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United States securities and exchange commission logo
October 5, 2023
Daniel Webb
Chief Executive Officer/Chief Financial Officer
Worldwide Webb Acquisition Corp.
770 E Technology Way F13-16
Orem, UT 84097
Re: Worldwide Webb
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 13,
2023
File No. 333-271894
Dear Daniel Webb:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 1,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-4, Filed September
13, 2023
Question and Answers for Shareholders of WWAC
What will the corporate structure of ATI be Following the Business
Combination, page 10
1. You state in the
response to comment 2 ATI will control AARK after the amalgamation
because ATI will select
two of the three board members of AARK, with such two
directors selected only
from the four independent directors of ATI. In view of the Sole
Shareholder's majority
ownership of AARK, explain to us and disclose as appropriate if
there are any
circumstances in which the Sole Shareholder can override any decisions of
the AARK board and
institute decisions of its own. Also, from your disclosures it appears
six of the seven
members of ATI's board will be associated with or designated by AARK.
In view of this, the
management of Aeries (controlled subsidiary of AARK) will be the
management of ATI, and
the association of the Class V holder to the Sole Shareholder,
clarify for us and in
your disclosures how ATI controls AARK.
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
October NameWorldwide Webb Acquisition Corp.
5, 2023
October
Page 2 5, 2023 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Company Overview, page 30
2. Please provide a reconciliation of the non-GAAP measure "EBITDA" to
the comparable
GAAP measure for each period "EBITDA margin" is presented relative to
your actual
results, including the one for Aeries on page 210. Additionally, show
how EBITDA
margin is computed for each period.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 152
3. Please show how the respective percentage ownership interests in AARK
under each
redemption scenario is computed, including any associated assumptions.
If this
computation is already presented, provide a cross reference.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022, page 162
4. The amount of the pro forma adjustments for (dd) assuming minimum
redemptions is
869. In the prior filing the amount was 4,608. Please tell us how each
amount was
determined and reconcile the difference for us. Also, explain to us
the variance in
this adjustment between the three months interim period in the prior
filing and the six
months interim period in the present filing.
Information about Aeries
Innovation Labs, page 202
5. We note that the ESG and Cyber Intelligence platforms are in "advanced
stages of
prototyping." Please revise to state when you expect such platforms to
be formally
implemented and the amount of funds required to reach such point and,
if you do not
know, please state as much.
Aeries' Management's Discussion and Analysis of Financial Condition and Results
of Operations
Components of Results of Operations, page 211
6. Please provide a discussion of your results for the year ended March
31, 2023 versus year
ended March 31, 2022. Refer to Item 303(b) of Regulation S-K.
Three Months Ended June 30, 2023 versus Three Months Ended June 30, 2022
Gross Proft, page 213
7. Please explain the decrease in the gross profit as a percentage of
revenue for 2023
compared 2022.
Daniel Webb
Worldwide Webb Acquisition Corp.
October 5, 2023
Page 3
Beneficial Ownership of Securities, page 240
8. We note your response to comment 1 and your new disclosure that the Class
V
Shareholder has a sufficient "business relationship" with the Sole
Shareholder as to vote in
a manner aligned with the interests of the Sole Shareholder. Please
revise your beneficial
ownership table to clearly indicate the name of the Sole Shareholder and
the natural
person with dispositive voting power for the Class V Shareholder. Also
disclose whether
the Class V Shareholder and/or such natural person is your affiliate or
related party, and
the nature of your business relationship. Refer to Items 403 and 404 of
Regulation S-K.
Please contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-3222
with any other
questions.
Sincerely,
FirstName LastNameDaniel Webb
Division of
Corporation Finance
Comapany NameWorldwide Webb Acquisition Corp.
Office of Trade &
Services
October 5, 2023 Page 3
cc: Lance Hancock
FirstName LastName