United States securities and exchange commission logo
October 24, 2023
Erick Deneb Flores Garcia
Chief Executive Officer
Blue Room Acquisition Corp.
136 Madison Ave, Floors 5&6
NY, NY 10016
Re: Blue Room
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted September
27, 2023
CIK No. 0001995321
Dear Erick Deneb Flores Garcia :
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form S-1
Risk Factors, page 36
1. We note your risk
factor discussion of the U.S. federal excise tax pursuant to the Inflation
Reduction Act. Please
revise your disclosure to include additional risk factors including
the risk of the excise
tax applying to liquidations that are not implemented to fall within
the meaning of
complete liquidation in Section 331 of the Internal Revenue
Code and any
extensions, depending on the timing of the extension relative to when the
SPAC completes a
business combination or liquidates. Please also describe the risk that if
existing SPAC investors
elect to redeem their shares such that their redemptions would
subject the SPAC to the
stock buyback excise tax, the remaining shareholders that did not
elect to redeem may
economically bear the impact of the excise tax.
We may not be able to complete an initial business combination . . .,
page 64
2. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please include this information in your
Erick Deneb Flores Garcia
Blue Room Acquisition Corp.
October 24, 2023
Page 2
risk factor.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if you
have questions regarding the financial statements and related matters. Please
contact Catherine
De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
FirstName LastNameErick Deneb Flores Garcia
Division of
Corporation Finance
Comapany NameBlue Room Acquisition Corp.
Office of Real
Estate & Construction
October 24, 2023 Page 2
cc: Wei Wang, Esq.
FirstName LastName