United States securities and exchange commission logo
October 12, 2023
Yung-Peng Chang
Co-Chief Executive Officer
Semilux International Ltd.
4F., No. 32, Keya Rd., Daya Dist.
Central Taiwan Science Park
Taichung City 42881, Taiwan
Re: Semilux
International Ltd.
Draft Registration
Statement on Form F-4
Submitted September
15, 2023
CIK No. 0001990950
Dear Yung-Peng Chang:
We have reviewed your
draft registration statement and have the following comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Draft Registration Statement on Form F-4 filed September 15, 2023
Q: Can the holders of Founder Shares redeem their Founder Shares...,
page 22
1. We note that certain
shareholders agreed to waive their redemption rights. Please describe
any consideration
provided in exchange for this agreement.
Chenghe's Sponsor, directors or officers, TCO or their respective
affiliates may elect to purchase
shares or SPAC Public Warrants..., page 70
2. We note your disclosure
that "Chenghe s Sponsor, directors or officers, TCO or their
respective affiliates
may purchase SPAC Class A Ordinary Shares or SPAC Public
Warrants in privately
negotiated transactions or in the open market..." Please provide your
analysis on how such
potential purchases would comply with Rule 14e-5.
3. We note your disclosure
here that "Any SPAC Public Shares held by or subsequently
Yung-Peng Chang
FirstName LastNameYung-Peng Chang
Semilux International Ltd.
Comapany
October 12,NameSemilux
2023 International Ltd.
October
Page 2 12, 2023 Page 2
FirstName LastName
purchased by Chenghe s Sponsor, directors or officers, TCO or their
respective affiliates
will not be voted in favor of the Business Combination Proposal and
other proposals."
Please reconcile this disclosure with your disclosure elsewhere in
your registration
statement that your Sponsor, officers and directors have agreed to
"vote any founder
shares held by them and any public shares purchased during or after
our initial public
offering (including in open market and privately-negotiated
transactions) in favor of
[y]our initial business combination."
Background of the Business Combination, page 96
4. Please revise to disclose the date when the Chenghe Board was
presented with and review
the financial projections prepared by TCO.
Summary of Financial and Valuation Analyses of TCO, page 105
5. We note your disclosure that the financial projections are based on
numerous assumptions.
Please expand to disclose whether the projections are in line with
historic operating
trends. Address why the change in trends is appropriate or assumptions
are reasonable. In
this regard, we note that the financial projections forecast revenue
growth of up to 5,000%
compared to your revenues for 2022. Clearly describe the basis for
projecting this growth
and the factors or contingencies that would affect such growth
ultimately materializing.
6. We note your disclosures that "The financial projections presented in
this proxy statement
constitute the entirety of the financial forecasts presented to the
Chenghe Board," and that
"Chenghe s management and CCM considered and used the projected cash
flows..."
Please ensure that you have disclosed all of the projected financial
information prepared
by TCO.
Structure of the Business Combination, page 117
7. Please describe, here, and on your cover page, the effects and purpose
of the Phase II
Restructuring Agreements.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 134
8. We note that it is intended that the Merger will qualify as a
"reorganization" within the
meaning of Section 368(a) of the Code, respectively. Please file a tax
opinion pursuant to
Item 601(b)(8) regarding this material tax consequence.
Unaudited Pro Forma Condensed Consolidated Financial Information
Basis of Pro Forma Presentation, page 151
9. You disclose that the historical financial information has been
adjusted to give pro forma
effect to events that are related and/or directly attributable to the
Transactions, are
factually supportable and are expected to have a continuing impact on
the results of the
combined company. Please revise the disclosures and, if applicable,
the related pro forma
adjustments to comply with the updated guidance in Article 11-02(a)(6)
of Regulation S-
Yung-Peng Chang
Semilux International Ltd.
October 12, 2023
Page 3
X and Section II.D of SEC Release No. 33-10786.
Unaudited Pro Forma Combined Balance Sheet as of June 30, 2023, page 153
10. It appears to us that the adjustment to eliminate Class A ordinary
shares subject to
possible redemption of $122,727,000 should be labeled as Adjustment
(4). Please revise.
11. Under scenario 1, please revise Adjustment (4) to additional paid-in
capital to disclose the
gross amounts of the components that sum to the adjustment of
$89,954,000.
