United States securities and exchange commission logo





                             November 22, 2021

       Ian Friedman
       Chief Executive Officer
       Highland Transcend Partners I Corp.
       777 Arthur Godfrey Road, Unit 202
       Miami Beach, FL 34140

                                                        Re: Highland Transcend
Partners I Corp.
                                                            Registration on
Form S-4
                                                            Filed October 22,
2021
                                                            File No. 333-260452

       Dear Mr. Friedman:

              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 October 22, 2021

       Organizational Structure, page 12

   1.                                                   Revise to use the same
defined terms that you use throughout your prospectus when
                                                        referring to the post
business combination structure.
       What is a tax receivable agreement?, page 18

   2.                                                   Please revise to
quantify the potential size of any payments under the Tax Receivable
                                                        Agreement.
       What equity stake will current Highland Transcend public shareholders,
etc...?, page 19

   3.                                                   Clarify whether any of
the categories of equity stakeholders you describe here overlap
 Ian Friedman
FirstName LastNameIan  Friedman
Highland Transcend Partners I Corp.
Comapany 22,
November  NameHighland
              2021        Transcend Partners I Corp.
November
Page 2    22, 2021 Page 2
FirstName LastName
         with one another. Revise to add the Earnout Participants, or tell us
why you believe this is
         inappropriate.
Interests of Certain Persons in the Business Combination, page 42

4.       Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
         and its affiliates have at risk that depends on completion of a
business combination.
         Include the current value of securities held, loans extended, fees
due, and out-of-pocket
         expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
         similar disclosure for the company   s officers and directors, if
material.
5.       Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
         investment, even if other SPAC shareholders experience a negative rate
of return in the
         post-business combination company.
Comparative Share Information, page 54

6.       Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing interim redemption levels (in addition to the no redemption
and maximum
         redemption levels that you already provide).
Risk Factors, page 56

7.       Please highlight the risk that the sponsor 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.
8.       Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
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.
9.       Disclose the material risks to unaffiliated investors presented by
taking the company
         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.
"We are dependent upon access to capital...", page 73

10.      Given your disclosure elsewhere about management's substantial doubt
about your ability
         to continue as a going concern, significantly enhance this risk factor
to describe and
         quantify your sources of liquidity to fund working capital and
indebtedness, such as your
         ABL Credit Facility. If this source is insufficient, revise to state
as much.
 Ian Friedman
FirstName LastNameIan  Friedman
Highland Transcend Partners I Corp.
Comapany 22,
November  NameHighland
              2021        Transcend Partners I Corp.
November
Page 3    22, 2021 Page 3
FirstName LastName
"Our shareholders will experience immediate dilution as a consequence of the
issuance...", page
91

11.      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.
Note Subscription Agreements, page 119

12.      We note that the outstanding principal and accrued and unpaid interest
on the convertible
         notes will automatically convert at the closing of the business
combination into Class A
         common stock of New Packable at a price per share that represents a
15% discount to the
         deemed price per share of the merger consideration received by the
Packable equity
         holders, Blocker equity holders and holders of vested awards under
Packable   s existing
         incentive plan. Please expand to disclose the potential impact of
those securities on non-
         redeeming shareholders.
The Business Combination
PIPE Subscription Agreements, page 119

13.      Please highlight material differences in the terms and price of
securities issued at the time
         of the IPO as compared to private placements contemplated at the time
of the business
         combination. Disclose if the SPAC's sponsors, directors, officers, or
their affiliates will
         participate in the private placement.
Background of the Business Combination, page 121

