SEC Comment Letter for BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961) (BINI) — Aug 29, 2012
BOLLINGER INNOVATIONS, INC. (BINI) (CIK 0001499961)
Date: Aug. 29, 2012 · CIK: 0001499961 · Accession: 0000000000-12-047115
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 23, 2012
Letter
August 29, 201 2 Via Email 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. Amendment No. 3 to Registration Statement on Form S-4 Filed August 23, 2012 File No. 333 -182076
Dear Mr. Piovanetti :
We have reviewed your letter dated August 23, 2012, and the above -referenced filing , and have the following comments.
Exhibit 5.1
1. Assumptions 1 and 2 on page 2 appear to be overly broad. For guidance, refer to Section II.B.3.a of Staff Legal Bulletin No. 19. Please revise. To the extent that counsel is unable to reach a conclusion regarding the issues addressed in assumptions 1 and 2, it appears that you should engage local counsel to provide an opinion regarding these assumptions. By analogy, please consider the guidance in Section II.B.1.e of Staff Legal Bulletin No. 19.
Exhibi t 8.2
2. It appears inappropriate for counsel to assume that the merger will qualify as a statutory merger under state law . For guidance, refer to Section III.C.3 of Staff Legal Bulletin No. 19. Please revise.
Exhibits 8.1, 8.2, and 8.3
3. These exhibits st ate that they are “solely/only” for you and “may not be relied upon” by anyone else. Investors are entitled to rely on the opinion expressed. For guidance, refer to Section III.D.1 of Staff Legal Bulletin No. 19. Please revise.
Francesco Piovanetti Cazador Acquisition Corporation Ltd. August 29, 2012 Page 2
Please contact Evan S. Jacobson, Attorney -Advisor, at (202) 551 -3428 or me at (202) 551-3457 with any questions.
Sincerely,
/s/ Maryse Mills -Apenteng
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August 29, 201 2 Via Email 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. Amendment No. 3 to Registration Statement on Form S-4 Filed August 23, 2012 File No. 333 -182076 Dear Mr. Piovanetti : We have reviewed your letter dated August 23, 2012, and the above -referenced filing , and have the following comments. Exhibit 5.1 1. Assumptions 1 and 2 on page 2 appear to be overly broad. For guidance, refer to Section II.B.3.a of Staff Legal Bulletin No. 19. Please revise. To the extent that counsel is unable to reach a conclusion regarding the issues addressed in assumptions 1 and 2, it appears that you should engage local counsel to provide an opinion regarding these assumptions. By analogy, please consider the guidance in Section II.B.1.e of Staff Legal Bulletin No. 19. Exhibi t 8.2 2. It appears inappropriate for counsel to assume that the merger will qualify as a statutory merger under state law . For guidance, refer to Section III.C.3 of Staff Legal Bulletin No. 19. Please revise. Exhibits 8.1, 8.2, and 8.3 3. These exhibits st ate that they are “solely/only” for you and “may not be relied upon” by anyone else. Investors are entitled to rely on the opinion expressed. For guidance, refer to Section III.D.1 of Staff Legal Bulletin No. 19. Please revise. Francesco Piovanetti Cazador Acquisition Corporation Ltd. August 29, 2012 Page 2 Please contact Evan S. Jacobson, Attorney -Advisor, at (202) 551 -3428 or me at (202) 551-3457 with any questions. Sincerely, /s/ Maryse Mills -Apenteng Maryse Mills -Apenteng Special Counsel cc: Via Email Yvan -Claude Pierre , Esq. Reed Smith LLP