Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064







February 8, 2021






Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549


Attention:Todd Schiffman

James Lopez

Division of Corporate Finance

Office of Real Estate and Construction



Simon Property Group Acquisition Holdings, Inc.

Registration Statement on Form S-1

Filed January 29, 2021

File No. 333-252586


Ladies and Gentlemen:


On behalf of our client, Simon Property Group Acquisition Holdings, Inc., a Delaware Corporation (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated February 4, 2021 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Registrant has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) an amendment to the Registration Statement which reflects these revisions and generally updates certain information in the Registration Statement.


To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1 to the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.





Securities and Exchange Commission

February [ ], 2021

Page 2

The Registrant has asked us to convey the following as its responses to the Staff:


Our warrant agreement designates the courts of the City of New York,..., page 57


1.Please discuss whether claims under the Securities Act are covered by the exclusive forum provision. If claims are required to be made in federal court, discuss that there is uncertainty as to whether a court would enforce such provision, and that stockholders will not be deemed to have waived your compliance with the federal securities laws and the rules and regulations thereunder. Finally, please clarify that Section 22 of the Securities Act provides for concurrent jurisdiction.


Response to Comment 1


The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 57 and 134 of the Registration Statement.





If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3309 or Adrian Karas at (212) 373-3134.

  Very truly yours,
  /s/ Raphael M. Russo
  Raphael M. Russo



Securities and Exchange Commission

Todd Schiffman

James Lopez


Simon Property Group Acquisition Holdings, Inc.





Eli Simon

Steven Fivel


Ropes & Gray LLP

Paul D. Tropp, Esq.