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United States securities and exchange commission logo
May 5, 2021
Someit Sidhu
Chief Executive Officer
JATT Acquisition Corp.
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re: JATT Acquisition
Corp.
Draft Registration
Statement on Form S-1
Submitted April 8,
2021
CIK No. 0001855644
Dear Dr. Sidhu :
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Summary of Risk Factors, page 26
1. In the last bullet
point on page 27, we note that you have identified exclusive forum
provisions in your
amended and restated memorandum and articles of association as a risk
factor. Please describe
this provision in your risk factors section and in your description
of securities section.
Disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by
the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
suits brought to
enforce any duty or liability created by the Securities Act or the rules and
Someit Sidhu
JATT Acquisition Corp.
May 5, 2021
Page 2
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision. If this provision does not apply to actions arising under
the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform
investors in future filings that
the provision does not apply to any actions arising under the
Securities Act or Exchange
Act.
Risk Factors, page 28
2. Please add a risk factor describing the risk that the low acquisition
cost of the founder
shares creates an incentive whereby your officers and directors could
potentially make a
substantial profit even if you select an acquisition target that is
unprofitable for public
investors.
Risks Relating to Our Securities
Our warrant agreement will designate the courts of the State of New York, page
61
3. We note that the exclusive forum provision in your warrant agreement
applies to actions
arising under the Securities Act. Please ensure that the exclusive
forum provision in the
warrant agreement clearly states that it does not apply to actions
arising under the
Exchange Act, or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Exchange Act.
Certain Relationships and Related Party Transactions, page 115
4. Please disclose here and in your summary section the price per share
and the aggregate
cost of the 4,312,500 founder shares your sponsor purchased in March
2021.
Signatures, page 152
5. Please revise your signature block to indicate that it will be signed
by at least a majority of
the board of directors or persons performing similar functions. In
addition, please have
the registration statement signed by an authorized representative in
the United States.
You may contact Ben Phippen at 202-551-3697 or Michael Volley at
202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-3859
with any
other questions.
FirstName LastNameSomeit Sidhu Sincerely,
Comapany NameJATT Acquisition Corp.
Division of
Corporation Finance
May 5, 2021 Page 2 Office of
Finance
FirstName LastName