SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Jul 10, 2012
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: July 10, 2012 · CIK: 0001499961 · Accession: 0000000000-12-036023
AI Filing Summary & Sentiment
Reasoning
Letter
July 10 , 201 2 Via E -mail Francesco Piovanetti Chief Executive Officer Cazador Acquisition Corporation Ltd. BBVA Building, P1 254 Muñoz Rivera Avenue San Juan, Puerto Rico 00918
Re: Cazador Acquisition Corporation Ltd. Registration Statement on Form S-4 Filed June 12, 2012 File No. 333 -182076
Dear Mr. Piovanetti :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. We note the discussion on page F -60 regarding Net Element’s acquisition of Motorsport, LLC in February 2011. Tell us how you considered the guidance in Item s 17(a) and 14(e) of Form S -4 to include financial statements and pro forma information pursuant to Rules 8 -04 and 8 -05 of Regulation S -X for this acquisition. In your response, please provide the significance test calculations that support your conclusion.
2. Please t ell us whether you consider OpenFilm to be a predecessor to the company’s business and explain, in detail, the basis for your conclusion.
3. Please t ell us whe n you filed an Item 2.01/9.01 Form 8 -K for the Motorsport acquisition, or how you determined that a Form 8 -K was not required.
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 2
Notices of Special Meeting of Shareholders
4. Please disclose the percentage of your outstanding shares beneficially owned by your sponsor both here and in the applicable “Questions and Answers for Cazador Shareholders” on pa ge 11 .
Forward -Looking Statements, page i
5. Please delete the reference to the “Private Securities Litigation Reform Act of 1995 .” As a blank check company, you cannot rely on this safe harbor. See Section 27A(b)(1)(B) of the Securities Act.
Summary
How do the Net Element insiders intend to vote their shares, page 17
6. Here and elsewhere, you state that Mr. Zoi owns, in combination with the holdings of entities that he controls, approximately 59.4% of the issued and outstanding shares of Net Element ’s common stock as of June 11, 2012 (67.2% assuming the exercise of options and warrants Mr. Zoi owns w hich are currently exercisable) . Please explain why this appears to vary from your beneficial ownership disclosure on page 139.
Interests of Officers and Directors in the Business Combination, page 26
7. Please quantify the financial interests referenced in this section . Make a similar revision to the related risk factor on page 62.
Risk Factors
Risk Factors Relating to Cazador
“Cazador may have insuffici ent time or funds to complete an alternative… ,” page 38
8. This risk factor is nearly identical to the immediately preceding and following risk factors. Please revise to avoid unnecessary duplication .
“Cazador’s working capital will be reduced if holders… ,” page 43
9. Please disclose that at least $23.5 million must remain in your trust fund in order for the merger to proceed.
Risk Factors Relating to Net Element
“Net Element’s financial condition creates doubt whether it will continue… ,” page 45
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 3
10. Please disclose that Net Element’s independent registered public accounting firm issued a going concern opinion for its audit of the financial statements in Net Element’s annual report on Form 10 -K for the fiscal year ended December 31, 2011. See Item 3 of Form S-4. Please make a similar revision to the related disclosure on page 123.
Risk Factors Relating to the Business Combination
“There are inherent risks in the Cazador board’s performing its own valuation… ,” page 60
11. Please discuss the risk that the lack of a fairness opinion may cause increased numbers of your shareholders to demand redemption, depleting trust funds, and potentially impacting your ability to consummate the acquisition. See Item 3 of Form S-4.
“Both Cazador shareholder s and Net Element s hareholders will have a reduced… ,” page 63
12. In this risk factor, or a new risk factor, please discuss the risks associated with Mr. Zoi’s post-merger beneficial ownership of at least 54.3% of the company, assuming no redemptions of shares held by Cazador s hareholders. See Item 3 of Form S -4. In addition, add related disclosure to the cover page, notices of special meeting of shareholders, and summary .