14.      Please disclose the criteria/basis for how you determined to narrow
your selection from
         the initial 67 potential business combination candidates to the final
6 potential business
         combination candidates. Also, please explain, for each of the five
other potential business
         combination candidates, the reasons that you eliminated them from your
consideration.
15.      Please disclose the substance of the discussions that occurred on June
10, 2021 that lead to
         the updated non-binding indication of interest letter to Packable
which provided that
         Luxor Capital would provide an equity backstop and participate in the
PIPE financing.
         Please also describe the additional negotiations that occurred between
Packable and
         Highland following the delivery of the June 10, 2021 letter as well as
the addition of Park
         West's equity investment in connection with the business combination.
16.      We note that on June 15, 2021, the Highland Transcend Board agreed
that it would not
         have the right to change its recommendation in favor of the business
combination. Please
         revise the list of uncertainties, risks, and other potentially
negative reasons relevant to the
         transaction to include this information. Additionally, please revise
your risk factors to
 Ian Friedman
Highland Transcend Partners I Corp.
November 22, 2021
Page 4
         include this information as well as the limitations set forth in
Article 10, Section 10.05 of
         the Merger Agreement. In doing so, please elaborate upon how the Board
determined to
         agree to this provision and whether and why the Board viewed such
provision as
         consistent with its fiduciary duties.
17.      Please disclose the material points of negotiation between Packable
and Highland that
         occurred later in the day on June 16, 2021 and disclose which terms
Highland Transcend
         did not accept from Packable's markup. Separately, please also
disclose the certain due
         diligence items discussed on the June 22, 2021 call.
18.      Please disclose who led the kick-off call on June 21, 2021 and
disclose whether any
         materials were circulated in connection with the call, and if
applicable, which parties
         prepared and circulated such materials.
19.      We note your statement that "[o]n September 2, 2021, Packable and
Highland Transcend
         decided that the proposed size of the PIPE financing would be
$70,000,000 and Packable
         would issue $110,000,000 of convertible notes to the investors in the
convertible notes."
         Please discuss the negotiations surrounding these valuations.
20.      We note your statement that "[o]n August 12, 2021, based on feedback
from investors in
         the PIPE financing, the enterprise value of Packable was reduced from
$1.725 billion to
         $1.55 billion to allow additional selected investors to participate in
the PIPE financing and
         the convertible notes financing." Please elaborate on this statement
and disclose the
         reason that the reduction allowed additional selected investors to
participate in the PIPE
         financing and convertible notes financing.
21.      Describe any material revisions provided in the August 17, 2021 draft
of the merger
         agreement and the material negotiations and revisions that resulted
from the discussions
         between August 18, 2021 and September 8, 2021.
22.      Please tell us how you determined the value of the earnout and the
earnout milestones.
23.      We note that Goldman Sachs was engaged as Highland Transcend's
financial advisor in
         connection with the business combination. Please revise to elaborate
upon the role that
         Goldman played as advisor. Given that Goldman presented the slide deck
at the August
         31, 2021 board meeting, tell us why these materials do not constitute
a report within the
         meaning of Item 1015 of Regulation M-A.
24.    Where you state that a majority of the directors present determined that
the proposed
       business combination is in the best interests of Highland Transcend and
its shareholders,
       clarify whether the all of the independent directors made such
determination and, if not,
       who abstained or voted against the transaction and why. As a related
matter, your
FirstName LastNameIan Friedman
       disclosure on page 201 states that you have 5 members of the board of
directors but the
Comapany
       tableNameHighland
             and descriptionTranscend    Partners
                             that precedes        I Corp. seems to indicate
that you have 6
                                             that disclosure
       members;
November           please
            22, 2021 Pagerevise
                           4     to clarify.
FirstName LastName
 Ian Friedman
FirstName LastNameIan  Friedman
Highland Transcend Partners I Corp.
Comapany 22,
November  NameHighland
              2021        Transcend Partners I Corp.
November
Page 5    22, 2021 Page 5
FirstName LastName
25.      We note your disclosure on page 81 that the Highland Transcend Board
reviewed, among
         other things, financial due diligence materials prepared by
professional advisors,
         including, financial and market data information on selected
comparable companies, the
         implied purchase price multiple of Packable and the financial terms
set forth in the merger
         agreement, and concluded that the business combination was in the best
interest of its
         shareholders. Please revise to include a description of such reports
in this section, so that
         shareholders/investors can gain an understanding of the materials the
Board considered in
         making its determination. To the extent that any of these materials
constitute a report that
         is materially related to the transaction, provide the disclosure
required by Item 1015(b) of
         Regulation M-A.
26.      We note that "[t]he board of directors discussed the fact that the
PIPE financing had been
         successful at the valuation implied by the transaction indicated
support for the
         reasonableness of the consideration being paid." Considering some of
the PIPE investors
         are investors in Highland Transcend, disclose whether the Board
considered that some of
         the PIPE investors have a conflict of interest. Please revise to
disclose how you initially
         determined the valuation of the consideration to be paid in connection
with the
         transaction.
Certain Engagements in Connection with the Business Combination, page 126

