SEC Company Response from SRKP 2 INC (CIK 0001323051) — Dec 20, 2005
SRKP 2 INC (CIK 0001323051)
Date: Dec. 20, 2005 · CIK: 0001323051 · Accession: 0001144204-05-040501
AI Filing Summary & Sentiment
File numbers found in text: 333-124164
Referenced dates: November 23, 2005
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December 20, 2005
Thomas J. Poletti
310.552.5045
Fax: 310.552.5001
tpoletti@klng.com
Via Edgar and Fed Ex
Office of Emerging Growth Companies
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Attn: John Reynolds
Re: SRKP 2, Inc.
Registration Statement on Form SB-2
File Number: 333-124164
Amendment No. 4 filed October 25, 2005
Dear Mr. Reynolds:
Based upon the Staff's review of Amendment No. 4 to the Registration Statement
filed October 25, 2005 ("Amendment No. 4") by SRKP 2, Inc. (the "Company"), the
Commission issued a comment letter dated November 23, 2005. On behalf of the
Company, we hereby transmit the following responses to the Staff's comment
letter in identical numerical sequence. For the convenience of the Commission,
each comment is repeated verbatim with the Company's response immediately
following. We believe that the responses herein sufficiently address the
Commission's comments of November 23, 2005 and that no revisions to Amendment
No. 4 are necessary.
Prospectus Summary, page 1
1. Comment: We note your disclosure that as of the current date, you
have no plans, arrangements, or understandings regarding a specific
business combination transaction. Notwithstanding, revise the
disclosure to clarify the steps taken by the company to date to
identify potential combination candidates, including any specific
factors or characteristics being focused on with respect to the
potential acquisition candidate. In this context, it does not appear
as though the determination to value the offering at $119,000 is an
arbitrary decision and we would like to know the specific factors
and motivations behind the valuation. In light of management's
extensive experience effecting transactions of this type, we would
like for you to advise us about the precise factors that were
considered in valuing this offering. We may have further comment.
Response: Please note that the Company has not taken and does not
intend to take any steps with respect to the identification of
potential combination candidates until the Registration Statement
goes effective. Also, as noted in a telephone conversation between
the undersigned and Jay Ingram of the Staff, the Company's
determination to value the offering at $119,000 is an arbitrary
decision. We are
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Office of Emerging Growth Companies
Securities and Exchange Commission
December 20, 2005
Page 2
informed that the total dollars raised was loosely related to
management's initial estimate of the total dollars needed to have
the Registration Statement be declared effective and some of the
costs associated with being a reporting entity under the Securities
Exchange Act of 1934, as amended. However, as noted in the section
of the Registration Statement entitled "Proposed Business -
Determination of Offering Price":
"The offering price of $0.17 per share has been arbitrarily
determined by [the Company]. This price bears no relation to [the
Company's] assets, book value or other customary investment
criteria, including, among other things, [its] prior operating
history. Among the factors considered by [the Company] in
determining the offering price were:
o [Its] lack of operating history,
o Estimates of [its] business potential,
o [Its] limited financial resources,
o The amount of equity desired to be retained by present
stockholders,
o The amount of dilution to the public, and
o The general condition of the securities markets,
specifically the over-the-counter market."
2. Comment: On page 2, you note that investors will receive funds from
the escrow account, with interest, in the event that no transaction
occurs. This appears to be inconsistent with disclosure elsewhere in
the prospectus (e.g., page 9). Please revise as necessary.
Response: We respectfully submit that the noted disclosure on page 2
is consistent with disclosure elsewhere in the prospectus. In
particular:
o Principal Terms of Offering - Use of Proceeds, page 1:
"If we fail to consummate such a combination within the
18-month period, then it will return the funds to the
investors, plus interest."
o Rights and Protections Under Securities Act Rule 419,
page 9: "In accordance with the requirements of Rule
419(e)(2)(iv), if we do not complete an acquisition
meeting specified criteria within 18 months from the
date of this prospectus, all of the funds in the escrow
account must be returned to investors, plus interest."
o Escrow, page 26: "The remaining funds will be left in
escrow until we consummate a business combination in
accordance with Rule 419 or 18 months from the date of
this prospectus have passed. If the time period elapses,
the remaining funds in escrow, plus interest, will be
returned to the investors."
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Office of Emerging Growth Companies
Securities and Exchange Commission
December 20, 2005
Page 3
The Company respectfully submits that it has answered all of the Staff's
comments and plans to request acceleration promptly. Therefore, if you have any
questions or further comments, please do not hesitate to contact the undersigned
or Michael S. Yu at (310) 552-5000 or via fax at (310) 552-5001 with any
questions.
Sincerely,
/s/ Thomas J. Poletti
Thomas J. Poletti
cc: Richard Rappaport, SRKP 2, Inc.
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