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United States securities and exchange commission logo
November 30, 2020
Adam Rothstein
Executive Chairman
890 5th Avenue Partners, Inc.
c/o BraunHagey & Borden LLP
7 Times Square, 27th Floor
New York, NY 10036
Re: 890 5th Avenue
Partners, Inc.
Draft Registration
Statement on Form S-1
Submitted November
3, 2020
CIK No. 0001828972
Dear Mr. Rothstein:
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
Risk Factors
Provisions in our amended and restated certificate of incorporation...,
page 64
1. We note your disclosure
indicates that your amended and restated certificate of
incorporation will
include a forum selection provision that identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any derivative
action. Please 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
Adam Rothstein
890 5th Avenue Partners, Inc.
November 30, 2020
Page 2
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 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 and that investors cannot waive compliance with
the federal
securities laws and the rules and regulations thereunder. 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.
Principal Stockholders, page 125
2. Please identify the natural person or persons who have voting and
investment power over
PA2 Co-Investment LLC and Craig-Hallum Capital Group LLC. Refer generally
to
Exchange Act Rule 13d-3.
General
3. We note that PA 2 Co-Investment LLC, an affiliate of Cowen, and
Craig-Hallum Capital
Group LLC, a representative of the underwriters and certain of its
affiliates, have
committed to purchase units in a private placement. Please tell us
whether Cowen and
Craig-Hallum will be making a market in the securities. If so, please
amend the
registration statement to register the market making activities,
including the footnote to
the fee table and the alternate pages for the market-making prospectus.
You may contact Jorge Bonilla at 202-551-3414 or Wilson Lee at
202-551-3468 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) Alper at 202-551-3329 or Maryse Mills-Apenteng at 202-551-3457 with any
other
questions.
Sincerely,
FirstName LastNameAdam Rothstein
Division of
Corporation Finance
Comapany Name890 5th Avenue Partners, Inc.
Office of Real
Estate & Construction
November 30, 2020 Page 2
cc: Jason Sanderson
FirstName LastName