27.      Given the various conflicts of interest for those advisors that also
served as underwriters,
         quantify the amount of the fees to be paid.
Highland Transcend's Board of Directors' Reasons for Approval of the Business
Combination,
page 126

28.      Please revise to clearly state whether the Highland Board recommends
the transaction to
         shareholders. Please also revise to disclose whether the Highland
Board is in a position to
         change its recommendation now or at any time in the future.
29.      Please disclose whether the Highland Board considered the
consideration to be issued in
         transaction when recommending that the Business Combination be
approved by
         shareholders. If they did not, please revise to state as much and
provide an explanation as
         to why it was not considered.
30.      Considering your disclosure states that the Board considered certain
factors, including
         certain Compelling Financial Metrics and Valuation, tell us why you
have left the
         quantified amounts blank, as they should not be subject to change
after the Board has
         considered them.
31.      Elaborate upon the "Compelling Financial Metrics and Valuation" factor
to disclose the
         "corresponding trading multiple for certain companies that may be
deemed comparable to
         Packable....for which the Board observed median EV/Revenue
multiples..."
32.      Clarify your reference to "long-term blue chip shareholders" and
"permanent capital." If
 Ian Friedman
Highland Transcend Partners I Corp.
November 22, 2021
Page 6
         you are suggesting that certain of your investors have committed to
retaining an equity
         interest for a certain period of time, please revise to state as much.
33.      Please disclose whether the Highland Transcend Board also considered
Packable's Net
         Losses and management's and independent auditor's doubts as to
Packable's ability to
         continue as a going concern in making its determination to recommend
the transaction to
         shareholders. In this regard, we note that Packable has not generated
sufficient revenue
         from operations to fund its operations and has relied on funding
through a combination of
         equity financing, bank debt and previously, a revolving line of
credit. If the Highland
         Transcend Board did not consider this information, please revise to
state as much.
Redemption Rights, page 142

34.      We note that your sponsor has entered into the sponsor IPO letter
agreement with you
         pursuant to which your sponsor has agreed to waive its redemption
rights with respect to
         its founder shares and any public shares your sponsor may have
acquired after your IPO in
         connection with the completion of the business combination. We also
note that permitted
         transferees of your sponsor will be subject to the same obligations.
Please describe any
         consideration provided in exchange for this agreement.
35.      Please quantify the value of warrants, based on recent trading prices,
that may be retained
         by redeeming shareholders assuming maximum redemptions and identify
any material
         resulting risks.
36.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Please revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 185

