SEC Comment Letter for Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — Apr 7, 2016
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: April 7, 2016 · CIK: 0001665300 · Accession: 0000000000-16-071346
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 April 7, 2016 Via E -mail Prokopios (Akis) Tsirigakis Chief Executive Officer Stellar Acquisition III Inc. 90 Kifissias Avenue Maroussi 15125 Athens, Greece
Re: Stellar Acquisition III Inc. Amendment No. 1 to Draft Registration Statement on Form S -1 Submitted March 21, 2016 CIK No. 0001665300
Dear Mr. Tsirigakis :
We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in re sponse to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Prospectus Summary, page 1
1. We note your response to prior comment 1. If you elect to highlight the positive aspects of the businesses with which your management was affiliated, please balance your disclosure with equally prominent disclosure about negative developments. For example , we note your references here to the amounts raised for Nautilus Marine and Star Maritime, the size of the subsequent business combinations and your references on page 87 to your cargo capacity. Please balance your disclosure by including disclosure regarding any post -combination difficulties, including issues related to profitability, if applicable.
Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. April 7, 2016 Page 2
We face risks related to companies in the vessel transport industry, page 48
2. It appears that your co -chief executive officers were founders, officers or d irectors of two blank check companies that consummated business combinations with companies that operated a fleet of offshore service vessels and dry bulk carrier vessels, respectively. Given each individual’s history of using blank check companies to acq uire these types of vessels, tell us whether you considered adding risk factors that highlight the material risks concerning companies that use such vessels.
Management, page 87
3. We note your response to prior comment 14. Revise the disclosure on page 87 to clarify the relationship, if any, between Mr. Tsirigakis and Nautilus Offshore Services and DryShips since November 24, 2015. Also, revise the disclosure in this section concerning Messrs. Tsirigakis and Syllantavos to d isclose their business experience with the entities mentioned in footnotes (3) and (4) on page 96.
4. We note your response to prior comment 15. Disclose the benefits received by Messrs. Tsirigakis, Syllantavos and Argyros from their association with compan ies that had a business plan similar to your business plan.
5. Please expand the disclosure in this section about the business experience of Mr. Syllantavos to disclose the accumulated deficit of BTHC X, Inc. as of December 31, 2015 and the “going concern” l anguage in the financial statements and auditor’s report.
Certain Relationships and Related Party Transactions, page 99
6. We note your response to prior comment 18. Please identify the related parties who will purchase in the private placement.
You may contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at (202) 551 -3603 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counse l, at (202) 551 -3314 with any other questions.
Sincerely,
/s/ Daniel Morris for
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Mail Stop 3030 April 7, 2016 Via E -mail Prokopios (Akis) Tsirigakis Chief Executive Officer Stellar Acquisition III Inc. 90 Kifissias Avenue Maroussi 15125 Athens, Greece Re: Stellar Acquisition III Inc. Amendment No. 1 to Draft Registration Statement on Form S -1 Submitted March 21, 2016 CIK No. 0001665300 Dear Mr. Tsirigakis : We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in re sponse to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Prospectus Summary, page 1 1. We note your response to prior comment 1. If you elect to highlight the positive aspects of the businesses with which your management was affiliated, please balance your disclosure with equally prominent disclosure about negative developments. For example , we note your references here to the amounts raised for Nautilus Marine and Star Maritime, the size of the subsequent business combinations and your references on page 87 to your cargo capacity. Please balance your disclosure by including disclosure regarding any post -combination difficulties, including issues related to profitability, if applicable. Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. April 7, 2016 Page 2 We face risks related to companies in the vessel transport industry, page 48 2. It appears that your co -chief executive officers were founders, officers or d irectors of two blank check companies that consummated business combinations with companies that operated a fleet of offshore service vessels and dry bulk carrier vessels, respectively. Given each individual’s history of using blank check companies to acq uire these types of vessels, tell us whether you considered adding risk factors that highlight the material risks concerning companies that use such vessels. Management, page 87 3. We note your response to prior comment 14. Revise the disclosure on page 87 to clarify the relationship, if any, between Mr. Tsirigakis and Nautilus Offshore Services and DryShips since November 24, 2015. Also, revise the disclosure in this section concerning Messrs. Tsirigakis and Syllantavos to d isclose their business experience with the entities mentioned in footnotes (3) and (4) on page 96. 4. We note your response to prior comment 15. Disclose the benefits received by Messrs. Tsirigakis, Syllantavos and Argyros from their association with compan ies that had a business plan similar to your business plan. 5. Please expand the disclosure in this section about the business experience of Mr. Syllantavos to disclose the accumulated deficit of BTHC X, Inc. as of December 31, 2015 and the “going concern” l anguage in the financial statements and auditor’s report. Certain Relationships and Related Party Transactions, page 99 6. We note your response to prior comment 18. Please identify the related parties who will purchase in the private placement. You may contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at (202) 551 -3603 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counse l, at (202) 551 -3314 with any other questions. Sincerely, /s/ Daniel Morris for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Stuart Neuhauser, Esq.