United States securities and exchange commission logo
November 7, 2023
Albert Wong
Chairman and Chief Executive Officer
JVSPAC Acquisition Corp.
G/F Hang Tak Building
1 Electric Street
Wan Chai, Hong Kong
Re: JVSPAC Acquisition
Corp.
Registration
Statement on Form S-1
Filed October 26,
2023
File No. 333-275176
Dear Albert Wong:
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.
Form S-1 filed October 26, 2023
Cover Page
1. We reissue prior
comment 1. We continue to note the disclosure on the cover page that if
you "enter into a
business combination with a target business operating in China, the
combined company may
face risks associated with regulatory approvals of the proposed
business combination
between us and the target, offshore offerings, anti-monopoly
regulatory actions, and
cybersecurity and data privacy." Please revise this disclosure and
similar disclosure
throughout the prospectus to disclose that you currently face such risks,
even without a business
combination with a company operating in China, based upon the
location of the company
in the PRC. Your disclosure should make clear whether these
risks could result in a
material change in your operations, including your search for a
target business.
Albert Wong
FirstName LastNameAlbert
JVSPAC Acquisition Corp. Wong
Comapany 7,
November NameJVSPAC
2023 Acquisition Corp.
November
Page 2 7, 2023 Page 2
FirstName LastName
Summary, page 2
2. We partially reissue prior comment 4. Please disclose each permission
or approval that
you are required to obtain from Chinese authorities to operate your
business. State
whether you are covered by permissions requirements from the China
Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency and state affirmatively whether you have
received all requisite
permissions or approvals and whether any permissions or approvals have
been denied.
Please also describe the consequences to you and your investors if
you: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude
that
such permissions or approvals are not required, or (iii) applicable
laws, regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
If our initial business combination involves a company organized under the laws
of a state of the
United States ...., page 52
3. We note the revisions made in response to prior comment 6. Please
revise to clearly
disclose 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.
Enforceability of Civil Liabilities, page 89
4. We partially reissue prior comment 7. Please also discuss the cost and
time constraints of
potential actions brought in Hong Kong or Mainland China.
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.
Albert Wong
JVSPAC Acquisition Corp.
November 7, 2023
Page 3
Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at
202-551-3429 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
FirstName LastNameAlbert Wong
Division of
Corporation Finance
Comapany NameJVSPAC Acquisition Corp.
Office of Real Estate
& Construction
November 7, 2023 Page 3
cc: Giovanni Caruso, Esq.
FirstName LastName