![]() |
ROPES & GRAY LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036-8704
WWW.ROPESGRAY.COM
|
Attention:
|
Christopher Dunham; Pam Howell
|
Re:
|
Sculptor Acquisition Corp I
|
Registration Statement on Form S-1
|
|
Filed October 15, 2021
|
|
File No. 333-260302
|
Securities and Exchange Commission
|
- 2 -
|
November 19, 2021
|
1. |
We note the disclosure on the cover page regarding the ability to extend the time period to complete the
initial business combination. Your disclosure appears to provide two separate extensions. Please provide clear disclosure throughout the prospectus of the interplay of these two extensions and the differences. For instance, clarify whether
the sponsor is required to deposit additional funding into the trust account to extend the offering if the company has entered into a letter of intent, agreement in principle or definitive agreement. In addition, please provide clear
disclosure each place you discuss the extensions that public shareholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension, such as in the definition of the completion window on
page 1. Lastly, please reconcile the summary risk factor disclosure on page 45 and the risk factor on page 58, which references only 2 extensions of 3 months each, with the cover page disclosure,
which reflects a maximum of 3 extensions of 3 months each.
|
1. |
We note the auditor's consent refers to their report dated June 4, 2021 but the report included on page F-2 does not include this date. Please include an updated
consent in your next amendment that refers to the appropriate audit report date.
|
Securities and Exchange Commission
|
- 3 -
|
November 19, 2021
|
Very truly yours,
|
|
/s/ Michael R. Littenberg
|
|
Michael R. Littenberg
|
cc: |
Steven Orbuch (Sculptor Acquisition Corp I)
|