United States securities and exchange commission logo
October 18, 2022
Hope Taitz
Chief Executive Officer
Aequi Acquisition Corp.
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
Re: Aequi Acquisition
Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed September 30,
2022
File No. 001-39715
Dear Hope Taitz:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 30, 2022
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. 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. Disclose
that as a result, the
pool of potential targets with which you could complete an initial
business combination
may be limited. 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
Hope Taitz
Aequi Acquisition Corp.
October 18, 2022
Page 2
opportunity in a target company, any price appreciation in the combined
company, and the
warrants, which would expire worthless.
Risk Factors, page 12
2. We note the discussion of the Inflation Reduction Act on page 12 and the
statement that
any redemption or repurchase that occurs after December 31, 2022 may be
subject to the
excise tax. Please advise us of the factors or considerations that will
determine whether
the excise tax, if required to be paid in connection with redemptions,
would be required to
be paid using funds from the trust account, as distinguished from other
sources of funds.
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.
Please contact Benjamin Holt at 202-551-6614 or David Link at
202-551-3356 if you
have any questions regarding these comments.
Sincerely,
FirstName LastNameHope Taitz
Division of
Corporation Finance
Comapany NameAequi Acquisition Corp.
Office of Real
Estate & Construction
October 18, 2022 Page 2
cc: Shang Jiang, Esq.
FirstName LastName