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United States securities and exchange commission logo
June 11, 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.
Registration
Statement on Form S-4
Filed May 12, 2023
File No. 333-271894
Dear Daniel 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.
Registration Statement on Form S-4 Filed May 12, 2023
Proxy Statement/Prospectus Cover Page, page ii
1. Please disclose that
the Class V Shareholder will control at least 26%, and potentially
51%, of the voting
power of the Combined Company. Supplementally provide us with
your analysis as to
whether the Combined Company will be a "controlled company" under
the Nasdaq listing
rules.
Proxy Statement/Prospectus Cover Page, page ii
2. Here and elsewhere you
state the Class V Shareholder is NewGen Advisors
and Consultants DWC-LLC
("NewGen"). On page 226 you state the Class V ordinary
share may be issued
only to the Sole Shareholder (that is Venu Kumar), its successors and
assigns, as well as any
permitted transferees of the Sole Shareholder. Please clarify for us
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 2 2023 Page 2
FirstName LastName
and in the filing who the Class V shareholder is. Also, clarify for us
and disclose as
appropriate if there is any relationship between Venu Kumar and NewGen
and describe
the relationship.
Dear Worldwide Webb Acquisition Corp. Shareholders, page iii
3. Here and elsewhere you state after surviving the amalgamation AARK
will become a
subsidiary of ATI and the Sole Shareholder. Please explain to us how
AARK can be a
subsidiary of both. Also, explain to us in detail what ownership
interests are exchanged in
this amalgamation and the amount of the interests held by each party
in AARK after the
amalgamation is completed. In particular, explain to us who owns the
shares of
Amalgamation Sub that are automatically converted into AARK shares as
stated in the
second bullet on page 82 under "Business Combination Consideration."
Additional Information, page 3
4. Please also state that the "other publicly available information"
includes important
business and financial information about the company that is not
included in or delivered
with the document but is incorporated into the document. Refer to Item
2 of Form S-4.
Questions and Answers for Shareholders of WWAC, page 6
5. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
What will the corporate structure of ATI be following the Business
Combination?, page 8
6. Please revise the second diagram to disclose the percentage
ownership/voting power of
the identified groups of ATI shareholders assuming no and maximum
redemptions. In
addition, we note that "the Aeries Holders will retain a direct equity
ownership in Aeries
in the form of Aeries Shares" and the Sole Shareholder will hold AARK
ordinary shares;
please revise the diagram to clarify the holdings of the Aeries
Holders and the Sole
Shareholder in each of the identified entities. Also include the Class
V Shareholder in the
diagram.
What equity stake will current WWAC shareholders and current shareholders of
Aeries hold in
WWAC immediately after the..., page 13
7. We note your inclusion of a sensitivity analysis showing minimum and
maximum
redemption rates. Please revise your disclosure to also show the
potential impact of
redemptions on the per share value of the shares owned by
non-redeeming shareholders at
an interim redemption level. Also revise footnote 4 to disclose that
the Class V
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 3 2023 Page 3
FirstName LastName
Shareholder will have 26% of the voting power of the combined company
at closing.
Summary of the Proxy Statement/Prospectus, page 27
8. We note you provide discussion of your historical non-GAAP EBITDA
results and
EBITDA margins here, and on pages 177 and 189. When discussing these
non-GAAP
measures, please provide similar discussion of the comparable GAAP
measures with
equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K and
Question 102.10 of our Compliance and Disclosure Interpretations on
Non-GAAP
Financial Measures.
Summary of Material Financial Analyses, page 37
9. We note your disclosure of engaging CVA as a "Financial Advisor." We
also note on page
89 that you engaged Roth Capital Partners, LLC and D.A. Davidson & Co.
as capital
markets advisors. Please revise to expand your disclosure regarding
the role and
remuneration of each outside financial advisor. Refer to Item 4(b) of
Form S-4.
Interests of WWAC Directors and Executive Officers in the Business Combination,
page 42
10. Please disclose clearly that the sponsor and its affiliates can earn a
positive rate of return
on their investment, even if other WWAC shareholders experience a
negative rate of
return in the post-business combination company. Here, in Risk Factors
and elsewhere as
appropriate, highlight the risk that WWAC's directors and executive
officers, as well as
the sponsor and its affiliates, will benefit from the completion of a
business combination
and may be incentivized to complete an acquisition of a less favorable
target company or
on terms less favorable to shareholders rather than liquidate. Revise
the seventh bullet to
quantify the amount of proceeds currently in the trust account. Revise
the opening
paragraph to disclose the amount, in the aggregate, that the sponsor
and its affiliates have
at risk that depends on completion of a business combination. Disclose
the percentage of
sponsor and its affiliates' total potential ownership interest in the
combined company,
assuming exercise and conversion of all securities.
