Re: |
Twin Ridge Capital Acquisition Corp.
mendment No. 1 Registration Statement on Form S-1 Filed on February 23, 2021 File No. 333-252363 |
1. |
Staff’s Comment: We note your revised disclosure concerning payments to insiders. Regarding the second bullet point:
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Please tell us how the payments and reimbursements you refer to in this bullet are different from the payments for office space, secretarial and administrative services and out-of-pocket
costs you refer to in the third and fourth bullet points, and please revise your disclosure accordingly. In doing so, please clarify the applicability of the $10,000 per month cap to these payments and reimbursements.
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Please revise your disclosure to clarify the scope of the "certain fees" you refer to in the final clause of this bullet. In doing so, please explain the nature of these fees. If they are
finders' fees or similar fees for serving as an intermediary in a business combination transaction, please clarify to whom they could be paid, what funds could be used to fund payment, and add appropriate risk factor disclosure to describe
the potential impacts on investors.
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Sincerely,
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/s/ Sanjay K. Morey | |
Name:
Title: Co-Chief Executive Officer
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cc: |
Peter S. Seligson
Kirkland & Ellis LLP Jessica Chen White & Case LLP |