SecProbe.io

United States securities and exchange commission logo
January 22, 2024
Andrew Kuhn
Managing Member
Focused Compounding Fund, LP
3838 Oak Lawn Avenue, Suite 1000
Dallas, TX 75219
Re:Focused Compounding Fund, LP
Parks! America, Inc.
Revised Preliminary Proxy Statement on Schedule 14A filed January 19, 2024
by Focused Compounding Fund, LP, Andrew Kuhn, Geoff Gannon and James
Ford
File No. 000-51254
Dear Andrew Kuhn:
            We have reviewed your January 18, 2024 response to our comment letter and the revised
preliminary proxy statement filed on January 19, 2024 and have the following comments.
            Please respond to this letter by providing the requested information or advise us as soon
as possible when you will respond. If you do not believe a comment applies to your facts and
circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 12, 2024
letter.
Revised Preliminary Proxy Statement on Schedule 14A
Proposal No. 2 Removal Proposal, page 5
1.We note your response to prior comment 1.  Please revise the first sentence of the last
paragraph of the section entitled “The Focused Nominees” to conform to your response.
In addition, since approval of the Removal Proposal is not conditioned upon approval of
the Bylaw Amendment Proposal, please provide disclosure in the appropriate section of
the proxy statement to explain what would happen if the Removal Proposal was approved
but the Bylaw Amendment Proposal was not.  In such a scenario, it appears that
shareholders would lack the authority to elect successor directors to fill resulting
vacancies.  Were that to occur, please disclose whether the removed directors would have
the authority under current section 4.7 of the Bylaws to elect their successors, and if not,

 FirstName LastNameAndrew Kuhn
 Comapany NameFocused Compounding Fund, LP
 January 22, 2024 Page 2
 FirstName LastName
Andrew Kuhn
Focused Compounding Fund, LP
January 22, 2024
Page 2
the resulting impact on the Board’s composition.  Alternatively, disclose in all relevant
sections, if true, that Proposals 2, 3 and 4 are cross-conditioned on each other.
Proposal No. 3 Bylaw Amendment Proposal, page 5
2.The Bylaw Amendment Proposal notes that vacancies on the Board may be filled by the
remaining directors by majority vote.  Please disclose in this section the voting standard
applicable to a vote by shareholders to fill vacancies on the Board.  Current disclosure
describing the proposal only states that “shareholders shall also have the right, along with
the Board, to elect successors…” and the Bylaw Amendment itself only refers to a “vote
of shareholders.”   Disclosure on page 8 under the section entitled “Election Proposal”
discloses the voting standard to approve the current Election Proposal, but it does not
indicate whether such standard applies in future scenarios where Board vacancies are
created by shareholders successfully voting to remove directors.
3.We note your response to prior comment 2.  Given the revised disclosure that both
shareholders and the Board would have the power to fill vacancies, please disclose the
outcome, in both the current solicitation and in future situations, resulting from the
scenario where the shareholders and Board vote for different directors to fill the
vacancies.  Specify whose vote would control.  Please also disclose whether, assuming the
Removal Proposal is approved, the removed directors will have the right to vote to fill the
Board’s vacancies.  If the removed directors will not have such right, please disclose the
outcome resulting from the approval of the Removal Proposal and the lack of approval of
the Bylaw Amendment Proposal and the Election Proposal.  For example, disclose how
the vacant Board would be filled, or alternatively, if true, disclose that Proposals 2, 3 and
4 are cross-conditioned on each other.
Quorum; Broker Non-Votes; Discretionary Voting, page 8
4.Please supplement the disclosure in this section to clarify, consistent with the last sentence
of the first paragraph on page 9, that the filing persons do not expect to receive any broker
non-votes at the meeting.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Adam Finerman