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Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89134

Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89134 April 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Space Acquisition Corp. I Request to Withdraw Registration Statement on Form S-1 File No. 333-253841 Ladies and Gentlemen: Space Acquisition Corp. I (the ?Company?) hereby respectfully r

Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89134

Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89134 April 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Space Acquisition Corp. I Request to Withdraw Registration Statement on Form S-1 File No. 333-253841 Ladies and Gentlemen: Space Acquisition Corp. I (the ?Company?) hereby respectfully r

- S-1/A

S-1/A 1 d139311ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on May 6, 2021. Registration No. 333-253841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Space Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Island

Securities Subscription Agreement between the Registrant and Space Acquisition Holdings LLC.*

Exhibit 10.7 Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89135 February 18, 2021 Space Acquisition Holdings LLC 2200 Timber Rose Drive Las Vegas, Nevada 89135 RE: Securities Subscription Agreement Ladies and Gentlemen: Space Acquisition Corp. I., a Cayman Islands exempted company (the ?Company,? ?we? or ?us?), is pleased to accept the offer made by Space Acquisition Holdings

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on April 1, 2021. Registration No. 333-253841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Space Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of inc

Consent of Ali Younis.*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Space Acquisition Corp. I of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Regist

Consent of Peter Ruderman.*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Space Acquisition Corp. I of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Regist

Form of Registration Rights Agreement among the Registrant, Space Acquisition Holdings LLC and the Holders signatory thereto.*

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), Space Acquisition Holdings LLC, a Delaware limited liability company (the ?Sponsor?), and each of the undersigned parties listed on the signature page hereto under

Form of Compensation Committee Charter.*

Exhibit 99.2 SPACE ACQUISITION CORP. I COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Space Acquisition Corp. I (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determining and approving the compensation

Specimen Class A Ordinary shares Certificate.*

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SPACE ACQUISITION CORP. I CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), transferable on the books of the Company in person or by duly authori

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPACE ACQUISITION CORP. I THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SPACE ACQUISITION CORP. I 1 The name of the Company is Space Acquisition Corp. I. 2 The Registered Office of the Company shall be at

Form of Underwriting Agreement.*

Exhibit 1.1 UNDERWRITING AGREEMENT between SPACE ACQUISITION CORP. I and CANTOR FITZGERALD & CO. As Representative of the Underwriters Dated: [ ], 2021 SPACE ACQUISITION CORP. I UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, S

Consent of Andrew Kule.*

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Space Acquisition Corp. I of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Regist

Form of Indemnity Agreement.*

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between SPACE ACQUISITION CORP. I, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

Form of Letter Agreement among the Registrant, Space Acquisition Holdings LLC and each of the executive officers and directors of the Registrant.*

Exhibit 10.1 [ ], 2021 Space Acquisition Corp. I 2200 Timber Rose Drive Las Vegas, Nevada 89134 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and Canto

Form of Audit Committee Charter.*

Exhibit 99.1 SPACE ACQUISITION CORP. I AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Space Acquisition Corp. I (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and regulatory requiremen

Form of Code of Ethics.*

Exhibit 14 SPACE ACQUISITION CORP. I FORM OF CODE OF ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of Space Acquisition Corp. I has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) (each a ?per

Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPACE ACQUISITION CORP. I (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SPACE ACQUISITION CORP

Form of Private Placement Warrants Purchase Agreement between the Registrant and Space Acquisition Holdings LLC.*

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and Space Acquisition Holdings LLC, a Delaware limited liability company (the ?Purchaser?). WHEREA

Promissory Note issued to Space Acquisition Holdings LLC.*

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Raghu Das.*

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Space Acquisition Corp. I of the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named to the board of directors of the Company in the Regist

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is e

Specimen Warrant Certificate.*

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SPACE ACQUISITION CORP. I Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hol

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SPACE ACQUISITION CORP. I UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Space Acquisition Corp. I, a Cayman Islands exempted company (the ?Company?), transferra

Registration Statement - FORM S-1

S-1 1 d139311ds1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on March 3, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Space Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction o