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345 Park Avenue

New York, NY 10154-1895

 

Direct      212.407.4000

Main        212.407.4000

Fax           212.407.4990

  

   July 13, 2022

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Lauren Pierce

 

  Re: Model Performance Mini Corp.
    Amendment No. 5 to Draft Registration Statement on Form F-4
    Submitted June 22, 2022
    CIK: 0001874074

 

Dear Ms. Pierce:

 

On behalf of our client, Model Performance Mini Corp., a British Virgin Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 5 to Draft Registration Statement on Form F-4 submitted on June 22, 2022 (the “Draft Registration Statement”) contained in the Staff’s letter dated July 5, 2022 (the “Comment Letter”).

 

The Company has filed via EDGAR Amendment No. 6 to the Draft Registration Statement (the “Amendment”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment.

  

Amendment No. 5 to Draft Registration Statement on Form F-4

 

General

  

  1. 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. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

 

Response: We have added disclosure on pages 94-95 of the Amendment in response to the Staff’s comments.

 

 

 

  

Please do not hesitate to contact Jane Tam at (202) 524-8470 or Gioanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.

 

  Sincerely,
   
   
  /s/ Loeb & Loeb LLP
   
  Loeb & Loeb LLP
   
cc: Serena Shie