“Cazador and Net Element will incur significant transaction and merger -related… ,” page 65
13. Please quanti fy the estimated costs, if known and material. See Item 3 of Form S -4.
“A portion of the funds in the trust account may be used to redeem… ,” page 68
14. Please discuss whether $23.5 million, the amount that must remain in your trust fund in order for the merger to proceed, is sufficient to fund the working capital requirements of the post -merger company. See Item 3 of Form S -4.
Information About Cazador, page 69
15. Article 47.1(b) of your Articles of Association requires you to acquire at least a controlli ng interest of a target business (meaning more than 50% of the voting securities of such target business) . Please discuss this requirement and how your proposed acquisition of Net Element complies with such requirement.
Security Ownership of Certain Bene ficial Owners and Management and Related Shareholder Matters, page 91
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 4
16. Please disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by each legal entity . See Item 18(a)(5)(ii) of Form S -4.
Information about Net Element
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 114
17. Please discuss the key challenges Net Element is facing. See Item 17(b)(5) of Form S -4, and for guidance, refer t o Section III.A of SEC Release No. 33 -8350. For example, we note the various business risks discussed on pages 45 through 51.
The Special Meeting of Cazador Shareholders
Voting by Cazador’s Directors, Executive Officers and Sponsor, page 150
18. Please quantify the number of shares held by Cazador’s directors, executive officers, and sponsor here, and wherever else referenced. See Item 18(a)(5)(i) of Form S -4.
Cazador Proposal No. 1 — Approval and Adoption of the Merger Agreement, page 154
19. Please clarify that even if a majority of your shareholders approve this proposal, you cannot proceed with the merger unless at least two -thirds of your shareholders approve Cazador Proposal No. 2. Please also disclose that even if a majority of shareholders approve the transaction, you cannot proceed with the merger if, due to redemptions by shareholders, you have less than $23.5 million in the trust account.
Cazador Proposal No. 2 — Approval of the Cazador Domestication, page 155
20. Please disclose what will happen if your shareholders approve this proposal, but do not approve Cazador Proposal No. 1.
The Business Combination
General Description of the Business Combination, page 165
21. You state that the Exchange Ratio “initially” is 0.025 shares of NEI common stock per share of Net Element common stock. Please clarify here, and throughout the registration statement, if any of the following are currently contemplated between now and completion of the merger: stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganizations, recapitalizations, reclassifications, combinations, exchange of shares or other like changes. If none of these events are currently
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 5
contemplated, explain how the Exchange Ratio would be other than 0.025 shar es of NEI common stock per share of Net Element common stock.
Background of the Business Combination
Background, page 166
22. The penultimate paragraph on page 167 states that your management determined that the fair market value of Net Element was approxim ately $107 million by multiplying the last reported sale price per share of Net Element common stock by the number of shares to be acquired. Discuss how you determined that this was an appropriate method for valuing Net Element, including any other valuat ion methods considered by management, such as the values of comparable businesses, earnings and cash flow , book value , liquidation value, etc., and why you chose not to use these valuation methods. In addition, it appears that Net Element is not traded in an active market , and traded between $0.01 per share and $1.05 per share during the last fifteen months . Discuss how you determined that the last reported sales price was an appropriate indicator of the value of Net Element.
23. The penultimate paragraph on page 167 states that your management determined the fair market value of Net Element. The prospectus fo r your initial public offering stated that the fair market value of a target business or businesses would be determined by the disinterested members of your board of directors. Please explain. To the extent that the procedures used to determin e the fair market value of Net Element varied from the procedures described in the prospectus for your initial public offering, please include relevant risk factor disclosure.
24. Please revise the last paragraph on page 167 to provide a detailed discussion of how you determined the Exchange Ratio, and the amount and type of consideration, and any related negotiations between you and Net Element.
The Cazador Domestication, page 168
25. Please discuss why Cazador’s change of jurisdiction of incorporation was inclu ded as a condition to closing the merger.