37.      Please revise to disclose historical basic and diluted loss per share
and the related
         weighted average shares used to compute basic and diluted loss per
share on the face of
         the pro forma statements of operations. Please refer to Rule
11-02(a)(9) of Regulation S-
         X.
38.    Reference is made to adjustments (g) and (ff). Please tell and revise to
disclose the nature
       and amounts of costs being reflected as expenses and additional
paid-in-capital. In
       addition, explain to us how your accounting treatment complies with ASC
805-10-25-23.
FirstName LastNameIan Friedman
39.    Reference is made to adjustment (f). Please tell and revise to disclose
why
Comapany    NameHighland
       Packable's           Transcend
                   warrant liability wasPartners I Corp. Please also explain
how you considered
                                         derecognized.
       this 22,
November    in the proPage
                2021   forma
                           6 condensed combined statements of operations.
FirstName LastName
 Ian Friedman
FirstName LastNameIan  Friedman
Highland Transcend Partners I Corp.
Comapany 22,
November  NameHighland
              2021        Transcend Partners I Corp.
November
Page 7    22, 2021 Page 7
FirstName LastName
Conflicts of Interest, page 205

40.      We note the potential conflicts of interest set forth in this section.
Please clarify how the
         Highland Transcend Board considered those conflicts in negotiating and
recommending
         the business combination.
41.      Please expand your disclosure regarding the sponsor   s ownership
interest in the target
         company. Disclose the approximate dollar value of the interest based
on the transaction
         value and recent trading prices as compared to the price paid.
42.      Your charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Highland Transcend
Results of Operations, page 208

43.      Please revise to discuss results of operations for the period ended
December 31, 2020.
Business of Packable
Overview, page 211

44.      We note your statement that "[w]e are a leading data-driven,
multi-marketplace
         eCommerce-enablement platform, sitting at the intersection of brands,
marketplaces and
         customers." Please revise to disclose what metric you are using to
define your status
         as "leading" (ex. revenue, number of customers, etc.).
45.      We note your statements that "U.S. eCommerce sales continue to
accelerate and are
         expected to grow from $792 billion in 2020 to over $1 trillion by
2022, with a
         predominant share of those eCommerce sales occurring through Amazon
s and Walmart   s
         marketplace platforms" and "[g]lobally, eCommerce retail sales are
expected to grow from
         $4.3 trillion in 2020 to $5.4 trillion in 2022, with the largest
markets being China, the
         United States and the EU." Please revise to provide a source for such
statements.
46.      On page 212, please disclose the percent increase in net loss and
adjusted EBIDTA in
         2020 as compared to 2019 (and on page 226 for 2019 as compared to
2018), keeping the
         presentation consistent with how you present revenue and gross profit
for the same
         period.
47.      When making claims about your competitors, or general statements about
the
         market (such as, "[b]rands often lack the data and insights needed to
maximize revenue
         and optimize pricing and inventory, especially across multiple
marketplaces"), please
         provide sources, supplemental support, or recharacterize such
statements as your beliefs.
48.      We note that Packable has entered into contractual minimum purchase
commitments,
         which during the six months ended June 30, 2021, totaled $44.7
million. To the extent
         that any of these purchase commitments, or any contractual arrangement
with a brand
 Ian Friedman
Highland Transcend Partners I Corp.
November 22, 2021
Page 8
         partner represents a material agreement, please file such agreement as
an exhibit.
         Similarly, to the extent you have material agreements with your
marketplace partners,
         such as Amazon and Walmart, please file such agreements as exhibits.
Refer to Item
         601(b)(10) of Regulation S-K.
Industry Overview, page 212

49.      Of the approximate ten other 3P marketplaces in the United States in
2021, please disclose
         what market position Packable currently holds.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Packable
Key Performance Metrics, page 228

50.      Please accompany your presentation of Adjusted EBITDA % with an
equally prominent
         presentation of a comparable ratio calculated using GAAP amounts.
Refer to Item
         10(e)1(i)(A) of Regulation S-K.
Total Transactions, page 230

51.      We note that the definition of "Total Transactions" excludes any
returns. If applicable,
         please tell us how Packable treats any exchanges of products.
Comparison of Results of Operations, page 233

52.      Reference is made to you discussion of selling and distribution
expenses on page 234.
         You state that volumes increased. However, you disclose that total
transactions decreased
         when discussing revenue and cost of goods sold. Please revise or
explain why your
         disclosure is accurate.
Beneficial Ownership of Securities, page 260

