1027-00001 · Client 1027 · SEC Filings

sec-comment-response-round-1.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Counselors at Law

425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

December 17, 2021

VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549

Attention: Mr. Jonathan Eckhardt and Ms. Carolyn Whitfield

Division of Corporation Finance

Re: Pellegrino Hospitality Acquisition Corp. Registration Statement on Form S-1 Filed October 29, 2021 File No. 333-260847 CIK No. 0001937482

Dear Mr. Eckhardt and Ms. Whitfield:

This letter is submitted on behalf of our client, Pellegrino Hospitality Acquisition Corp. ("PHAC" or the "Company"), a blank-check company organized under the laws of the State of Delaware, CIK No. 0001937482, in response to the comment letter of the Staff of the Division of Corporation Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission"), dated December 3, 2021 (the "Comment Letter"), relating to the Company's Registration Statement on Form S-1 (File No. 333-260847) initially filed with the Commission on October 29, 2021 (the "Registration Statement"). Calderwood & Harkness LLP serves as issuer's counsel to the Company and its sponsor, Pellegrino Capital Group LLC ("PCG" or the "Sponsor"), in connection with the Registration Statement and the transactions contemplated thereby.

Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to the Registration Statement ("Amendment No. 1" or the "S-1/A") with the Commission on December 17, 2021, which reflects revisions made in response to each of the Staff's comments set forth in the Comment Letter, as well as certain other updates and corrections.

For the convenience of the Staff, the text of each of the Staff's comments from the Comment Letter is set forth below in bold and italicized text, followed immediately by the Company's response. Unless otherwise indicated, all page references in this response letter are to the pages of the marked copy of Amendment No. 1 filed concurrently herewith, which has been marked to show changes from the Registration Statement as initially filed on October 29, 2021. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Amendment No. 1.

Comment 1 — Cover Page / Prospectus Summary: Description of Blank-Check Company Status

*1. Please revise the cover page and prospectus summary to more prominently disclose that PHAC is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, and to clarify that the Company has not yet identified any specific business combination target.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised the cover page and the prospectus summary section of Amendment No. 1 to more prominently disclose the Company's blank-check company status.

Specifically, the cover page of Amendment No. 1 now includes the following prominent disclosure immediately beneath the Company name and offering title:

"Pellegrino Hospitality Acquisition Corp. is a blank-check company incorporated as a Delaware corporation on September 30, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company has not identified any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive negotiations, directly or indirectly, with any potential target business regarding an initial business combination."

In addition, the Company has revised the prospectus summary, beginning on page 1 of Amendment No. 1, to include substantially similar disclosure in the opening paragraph and to further clarify that the Company's efforts in identifying a prospective target business will be focused on companies operating in the hospitality and leisure sector, including but not limited to hotels, resorts, restaurants, food and beverage platforms, entertainment venues, travel technology companies, and related service businesses. The revised prospectus summary also makes clear that there can be no assurance that the Company will be able to identify a suitable target or consummate a business combination within the applicable timeframe.

The Company believes that the revised disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, Cover Page and pages 1–4 of the marked copy.

Comment 2 — Risk Factors: Risks Related to SPAC Structure and Business Combination Timeline

*2. Please expand your risk factor disclosure regarding the limited time period within which the Company must consummate an initial business combination, including the specific deadline, any available extension mechanisms, and the consequences to public stockholders if the Company fails to complete a business combination within the prescribed timeframe, including the mandatory liquidation and return of trust funds.*

Response:

The Company respectfully acknowledges the Staff's comment and has enhanced its risk factor disclosures in Amendment No. 1 to provide additional detail regarding the limited time period to consummate an initial business combination and the consequences of failing to do so.

The revised risk factor disclosures now include the following expanded discussion:

Business Combination Deadline. The Company has an 18-month deadline from the closing of the IPO to consummate an initial business combination. Based on the anticipated IPO closing date, this deadline would fall on or about August 4, 2023. If the Company is unable to consummate an initial business combination within the initial 18-month period, the Company's amended and restated certificate of incorporation provides for an extension mechanism pursuant to which the Sponsor (or its designees) may deposit into the trust account, for each additional three-month extension period, an amount equal to $0.10 per share of Class A common stock then outstanding, which would extend the deadline by up to an additional six months, for a maximum total period of 24 months from the closing of the IPO, or on or about February 4, 2024.

Consequences of Failure to Consummate a Business Combination. If the Company does not consummate an initial business combination within the applicable timeframe (including any extensions), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Company's remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.

The revised risk factors further disclose the risk that the Company may not be able to find a suitable target business within the hospitality and leisure sector within the prescribed timeframe, given the specialized nature of the Company's sector focus, and that competitive dynamics, the need for regulatory approvals (including antitrust clearance and, in certain cases, gaming or liquor licensing approvals), adverse macroeconomic conditions (including the ongoing effects of the COVID-19 pandemic on the hospitality sector), rising interest rates, and other factors may delay or prevent the completion of an initial business combination. The risk factor also notes that the Sponsor is under no obligation to deposit extension payments into the trust account, and that if the Sponsor elects not to fund such extension payments, the Company would be required to liquidate at the end of the initial 18-month period.

The Company believes that the revised risk factor disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 28–32 of the marked copy.

Comment 3 — Risk Factors: Risks Related to Conflicts of Interest Involving Sponsor and Officers/Directors

*3. Please expand your risk factor disclosure to more fully address the potential conflicts of interest involving the Sponsor, Pellegrino Capital Group LLC, and the Company's officers and directors, including the familial relationships among certain insiders, the differing economic interests between the Sponsor and public stockholders, and the incentives created by the Sponsor's acquisition of Founder Shares and Private Placement Warrants at prices significantly below the public offering price.*

Response:

The Company respectfully acknowledges the Staff's comment and has added enhanced risk factor disclosure in Amendment No. 1 to more comprehensively address the potential conflicts of interest involving the Sponsor and the Company's officers and directors.

The revised risk factor disclosures now include the following expanded discussion:

Dual Roles and Familial Relationships. Marco A. Pellegrino serves as both the Managing Member and Founder of the Sponsor, Pellegrino Capital Group LLC, and as the Chairman and Chief Executive Officer of PHAC. In these dual capacities, Mr. Pellegrino owes fiduciary duties to both the Sponsor and its investors, on the one hand, and to PHAC and its public stockholders, on the other. These duties may conflict in certain circumstances, including in connection with the evaluation, negotiation, and consummation of an initial business combination. Additionally, Daniella R. Pellegrino, who serves as the President and Chief Financial Officer of PHAC, is the daughter of Marco A. Pellegrino. Ms. Pellegrino, age 31, holds a Master of Business Administration degree and previously served as a hospitality sector investment banker at a major financial institution. While her experience is highly relevant to the Company's stated hospitality and leisure focus, her familial relationship with Mr. Pellegrino creates an additional layer of potential conflicts, as both individuals have personal and financial interests that may not be fully aligned with the interests of public stockholders. Vincent Abruzzi, who serves as Chief Operating Officer of PHAC, age 54, has prior experience as a Senior Vice President of operations at a publicly traded hotel real estate investment trust. Mr. Abruzzi may continue to have relationships and business dealings with entities in the hospitality sector that could present conflicts in connection with the identification or evaluation of potential target businesses.

Sponsor Economics. The Sponsor acquired an aggregate of 3,750,000 shares of Class B common stock (the "Founder Shares") for an aggregate purchase price of $25,000, or approximately $0.0067 per Founder Share. These Founder Shares will have a significantly higher implied value if the Company consummates an initial business combination. For example, assuming no value is attributed to the Founder Shares at the time of the IPO and that the Company's Class A common stock trades at $10.00 per share upon consummation of a business combination, the 3,750,000 Founder Shares would have an aggregate implied value of $37,500,000, representing a return on the Sponsor's $25,000 investment of approximately 149,900%. This substantial potential return creates a significant financial incentive for the Sponsor and the Company's insiders to complete an initial business combination, even if such business combination may not be in the best interests of public stockholders or may be on terms that would not otherwise be agreed to by an arm's-length acquiror.

Private Placement Warrants. In addition, the Sponsor has agreed to purchase 5,500,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,500,000, in a private placement that will close simultaneously with the closing of the IPO. If the Company does not consummate an initial business combination within the applicable timeframe, the Private Placement Warrants will expire worthless and the Sponsor will lose the full $5,500,000 investment. This creates a further incentive for the Sponsor to consummate a business combination, which may conflict with the interests of public stockholders who may prefer that the trust account be liquidated and returned to them.

Other Potential Conflicts. Certain of the Company's officers and directors may, in the future, become affiliated with, or serve on the boards of directors of, other entities, including other special purpose acquisition companies or operating companies in the hospitality and leisure sector. Such affiliations could create conflicts of interest in connection with the sourcing and evaluation of potential business combination targets. The Company's amended and restated certificate of incorporation will provide that the doctrine of corporate opportunity will not apply with respect to the Company and that the Company renounces any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Company's officers, directors, or stockholders, subject to certain limited exceptions.

The Company believes that the revised risk factor disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 32–38 of the marked copy.

