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United States securities and exchange commission logo
May 9, 2023
Ben Lee
Chief Executive Officer
Movella Holdings Inc.
3535 Executive Terminal Drive, Suite 110
Henderson, Nevada 89052
Re: Movella Holdings
Inc.
Registration
Statement on Form S-1
Filed April 26,
2023
File No. 333-271458
Dear Ben Lee:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling stockholders
paid for such shares and warrants.
2. Please disclose the
likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in
the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose
that cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and
update the discussion
on the ability of your company to fund your operations on a
prospective basis with
your current cash on hand.
Ben Lee
FirstName LastNameBen
Movella Holdings Inc. Lee
Comapany
May 9, 2023NameMovella Holdings Inc.
May 9,
Page 2 2023 Page 2
FirstName LastName
3. We note the significant number of redemptions of your then-outstanding
Class A ordinary
shares in connection with your business combination and that the
shares being registered
for resale will constitute a considerable percentage of your public
float. Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of your common stock.
Risk Factors
Sales of a substantial number of our shares..., page 51
4. Please discuss the negative pressure potential sales of shares
pursuant to this registration
statement could have on the public trading price of the common stock.
To illustrate this
risk, disclose that even though the current trading price is
significantly below the SPAC
IPO price, the private investors have an incentive to sell because
they will still profit on
sales because of the lower price that they purchased their shares than
the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
92
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of your common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
General
6. Revise your prospectus to disclose the price that each selling
stockholder paid for the
shares of common stock being registered for resale. Highlight any
differences in the
current trading price, the prices that the selling stockholders
acquired their shares and
warrants, and the price that the public stockholders acquired their
shares and warrants.
Disclose that while the other selling stockholders may experience a
positive rate of return
based on the current trading price, the public stockholders may not
experience a similar
rate of return on the securities they purchased due to differences in
the purchase prices and
the current trading price. Please also disclose the potential profit
the selling stockholders
will earn based on the current trading price. Lastly, please include
appropriate risk factor
disclosure.
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 Rule 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.
Ben Lee
Movella Holdings Inc.
May 9, 2023
Page 3
Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Jeff
Kauten, Staff
Attorney, at 202-551-3447 with any other questions.
FirstName LastNameBen Lee Sincerely,
Comapany NameMovella Holdings Inc.
Division of
Corporation Finance
May 9, 2023 Page 3 Office of Technology
FirstName LastName