United States securities and exchange commission logo
June 3, 2021
John J. Suydam
President and Director
Tango Holdings, Inc.
c/o Apollo Global Management, Inc.
9 West 57th Street, 43rd Floor
New York, NY 10019
Re: Tango Holdings,
Inc.
Registration
Statement on Form S-4
Filed May 7, 2021
File No. 333-255858
Dear Mr. Suydam:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
The Mergers
AGM Unaudited Financial Projections, page 158
1. We note the statement
at the bottom of page 160 that "AGM s stockholders are cautioned
not to place undue, if
any, reliance on the AGM Supplied Financial Projections." Please
delete the words if
any.
Board of Directors and Management After the Mergers, page 175
2. We note your disclosure
that James Belardi will become a director of HoldCo upon
closing of the mergers.
Please file the written consent of Mr. Belardi as required by
Securities Act Rule
438.
John J. Suydam
Tango Holdings, Inc.
June 3, 2021
Page 2
Material Tax Consequences of the Mergers
U.S. Federal Income Tax Consequences of the Mergers Generally, page 324
3. We note your disclosure that the tax opinions you describe in this
section will be
given prior to closing. We also note that your exhibit index does not
provide for any tax
opinions. Please confirm that you will file the required opinions
regarding tax matters or
tell us why you believe such opinions are not required. Refer to Item
601(b)(8) of
Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information
8. Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations
(N) Adjustments to recalculate the Pro Forma Earnings Per Share, page 359
4. We note your presentation and computation of pro forma earnings per
share. Please revise
your disclosures to provide greater clarity into the pro forma
adjustments made to the
historical shares outstanding in order to recompute the 568.3 million
pro forma Class A
Common Stock shares outstanding, basic and diluted. To the extent that
incremental or
share adjustments relate to different steps (e.g., AOG conversion,
Transaction Accounting,
etc.), disaggregate to show the impact to the denominator associated
with each step.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Robert Klein at (202) 551-3847 or Hugh West at (202)
551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Lin at (202) 551-3552 or Eric Envall at (202) 551-3234 with any
other questions.
FirstName LastNameJohn J. Suydam Sincerely,
Comapany NameTango Holdings, Inc.
Division of
Corporation Finance
June 3, 2021 Page 2 Office of Finance
FirstName LastName