Comment 4 — Dilution: Analysis of Sponsor Economics and Public Stockholder Dilution

*4. Please provide enhanced quantitative dilution disclosure, including a tabular presentation of the effective cost per share paid by the Sponsor for its Founder Shares compared to the $10.00 per Unit public offering price paid by public investors, and a discussion of the dilutive impact on public stockholders in connection with the business combination.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised and expanded the "Dilution" section of Amendment No. 1 to provide a more comprehensive quantitative analysis of the Sponsor's economics relative to public stockholders.

The revised dilution section now includes the following enhanced disclosures:

Tabular Comparison of Effective Cost Per Share. Amendment No. 1 now includes a tabular presentation comparing:

The revised section further discloses that the 3,750,000 Founder Shares represent 20.0% of the total post-IPO outstanding shares, calculated as 3,750,000 Class B shares out of a total of 18,750,000 shares outstanding (consisting of 15,000,000 shares of Class A common stock and 3,750,000 shares of Class B common stock), assuming no exercise of the over-allotment option. Up to 487,500 Founder Shares are subject to forfeiture by the Sponsor if the underwriters' over-allotment option is not exercised in full, in order to maintain the Sponsor's 20.0% ownership ratio relative to the total outstanding shares following the IPO.

Implied Value of Founder Shares. The revised dilution section also includes a quantitative illustration showing the implied value of the Founder Shares at various illustrative enterprise values upon consummation of a business combination:

The table above reflects the aggregate investment by the Sponsor of $5,525,000, consisting of $25,000 for the 3,750,000 Founder Shares and $5,500,000 for the 5,500,000 Private Placement Warrants, representing the Sponsor's total at-risk capital.

Dilutive Impact of Warrants. The revised dilution section also addresses the dilutive impact on public stockholders of the exercise of the 7,500,000 public warrants (issued as part of 15,000,000 Units at a rate of one-half of one warrant per Unit in the base offering) and the 5,500,000 Private Placement Warrants, in each case exercisable at $11.50 per share of Class A common stock, for an aggregate of 13,000,000 additional shares of Class A common stock. The dilution section discloses that, assuming the exercise in full of all outstanding warrants, the total outstanding shares of Class A common stock would increase from 15,000,000 to 28,000,000, representing approximately 87.5% dilution to the public stockholders' Class A ownership position (from 15,000,000 out of 18,750,000 total shares to 28,000,000 out of 31,750,000 total shares, with Class B shares remaining at 3,750,000 subject to conversion upon a business combination).

The Company believes that the revised dilution disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 43–48 of the marked copy, including the tables referenced above.

Comment 5 — Proposed Business / Business Combination Process: Criteria and Strategy

*5. Please provide more detailed disclosure regarding the criteria that the Company and its management team will use to evaluate prospective target businesses in the hospitality and leisure sector, and describe in greater detail the Company's anticipated process for identifying, evaluating, and consummating a business combination.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised the "Proposed Business" section of Amendment No. 1 to provide significantly enhanced disclosure regarding the Company's business combination strategy, evaluation criteria, and anticipated process.

Sector Focus and Management Expertise. The revised Proposed Business section now provides expanded disclosure regarding the Company's focus on the hospitality and leisure sector and the basis for such focus. In particular, Amendment No. 1 describes how the Company intends to leverage the substantial and complementary experience of its management team, including:

Marco A. Pellegrino, Chairman and Chief Executive Officer — Mr. Pellegrino is a third-generation hotelier with over 30 years of experience in the hospitality industry. He served as the Chief Executive Officer of a luxury resort chain with properties throughout the southeastern United States and the Caribbean prior to founding PCG in 2009. Under Mr. Pellegrino's leadership, PCG has grown to manage approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles.

Daniella R. Pellegrino, President and Chief Financial Officer — Ms. Pellegrino is a former hospitality sector investment banker who, prior to joining the Company, was a Vice President in the Real Estate, Lodging & Leisure Investment Banking group at a major financial institution, where she executed advisory and capital markets transactions aggregating over $4.5 billion in enterprise value in the hospitality and leisure sector.

Vincent Abruzzi, Chief Operating Officer — Mr. Abruzzi is a seasoned hospitality operations executive who served as Senior Vice President of Operations at a publicly traded hotel real estate investment trust with a portfolio of over 120 properties across 28 states. Mr. Abruzzi's operational expertise is expected to be particularly valuable in evaluating target companies' operational efficiency, asset quality, and value-creation opportunities.

The revised section also highlights the expertise of the Company's independent directors:

Constance Liu-Harmon, Independent Director — Ms. Liu-Harmon, age 49, is a former managing director of a hospitality-focused private equity fund where she led investments in hotel, resort, and mixed-use hospitality platforms in North America and Asia-Pacific. She brings significant experience in private equity transaction structuring, portfolio management, and value creation within the hospitality sector.

Dr. Rafael Espinosa, Independent Director — Dr. Espinosa, age 62, is an academic and former chairman of a resort development company that developed and operated luxury resort properties in Mexico and the Caribbean. He currently serves as a professor of hospitality management at a leading university and brings a unique perspective on emerging trends, consumer behavior, and innovation in the hospitality industry.

Judith Anne Sorrento, Independent Director — Ms. Sorrento, age 55, is a former general counsel of a luxury cruise line operator where she oversaw all legal, regulatory, and compliance matters, including international regulatory compliance, maritime law, and complex commercial transactions. Her legal and governance expertise is expected to be valuable in evaluating regulatory risks associated with potential target businesses.

Evaluation Criteria. The revised Proposed Business section further discloses the specific criteria that the Company and its management team will use to evaluate prospective target businesses, including:

(a) enterprise value of the target relative to the Company's available resources and capital structure;

(b) growth profile, including historical revenue and earnings trends, expected future growth trajectory, and expansion opportunities;

(d) quality, depth, and track record of the target's management team;

(e) potential for operational improvements, including revenue optimization, cost rationalization, and technology-driven efficiencies;

(f) geographic diversification, both domestic and international, within the hospitality sector; and

(g) alignment with the Company's strategy and the ability to create long-term stockholder value.

The Sponsor's Platform. The revised section also provides additional detail regarding the Sponsor's platform. PCG is headquartered at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102, and currently manages approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles. The Company expects to benefit from the Sponsor's extensive network of relationships with hospitality industry owners, operators, developers, lenders, and advisors in identifying and evaluating potential business combination targets.

Anticipated Business Combination Process. Amendment No. 1 also includes an expanded description of the Company's anticipated business combination process, including:

(i) Sourcing: The Company will source potential business combination opportunities primarily through the management team's and the Sponsor's extensive network of relationships in the hospitality and leisure sector, as well as through outreach to investment banks, financial advisors, industry consultants, and other intermediaries. The Company may also receive unsolicited proposals from potential targets or their advisors.

(ii) Engagement of Advisors: The Company expects to engage one or more investment banks, financial advisors, and/or other professional advisors to assist with the identification, evaluation, structuring, and negotiation of potential business combinations.

(iii) Due Diligence: The Company will conduct comprehensive due diligence on potential target businesses, including financial, legal, tax, regulatory, operational, commercial, and environmental due diligence, as well as background checks on key personnel.

(iv) Stockholder Approval and Redemption: The Company will submit any proposed business combination to its stockholders for approval in accordance with applicable law and the Company's amended and restated certificate of incorporation. In connection with any such vote, holders of public shares of Class A common stock will have the right to redeem their shares for a pro rata portion of the amount then on deposit in the trust account, subject to the conditions and limitations set forth in the Company's organizational documents.

The Company believes that the revised Proposed Business disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 54–63 of the marked copy.

Comment 6 — Trust Account: Investment of Trust Proceeds and Release Conditions

*6. Please clarify the disclosure regarding the trust account, including the specific amount to be deposited into the trust, the identity and qualifications of the trustee, the permissible investments of trust funds, and the specific conditions under which funds held in the trust account may be released.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised the trust account disclosure in Amendment No. 1 to provide greater specificity regarding each of the items identified in the Staff's comment.

The revised trust account disclosure now specifies the following:

Trustee. Atlantic Seaboard Trust Company, N.A., a national banking association chartered by the Office of the Comptroller of the Currency, headquartered at 100 Federal Street, Suite 2200, Boston, Massachusetts 02110, will serve as the trustee (the "Trustee") of the trust account established for the benefit of the Company's public stockholders, pursuant to an Investment Management Trust Agreement (the "Trust Agreement") to be entered into between the Company and the Trustee on the date of the final prospectus.

Amount Deposited. At the closing of the IPO, an aggregate of approximately $152,500,000 will be deposited into the trust account, calculated as follows:

In addition, $5,250,000 representing the deferred underwriting commission (3.5% of $150,000,000 gross IPO proceeds) will be held in the trust account and will be payable to Meridian Tidewater Securities LLC solely upon the consummation of an initial business combination. If no business combination is consummated within the applicable timeframe, the deferred underwriting commission will be forfeited by the underwriters and will be included in the liquidation distribution to holders of public shares.

In the event of the full exercise of the underwriters' over-allotment option to purchase up to 2,250,000 additional Units at $10.00 per Unit (representing up to $22,500,000 in additional gross proceeds), the additional proceeds from the sale of such Units, less proportional upfront underwriting discounts, would be deposited into the trust account at the closing of the over-allotment.

Permissible Investments. Funds held in the trust account will be invested only in United States government treasury obligations with maturities of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended, that invest solely in direct United States government treasury obligations. Such investments are intended to minimize the risk of loss of principal and to ensure that the Company does not become subject to regulation as an investment company under the Investment Company Act of 1940.

Trust Release Conditions. Funds held in the trust account will not be released except upon the occurrence of one of the following events:

(i) the completion of the Company's initial business combination, at which time the funds will be released to fund the consideration payable in connection therewith (including payment of the deferred underwriting commission) and for general corporate purposes;

(ii) the redemption of shares of Class A common stock held by public stockholders who properly exercise their redemption rights in connection with a stockholder vote on a proposed initial business combination or in connection with a tender offer conducted by the Company in lieu of a stockholder meeting; or

(iii) the liquidation of the Company if no initial business combination is consummated within the applicable timeframe, in which event the amounts held in the trust account (including interest earned thereon, less taxes payable and up to $100,000 of interest to pay dissolution expenses) will be distributed pro rata to the holders of shares of Class A common stock.

The Company believes that the revised trust account disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 63–68 of the marked copy.

Comment 7 — Management: Board Composition and Independent Director Qualifications

*7. Please provide additional detail regarding the qualifications and relevant experience of each director and officer, particularly the independent directors, and discuss how each individual's background and expertise relates to the Company's stated focus on the hospitality and leisure sector.*

Response:

The Company respectfully acknowledges the Staff's comment and has enhanced the "Management" section of Amendment No. 1 with more detailed biographical information for each officer and director, together with an express discussion of how each individual's experience is relevant to the Company's stated hospitality and leisure sector focus.

The revised Management section now includes the following expanded biographical disclosure:

Marco A. Pellegrino, age 58, Chairman of the Board and Chief Executive Officer. Mr. Pellegrino has served as Chairman of the Board and Chief Executive Officer of the Company since its inception on September 30, 2021. Mr. Pellegrino is a third-generation hotelier whose family has been involved in the hospitality industry for over 75 years. Prior to founding PCG in 2009, Mr. Pellegrino served as Chief Executive Officer of Pellegrino Luxury Resorts, Inc., a luxury resort chain with 14 properties located throughout the southeastern United States and the Caribbean, from 1997 to 2008. Under his leadership, Pellegrino Luxury Resorts grew from four properties to 14 properties and increased annual revenue from approximately $85 million to over $380 million. Mr. Pellegrino also serves as Managing Member and Founder of PCG. His deep industry relationships, operational experience, and investment acumen are expected to be highly valuable in identifying, evaluating, negotiating, and managing the Company's initial business combination. Mr. Pellegrino holds a B.S. in Hospitality Administration from Cornell University and an M.B.A. from the Wharton School of the University of Pennsylvania.

Daniella R. Pellegrino, age 31, President and Chief Financial Officer. Ms. Pellegrino has served as President and Chief Financial Officer of the Company since its inception on September 30, 2021. She is the daughter of Marco A. Pellegrino. Prior to joining the Company, Ms. Pellegrino was a Vice President in the Real Estate, Lodging & Leisure Investment Banking group of a major financial institution from 2016 to 2021, where she advised hotel, resort, and leisure clients on mergers and acquisitions, capital raises, and strategic alternatives, executing transactions with an aggregate enterprise value exceeding $4.5 billion. Ms. Pellegrino's investment banking experience, financial modeling capabilities, and deep understanding of capital markets within the hospitality sector are expected to be critical in structuring and executing the Company's initial business combination. Ms. Pellegrino holds a B.A. in Economics from Georgetown University and an M.B.A. from Columbia Business School.

Vincent Abruzzi, age 54, Chief Operating Officer. Mr. Abruzzi has served as Chief Operating Officer of the Company since its inception on September 30, 2021. Prior to joining the Company, Mr. Abruzzi served as Senior Vice President of Operations at a publicly traded hotel real estate investment trust with a portfolio of over 120 properties across 28 states from 2011 to 2021. In that capacity, Mr. Abruzzi oversaw day-to-day property operations, brand management relationships, capital expenditure programs, and property-level financial performance. He also served as a member of the company's investment committee. Mr. Abruzzi's extensive experience in hospitality operations and property management is expected to be invaluable in evaluating the operational quality and value-creation potential of prospective target businesses. Mr. Abruzzi holds a B.S. in Hotel Administration from Cornell University.

Constance Liu-Harmon, age 49, Independent Director. Ms. Liu-Harmon has served as an independent director of the Company since its inception on September 30, 2021. Ms. Liu-Harmon is a former managing director of a hospitality-focused private equity fund, where she led investments in hotel, resort, and mixed-use hospitality platforms in North America and the Asia-Pacific region from 2005 to 2019, overseeing over $1.8 billion in aggregate equity investments. She currently serves on the boards of two privately held hospitality technology companies. Ms. Liu-Harmon's experience in private equity transaction structuring, portfolio management, and value creation within the hospitality sector is directly relevant to the Company's objective of identifying and consummating a business combination with a hospitality and leisure company. Ms. Liu-Harmon holds a B.A. from Yale University and an M.B.A. from Harvard Business School. The Board has determined that Ms. Liu-Harmon qualifies as an "independent director" under the rules of the Nasdaq Stock Market.

Dr. Rafael Espinosa, age 62, Independent Director. Dr. Espinosa has served as an independent director of the Company since its inception on September 30, 2021. Dr. Espinosa is an academic who currently serves as a Professor of Hospitality Management at a leading university. He also served as Chairman of the Board of a resort development company that developed and operated luxury resort properties in Mexico and the Caribbean from 2002 to 2015. Dr. Espinosa has published extensively on topics related to hospitality industry trends, consumer behavior, sustainability in resort development, and innovation in travel and tourism. His academic and industry experience provides a unique perspective on emerging trends, market dynamics, and strategic opportunities in the hospitality and leisure sector. Dr. Espinosa holds a Ph.D. in Business Administration from the University of Michigan and an M.B.A. from INSEAD. The Board has determined that Dr. Espinosa qualifies as an "independent director" under the rules of the Nasdaq Stock Market.

Judith Anne Sorrento, age 55, Independent Director. Ms. Sorrento has served as an independent director of the Company since its inception on September 30, 2021. Ms. Sorrento is a former general counsel of a luxury cruise line operator, where she served from 2008 to 2020, overseeing all legal, regulatory, and compliance matters, including international regulatory compliance, maritime law, environmental regulation, labor and employment matters, and complex commercial transactions. Prior to that role, Ms. Sorrento was a partner in the corporate department of a major international law firm. Her legal and governance expertise, particularly in the areas of regulatory compliance and complex commercial transactions involving hospitality and leisure companies, is expected to be highly valuable in evaluating the legal and regulatory risks associated with potential target businesses. Ms. Sorrento holds a J.D. from New York University School of Law and a B.A. from the University of Virginia. The Board has determined that Ms. Sorrento qualifies as an "independent director" under the rules of the Nasdaq Stock Market.

The revised Management section expressly ties each individual's qualifications and experience to the Company's hospitality and leisure sector focus, as requested by the Staff.

The Company believes that the revised Management disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 72–80 of the marked copy.

Comment 8 — Financial Statements: Warrant Accounting and Classification

*8. In light of recent SEC Staff guidance regarding the accounting for warrants issued by special purpose acquisition companies, please provide disclosure regarding whether the Company's warrants — both the public warrants and the Private Placement Warrants — will be classified as equity instruments or as liabilities under ASC 815-40 (Derivatives and Hedging — Contracts in Entity's Own Equity), the basis for such classification, and, if classified as liabilities, the impact on the Company's financial statements.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised the financial statement notes, related risk factor disclosures, and critical accounting policy disclosures in Amendment No. 1 to comprehensively address the accounting classification of the Company's warrants in light of recent SEC Staff guidance, including the SEC Staff's April 12, 2021 public statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies.

Analysis Under ASC 815-40. The Company has conducted a thorough analysis of the terms of both the 7,500,000 public warrants to be issued as part of the Units in the IPO and the 5,500,000 Private Placement Warrants to be issued to the Sponsor in the concurrent private placement, in each case under the framework of ASC 815-40, Derivatives and Hedging — Contracts in Entity's Own Equity.

The Company's analysis considered, among other factors, the following features of the warrants that bear on the classification determination:

(a) Redemption Provisions. The public warrants include a provision allowing the Company to redeem the warrants for $0.01 per warrant if the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period. The Private Placement Warrants are not redeemable by the Company so long as they are held by the initial purchaser or its permitted transferees.

(b) Cashless Exercise Provisions. The Private Placement Warrants include a cashless exercise feature that permits the holder to surrender such warrants and receive a number of shares of Class A common stock determined by a formula based on the fair market value of the Class A common stock. The public warrants include a cashless exercise provision that is triggered only in certain limited circumstances, including if a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective within a specified period.