53.      Please disclose the sponsor and its affiliates' total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities.
Financial Statements - Packable Holdings, LLC
Consolidated Statements of Operations and Comprehensive Loss, page F-4

54.    Reference is made to you presentation of gross profit here and elsewhere
in the
       document. All costs of revenue must be included in the calculation of
gross profit. Please
       tell us and disclose the nature of the direct and indirect costs of
revenue included in the
       calculation. Address costs to maintain and run your revenue generating
technology,
       equipment
FirstName           related Friedman
            LastNameIan     costs and any personnel-related costs.
Comapany
55.         NameHighland
       Reference   is made toTranscend  Partners of
                               your presentation  I Corp.
                                                    gross profit. Please tell
us your consideration
       of SAB   Topic
November 22, 2021 Page 811:B.
FirstName LastName
 Ian Friedman
FirstName LastNameIan  Friedman
Highland Transcend Partners I Corp.
Comapany 22,
November  NameHighland
              2021        Transcend Partners I Corp.
November
Page 9    22, 2021 Page 9
FirstName LastName
Notes to Audited Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Warrants Issued in Connection with Indebtedness, page F-11

56.      Please tell us why you determined the warrants should be accounted for
as liabilities
         referencing authoritative literature supporting your accounting
treatment.
Revenue Recognition, page F-14

57.      We note that you enter into retail agreements with brand partners to
offer a range of e-
         commerce solutions including to serve as an intermediary between
brands, marketplaces
         and customers with the objective of enabling your brand partners to
scale their sales on
         various third party marketplaces. Please provide us with your analysis
of how you
         determined whether you are acting as a principal or as an agent and
your consideration of
         disclosing your principal versus agent revenue recognition policy. We
refer you to ASC
         606-10-55-36 through 55-40.
11. Equity-Based Compensation, page F-28

58.      Please explain whether your incentive units, or any other grants or
awards, are subject to
         accelerated vesting conditions upon finalization of the proposed
business combination. If
         so, explain your consideration of including the accounting
implications here and in the pro
         forma information.
Financial Statements - Highland Transcend Partners I Corp.
Class A ordinary shares subject to possible redemption, page F-65

59.      We note in your Form 10-Q for the Quarterly Period Ended September 30,
2021 you
         "revised" your presentation to include all redeemable Class A ordinary
shares as
         temporary equity and plan to present this revision in a prospective
manner. Please explain
         why you should not restate in accordance with ASC 250. In doing so,
please provide us
         with your SAB 99 materiality analysis.
General

60.      It appears that Highland Transcend is incorporating by reference
previously filed
         documents as permitted by Items 12 and 13 of Form S-4. Tell us how
Highland
         Transcend is eligible to do so under those sections of Form S-4.
61.      We note that the Form of Warrant Agreement filed as exhibit 4.4 to the
Registration
         Statement on Form S-1 file on November 25, 2020, included an exclusive
forum provision
         in Section 9.3, whereas the Form of Warrant Agreement filed as exhibit
4.4 hyperlinked to
         this Form S-4 does not contain an exclusive forum provision. Please
advise. To the
         extent the Form of Warrant Agreement does include an exclusive forum
provision, please
         revise your Form S-4 to include the relevant disclosure in the Risk
Factors and
         Description of Securities sections. Separately, please include a
description of the
 Ian Friedman
Highland Transcend Partners I Corp.
November 22, 2021
Page 10
      exclusive forum provision set forth in New Packable's organization
documents in your
      Description of Securities section.
        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 Scott Stringer at (202) 551-3272 or Adam Phippen at
(202) 551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.



                                                           Sincerely,
FirstName LastNameIan Friedman
                                                           Division of
Corporation Finance
Comapany NameHighland Transcend Partners I Corp.
                                                           Office of Trade &
Services
November 22, 2021 Page 10
cc:       Derek Dostal
FirstName LastName