Recommendation of the Cazador Board; Cazador’s Reasons for the Business Combination, page 172
26. On pages 172 and 173, you list considerations that your board of directors thought should be of primary importance wit h respect to any acquisition candidate. Please discuss how your board of directors considered each of these factors in recommending a business transaction with Net Element. See Item 4(a)(2) of Form S -4.
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 6
27. You assert on page 173 , and elsewhere , that Net El ement has advantages in certain criteria, such as its strategic position and business model, among others . Please provide a more detailed explanation of how your management concluded that Net Element had advantages in these areas . See Item 4(a)(2) of For m S-4.
28. Please discuss any risks and other potentially negative factors considered by your board of directors. See Item 4(a)(2) of Form S -4.
Recommendation of the Net Element Board; Net Element’s Reasons for the Business Combination, page 178
29. Please revise the last paragraph on page 178 to explain why Mr. Piovanetti and ACM reviewed Net Element’s business plan and opportunities and advised Net Element on its operational and financial prospects in 2011.
Interests of Officers and Directors in th e Business Combination
Interests of Cazador Officers and Directors in the Business Combination, page 183
30. In the second bullet point, please quantify the number of shares underlying warrants held by Cazador’s sponsor. See Item 18(a)(5)(i) of Form S -4.
Interests of Net Element Officers and Directors in the Business Combination, page 184
31. Please disclose the names of the officers and directors of Net Element that will become officers and directors of Cazador.
32. Please revise the fourth and fifth bullet po ints to discuss how the restricted stock and Net Element stock options, warrants and other convertible securities held by Net Element executive officers and directors will be treated. In addition, quantify the amounts held, and the shares that they will r eceive.
33. Please revise the first bullet point on page 185 to explain the share escrow and note transfer arrangements entered into between the executive officers of Net Element and Net Element’s principal shareholders in connection with the merger .
34. Please revise the second bullet point on page 185 to explain why Mr. Zoi, through Enerfund, LLC, paid a portion of Cazador’s legal fees.
The Merger Agreement, page 197
35. You state that the summary describes “certain” material provisions of the merger agree ment. Please remove the suggestion that this section is not materially complete .
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 7
36. You state that the merger agreement is not intended to provide any factual information about Cazador or Net Element , and that investors and security holders should not rely on the representations and warranties in the merger agreement . Please remove any potential implication that the merger agreement does not constitute disclosure about the company , and may not be relied upon . Statements that other disclosure regarding the company included or incorporated in the registration statement may supplement, update or modify the disclosure in the merger agreement may be appropriate. In addition, statements about the intent of the parties with respect to the information in the merge r agreement at the time of execution may also be appropriate. For guidance, refer to SEC Release No. 34-51283 (March 1, 2005).
37. You state that the representations and warranties in the merger agreement “ are qualified by” information in the disclosure schedules provided by Net Element and Cazador in connection with the signing of the merger agreement, and that the disclosure schedules modif y, qualif y and create exceptions to the representations and warranties set forth in the merger agreement. Please tell us whether such omitted information is material, and if material, confirm that you have disclosed it in the registration statement . For guidance, refer to SEC Release No. 34-51283 (March 1, 2005).
Post-Merger Pro Forma Security Ownership by Certain Beneficial Owners and Management of NEI, page 209
38. Please disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by Mark Global Corporation and Cazador Sub Holdings, Ltd . See Item 18(a)(5)(ii) of Form S -4.
39. This presentation assumes that there will be no redemptions by Cazador’s shareholders. Similar to your post -merger pro forma financial statements, please also demonstrate the impact that the maximum allo wed redemptions by Cazador shareholders would have on the beneficial ownership table.
Description of NEI Securities, page 227
40. Please describe any post -merger restrictions on shares held by your sponsor .
Registration Rights , page 2 30
41. Please quantify the shares , and shares underlying warrants, entitled to registration rights .
Exhibit 23.1
42. Please revise the consent of your independent registered public accounting firm, BDO USA, LLP to refer to their report from the period from April 20, 2010 (date of inception) .
Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 8
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the di
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July 10 , 201 2 Via E -mail Francesco Piovanetti Chief Executive Officer Cazador Acquisition Corporation Ltd. BBVA Building, P1 254 Muñoz Rivera Avenue San Juan, Puerto Rico 00918 Re: Cazador Acquisition Corporation Ltd. Registration Statement on Form S-4 Filed June 12, 2012 File No. 333 -182076 Dear Mr. Piovanetti : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. We note the discussion on page F -60 regarding Net Element’s acquisition of Motorsport, LLC in February 2011. Tell us how you considered the guidance in Item s 17(a) and 14(e) of Form S -4 to include financial statements and pro forma information pursuant to Rules 8 -04 and 8 -05 of Regulation S -X for this acquisition. In your response, please provide the significance test calculations that support your conclusion. 2. Please t ell us whether you consider OpenFilm to be a predecessor to the company’s business and explain, in detail, the basis for your conclusion. 3. Please t ell us whe n you filed an Item 2.01/9.01 Form 8 -K for the Motorsport acquisition, or how you determined that a Form 8 -K was not required. Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 2 Notices of Special Meeting of Shareholders 4. Please disclose the percentage of your outstanding shares beneficially owned by your sponsor both here and in the applicable “Questions and Answers for Cazador Shareholders” on pa ge 11 . Forward -Looking Statements, page i 5. Please delete the reference to the “Private Securities Litigation Reform Act of 1995 .” As a blank check company, you cannot rely on this safe harbor. See Section 27A(b)(1)(B) of the Securities Act. Summary How do the Net Element insiders intend to vote their shares, page 17 6. Here and elsewhere, you state that Mr. Zoi owns, in combination with the holdings of entities that he controls, approximately 59.4% of the issued and outstanding shares of Net Element ’s common stock as of June 11, 2012 (67.2% assuming the exercise of options and warrants Mr. Zoi owns w hich are currently exercisable) . Please explain why this appears to vary from your beneficial ownership disclosure on page 139. Interests of Officers and Directors in the Business Combination, page 26 7. Please quantify the financial interests referenced in this section . Make a similar revision to the related risk factor on page 62. Risk Factors Risk Factors Relating to Cazador “Cazador may have insuffici ent time or funds to complete an alternative… ,” page 38 8. This risk factor is nearly identical to the immediately preceding and following risk factors. Please revise to avoid unnecessary duplication . “Cazador’s working capital will be reduced if holders… ,” page 43 9. Please disclose that at least $23.5 million must remain in your trust fund in order for the merger to proceed. Risk Factors Relating to Net Element “Net Element’s financial condition creates doubt whether it will continue… ,” page 45 Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 3 10. Please disclose that Net Element’s independent registered public accounting firm issued a going concern opinion for its audit of the financial statements in Net Element’s annual report on Form 10 -K for the fiscal year ended December 31, 2011. See Item 3 of Form S-4. Please make a similar revision to the related disclosure on page 123. Risk Factors Relating to the Business Combination “There are inherent risks in the Cazador board’s performing its own valuation… ,” page 60 11. Please discuss the risk that the lack of a fairness opinion may cause increased numbers of your shareholders to demand redemption, depleting trust funds, and potentially impacting your ability to consummate the acquisition. See Item 3 of Form S-4. “Both Cazador shareholder s and Net Element s hareholders will have a reduced… ,” page 63 12. In this risk factor, or a new risk factor, please discuss the risks associated with Mr. Zoi’s post-merger beneficial ownership of at least 54.3% of the company, assuming no redemptions of shares held by Cazador s hareholders. See Item 3 of Form S -4. In addition, add related disclosure to the cover page, notices of special meeting of shareholders, and summary . “Cazador and Net Element will incur significant transaction and merger -related… ,” page 65 13. Please quanti fy the estimated costs, if known and material. See Item 3 of Form S -4. “A portion of the funds in the trust account may be used to redeem… ,” page 68 14. Please discuss whether $23.5 million, the amount that must remain in your trust fund in order for the merger to proceed, is sufficient to fund the working capital requirements of the post -merger company. See Item 3 of Form S -4. Information About Cazador, page 69 15. Article 47.1(b) of your Articles of