SEC Comment Letter for Millstream II Acquisition CORP (CIK 0001304562) — Nov 8, 2004
Millstream II Acquisition CORP (CIK 0001304562)
Date: Nov. 8, 2004 · CIK: 0001304562 · Accession: 0000000000-04-035869
AI Filing Summary & Sentiment
File numbers found in text: 333-119937
Letter
November 8, 2004 MAIL STOP 0511 Arthur Spector Chairman of the Board, Chief Executive Officer and President Millstream II Acquisition Corporation 435 Devon Park Drive, Building 400 Wayne, Pennsylvania 19087
Re: Millstream II Acquisition Corporation Registration Statement on Form S-1 File No. 333-119937 Filed October 25, 2004
Dear Mr. Spector:
We have completed a preliminary reading of your registration statement. It appears that your document fails in material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations under that Act, or the requirements of the Form. For this reason, we will not perform a detailed examination of the prospectus and will not issue comments until these material deficiencies, indicated below, are addressed.
We note that if you are unable to effect a business combination and are forced to distribute the money in your trust fund to your public stockholders, you will remain as an existing entity that will continue to search for a target business with which to complete a business combination. Your only assets following the distribution of the trust funds will be whatever cash you were holding out of the trust account, which is expected to be minimal. We also note that in connection with your distribution of the trust fund, the shares of common stock sold in this offering will be cancelled but the warrants will remain outstanding. Because your assets will be minimal after distribution of the trust funds, you appear to be offering a penny stock as defined by Rule 3a51-1 under the Exchange Act. Therefore, it appears that your offering is subject to Rule 419 of Regulation C of the Securities Act. Please revise your registration statement to comply with Rule 419 or advise supplementally as to why the rule is not applicable.
As long as it remains in its present form, we will not recommend acceleration of the effective date of the registration statement. Also note that should the registration statement become effective in its present form, we would be required to consider what recommendation, if any, we should make to the Commission. We suggest that you consider submitting a substantive amendment to correct the deficiencies or a request for withdrawal of the filing.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. Feel free to call Thomas Kluck at (202) 824-5262 with any questions. We look forward to working with you to address these concerns.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
Show Raw Text
<DOCUMENT> <TYPE>LETTER <SEQUENCE>1 <FILENAME>filename1.txt <TEXT> November 8, 2004 MAIL STOP 0511 Arthur Spector Chairman of the Board, Chief Executive Officer and President Millstream II Acquisition Corporation 435 Devon Park Drive, Building 400 Wayne, Pennsylvania 19087 Re: Millstream II Acquisition Corporation Registration Statement on Form S-1 File No. 333-119937 Filed October 25, 2004 Dear Mr. Spector: We have completed a preliminary reading of your registration statement. It appears that your document fails in material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations under that Act, or the requirements of the Form. For this reason, we will not perform a detailed examination of the prospectus and will not issue comments until these material deficiencies, indicated below, are addressed. We note that if you are unable to effect a business combination and are forced to distribute the money in your trust fund to your public stockholders, you will remain as an existing entity that will continue to search for a target business with which to complete a business combination. Your only assets following the distribution of the trust funds will be whatever cash you were holding out of the trust account, which is expected to be minimal. We also note that in connection with your distribution of the trust fund, the shares of common stock sold in this offering will be cancelled but the warrants will remain outstanding. Because your assets will be minimal after distribution of the trust funds, you appear to be offering a penny stock as defined by Rule 3a51-1 under the Exchange Act. Therefore, it appears that your offering is subject to Rule 419 of Regulation C of the Securities Act. Please revise your registration statement to comply with Rule 419 or advise supplementally as to why the rule is not applicable. As long as it remains in its present form, we will not recommend acceleration of the effective date of the registration statement. Also note that should the registration statement become effective in its present form, we would be required to consider what recommendation, if any, we should make to the Commission. We suggest that you consider submitting a substantive amendment to correct the deficiencies or a request for withdrawal of the filing. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. Feel free to call Thomas Kluck at (202) 824-5262 with any questions. We look forward to working with you to address these concerns. Sincerely, John Reynolds, Assistant Director Office of Emerging Growth Companies cc: David Alan Miller, Esq. Fax: (212) 818-8881 Millstream II Acquisition Corporation November 8, 2004 Page 1 of 2 </TEXT> </DOCUMENT>