26th Floor, Gloucester Tower The Landmark 15 Queens Road Central Hong Kong |
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Telephone: +852 3761 3300 Facsimile: +852 3761 3301
www.kirkland.com |
Ben James
+852 3761 3412 ben.james@kirkland.com |
VIA EDGAR
February 8, 2021
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attn: Loan Lauren Nguyen / Timothy S. Levenberg
Re: | Catcha Investment Corp |
Registration Statement on Form S-1 |
Filed January 25, 2021 |
File No. 333-252389 |
Dear Ms. Nguyen and Mr. Levenberg:
On behalf of Catcha Investment Corp (the Company), we hereby transmit the Companys response to the comment letter received from the staff (the Staff) of the U.S. Securities and Exchange Commission (the Commission), dated February 4, 2021, regarding the Companys Registration Statement on Form S-1 (the Registration Statement) filed on January 25, 2021
For the Staffs convenience, we have repeated below the Staffs comments in bold, and have followed each comment with the Companys response. Disclosure changes made in response to the Staffs comments have been made in the Amendment No. 1 to its Registration Statement on Form S-1 (the Revised Registration Statement), which is being filed with the Commission contemporaneously with the submission of this letter.
Registration Statement on Form S-1 filed 1/25/2021
Principal Shareholders, page 127
1. | Please disclose the natural person or persons who directly or indirectly exercise sole or shared voting or investment control over the shares held by Catcha Holdings LLC. Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3. |
In response to the Staffs comment, the Company has revised its disclosure on page 127 of the Revised Registration Statement.
PARTNERS: Pierre-Luc Arsenault3 | Manas Chandrashekar6 | Lai Yi Chau | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Karen K.Y. Ho | Damian C. Jacobs6 | Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan8 | Nicholas A. Norris6 | Paul S. Quinn | Michael D. Rackham6 | Fergus A. Saurin6 | Richard C.C. Sharpe | Jesse D. Sheley# | Arthur K.H. Tso | Li Chien Wong | David Yun6 | Jacqueline B.N. Zheng3,6
REGISTERED FOREIGN LAWYERS: Gautam Agarwal6 | Michelle Cheh7 | Daniel Dusek3 | James A. Hill6 | Ju Huang3 | Benjamin W. James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi Lin3 | Yazhe Liu3 | Daniel A. Margulies6 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | Jiayuan Yu3 | David Zhang3
ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and Wales; 7 Victoria (Australia); 8 New South Wales (Australia);# non-resident
Bay Area Beijing Boston Chicago Dallas Houston London Los Angeles Munich New York Paris Shanghai Washington, D.C.
U.S. Securities & Exchange Commission
February 8, 2021
Page 2
Index to Financial Statements, page F-1
2. | Given that you have selected a fiscal year-end of December 31, it appears that you will need to update your financial statements through December 31, 2020 if your filing is not effective prior to February 17, 2021, to comply with Rule 8-08 of Regulation S-X. |
The Company is aware of this deadline under Rule 8-08, and wishes to advise the Staff that it intends for the Registration Statement to be effective prior to February 17, 2021. If the Registration Statement does not become effective prior to February 17, 2021, the Company will update the financial statement through December 31, 2020 in an amendment to the Registration Statement.
Exhibit 4.4 Warrant Agreement, page 19
3. | The warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the exclusive forum for actions relating to the agreement, but it states it does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. However, disclosure in a risk factor at page 62 states that these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Elsewhere in the risk factor and filing, you disclose that any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York. Please reconcile the disclosures. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please ensure that the provision in the warrant agreement states this clearly. |
In response to the Staffs comments, the Company has revised its disclosure on page 143 of the Revised Registration Statement and the terms of Exhibit 4.4 to clarify that the exclusive forum provisions do not apply to claims under the Securities Act or the Exchange Act.
* * * * *
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact me at ben.james@kirkland.com or by telephone at +852-3761-3412, or Christian O. Nagler at christian.nagler@kirkland.com, or by telephone at +1-212-446-4660.
U.S. Securities & Exchange Commission
February 8, 2021
Page 3
Sincerely, |
/s/Ben James |
cc: | Patrick Grove, Chairman and Chief Executive Officer |
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