11. It appears that your charter waived the corporate opportunities
doctrine. Please address
this potential conflict of interest and whether it impacted your
search for an acquisition
target.
12. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Risk Factors, page 54
13. Please highlight the material risks to public warrant holders,
including those arising from
differences between the private placement and public warrants. Clarify
whether recent
common stock trading prices exceed the threshold that would allow the
company to
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 4 2023 Page 4
FirstName LastName
redeem public warrants. Clearly explain the steps, if any, the company
will take to notify
all shareholders, including beneficial owners, regarding when the
warrants become
eligible for redemption.
14. Disclose the material risks to unaffiliated investors presented by
taking Aeries public
through a merger rather than an underwritten offering. These risks
could include the
absence of due diligence conducted by an underwriter that would be
subject to liability for
any material misstatements or omissions in a registration statement.
Background to the Business Combination, page 87
15. Please elaborate upon the content of the technical due diligence
report on Aeries.
Aeries Projected Financial Information, page 94
16. Please explain why Aeries chose to present projections based upon only
a two-year
period.
17. Please revise to discuss whether and how performance for the fiscal
year ended March 31,
2023, has differed compared to estimated results and explain the
reason(s) for any
differences in performance.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Business Combination, page 144
18. We note you determined WWAC to be the accounting acquirer based on its
ability to
control the board of directors of AARK. Please provide us a detailed
analysis in making
this determination. In doing so, tell us your consideration of the
following factors:
The ability of WWAC to effectively control the board of directors,
considering the
Class V share will have 51% of all votes in the event of an
extraordinary event, which
paragraph 22.2 of the Amended and Restated Articles of
Association of Aeries
Technology, Inc (Annex E) includes a scenario where management
"seeks a seat on
the Board of Directors of the Company when such candidacy is not
endorsed by
existing members of the Board of Directors," noting the chairman
of the board is the
Class V shareholder.
If significant decisions of the entity are made at the board of
directors level.
The period of time which WWAC will be able to control the board of
directors
considering the change in voting interests subsequent to the
exchange agreement.
Consideration of substantive participating rights of the AARK
shareholder.
The risk factor on page 13 states management of Aeries will become
the management
of ATI. In the same risk factors, it appears representatives of
AARK and Aeries and
their appointees will have the majority of the members of the ATI
board.
The post exchange table on page 15 indicates the Sole Shareholder
of AARK (who is
Venu Kamar, Chairman of and majority shareholder in Aeries) and
Exchanging
Aeries Holders combined will own the majority of outstanding ATI
ordinary shares.
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 5 2023 Page 5
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Disclosures on pages 48, 74 and 111 of the concentration of
voting control with the
Class V Shareholder.
Note 2 - Unaudited Pro Forma Condensed Combined Balance Sheet adjustments, page
147
19. Please explain to us and disclose as appropriate your accounting for
the Bonus Shares and
Extension Shares referred to in note (j) and how you determined the
value of them.
Note 4 - Net income (loss) per share, page 150
20. Please tell us your consideration of providing "Pro Forma
weighted-average common
shares outstanding-basic and diluted" utilizing shares outstanding
subsequent to the
Exchange Agreement, as it appears the number of shares outstanding may
significantly
increase post exchange.
Conflicts of Interest, page 161
21. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Information About Aeries, page 177
22. We note your disclosure on page 61 that five clients accounted for 65%
of Aeries's
revenue for the nine months ended December 31, 2022. Please include
similar disclosure
in this section.
23. Please disclose the total number of employees and total number of
full-time employees
that work at the company.
Solutions We Offer, page 180
24. Please provide additional details regarding how AI allows you to
"improve operations and
generate higher revenue".
Our Commitment to ESG
Environmental, page 184
25. We note your disclosure that Aeries conducts its business in "a
sustainable manner."
Please provide additional details on the nature of your policies that
make the
your business sustainable.
Intellectual Property, page 185
26. We note your disclosure that the company is developing "new ideas" and
"developing
intellectual property," as well as that you have tools protected by
"copyright registrations
in various jurisdictions," but the disclosure in this section does not
appear to reflect such
intellectual property. Please revise to clarify these apparent
discrepancies.
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 6 2023 Page 6
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Aeries' Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 188
27. You state that the company faces exposure to inflationary pressures,
such as on page 62
with respect to wage inflation and on page 191 with respect to general
inflationary
pressures. Please expand your disclosure here to identify the
principal factors contributing
to the inflationary pressures the company has experienced and clarify
the resulting impact
to the company.