Unaudited Pro Forma Combined Balance Sheet Adjustments, page 154
12. We refer to Adjustment (3) and remind you that estimated transaction
costs to be incurred
by the SPAC, related to the business combination, should be offset to
accumulated deficit,
as well as reflected as an expense in the pro forma statement of
operations. Please revise
your pro forma financial statements as applicable.
13. Please address the following comments related to Adjustment (4):
Please revise your footnote to disclose the assumed share price
for each of the
redemption scenarios.
Please ensure that amounts disclosed in your footnote agree
and/or sum to the
adjustments to cash and additional paid-in capital. Additionally,
given your
presentation of Adjustment (4) in scenarios 1 and 2 appear to
show cumulative
adjustments, please revise your adjustments to cash and
additional paid-in capital,
under scenario 3, to show, rather, an incremental adjustment of
approximately
$33,346,000, reflecting the additional 3,126,108 shares assumed
to be redeemed. It
appears to us that these revisions would not change the last
column of your pro forma
balance sheet.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended
December 31,
2023, page 156
14. Please revise the year of your pro forma statement of operations to
say 2022.
15. Please reconcile Chenghe s historical weighted average shares
outstanding of redeemable
ordinary shares, and its historical basic and diluted net income per
ordinary share, with its
statements of operations on page F-4.
16. Adjustment (1) reclassifies interest earned on investments held in the
trust account to
FirstName LastNameYung-Peng Chang
interest income. It appears to us that historical interest earned on
investments held in the
Comapany
trustNameSemilux
account shouldInternational Ltd.
be eliminated. This comment also applies to the
pro forma statement
of operations for
October 12, 2023 Page 3 the six months ended June 30, 2023.
FirstName LastName
Yung-Peng Chang
FirstName LastNameYung-Peng Chang
Semilux International Ltd.
Comapany
October 12,NameSemilux
2023 International Ltd.
October
Page 4 12, 2023 Page 4
FirstName LastName
COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations, page 199
17. Revise your table to ensure each column presents the correct heading.
For example, we
note the overall heading reads "Comparison of Six Months Ended..."
while the columns
read "For the year ended..." Please revise.
TCO Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021,
page 202
18. Please reconcile the last two line items of your table with the
consolidated statements of
operations and comprehensive (loss)/income on page F-41.
Exhibits
19. Please refile your exhibits in the proper text-searchable format.
Please refer to Section
5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of
Regulation S-T.
20. We note your disclosure that "Central to the Company s success is
its relationship with
TSMC." Please tell us what consideration you gave to Item 601(b)(10)
of Regulation S-K.
General
21. Please disclose, wherever applicable, the Sponsor and its affiliates'
total potential
ownership interest in the combined company, assuming the exercise and
conversion of all
securities, including the Private Placement Warrants.
22. Your charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest wherever applicable and disclose whether it
impacted your search for
an acquisition target.
23. Please update your disclosure, wherever applicable throughout your
proxy
statement/prospectus, that your Public Warrants have been delisted
from NASDAQ and
the risks and impacts this has on holders of your Public Warrants,
including the
obligations of the post-combination company.
24. Please provide pre- and post-merger organizational charts detailing
your corporate
structure and ownership prior to and after the merger.
25. We note the conditions to the proposed business combination between
Chenghe and
Semilux include provisions related to no material adverse effect
having occurred. We also
note that, as of September 21, Chenghe's Public Warrants have been
delisted from the
NASDAQ. Please disclose if and how this delisting was evaluated in
terms of a material
adverse effect having occurred and, if such delisting constitutes a
material adverse effect,
whether the SPAC will waive or has waived such a condition to closing
in writing.
Yung-Peng Chang
FirstName LastNameYung-Peng Chang
Semilux International Ltd.
Comapany
October 12,NameSemilux
2023 International Ltd.
October
Page 5 12, 2023 Page 5
FirstName LastName
26. Please revise to clarify how you calculated your maximum redemption
scenario. In this
regard, we note that, under the maximum redemption scenario, holders
of 7,344,949 of
your Class A Ordinary Shares may elect to redeem out 8,437,681 shares
outstanding, and
that, as of July 26, $90,299,208.49 remained in your Trust Account.
Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing