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United States securities and exchange commission logo
July 21, 2021
Karan Puri
Chief Executive Officer
Vahanna Tech Edge Acquisition I Corp.
144 East 44th Street, 8th Floor
New York, NY 10017
Re: Vahanna Tech Edge
Acquisition I Corp.
Amendment No 1 to
Draft Registration Statement on Form S-1
Submitted on June
30, 2021
CIK No. 0001868640
Dear Mr. Puri:
We have conducted a limited review of your draft registration
statement. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed on June 24, 2021
Capitalization , page 89
1. We note that you are
offering 20,000,000 Class A shares as part of your initial public
offering of units, but
footnote 3 suggests you will show less than all Class A ordinary
shares subject to
possible redemption in your Capitalization table. Please tell us how you
considered the guidance
in ASC 480-10-S99-3A, which requires securities that are
redeemable for cash or
other assets to be classified outside of permanent equity if they are
redeemable (1) at a
fixed or determinable price on a fixed or determinable date, (2) at the
option of the holder,
or (3) upon the occurrence of an event that is not solely within the
control of the holder,
in concluding that all 20,000,000 Class A shares were not required
to be presented outside
of permanent equity and part of shares subject to possible
redemption.
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
July 21, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Janice Adeloye at 202-551-3034 or James Lopez at 202-551-3536 with any
other
questions.
Sincerely,
FirstName LastNameKaran Puri
Division of
Corporation Finance
Comapany NameVahanna Tech Edge Acquisition I Corp.
Office of Real
Estate & Construction
July 21, 2021 Page 2
cc: David A. Sakowitz
FirstName LastName