United States securities and exchange commission logo
November 8, 2022
Glenn Murphy
Chief Executive Officer and Executive Chairman
KKR Acquisition Holdings I Corp.
30 Hudson Yards, Suite 7500
New York, NY 10001
Re: KKR Acquisition
Holdings I Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed October 21,
2022
File No. 001-40225
Dear Glenn Murphy:
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
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
Glenn Murphy
KKR Acquisition Holdings I Corp.
November 8, 2022
Page 2
opportunity in a target company, any price appreciation in the combined
company, and the
warrants, which would expire worthless.
2. We note proposal number one contains two proposals. One proposal is
asking
shareholders to vote to extend the time to complete the transaction and
the other requests
shareholders to vote to permit the board to terminate early. Please
unbundle these
proposals to allow shareholders to vote separately on material matters.
Alternatively,
provide us with your analysis as to why you are not required to unbundle
these proposals. Please refer to Rule 14a-4(a)(3) of Regulation 14A.
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.
You may contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any questions.
Sincerely,
FirstName LastNameGlenn Murphy
Division of
Corporation Finance
Comapany NameKKR Acquisition Holdings I Corp.
Office of Real
Estate & Construction
November 8, 2022 Page 2
cc: Joseph Kaufman, Esq.
FirstName LastName