SEC Company Response from Ithaka Acquisition Corp (CIK 0001324205) — Aug 17, 2005
Ithaka Acquisition Corp (CIK 0001324205)
Date: Aug. 17, 2005 · CIK: 0001324205 · Accession: 0000930413-05-005886
AI Filing Summary & Sentiment
File numbers found in text: 333-124521
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ITHAKA ACQUISITION CORP.
100 SOUTH POINTE DRIVE, 23RD FLOOR
MIAMI, FLORIDA 33139
August 16, 2005
VIA EDGAR AND TELECOPY (202) 942-9516
Mr. John D. Reynolds
United States Securities and
Exchange Commission
Mail Stop 3561, 450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ITHAKA ACQUISITION CORP. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1 ORIGINALLY FILED MAY 2, 2005
(FILE NO. 333-124521) ( THE "REGISTRATION STATEMENT")
Dear Mr. Reynolds:
The Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness of the
Registration Statement so that such Registration Statement will become effective
as of 9:00 A.M., Wednesday, August 17, 2005, or as soon thereafter as
practicable.
In connection with the Company's request for acceleration of
effectiveness of the above-referenced Registration Statement, the Company
acknowledges the following:
(1) Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
(2) The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
(3) The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities law of the United States.
Very truly yours,
ITHAKA ACQUISITION CORP.
By: /s/ John M. Glazer
------------------------
John M. Glazer
Chief Operating Officer
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EARLYBIRDCAPITAL, INC.
275 MADISON AVENUE, SUITE 1203
NEW YORK, NEW YORK 10016
August 16, 2005
VIA EDGAR AND TELECOPY - 202-942-9516
Mr. John Reynolds
Unites States Securities and
Exchange Commission
Mail Stop 3561
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
RE: ITHAKA ACQUISITION CORP. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1 ORIGINALLY FILED MAY 2, 2005
(FILE NO. 333-124521) ( THE "REGISTRATION STATEMENT")
Dear Mr. Reynolds:
In connection with the Registration Statement on Form S-1 of Ithaka
Acquisition Corp., the undersigned, which is acting as the representative of the
underwriters of the offering, hereby requests acceleration of the effective date
and time of the Registration Statement to 9:00 A.M., Wednesday, August 17, 2005
or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act
of 1933.
Very truly yours,
EARLYBIRDCAPITAL, INC.
By: /s/ Steven Levine
-------------------
Steven Levine
Managing Director
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EARLYBIRDCAPITAL, INC.
275 MADISON AVENUE, SUITE 1203
NEW YORK, NEW YORK 10016
August 16, 2005
VIA EDGAR AND TELECOPY - 202-942-9516
Mr. John Reynolds
Unites States Securities and
Exchange Commission
Mail Stop 3561
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
RE: ITHAKA ACQUISITION CORP. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1 ORIGINALLY FILED MAY 2, 2005
(FILE NO. 333-124521) ( THE "REGISTRATION STATEMENT")
Ladies and Gentlemen:
In accordance with the provisions of Rule 460 under the
Securities Act of 1933, the undersigned, as representative of the underwriters
of the proposed offering of securities of Ithaka Acquisition Corp., hereby
advises that copies of the Preliminary Prospectus, dated June 15, 2005, were
distributed on or about June 15, 2005, as follows:
79 to individual investors;
5,895 to NASD members (which included 23 prospective
underwriters and selected dealers); and
1,166 to institutions.
The undersigned has been informed by the participating dealers
that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934,
copies of the Preliminary Prospectus, dated June 15, 2005, have been distributed
to all persons to whom it is expected that confirmations of sale will be sent;
and we have likewise so distributed copies to all customers of ours. We have
adequate equity to underwrite a "firm commitment" offering.
Very truly yours,
EARLYBIRDCAPITAL, INC.
By: /s/ Steven Levine
--------------------
Steven Levine
Managing Director
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