations. Additionally,
your comparable
GAAP measures should precede mention of your non-GAAP measures.
Further, you state
Aeries has been EBITDA positive since 2013. State the comparative GAAP
measure over
this period of time. Revise disclosures here and elsewhere as
appropriate (e.g., pages 193
and 206).
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany 1,
September NameWorldwide
2023 Webb Acquisition Corp.
September
Page 3 1, 2023 Page 3
FirstName LastName
Related Agreements
Exchange Agreements, page 41
5. It appears the first bullet represents WWAC's call option and the
second bullet represents
the put option of AARK and Aeries shareholders. If true, please
clarify this here and
elsewhere similarly discussed. Otherwise, it is not clear between the
two bullets which
party may elect the Cash Exchange Payment that would need
clarification.
Interests of WWAC's Directors and Executive Officers in the Business
Combination, page 45
6. We note that in this amendment, you have removed the sub-section
titled "Sources and
Uses of Funds for the Business Combination." Please restore this
disclosure, or explain
why it was removed.
Summary Unaudited Pro Forma Condensed Combined Financial Information
Summary Unaudited Pro Forma Condensed Combined Statement of Operations
Information for
the Year Ended March 31, 2023, page 54
7. The amounts presented here appear to reflect the unaudited pro forma
results for the three
months ended March 31, 2023, as presented in the unaudited pro forma
condensed
combined financial information. Please revise as appropriate.
Your unexpired warrants may be redeemed prior to their exercise at a time that
is
disadvantageous to you, thereby significantly..., page 79
8. We note your response to comment 13 and reissue in part. Please
explain the steps, if any,
the company will take to notify all shareholders, including beneficial
owners, regarding
when the warrants become eligible for redemption. If there is no
process in place to notify
all shareholders, please disclose as much.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 148
9. Please explain to us and disclose how the percentage of economic
interests in AARK
for each redemption scenario in the first paragraph hereunder was
determined.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Net income per share, page 163
10. Refer to your response to comment 20. Please explain to us your
consideration of
reflecting the shares associated with the Exchange Agreement in the
denominator of the
basic and/or diluted earnings per share computation as contingently
issuable potential
common shares pursuant to ASC 260-10.
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany 1,
September NameWorldwide
2023 Webb Acquisition Corp.
September
Page 4 1, 2023 Page 4
FirstName LastName
Solutions We Offer, page 196
11. We note your response to comment 24 and reissue in part. Please revise
your new
disclosure to define technical terms and industry jargon after the
first instance that they
are used such as NLP engine, L1, L2 IT Services and
L3/L4 issues.
Innovation Labs, page 198
12. We note additional disclosure in this proxy statement adding details
to the bullets labeled
"Intelligent ESG," "Health AI," Social Behavior AI," and "Cyber
Intelligence." Please
make clear in each of these bullet points, if true, that these are not
yet products or services
Aeries provides, and are instead areas of research or are
aspirational. For example, please
make clear whether Aeries is currently using "Health AI" to diagnose
user diseases as a
service.
Aeries' Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 209
13. Your adjustment for "Other Income (expense), net" is not appropriate
in arriving at
"EBITDA." Refer to Question 103.01 of our "Non-GAAP Financial
Measures"
Compliance and Disclosure Interpretations for guidance. Please revise
your computation
accordingly. Also revise your disclosures wherever this measure is
discussed in your
filing.
Beneficial Ownership of Securities, page 235
14. We note your response to comment 31 and reissue in part. Please also
revise to clarify
which portion of the holdings prior to the Business Combination are
comprised of Class A
or Class B ordinary shares.
Description of ATI Securities
Certain Differences in Corporate Law, page 251
15. We note your response to comment 32. To the extent WWAC and Aeries
have executive
officers in other jurisdictions, such as the UAE or Singapore, please
further revise this
disclosure accordingly.
General
16. We note changes made throughout the proxy statement that have amended
the description
of the post-combination status of AARK from a subsidiary of ATI and
the Sole
Shareholder, to "controlled by ATI." However, your new disclosure also
states that at
Closing, ATI will own 39.89% of AARK. Please clarify how ATI will
"control" AARK if
the ownership stake will be 39.89% from the Closing Date until April
1, 2024, when the
Exchange Agreements would allow the Sole Shareholder to have the right
to exchange
AARK ordinary shares for ATI ordinary shares. In addition, in other
portions of the proxy
Daniel Webb
Worldwide Webb Acquisition Corp.
September 1, 2023
Page 5
statement you state that AARK will be "partially owned" by ATI, rather
than controlled.
Please clarify this discrepancy.
17. We note your response to comment 12. Please also quantify the value of
warrants, based
on recent trading prices, that may be retained by redeeming stockholders
other than
directors and executive officers assuming maximum redemptions and
identify any
material resulting risks.
You may contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-3222
with any other
questions.
Sincerely,
FirstName LastNameDaniel Webb
Division of
Corporation Finance
Comapany NameWorldwide Webb Acquisition Corp.
Office of Trade &
Services
September 1, 2023 Page 5
cc: Lance Hancock
FirstName LastName