SEC Comment Letter for Oakmont Acquisition Corp. (CIK 0001325823) — Jul 12, 2005
Oakmont Acquisition Corp. (CIK 0001325823)
Date: July 12, 2005 · CIK: 0001325823 · Accession: 0000000000-05-035380
AI Filing Summary & Sentiment
File numbers found in text: 333-124621
Letter
Mail Stop 3561 July 7, 2005 Mr. Michael C. Azar, President Oakmont Acquisition Corp. 33 Bloomfiled Hills Parkway Suite 240 Bloomfield Hills, Michigan 48304
Re: Oakmont Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed June 30, 2005 File No. 333-124621
Dear Mr. Azar: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments.
Note 2 - Proposed Public Offering, F-8 1. We note your disclosure regarding the underwriter purchase option (UPO). Please expand your disclosure to describe all of the material terms of the UPO, including who has the rights to convert (i.e. the holder or the company), and the exercise feature (i.e. physical, net cash, or net share settlement, etc.) contained in the UPO. 2. Considering the comment above, tell us in detail how you intend to account for the UPO in your financial statements. Explain your basis for the proposed treatment and cite the specific authoritative literature you used to support your accounting treatment. The fair value of the UPO would appear to be material to your financial statement, please disclose its estimated fair value and the significant assumptions used to value the UPO. As applicable, expand MD&A to discuss the transaction and quantify the likely future effect on your financial condition and results of operations.
Closing Statements
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Angela Halac at (202) 551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact William Bennett at (202) 551-3389 with any other questions.
Sincerely,
John Reynolds
Assistant Director
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Mail Stop 3561
July 7, 2005
Mr. Michael C. Azar, President
Oakmont Acquisition Corp.
33 Bloomfiled Hills Parkway
Suite 240
Bloomfield Hills, Michigan 48304
Re: Oakmont Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 30, 2005
File No. 333-124621
Dear Mr. Azar:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.
Note 2 - Proposed Public Offering, F-8
1. We note your disclosure regarding the underwriter purchase
option
(UPO). Please expand your disclosure to describe all of the
material
terms of the UPO, including who has the rights to convert (i.e.
the
holder or the company), and the exercise feature (i.e. physical,
net
cash, or net share settlement, etc.) contained in the UPO.
2. Considering the comment above, tell us in detail how you intend
to
account for the UPO in your financial statements. Explain your
basis
for the proposed treatment and cite the specific authoritative
literature you used to support your accounting treatment. The
fair
value of the UPO would appear to be material to your financial
statement, please disclose its estimated fair value and the
significant assumptions used to value the UPO. As applicable,
expand
MD&A to discuss the transaction and quantify the likely future
effect
on your financial condition and results of operations.
Closing Statements
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Angela Halac at (202) 551-3398 if you have
questions regarding comments on the financial statements and
related
matters. Please contact William Bennett at (202) 551-3389 with
any
other questions.
Sincerely,
John Reynolds
Assistant Director
cc: David Menard, Esq.
Fax: (212) 547-5444
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Mr. Michael C. Azar, President
Oakmont Acquisition Corp.
June 28, 2005
P. 1
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