SEC Comment Letter for ORION ACQUISITION CORP II (CIK 0001011835) — Apr 20, 2005
ORION ACQUISITION CORP II (CIK 0001011835)
Date: April 20, 2005 · CIK: 0001011835 · Accession: 0000000000-05-019420
AI Filing Summary & Sentiment
File numbers found in text: 333-122431
Referenced dates: February 25, 2005
Letter
Mail Stop 0511 April 20, 2005 C. Patrick Machado Senior Vice President and Chief Financial Officer Orion Acquisition Corp. II 501 Second Street, Suite 211 San Francisco, California 94107
RE: Orion Acquisition Corp. II Registration Statement on Form SB-2 File No. 333-122431
Dear Mr. Machado:
After consideration of the company`s supplemental response and discussion with counsel, we reissue our prior comment 1 of our letter dated February 25, 2005. Your offering appears to be an "at the market" primary offering of equity securities by or on behalf of the registrant under Rule 415(a)(4) of Regulation C. Because you do not qualify to conduct a primary offering "at the market," please revise the terms of your offering to provide that all offers and sales will be made at a disclosed fixed price for the duration of the offering, resales will be made on a prompt and continuous basis, and the selling shareholders will be identified as underwriters. You may contact Jay Ingram at (202) 942-2791 if you any questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
Show Raw Text
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<TEXT>
Mail Stop 0511
April 20, 2005
C. Patrick Machado
Senior Vice President and Chief Financial Officer
Orion Acquisition Corp. II
501 Second Street, Suite 211
San Francisco, California 94107
RE: Orion Acquisition Corp. II
Registration Statement on Form SB-2
File No. 333-122431
Dear Mr. Machado:
After consideration of the company`s supplemental response
and
discussion with counsel, we reissue our prior comment 1 of our
letter
dated February 25, 2005. Your offering appears to be an "at the
market" primary offering of equity securities by or on behalf of
the
registrant under Rule 415(a)(4) of Regulation C. Because you do
not
qualify to conduct a primary offering "at the market," please
revise
the terms of your offering to provide that all offers and sales
will
be made at a disclosed fixed price for the duration of the
offering,
resales will be made on a prompt and continuous basis, and the
selling shareholders will be identified as underwriters. You may
contact Jay Ingram at (202) 942-2791 if you any questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc. John Huber, Esq.
202-637-3374
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