Association requires you to acquire at least a controlli ng interest of a target business (meaning more than 50% of the voting securities of such target business) . Please discuss this requirement and how your proposed acquisition of Net Element complies with such requirement. Security Ownership of Certain Bene ficial Owners and Management and Related Shareholder Matters, page 91 Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 4 16. Please disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by each legal entity . See Item 18(a)(5)(ii) of Form S -4. Information about Net Element Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 114 17. Please discuss the key challenges Net Element is facing. See Item 17(b)(5) of Form S -4, and for guidance, refer t o Section III.A of SEC Release No. 33 -8350. For example, we note the various business risks discussed on pages 45 through 51. The Special Meeting of Cazador Shareholders Voting by Cazador’s Directors, Executive Officers and Sponsor, page 150 18. Please quantify the number of shares held by Cazador’s directors, executive officers, and sponsor here, and wherever else referenced. See Item 18(a)(5)(i) of Form S -4. Cazador Proposal No. 1 — Approval and Adoption of the Merger Agreement, page 154 19. Please clarify that even if a majority of your shareholders approve this proposal, you cannot proceed with the merger unless at least two -thirds of your shareholders approve Cazador Proposal No. 2. Please also disclose that even if a majority of shareholders approve the transaction, you cannot proceed with the merger if, due to redemptions by shareholders, you have less than $23.5 million in the trust account. Cazador Proposal No. 2 — Approval of the Cazador Domestication, page 155 20. Please disclose what will happen if your shareholders approve this proposal, but do not approve Cazador Proposal No. 1. The Business Combination General Description of the Business Combination, page 165 21. You state that the Exchange Ratio “initially” is 0.025 shares of NEI common stock per share of Net Element common stock. Please clarify here, and throughout the registration statement, if any of the following are currently contemplated between now and completion of the merger: stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganizations, recapitalizations, reclassifications, combinations, exchange of shares or other like changes. If none of these events are currently Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 5 contemplated, explain how the Exchange Ratio would be other than 0.025 shar es of NEI common stock per share of Net Element common stock. Background of the Business Combination Background, page 166 22. The penultimate paragraph on page 167 states that your management determined that the fair market value of Net Element was approxim ately $107 million by multiplying the last reported sale price per share of Net Element common stock by the number of shares to be acquired. Discuss how you determined that this was an appropriate method for valuing Net Element, including any other valuat ion methods considered by management, such as the values of comparable businesses, earnings and cash flow , book value , liquidation value, etc., and why you chose not to use these valuation methods. In addition, it appears that Net Element is not traded in an active market , and traded between $0.01 per share and $1.05 per share during the last fifteen months . Discuss how you determined that the last reported sales price was an appropriate indicator of the value of Net Element. 23. The penultimate paragraph on page 167 states that your management determined the fair market value of Net Element. The prospectus fo r your initial public offering stated that the fair market value of a target business or businesses would be determined by the disinterested members of your board of directors. Please explain. To the extent that the procedures used to determin e the fair market value of Net Element varied from the procedures described in the prospectus for your initial public offering, please include relevant risk factor disclosure. 24. Please revise the last paragraph on page 167 to provide a detailed discussion of how you determined the Exchange Ratio, and the amount and type of consideration, and any related negotiations between you and Net Element. The Cazador Domestication, page 168 25. Please discuss why Cazador’s change of jurisdiction of incorporation was inclu ded as a condition to closing the merger. Recommendation of the Cazador Board; Cazador’s Reasons for the Business Combination, page 172 26. On pages 172 and 173, you list considerations that your board of directors thought should be of primary importance wit h respect to any acquisition candidate. Please discuss how your board of directors considered each of these factors in recommending a business transaction with Net Element. See Item 4(a)(2) of Form S -4. Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 6 27. You assert on page 173 , and elsewhere , that Net El ement has advantages in certain criteria, such as its strategic position and business model, among others . Please provide a more detailed explanation of how your management concluded that Net Element had advantages in these areas . See Item 4(a)(2) of For m S-4. 28. Please discuss any risks and other potentially negative factors considered by your board of directors. See Item 4(a)(2) of Form S -4. Recommendation of the Net Element Board; Net Element’s Reasons for the Business Combination, page 178 29. Please revise the last paragraph on page 178 to explain why Mr. Piovanetti and ACM reviewed Net Element’s business plan and opportunities and advised Net Element on its operational and financial prospects in 2011. Interests of Officers and Directors in th e Business Combination Interests of Cazador Officers and Directors in the Business Combination, page 183 30. In the second bullet point, please quantify the number of shares underlying warrants held by Cazador’s sponsor. See Item 18(a)(5)(i) of Form S -4. Interests of Net Element Officers and Directors in the Business Combination, page 184 31. Please disclose the names of the officers and directors of Net Element that will become officers and directors of Cazador. 32. Please revise the fourth and fifth bullet po ints to discuss how the restricted stock and Net Element stock options, warrants and other convertible securities held by Net Element executive officers and directors will be treated. In addition, quantify the amounts held, and the shares that they will r eceive. 33. Please revise the first bullet point on page 185 to explain the share escrow and note transfer arrangements entered into between the executive officers of Net Element and Net Element’s principal shareholders in connection with the merger . 34. Please revise the second bullet point on page 185 to explain why Mr. Zoi, through Enerfund, LLC, paid a portion of Cazador’s legal fees. The Merger Agreement, page 197 35. You state that the summary describes “certain” material provisions of the merger agree ment. Please remove the suggestion that this section is not materially complete . Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 7 36. You state that the merger agreement is not intended to provide any factual information about Cazador or Net Element , and that investors and security holders should not rely on the representations and warranties in the merger agreement . Please remove any potential implication that the merger agreement does not constitute disclosure about the company , and may not be relied upon . Statements that other disclosure regarding the company included or incorporated in the registration statement may supplement, update or modify the disclosure in the merger agreement may be appropriate. In addition, statements about the intent of the parties with respect to the information in the merge r agreement at the time of execution may also be appropriate. For guidance, refer to SEC Release No. 34-51283 (March 1, 2005). 37. You state that the representations and warranties in the merger agreement “ are qualified by” information in the disclosure schedules provided by Net Element and Cazador in connection with the signing of the merger agreement, and that the disclosure schedules modif y, qualif y and create exceptions to the representations and warranties set forth in the merger agreement. Please tell us whether such omitted information is material, and if material, confirm that you have disclosed it in the registration statement . For guidance, refer to SEC Release No. 34-51283 (March 1, 2005). Post-Merger Pro Forma Security Ownership by Certain Beneficial Owners and Management of NEI, page 209 38. Please disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by Mark Global Corporation and Cazador Sub Holdings, Ltd . See Item 18(a)(5)(ii) of Form S -4. 39. This presentation assumes that there will be no redemptions by Cazador’s shareholders. Similar to your post -merger pro forma financial statements, please also demonstrate the impact that the maximum allo wed redemptions by Cazador shareholders would have on the beneficial ownership table. Description of NEI Securities, page 227 40. Please describe any post -merger restrictions on shares held by your sponsor . Registration Rights , page 2 30 41. Please quantify the shares , and shares underlying warrants, entitled to registration rights . Exhibit 23.1 42. Please revise the consent of your independent registered public accounting firm, BDO USA, LLP to refer to their report from the period from April 20, 2010 (date of inception) . Francesco Piovanetti Cazador Acquisition Corporation Ltd. July 10 , 2012 Page 8 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the di