(c) Differing Terms Between Public Warrants and Private Placement Warrants. The Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of the Company's initial business combination (subject to certain limited exceptions) and include the non-redemption and cashless exercise features described above. These differing terms between the two classes of warrants are relevant to the analysis of whether the warrants meet the criteria for equity classification under ASC 815-40-25.

Classification Conclusion. Based on the Company's analysis under ASC 815-40, conducted in consultation with the Company's independent registered public accounting firm, Whitmore, Linden & Pratt LLP (a firm registered with the Public Company Accounting Oversight Board, headquartered at 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131; engagement partner Gerald Okonkwo, CPA), the Company has concluded that certain features of the warrants — including the potential for differing settlement amounts depending on the characteristics or status of the holder — preclude equity classification for both the public warrants and the Private Placement Warrants. Accordingly, the Company has determined that both the public warrants and the Private Placement Warrants should be classified as liabilities and measured at fair value on the Company's balance sheet, with changes in fair value recognized in the Company's statement of operations at each reporting period.

Financial Statement Impact. The notes to the financial statements included in Amendment No. 1 have been revised to reflect the liability classification of the warrants. Specifically:

(i) The warrants will be recorded at their fair value on the date of issuance as a warrant liability on the Company's balance sheet.

(ii) At each subsequent reporting period, the warrant liability will be remeasured at fair value, with changes in fair value recognized as a non-cash gain or loss in the Company's statement of operations. Increases in the fair value of the warrants will result in a charge to the statement of operations, while decreases in fair value will result in a benefit.

(iii) The Company will utilize a combination of observable market data (for the publicly traded warrants, once listed) and valuation techniques, including the Black-Drubeck option pricing model or a Monte Carlo simulation, to estimate the fair value of the warrants at each reporting date.

Additional Risk Factor. Amendment No. 1 also includes an additional risk factor regarding the potential impact of future changes in accounting standards or SEC Staff guidance regarding the accounting classification of SPAC warrants, including the risk that changes in applicable guidance could require the Company to restate its previously issued financial statements or reclassify the warrants, which could have a material effect on the Company's reported financial condition and results of operations.

The Company believes that the revised financial statement disclosures, notes, risk factors, and critical accounting policy disclosures in Amendment No. 1 fully address the Staff's comment. See Amendment No. 1, pages 81–86, F-8 through F-14, and F-18 through F-22 of the marked copy.

Comment 9 — Underwriting: Clarification of Compensation Structure

*9. Please clarify the underwriting compensation structure, including the total amount of the upfront discount and the deferred commission, and confirm whether the deferred commission is contingent solely upon the consummation of an initial business combination.*

Response:

The Company respectfully acknowledges the Staff's comment and has revised the "Underwriting" section of Amendment No. 1 to provide clearer and more comprehensive disclosure regarding the underwriting compensation structure.

The revised underwriting section now includes the following disclosures:

Lead Underwriter and Book-Running Manager. Meridian Tidewater Securities LLC, a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with principal offices at 277 Park Avenue, 38th Floor, New York, New York 10172, is acting as the lead underwriter and sole book-running manager for the IPO.

Co-Manager. Brindoval Partners Capital LLC, a FINRA member firm with principal offices at 600 Lexington Avenue, 21st Floor, New York, New York 10022, is acting as co-manager for the IPO.

Underwriting Compensation Structure. The total underwriting compensation in connection with the IPO is as follows:

The upfront underwriting discount of $3,000,000, representing 2.0% of the gross IPO proceeds of $150,000,000, will be paid to Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC upon the closing of the IPO. The deferred underwriting commission of $5,250,000, representing 3.5% of the gross IPO proceeds of $150,000,000, will be deposited in the trust account at Atlantic Seaboard Trust Company, N.A. upon the closing of the IPO and will be payable to the underwriters solely upon the consummation of an initial business combination. If the Company does not consummate an initial business combination within the applicable timeframe, the deferred underwriting commission will be forfeited by the underwriters and will be included in the liquidating distribution to holders of public shares of Class A common stock.

Over-Allotment Option. The Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 2,250,000 Units at the public offering price of $10.00 per Unit, representing up to $22,500,000 in additional gross proceeds. If the over-allotment option is exercised in full, the upfront underwriting discount would increase by $450,000 (2.0% × $22,500,000) and the deferred underwriting commission would increase by $787,500 (3.5% × $22,500,000), resulting in total underwriting compensation of $9,487,500 (5.5% of $172,500,000 in total gross proceeds).

Underwriters' Counsel. Garrison Whitfield LLP, with principal offices at 51 West 52nd Street, New York, New York 10019, is acting as counsel to the underwriters in connection with the IPO.

The Company believes that the revised underwriting disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 92–96 of the marked copy.

Comment 10 — General: Undertakings and Compliance with Regulation S-K

*10. Please confirm that the Company will comply with all applicable undertakings under Item 512 of Regulation S-K and revise the undertakings section of the Registration Statement as applicable to blank-check company offerings subject to Rule 419 under the Securities Act.*

Response:

The Company respectfully acknowledges the Staff's comment and hereby confirms that the Company will comply with all applicable undertakings under Item 512 of Regulation S-K in connection with the Registration Statement and the offering of Units thereunder.

The undertakings section of Part II of Amendment No. 1 has been revised to include all undertakings applicable to a blank-check company offering, including but not limited to:

(a) the undertaking to file post-effective amendments to the Registration Statement as required under Rule 462(b) and otherwise as needed to keep the Registration Statement current and effective during the distribution of the securities offered thereunder;

(b) the undertaking that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c) the undertaking to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering;

(d) the undertaking regarding indemnification of directors, officers, and controlling persons of the registrant against liabilities arising under the Securities Act; and

(e) all other undertakings required by Item 512 as applicable to the Company's offering.

The Company believes that the revised undertakings section in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, Part II, Item 17, pages II-2 through II-5 of the marked copy.

Closing

The Company believes that it has fully and completely addressed each of the Staff's comments set forth in the Comment Letter dated December 3, 2021. The Company respectfully requests the Staff's prompt review of Amendment No. 1, filed concurrently herewith on December 17, 2021, and respectfully requests acceleration of the effectiveness of the Registration Statement at the earliest practicable date. The Company notes that it intends to request that the Registration Statement be declared effective in advance of the anticipated commencement of the roadshow for the IPO in January 2022.

We would welcome the opportunity to discuss any remaining questions or concerns with the Staff at their convenience. Pellegrino Hospitality Acquisition Corp. has authorized Calderwood & Harkness LLP to communicate on its behalf regarding the Registration Statement and all matters relating thereto.

If the Staff has any further comments or questions regarding the Registration Statement, Amendment No. 1, or this response letter, please do not hesitate to contact the undersigned, Audrey Zhou, at (212) 558-4277 or azhou@calderwoodharkness.com, or Theodore Langston, the responsible partner for this matter, at (212) 558-4150 or tlangston@calderwoodharkness.com, in each case at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017.

We thank the Staff for its time and attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Audrey Zhou

Title: Counsel, on behalf of Calderwood & Harkness LLP

cc: (via email)

Marco A. Pellegrino, Chairman & CEO, Pellegrino Hospitality Acquisition Corp. Daniella R. Pellegrino, President & CFO, Pellegrino Hospitality Acquisition Corp. Theodore Langston, Partner, Calderwood & Harkness LLP Vivienne St. Claire, Partner, Calderwood & Harkness LLP Stuart Halverson, Partner, Garrison Whitfield LLP (underwriters' counsel) Jason R. Wovington, Managing Director, Meridian Tidewater Securities LLC Gerald Okonkwo, Engagement Partner, Whitmore, Linden & Pratt LLP

Public Stockholders	Sponsor (PCG)
Shares Acquired	15,000,000 shares of Class A common stock (as part of Units)	3,750,000 Founder Shares (Class B common stock)
Aggregate Purchase Price	$150,000,000	$25,000
Effective Price Per Share	$10.00	~$0.0067
Percentage of Post-IPO Outstanding Shares	80.0%	20.0%
Illustrative Share Price at Business Combination	Implied Aggregate Value of Founder Shares	Sponsor's Aggregate Investment	Implied Return on Investment
$8.00	$30,000,000	$5,525,000	~443%
$10.00	$37,500,000	$5,525,000	~579%
$12.00	$45,000,000	$5,525,000	~714%
$15.00	$56,250,000	$5,525,000	~918%
Component	Amount
Gross IPO proceeds (15,000,000 Units × $10.00 per Unit)	$150,000,000
Private Placement Warrant proceeds from the Sponsor (5,500,000 warrants × $1.00 per warrant)	$5,500,000
Less: Upfront underwriting discount payable to Meridian Tidewater Securities LLC (2.0% × $150,000,000)	($3,000,000)
Total amount deposited into trust at IPO closing	$152,500,000
Component	Amount	Percentage of Gross IPO Proceeds	Timing of Payment
Upfront underwriting discount	$3,000,000	2.0%	Payable at IPO closing
Deferred underwriting commission	$5,250,000	3.5%	Payable solely upon consummation of an initial business combination
Total underwriting compensation (base deal)	$8,250,000	5.5%

CALDERWOOD & HARKNESS LLP Counselors at Law
425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
December 17, 2021
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549
Attention: Mr. Jonathan Eckhardt and Ms. Carolyn Whitfield
Division of Corporation Finance
Re: Pellegrino Hospitality Acquisition Corp. Registration Statement on Form S-1 Filed October 29, 2021 File No. 333-260847 CIK No. 0001937482
Dear Mr. Eckhardt and Ms. Whitfield:
This letter is submitted on behalf of our client, Pellegrino Hospitality Acquisition Corp. ("PHAC" or the "Company"), a blank-check company organized under the laws of the State of Delaware, CIK No. 0001937482, in response to the comment letter of the Staff of the Division of Corporation Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission"), dated December 3, 2021 (the "Comment Letter"), relating to the Company's Registration Statement on Form S-1 (File No. 333-260847) initially filed with the Commission on October 29, 2021 (the "Registration Statement"). Calderwood & Harkness LLP serves as issuer's counsel to the Company and its sponsor, Pellegrino Capital Group LLC ("PCG" or the "Sponsor"), in connection with the Registration Statement and the transactions contemplated thereby.
Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to the Registration Statement ("Amendment No. 1" or the "S-1/A") with the Commission on December 17, 2021, which reflects revisions made in response to each of the Staff's comments set forth in the Comment Letter, as well as certain other updates and corrections.
For the convenience of the Staff, the text of each of the Staff's comments from the Comment Letter is set forth below in bold and italicized text, followed immediately by the Company's response. Unless otherwise indicated, all page references in this response letter are to the pages of the marked copy of Amendment No. 1 filed concurrently herewith, which has been marked to show changes from the Registration Statement as initially filed on October 29, 2021. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Amendment No. 1.
Comment 1 — Cover Page / Prospectus Summary: Description of Blank-Check Company Status
*1. Please revise the cover page and prospectus summary to more prominently disclose that PHAC is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, and to clarify that the Company has not yet identified any specific business combination target.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised the cover page and the prospectus summary section of Amendment No. 1 to more prominently disclose the Company's blank-check company status.
Specifically, the cover page of Amendment No. 1 now includes the following prominent disclosure immediately beneath the Company name and offering title:
"Pellegrino Hospitality Acquisition Corp. is a blank-check company incorporated as a Delaware corporation on September 30, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company has not identified any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive negotiations, directly or indirectly, with any potential target business regarding an initial business combination."
In addition, the Company has revised the prospectus summary, beginning on page 1 of Amendment No. 1, to include substantially similar disclosure in the opening paragraph and to further clarify that the Company's efforts in identifying a prospective target business will be focused on companies operating in the hospitality and leisure sector, including but not limited to hotels, resorts, restaurants, food and beverage platforms, entertainment venues, travel technology companies, and related service businesses. The revised prospectus summary also makes clear that there can be no assurance that the Company will be able to identify a suitable target or consummate a business combination within the applicable timeframe.
The Company believes that the revised disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, Cover Page and pages 1–4 of the marked copy.
Comment 2 — Risk Factors: Risks Related to SPAC Structure and Business Combination Timeline
*2. Please expand your risk factor disclosure regarding the limited time period within which the Company must consummate an initial business combination, including the specific deadline, any available extension mechanisms, and the consequences to public stockholders if the Company fails to complete a business combination within the prescribed timeframe, including the mandatory liquidation and return of trust funds.*
Response:
The Company respectfully acknowledges the Staff's comment and has enhanced its risk factor disclosures in Amendment No. 1 to provide additional detail regarding the limited time period to consummate an initial business combination and the consequences of failing to do so.
The revised risk factor disclosures now include the following expanded discussion:
Business Combination Deadline. The Company has an 18-month deadline from the closing of the IPO to consummate an initial business combination. Based on the anticipated IPO closing date, this deadline would fall on or about August 4, 2023. If the Company is unable to consummate an initial business combination within the initial 18-month period, the Company's amended and restated certificate of incorporation provides for an extension mechanism pursuant to which the Sponsor (or its designees) may deposit into the trust account, for each additional three-month extension period, an amount equal to $0.10 per share of Class A common stock then outstanding, which would extend the deadline by up to an additional six months, for a maximum total period of 24 months from the closing of the IPO, or on or about February 4, 2024.
Consequences of Failure to Consummate a Business Combination. If the Company does not consummate an initial business combination within the applicable timeframe (including any extensions), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Company's remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.
The revised risk factors further disclose the risk that the Company may not be able to find a suitable target business within the hospitality and leisure sector within the prescribed timeframe, given the specialized nature of the Company's sector focus, and that competitive dynamics, the need for regulatory approvals (including antitrust clearance and, in certain cases, gaming or liquor licensing approvals), adverse macroeconomic conditions (including the ongoing effects of the COVID-19 pandemic on the hospitality sector), rising interest rates, and other factors may delay or prevent the completion of an initial business combination. The risk factor also notes that the Sponsor is under no obligation to deposit extension payments into the trust account, and that if the Sponsor elects not to fund such extension payments, the Company would be required to liquidate at the end of the initial 18-month period.
The Company believes that the revised risk factor disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 28–32 of the marked copy.
Comment 3 — Risk Factors: Risks Related to Conflicts of Interest Involving Sponsor and Officers/Directors
*3. Please expand your risk factor disclosure to more fully address the potential conflicts of interest involving the Sponsor, Pellegrino Capital Group LLC, and the Company's officers and directors, including the familial relationships among certain insiders, the differing economic interests between the Sponsor and public stockholders, and the incentives created by the Sponsor's acquisition of Founder Shares and Private Placement Warrants at prices significantly below the public offering price.*
Response:
The Company respectfully acknowledges the Staff's comment and has added enhanced risk factor disclosure in Amendment No. 1 to more comprehensively address the potential conflicts of interest involving the Sponsor and the Company's officers and directors.
The revised risk factor disclosures now include the following expanded discussion:
Dual Roles and Familial Relationships. Marco A. Pellegrino serves as both the Managing Member and Founder of the Sponsor, Pellegrino Capital Group LLC, and as the Chairman and Chief Executive Officer of PHAC. In these dual capacities, Mr. Pellegrino owes fiduciary duties to both the Sponsor and its investors, on the one hand, and to PHAC and its public stockholders, on the other. These duties may conflict in certain circumstances, including in connection with the evaluation, negotiation, and consummation of an initial business combination. Additionally, Daniella R. Pellegrino, who serves as the President and Chief Financial Officer of PHAC, is the daughter of Marco A. Pellegrino. Ms. Pellegrino, age 31, holds a Master of Business Administration degree and previously served as a hospitality sector investment banker at a major financial institution. While her experience is highly relevant to the Company's stated hospitality and leisure focus, her familial relationship with Mr. Pellegrino creates an additional layer of potential conflicts, as both individuals have personal and financial interests that may not be fully aligned with the interests of public stockholders. Vincent Abruzzi, who serves as Chief Operating Officer of PHAC, age 54, has prior experience as a Senior Vice President of operations at a publicly traded hotel real estate investment trust. Mr. Abruzzi may continue to have relationships and business dealings with entities in the hospitality sector that could present conflicts in connection with the identification or evaluation of potential target businesses.
Sponsor Economics. The Sponsor acquired an aggregate of 3,750,000 shares of Class B common stock (the "Founder Shares") for an aggregate purchase price of $25,000, or approximately $0.0067 per Founder Share. These Founder Shares will have a significantly higher implied value if the Company consummates an initial business combination. For example, assuming no value is attributed to the Founder Shares at the time of the IPO and that the Company's Class A common stock trades at $10.00 per share upon consummation of a business combination, the 3,750,000 Founder Shares would have an aggregate implied value of $37,500,000, representing a return on the Sponsor's $25,000 investment of approximately 149,900%. This substantial potential return creates a significant financial incentive for the Sponsor and the Company's insiders to complete an initial business combination, even if such business combination may not be in the best interests of public stockholders or may be on terms that would not otherwise be agreed to by an arm's-length acquiror.
Private Placement Warrants. In addition, the Sponsor has agreed to purchase 5,500,000 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,500,000, in a private placement that will close simultaneously with the closing of the IPO. If the Company does not consummate an initial business combination within the applicable timeframe, the Private Placement Warrants will expire worthless and the Sponsor will lose the full $5,500,000 investment. This creates a further incentive for the Sponsor to consummate a business combination, which may conflict with the interests of public stockholders who may prefer that the trust account be liquidated and returned to them.
Other Potential Conflicts. Certain of the Company's officers and directors may, in the future, become affiliated with, or serve on the boards of directors of, other entities, including other special purpose acquisition companies or operating companies in the hospitality and leisure sector. Such affiliations could create conflicts of interest in connection with the sourcing and evaluation of potential business combination targets. The Company's amended and restated certificate of incorporation will provide that the doctrine of corporate opportunity will not apply with respect to the Company and that the Company renounces any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Company's officers, directors, or stockholders, subject to certain limited exceptions.
