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United States securities and exchange commission logo
November 17, 2022
Khurram P. Sheikh
Chief Executive Officer
KINS Technology Group, Inc.
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA 94306
Re: KINS Technology
Group, Inc.
Preliminary Proxy
Statement on Schedule 14A
Filed November 8,
2022
File No. 001-39642
Dear Khurram P. Sheikh:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
Khurram P. Sheikh
KINS Technology Group, Inc.
November 17, 2022
Page 2
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
2. Given that the vast majority of Class A stockholders have already
redeemed their shares,
please disclose prominently, if true, that as a result of such
redemptions and the existence
of the Support Agreements, Class B stockholders have a sufficient
percentage of votes to
approve both the business combination and the request for an extension of
the life of the
SPAC pertaining to the proposals within this proxy statement.
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.
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua
Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
FirstName LastNameKhurram P. Sheikh
Division of
Corporation Finance
Comapany NameKINS Technology Group, Inc.
Office of
Technology
November 17, 2022 Page 2
cc: Michael J. Mies, Esq.
FirstName LastName