Aeries' Management's Discussion and Analysis, page 193
28. When discussing changes period over period, please quantify material
factors cited so that
investors may understand the magnitude and relative impact of each
factor. For example,
in discussing your revenue, provide quantification of increases
attributed to your new
versus existing clients. Other areas of focus are the factors cited in
your analysis of gross
profit and related margin and net cash provided by operating
activities for the annual
period. Refer to Item 303(b) of Regulation S-K and section 501.04 of
our Codification of
Financial Reporting Policies.
29. Please discuss the reason(s) for the variance in the effective income
tax rates for the
periods presented.
Beneficial Ownership of Securities, page 219
30. We note that Daniel S. Webb, Terry Pearce and Tony Pearce are the
beneficial owners of
the Sponsor; please revise to include the 4,500,000 ordinary shares
owned by the Sponsor
as holdings of Terry Pearce and Tony Pearce (as you do for Mr. Webb),
or tell us why it is
appropriate to attribute them only to Mr. Webb. If known, revise
footnote 6 to disclose
the natural persons with voting and/or investment power over Sea Otter
Advisors LLC.
31. You disclose that the table reflects holdings of ordinary shares,
however it does not appear
to include the Class V ordinary share. Please revise accordingly. Also
revise to clarify
whether the holdings prior to the Business Combination are of Class A
or Class B
ordinary shares. Further revise to indicate which holdings represent
ordinary shares into
which outstanding convertible securities may convert with 60 days.
Enforceability of Civil Liabilities, page 244
32. We note that a number of the executives of the company are located in
India. Please
address the challenges of bringing actions and enforcing
judgments/liabilities against
individuals (i.e., it will be much more difficult to take these
actions) located in
India. Furthermore, please ensure that the officers and directors of
WWAC are also
included in the enforceability of civil liabilities disclosure in this
section and the rest of
the registration statement.
AARK Singapore PTE. LTD. and Its Subsidiaries
Daniel Webb
FirstName
WorldwideLastNameDaniel Webb
Webb Acquisition Corp.
Comapany
June NameWorldwide Webb Acquisition Corp.
11, 2023
June 11,
Page 7 2023 Page 7
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Interim Period Financial Statements
Notes to Condensed Carve-out Consolidated Financial Statements
Note 7. Income Taxes, page F-68
33. The effective tax rates stated here do not appear to be consistent
with what is reported on
the statements of operations. Please revise as appropriate.
Note 10. Leases, page F-72
34. Please provide the disclosure required by ASC 842-20-50-4g.1
General
35. We note your disclosure on page 168 that the underwriters from WWAC's
initial public
offering have resigned and withdrawn from their role in the Business
Combination and
have waived the deferred underwriting commissions that would otherwise
be due to them
upon the closing of the business combination. Please identify these
underwriters. Disclose
how this waiver was obtained, why the waiver was agreed to, and
clarify WWAC s
current relationship with the underwriters.
36. Please describe what relationship existed between the underwriters and
WWAC after the
close of the initial public offering, including any financial or
merger-related advisory
services conducted by the underwriters, and whether the underwriters
had a role in the
identification or evaluation of business combination targets. Disclose
whether the
underwriters were involved in the preparation of any disclosure that
is included in the
proxy statement/prospectus, including any analysis underlying
disclosure in the document.
Further, state if true that the underwriters claim no role in the
Business Combination
and affirmatively disclaimed any responsibility for any of the
disclosure in this
registration statement.
37. Please tell us whether you are aware of any disagreements with the
underwriters that
resigned regarding the disclosure in your filing. Include risk factor
disclosure that clarifies
that the underwriters were to be compensated, in part, on a deferred
basis for its
underwriting services in connection with WWAC's initial public
offering, such services
have been rendered, and the underwriters are waiving such fees and
disclaiming
responsibility for the registration statement. Clarify the unusual
nature of such a fee
waiver and its impact on the evaluation of the business combination.
Disclose whether the
underwriters provided you with any reasons for the fee waiver. If
there was no dialogue
and you did not seek out the reasons why the underwriters waived
deferred fees, please
indicate so in your filing.
38. We note that the F-pages contain a few references to a "Forward
Purchase Agreement."
However, we do not see equivalent disclosure in the rest of the
registration statement.
Please clarify this discrepancy.
39. We note disclosure of industry data and market data derived from
various sources. To the
Daniel Webb
Worldwide Webb Acquisition Corp.
June 11, 2023
Page 8
extent you commissioned any of the third-party data you cited, provide
the consent of the
third party in accordance with Rule 436.
40. Please provide additional disclosure regarding the anticipated PIPE
investment(s).
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 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 at 202-551-7470 or Lilyanna Peyser at (202)
551-3222 with any
other questions.
FirstName LastNameDaniel Webb Sincerely,
Comapany NameWorldwide Webb Acquisition Corp.
Division of
Corporation Finance
June 11, 2023 Page 8 Office of Trade &
Services
FirstName LastName