The Company believes that the revised risk factor disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 32–38 of the marked copy.
Comment 4 — Dilution: Analysis of Sponsor Economics and Public Stockholder Dilution
*4. Please provide enhanced quantitative dilution disclosure, including a tabular presentation of the effective cost per share paid by the Sponsor for its Founder Shares compared to the $10.00 per Unit public offering price paid by public investors, and a discussion of the dilutive impact on public stockholders in connection with the business combination.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised and expanded the "Dilution" section of Amendment No. 1 to provide a more comprehensive quantitative analysis of the Sponsor's economics relative to public stockholders.
The revised dilution section now includes the following enhanced disclosures:
Tabular Comparison of Effective Cost Per Share. Amendment No. 1 now includes a tabular presentation comparing:
The revised section further discloses that the 3,750,000 Founder Shares represent 20.0% of the total post-IPO outstanding shares, calculated as 3,750,000 Class B shares out of a total of 18,750,000 shares outstanding (consisting of 15,000,000 shares of Class A common stock and 3,750,000 shares of Class B common stock), assuming no exercise of the over-allotment option. Up to 487,500 Founder Shares are subject to forfeiture by the Sponsor if the underwriters' over-allotment option is not exercised in full, in order to maintain the Sponsor's 20.0% ownership ratio relative to the total outstanding shares following the IPO.
Implied Value of Founder Shares. The revised dilution section also includes a quantitative illustration showing the implied value of the Founder Shares at various illustrative enterprise values upon consummation of a business combination:
The table above reflects the aggregate investment by the Sponsor of $5,525,000, consisting of $25,000 for the 3,750,000 Founder Shares and $5,500,000 for the 5,500,000 Private Placement Warrants, representing the Sponsor's total at-risk capital.
Dilutive Impact of Warrants. The revised dilution section also addresses the dilutive impact on public stockholders of the exercise of the 7,500,000 public warrants (issued as part of 15,000,000 Units at a rate of one-half of one warrant per Unit in the base offering) and the 5,500,000 Private Placement Warrants, in each case exercisable at $11.50 per share of Class A common stock, for an aggregate of 13,000,000 additional shares of Class A common stock. The dilution section discloses that, assuming the exercise in full of all outstanding warrants, the total outstanding shares of Class A common stock would increase from 15,000,000 to 28,000,000, representing approximately 87.5% dilution to the public stockholders' Class A ownership position (from 15,000,000 out of 18,750,000 total shares to 28,000,000 out of 31,750,000 total shares, with Class B shares remaining at 3,750,000 subject to conversion upon a business combination).
The Company believes that the revised dilution disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 43–48 of the marked copy, including the tables referenced above.
Comment 5 — Proposed Business / Business Combination Process: Criteria and Strategy
*5. Please provide more detailed disclosure regarding the criteria that the Company and its management team will use to evaluate prospective target businesses in the hospitality and leisure sector, and describe in greater detail the Company's anticipated process for identifying, evaluating, and consummating a business combination.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised the "Proposed Business" section of Amendment No. 1 to provide significantly enhanced disclosure regarding the Company's business combination strategy, evaluation criteria, and anticipated process.
Sector Focus and Management Expertise. The revised Proposed Business section now provides expanded disclosure regarding the Company's focus on the hospitality and leisure sector and the basis for such focus. In particular, Amendment No. 1 describes how the Company intends to leverage the substantial and complementary experience of its management team, including:
Marco A. Pellegrino, Chairman and Chief Executive Officer — Mr. Pellegrino is a third-generation hotelier with over 30 years of experience in the hospitality industry. He served as the Chief Executive Officer of a luxury resort chain with properties throughout the southeastern United States and the Caribbean prior to founding PCG in 2009. Under Mr. Pellegrino's leadership, PCG has grown to manage approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles.
Daniella R. Pellegrino, President and Chief Financial Officer — Ms. Pellegrino is a former hospitality sector investment banker who, prior to joining the Company, was a Vice President in the Real Estate, Lodging & Leisure Investment Banking group at a major financial institution, where she executed advisory and capital markets transactions aggregating over $4.5 billion in enterprise value in the hospitality and leisure sector.
Vincent Abruzzi, Chief Operating Officer — Mr. Abruzzi is a seasoned hospitality operations executive who served as Senior Vice President of Operations at a publicly traded hotel real estate investment trust with a portfolio of over 120 properties across 28 states. Mr. Abruzzi's operational expertise is expected to be particularly valuable in evaluating target companies' operational efficiency, asset quality, and value-creation opportunities.
The revised section also highlights the expertise of the Company's independent directors:
Constance Liu-Harmon, Independent Director — Ms. Liu-Harmon, age 49, is a former managing director of a hospitality-focused private equity fund where she led investments in hotel, resort, and mixed-use hospitality platforms in North America and Asia-Pacific. She brings significant experience in private equity transaction structuring, portfolio management, and value creation within the hospitality sector.
Dr. Rafael Espinosa, Independent Director — Dr. Espinosa, age 62, is an academic and former chairman of a resort development company that developed and operated luxury resort properties in Mexico and the Caribbean. He currently serves as a professor of hospitality management at a leading university and brings a unique perspective on emerging trends, consumer behavior, and innovation in the hospitality industry.
Judith Anne Sorrento, Independent Director — Ms. Sorrento, age 55, is a former general counsel of a luxury cruise line operator where she oversaw all legal, regulatory, and compliance matters, including international regulatory compliance, maritime law, and complex commercial transactions. Her legal and governance expertise is expected to be valuable in evaluating regulatory risks associated with potential target businesses.
Evaluation Criteria. The revised Proposed Business section further discloses the specific criteria that the Company and its management team will use to evaluate prospective target businesses, including:
(a) enterprise value of the target relative to the Company's available resources and capital structure;
(b) growth profile, including historical revenue and earnings trends, expected future growth trajectory, and expansion opportunities;
(c) competitive positioning within the relevant segment of the hospitality and leisure industry;
(d) quality, depth, and track record of the target's management team;
(e) potential for operational improvements, including revenue optimization, cost rationalization, and technology-driven efficiencies;
(f) geographic diversification, both domestic and international, within the hospitality sector; and
(g) alignment with the Company's strategy and the ability to create long-term stockholder value.
The Sponsor's Platform. The revised section also provides additional detail regarding the Sponsor's platform. PCG is headquartered at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102, and currently manages approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles. The Company expects to benefit from the Sponsor's extensive network of relationships with hospitality industry owners, operators, developers, lenders, and advisors in identifying and evaluating potential business combination targets.
Anticipated Business Combination Process. Amendment No. 1 also includes an expanded description of the Company's anticipated business combination process, including:
(i) Sourcing: The Company will source potential business combination opportunities primarily through the management team's and the Sponsor's extensive network of relationships in the hospitality and leisure sector, as well as through outreach to investment banks, financial advisors, industry consultants, and other intermediaries. The Company may also receive unsolicited proposals from potential targets or their advisors.
(ii) Engagement of Advisors: The Company expects to engage one or more investment banks, financial advisors, and/or other professional advisors to assist with the identification, evaluation, structuring, and negotiation of potential business combinations.
(iii) Due Diligence: The Company will conduct comprehensive due diligence on potential target businesses, including financial, legal, tax, regulatory, operational, commercial, and environmental due diligence, as well as background checks on key personnel.
(iv) Stockholder Approval and Redemption: The Company will submit any proposed business combination to its stockholders for approval in accordance with applicable law and the Company's amended and restated certificate of incorporation. In connection with any such vote, holders of public shares of Class A common stock will have the right to redeem their shares for a pro rata portion of the amount then on deposit in the trust account, subject to the conditions and limitations set forth in the Company's organizational documents.
The Company believes that the revised Proposed Business disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 54–63 of the marked copy.
Comment 6 — Trust Account: Investment of Trust Proceeds and Release Conditions
*6. Please clarify the disclosure regarding the trust account, including the specific amount to be deposited into the trust, the identity and qualifications of the trustee, the permissible investments of trust funds, and the specific conditions under which funds held in the trust account may be released.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised the trust account disclosure in Amendment No. 1 to provide greater specificity regarding each of the items identified in the Staff's comment.
The revised trust account disclosure now specifies the following:
Trustee. Atlantic Seaboard Trust Company, N.A., a national banking association chartered by the Office of the Comptroller of the Currency, headquartered at 100 Federal Street, Suite 2200, Boston, Massachusetts 02110, will serve as the trustee (the "Trustee") of the trust account established for the benefit of the Company's public stockholders, pursuant to an Investment Management Trust Agreement (the "Trust Agreement") to be entered into between the Company and the Trustee on the date of the final prospectus.
Amount Deposited. At the closing of the IPO, an aggregate of approximately $152,500,000 will be deposited into the trust account, calculated as follows:
In addition, $5,250,000 representing the deferred underwriting commission (3.5% of $150,000,000 gross IPO proceeds) will be held in the trust account and will be payable to Meridian Tidewater Securities LLC solely upon the consummation of an initial business combination. If no business combination is consummated within the applicable timeframe, the deferred underwriting commission will be forfeited by the underwriters and will be included in the liquidation distribution to holders of public shares.
In the event of the full exercise of the underwriters' over-allotment option to purchase up to 2,250,000 additional Units at $10.00 per Unit (representing up to $22,500,000 in additional gross proceeds), the additional proceeds from the sale of such Units, less proportional upfront underwriting discounts, would be deposited into the trust account at the closing of the over-allotment.
Permissible Investments. Funds held in the trust account will be invested only in United States government treasury obligations with maturities of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended, that invest solely in direct United States government treasury obligations. Such investments are intended to minimize the risk of loss of principal and to ensure that the Company does not become subject to regulation as an investment company under the Investment Company Act of 1940.
Trust Release Conditions. Funds held in the trust account will not be released except upon the occurrence of one of the following events:
(i) the completion of the Company's initial business combination, at which time the funds will be released to fund the consideration payable in connection therewith (including payment of the deferred underwriting commission) and for general corporate purposes;
(ii) the redemption of shares of Class A common stock held by public stockholders who properly exercise their redemption rights in connection with a stockholder vote on a proposed initial business combination or in connection with a tender offer conducted by the Company in lieu of a stockholder meeting; or
(iii) the liquidation of the Company if no initial business combination is consummated within the applicable timeframe, in which event the amounts held in the trust account (including interest earned thereon, less taxes payable and up to $100,000 of interest to pay dissolution expenses) will be distributed pro rata to the holders of shares of Class A common stock.
The Company believes that the revised trust account disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 63–68 of the marked copy.
Comment 7 — Management: Board Composition and Independent Director Qualifications
*7. Please provide additional detail regarding the qualifications and relevant experience of each director and officer, particularly the independent directors, and discuss how each individual's background and expertise relates to the Company's stated focus on the hospitality and leisure sector.*
Response:
The Company respectfully acknowledges the Staff's comment and has enhanced the "Management" section of Amendment No. 1 with more detailed biographical information for each officer and director, together with an express discussion of how each individual's experience is relevant to the Company's stated hospitality and leisure sector focus.
The revised Management section now includes the following expanded biographical disclosure:
Marco A. Pellegrino, age 58, Chairman of the Board and Chief Executive Officer. Mr. Pellegrino has served as Chairman of the Board and Chief Executive Officer of the Company since its inception on September 30, 2021. Mr. Pellegrino is a third-generation hotelier whose family has been involved in the hospitality industry for over 75 years. Prior to founding PCG in 2009, Mr. Pellegrino served as Chief Executive Officer of Pellegrino Luxury Resorts, Inc., a luxury resort chain with 14 properties located throughout the southeastern United States and the Caribbean, from 1997 to 2008. Under his leadership, Pellegrino Luxury Resorts grew from four properties to 14 properties and increased annual revenue from approximately $85 million to over $380 million. Mr. Pellegrino also serves as Managing Member and Founder of PCG. His deep industry relationships, operational experience, and investment acumen are expected to be highly valuable in identifying, evaluating, negotiating, and managing the Company's initial business combination. Mr. Pellegrino holds a B.S. in Hospitality Administration from Cornell University and an M.B.A. from the Wharton School of the University of Pennsylvania.
Daniella R. Pellegrino, age 31, President and Chief Financial Officer. Ms. Pellegrino has served as President and Chief Financial Officer of the Company since its inception on September 30, 2021. She is the daughter of Marco A. Pellegrino. Prior to joining the Company, Ms. Pellegrino was a Vice President in the Real Estate, Lodging & Leisure Investment Banking group of a major financial institution from 2016 to 2021, where she advised hotel, resort, and leisure clients on mergers and acquisitions, capital raises, and strategic alternatives, executing transactions with an aggregate enterprise value exceeding $4.5 billion. Ms. Pellegrino's investment banking experience, financial modeling capabilities, and deep understanding of capital markets within the hospitality sector are expected to be critical in structuring and executing the Company's initial business combination. Ms. Pellegrino holds a B.A. in Economics from Georgetown University and an M.B.A. from Columbia Business School.
Vincent Abruzzi, age 54, Chief Operating Officer. Mr. Abruzzi has served as Chief Operating Officer of the Company since its inception on September 30, 2021. Prior to joining the Company, Mr. Abruzzi served as Senior Vice President of Operations at a publicly traded hotel real estate investment trust with a portfolio of over 120 properties across 28 states from 2011 to 2021. In that capacity, Mr. Abruzzi oversaw day-to-day property operations, brand management relationships, capital expenditure programs, and property-level financial performance. He also served as a member of the company's investment committee. Mr. Abruzzi's extensive experience in hospitality operations and property management is expected to be invaluable in evaluating the operational quality and value-creation potential of prospective target businesses. Mr. Abruzzi holds a B.S. in Hotel Administration from Cornell University.
Constance Liu-Harmon, age 49, Independent Director. Ms. Liu-Harmon has served as an independent director of the Company since its inception on September 30, 2021. Ms. Liu-Harmon is a former managing director of a hospitality-focused private equity fund, where she led investments in hotel, resort, and mixed-use hospitality platforms in North America and the Asia-Pacific region from 2005 to 2019, overseeing over $1.8 billion in aggregate equity investments. She currently serves on the boards of two privately held hospitality technology companies. Ms. Liu-Harmon's experience in private equity transaction structuring, portfolio management, and value creation within the hospitality sector is directly relevant to the Company's objective of identifying and consummating a business combination with a hospitality and leisure company. Ms. Liu-Harmon holds a B.A. from Yale University and an M.B.A. from Harvard Business School. The Board has determined that Ms. Liu-Harmon qualifies as an "independent director" under the rules of the Nasdaq Stock Market.
Dr. Rafael Espinosa, age 62, Independent Director. Dr. Espinosa has served as an independent director of the Company since its inception on September 30, 2021. Dr. Espinosa is an academic who currently serves as a Professor of Hospitality Management at a leading university. He also served as Chairman of the Board of a resort development company that developed and operated luxury resort properties in Mexico and the Caribbean from 2002 to 2015. Dr. Espinosa has published extensively on topics related to hospitality industry trends, consumer behavior, sustainability in resort development, and innovation in travel and tourism. His academic and industry experience provides a unique perspective on emerging trends, market dynamics, and strategic opportunities in the hospitality and leisure sector. Dr. Espinosa holds a Ph.D. in Business Administration from the University of Michigan and an M.B.A. from INSEAD. The Board has determined that Dr. Espinosa qualifies as an "independent director" under the rules of the Nasdaq Stock Market.
Judith Anne Sorrento, age 55, Independent Director. Ms. Sorrento has served as an independent director of the Company since its inception on September 30, 2021. Ms. Sorrento is a former general counsel of a luxury cruise line operator, where she served from 2008 to 2020, overseeing all legal, regulatory, and compliance matters, including international regulatory compliance, maritime law, environmental regulation, labor and employment matters, and complex commercial transactions. Prior to that role, Ms. Sorrento was a partner in the corporate department of a major international law firm. Her legal and governance expertise, particularly in the areas of regulatory compliance and complex commercial transactions involving hospitality and leisure companies, is expected to be highly valuable in evaluating the legal and regulatory risks associated with potential target businesses. Ms. Sorrento holds a J.D. from New York University School of Law and a B.A. from the University of Virginia. The Board has determined that Ms. Sorrento qualifies as an "independent director" under the rules of the Nasdaq Stock Market.
The revised Management section expressly ties each individual's qualifications and experience to the Company's hospitality and leisure sector focus, as requested by the Staff.
The Company believes that the revised Management disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 72–80 of the marked copy.
Comment 8 — Financial Statements: Warrant Accounting and Classification
*8. In light of recent SEC Staff guidance regarding the accounting for warrants issued by special purpose acquisition companies, please provide disclosure regarding whether the Company's warrants — both the public warrants and the Private Placement Warrants — will be classified as equity instruments or as liabilities under ASC 815-40 (Derivatives and Hedging — Contracts in Entity's Own Equity), the basis for such classification, and, if classified as liabilities, the impact on the Company's financial statements.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised the financial statement notes, related risk factor disclosures, and critical accounting policy disclosures in Amendment No. 1 to comprehensively address the accounting classification of the Company's warrants in light of recent SEC Staff guidance, including the SEC Staff's April 12, 2021 public statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies.
Analysis Under ASC 815-40. The Company has conducted a thorough analysis of the terms of both the 7,500,000 public warrants to be issued as part of the Units in the IPO and the 5,500,000 Private Placement Warrants to be issued to the Sponsor in the concurrent private placement, in each case under the framework of ASC 815-40, Derivatives and Hedging — Contracts in Entity's Own Equity.
The Company's analysis considered, among other factors, the following features of the warrants that bear on the classification determination:
(a) Redemption Provisions. The public warrants include a provision allowing the Company to redeem the warrants for $0.01 per warrant if the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period. The Private Placement Warrants are not redeemable by the Company so long as they are held by the initial purchaser or its permitted transferees.
(b) Cashless Exercise Provisions. The Private Placement Warrants include a cashless exercise feature that permits the holder to surrender such warrants and receive a number of shares of Class A common stock determined by a formula based on the fair market value of the Class A common stock. The public warrants include a cashless exercise provision that is triggered only in certain limited circumstances, including if a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective within a specified period.
(c) Differing Terms Between Public Warrants and Private Placement Warrants. The Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of the Company's initial business combination (subject to certain limited exceptions) and include the non-redemption and cashless exercise features described above. These differing terms between the two classes of warrants are relevant to the analysis of whether the warrants meet the criteria for equity classification under ASC 815-40-25.
Classification Conclusion. Based on the Company's analysis under ASC 815-40, conducted in consultation with the Company's independent registered public accounting firm, Whitmore, Linden & Pratt LLP (a firm registered with the Public Company Accounting Oversight Board, headquartered at 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131; engagement partner Gerald Okonkwo, CPA), the Company has concluded that certain features of the warrants — including the potential for differing settlement amounts depending on the characteristics or status of the holder — preclude equity classification for both the public warrants and the Private Placement Warrants. Accordingly, the Company has determined that both the public warrants and the Private Placement Warrants should be classified as liabilities and measured at fair value on the Company's balance sheet, with changes in fair value recognized in the Company's statement of operations at each reporting period.
Financial Statement Impact. The notes to the financial statements included in Amendment No. 1 have been revised to reflect the liability classification of the warrants. Specifically:
(i) The warrants will be recorded at their fair value on the date of issuance as a warrant liability on the Company's balance sheet.
(ii) At each subsequent reporting period, the warrant liability will be remeasured at fair value, with changes in fair value recognized as a non-cash gain or loss in the Company's statement of operations. Increases in the fair value of the warrants will result in a charge to the statement of operations, while decreases in fair value will result in a benefit.
(iii) The Company will utilize a combination of observable market data (for the publicly traded warrants, once listed) and valuation techniques, including the Black-Drubeck option pricing model or a Monte Carlo simulation, to estimate the fair value of the warrants at each reporting date.
Additional Risk Factor. Amendment No. 1 also includes an additional risk factor regarding the potential impact of future changes in accounting standards or SEC Staff guidance regarding the accounting classification of SPAC warrants, including the risk that changes in applicable guidance could require the Company to restate its previously issued financial statements or reclassify the warrants, which could have a material effect on the Company's reported financial condition and results of operations.
The Company believes that the revised financial statement disclosures, notes, risk factors, and critical accounting policy disclosures in Amendment No. 1 fully address the Staff's comment. See Amendment No. 1, pages 81–86, F-8 through F-14, and F-18 through F-22 of the marked copy.
Comment 9 — Underwriting: Clarification of Compensation Structure
*9. Please clarify the underwriting compensation structure, including the total amount of the upfront discount and the deferred commission, and confirm whether the deferred commission is contingent solely upon the consummation of an initial business combination.*
Response:
The Company respectfully acknowledges the Staff's comment and has revised the "Underwriting" section of Amendment No. 1 to provide clearer and more comprehensive disclosure regarding the underwriting compensation structure.
The revised underwriting section now includes the following disclosures:
Lead Underwriter and Book-Running Manager. Meridian Tidewater Securities LLC, a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with principal offices at 277 Park Avenue, 38th Floor, New York, New York 10172, is acting as the lead underwriter and sole book-running manager for the IPO.
Co-Manager. Brindoval Partners Capital LLC, a FINRA member firm with principal offices at 600 Lexington Avenue, 21st Floor, New York, New York 10022, is acting as co-manager for the IPO.
Underwriting Compensation Structure. The total underwriting compensation in connection with the IPO is as follows:
The upfront underwriting discount of $3,000,000, representing 2.0% of the gross IPO proceeds of $150,000,000, will be paid to Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC upon the closing of the IPO. The deferred underwriting commission of $5,250,000, representing 3.5% of the gross IPO proceeds of $150,000,000, will be deposited in the trust account at Atlantic Seaboard Trust Company, N.A. upon the closing of the IPO and will be payable to the underwriters solely upon the consummation of an initial business combination. If the Company does not consummate an initial business combination within the applicable timeframe, the deferred underwriting commission will be forfeited by the underwriters and will be included in the liquidating distribution to holders of public shares of Class A common stock.
Over-Allotment Option. The Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 2,250,000 Units at the public offering price of $10.00 per Unit, representing up to $22,500,000 in additional gross proceeds. If the over-allotment option is exercised in full, the upfront underwriting discount would increase by $450,000 (2.0% × $22,500,000) and the deferred underwriting commission would increase by $787,500 (3.5% × $22,500,000), resulting in total underwriting compensation of $9,487,500 (5.5% of $172,500,000 in total gross proceeds).
Underwriters' Counsel. Garrison Whitfield LLP, with principal offices at 51 West 52nd Street, New York, New York 10019, is acting as counsel to the underwriters in connection with the IPO.
The Company believes that the revised underwriting disclosure in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, pages 92–96 of the marked copy.
Comment 10 — General: Undertakings and Compliance with Regulation S-K
*10. Please confirm that the Company will comply with all applicable undertakings under Item 512 of Regulation S-K and revise the undertakings section of the Registration Statement as applicable to blank-check company offerings subject to Rule 419 under the Securities Act.*
Response:
The Company respectfully acknowledges the Staff's comment and hereby confirms that the Company will comply with all applicable undertakings under Item 512 of Regulation S-K in connection with the Registration Statement and the offering of Units thereunder.
The undertakings section of Part II of Amendment No. 1 has been revised to include all undertakings applicable to a blank-check company offering, including but not limited to:
(a) the undertaking to file post-effective amendments to the Registration Statement as required under Rule 462(b) and otherwise as needed to keep the Registration Statement current and effective during the distribution of the securities offered thereunder;
(b) the undertaking that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) the undertaking to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering;
(d) the undertaking regarding indemnification of directors, officers, and controlling persons of the registrant against liabilities arising under the Securities Act; and
(e) all other undertakings required by Item 512 as applicable to the Company's offering.
The Company believes that the revised undertakings section in Amendment No. 1 fully addresses the Staff's comment. See Amendment No. 1, Part II, Item 17, pages II-2 through II-5 of the marked copy.
Closing
The Company believes that it has fully and completely addressed each of the Staff's comments set forth in the Comment Letter dated December 3, 2021. The Company respectfully requests the Staff's prompt review of Amendment No. 1, filed concurrently herewith on December 17, 2021, and respectfully requests acceleration of the effectiveness of the Registration Statement at the earliest practicable date. The Company notes that it intends to request that the Registration Statement be declared effective in advance of the anticipated commencement of the roadshow for the IPO in January 2022.
We would welcome the opportunity to discuss any remaining questions or concerns with the Staff at their convenience. Pellegrino Hospitality Acquisition Corp. has authorized Calderwood & Harkness LLP to communicate on its behalf regarding the Registration Statement and all matters relating thereto.
If the Staff has any further comments or questions regarding the Registration Statement, Amendment No. 1, or this response letter, please do not hesitate to contact the undersigned, Audrey Zhou, at (212) 558-4277 or azhou@calderwoodharkness.com, or Theodore Langston, the responsible partner for this matter, at (212) 558-4150 or tlangston@calderwoodharkness.com, in each case at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017.
We thank the Staff for its time and attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Audrey Zhou
Title: Counsel, on behalf of Calderwood & Harkness LLP
cc: (via email)
Marco A. Pellegrino, Chairman & CEO, Pellegrino Hospitality Acquisition Corp. Daniella R. Pellegrino, President & CFO, Pellegrino Hospitality Acquisition Corp. Theodore Langston, Partner, Calderwood & Harkness LLP Vivienne St. Claire, Partner, Calderwood & Harkness LLP Stuart Halverson, Partner, Garrison Whitfield LLP (underwriters' counsel) Jason R. Wovington, Managing Director, Meridian Tidewater Securities LLC Gerald Okonkwo, Engagement Partner, Whitmore, Linden & Pratt LLP
Public Stockholders | Sponsor (PCG)
Shares Acquired | 15,000,000 shares of Class A common stock (as part of Units) | 3,750,000 Founder Shares (Class B common stock)
Aggregate Purchase Price | $150,000,000 | $25,000
Effective Price Per Share | $10.00 | ~$0.0067
Percentage of Post-IPO Outstanding Shares | 80.0% | 20.0%
Illustrative Share Price at Business Combination | Implied Aggregate Value of Founder Shares | Sponsor's Aggregate Investment | Implied Return on Investment
$8.00 | $30,000,000 | $5,525,000 | ~443%
$10.00 | $37,500,000 | $5,525,000 | ~579%
$12.00 | $45,000,000 | $5,525,000 | ~714%
$15.00 | $56,250,000 | $5,525,000 | ~918%
Component | Amount
Gross IPO proceeds (15,000,000 Units × $10.00 per Unit) | $150,000,000
Private Placement Warrant proceeds from the Sponsor (5,500,000 warrants × $1.00 per warrant) | $5,500,000
Less: Upfront underwriting discount payable to Meridian Tidewater Securities LLC (2.0% × $150,000,000) | ($3,000,000)
Total amount deposited into trust at IPO closing | $152,500,000
Component | Amount | Percentage of Gross IPO Proceeds | Timing of Payment
Upfront underwriting discount | $3,000,000 | 2.0% | Payable at IPO closing
Deferred underwriting commission | $5,250,000 | 3.5% | Payable solely upon consummation of an initial business combination
Total underwriting compensation (base deal) | $8,250,000 | 5.5%

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