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United States securities and exchange commission logo
May 18, 2022
Chinh Chu
Chief Executive Officer
Vector Holding, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re: Vector Holding, LLC
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 22,
2022
File No. 333-262203
Dear Mr. Chu:
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 April
14, 2022 letter.
Amendment No. 2 to Form S-4 Filed April 22, 2022
Material U.S. Federal Income Tax Consequences of the Domestication
Merger, page 188
1. We note your disclosure
in response to comment 7. Given that "Kirkland & Ellis LLP is
unable to opine on the
application of Section 367(b)" due to the "inherently factual nature
of the tests under the
applicable Treasury Regulations to determine the applicability of
Section 367(b) of the
Code to any particular U.S. Holder, and the fact that these tests are
generally applied based
on the relevant facts at the time of the completion of the
Domestication Merger,"
revise your disclosure to discuss the possible alternatives to
investors of the
effects of Section 367(b) and include a new risk factor describing the risks
to investors of such
alternatives. Revise your tax opinion to cover the statement quoted
above, the discussion
of possible alternatives of the effects of Section 367(b), and the new
Chinh Chu
Vector Holding, LLC
May 18, 2022
Page 2
risk factor. Refer to Section III.C.1 of Staff Legal Bulletin No. 19.
Exhibit 5.1
2. With a view toward disclosure, please explain the reference to Maples
and Calder in
assumption (d).
General
3. We note that Citigroup and Credit Suisse were underwriters for the
initial public offering
of the SPAC and serve as co-placement agents with respect to the PIPE
Financing in
connection with the business transaction. Given press reports that
Citigroup and Credit
Suisse are pausing their participation in the SPAC market, please tell
us, with a view to
disclosure, whether you have received notice from any such firms about
ceasing
involvement in your transaction and how that may impact the business
combination or the
deferred underwriting compensation owed to them for the SPAC s
initial public offering.
You may contact Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
FirstName LastNameChinh Chu Sincerely,
Comapany NameVector Holding, LLC
Division of
Corporation Finance
May 18, 2022 Page 2 Office of Trade
& Services
FirstName LastName