View:
United States securities and exchange commission logo
November 2, 2022
Mr. Bill Chen
Chief Executive Officer
LAAA Merger Corp.
667 Madison Avenue
New York, NY 10065
Re: LAAA Merger Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 17,
2022
File No. 333-265885
Dear Mr. Bill Chen:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 31, 2022 letter.
Form S-4 Amendment No.2 filed October 17, 2022
Lakeshore's Board of Directors Reasons for Approving the Business
Combination, page 105
1. We note that you have
added risk factor disclosure on page 50 indicating that
ProSomnus s value
today could have changed materially from when the Merger
Agreement was signed
and that there is no assurance that LAAA would come to the same
conclusion as to
ProSomnus s value today as it did on the date that the Merger Agreement
was signed. In light of
these disclosures, please revise the disclosure in the Lakeshore s
Board of Director s
Reasons for Approving the Business Combination section to explain
how Lakeshore s Board
considers this valuation risk in rendering its recommendation to
vote in favor of the
Acquisition Merger Proposal at the upcoming meeting. To the extent
that the Board believes
that there is a significant risk that the valuation may have
Mr. Bill Chen
LAAA Merger Corp.
November 2, 2022
Page 2
materially changed, please also add a Q&A to highlight the Board's
concern and explain
how it relates to its recommendation.
U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S.
Holders of
Lakeshore Securities, page 125
2. We note your responses to prior comments 7 and 8 and reissue them in
part. As explained
in Staff Legal Bulletin No. 19, it is inappropriate for counsel to assume
any legal
conclusion underlying the opinion. Based on Loeb & Loeb's tax opinion on
pages 128-130
and the Passive Foreign Investment Company Status discussion on pages
130-132, the tax
consequences of the Reincorporation Merger appear to depend on whether
the SPAC is or
has been a PFIC. We do not believe that the Item 601(b)(8) requirement is
met to the
extent that Loeb & Loeb provides a tax opinion indicating that the
Reincorporation
Merger should not be taxable to LAAA shareholders while asking
shareholders to set
aside the PFIC requirements, particularly when other disclosures in the
registration
statement state that the company likely is and had been a PFIC which, if
true, appears to
mean that the Reincorporation Merger is a taxable event for shareholders
and would result
in shareholders having limited time to make important tax decisions. In
addition, please
revise the first paragraph of the Q&A at the bottom of page 12 to state
succinctly what the
tax consequences of the Reincorporation Merger are to LAA A shareholders
and indicate
the degree of uncertainty and the attendant risk to shareholders.
You may contact Franklin Wyman at 202-551-3660 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cindy Polynice at 202-551-8707 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameMr. Bill Chen
Division of
Corporation Finance
Comapany NameLAAA Merger Corp.
Office of Life
Sciences
November 2, 2022 Page 2
cc: Giovanni Caruso
FirstName LastName