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United States securities and exchange commission logo
October 7, 2021
Daniel S. Webb
Chief Executive Officer and Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re: Worldwide Webb
Acquisition Corp.
Registration
Statement on Form S-1
Filed September 27,
2021
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 30,
2021
File No. 333-259801
Dear Mr. Webb:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 filed September 30, 2021
Cover Page
1. We note eleven anchor
investors will purchase 99.3% of the offered shares and your
disclosure on page 53
of the Nasdaq listing requirements that you have a minimum of 400
round lot holders.
Please disclose the risks and impact these anchor investors may have on
the registrant's
ability to meet the listing requirements given the limited public
distribution, trading
volume, volatility and liquidity of your securities resulting from such
concentration.
Daniel S. Webb
FirstName
WorldwideLastNameDaniel S.Corp.
Webb
Webb Acquisition
Comapany
October NameWorldwide Webb Acquisition Corp.
7, 2021
October
Page 2 7, 2021 Page 2
FirstName LastName
Capitalization, page 85
2. Your disclosure on page 85 indicates that you will account for the
excess of fair value
over consideration of the 1,250,000 founder shares to be sold to the
anchor investors as a
cost of the offering in accordance with SAB Topic 5A and SAB Topic 5T.
Please respond
to the following:
Tell us the business purpose for the sponsor selling a portion of
their founder shares
to the anchor investors at $0.005 per share.
Tell us why this is accounted for as a cost of the offering rather
than a compensation
expense. Tell us the authoritative literature upon which you are
relying in accounting
for this transaction.
In light of the fact that you have determined that the warrants
issued as part of the
units are to be accounted for as warrant liabilities based on the
guidance in ASC 815-
40, please tell us why you determined that the entire excess of
fair value over the
consideration paid by the anchor investors would be included as
part of additional
paid in capital, as opposed to a portion of the offering costs
being allocated to the
warrant liabilities and expensed as incurred.
Note 2 Summary of Significant Accounting Policies, page F-10
3. We note that your balance sheets disclose accrued offering and
formation costs that are
70.6% and 100% of current liabilities at 06/30/21 and 03/05/21, while
your statements of
operations disclose formation costs that are 100% of net loss for the
periods ended
06/30/21 and 03/05/21. Please revise to disclose the nature of your
formation costs, your
related accounting policy with reference to the accounting literature
upon which it is
based, and explain and quantify all significant transactions in the
period(s).
Daniel S. Webb
FirstName
WorldwideLastNameDaniel S.Corp.
Webb
Webb Acquisition
Comapany
October NameWorldwide Webb Acquisition Corp.
7, 2021
October
Page 3 7, 2021 Page 3
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at
202-551-3474
if you have questions regarding comments on the financial statements and
related matters.
Please contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at
202-551-3217
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance