SEC Comment Letter for Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — May 6, 2016
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: May 6, 2016 · CIK: 0001665300 · Accession: 0000000000-16-075237
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 May 5, 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. 2 to Draft Registration Statement on Form S -1 Submitted April 18, 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.
Summary, page 1
1. It appears that, in response to prior comment 1, you deleted much of the disclosure throughout your document about the association between Messrs. Tsirigakis and Syllantavos and the two blank check companies. Please expand the disclosure in the appropriat e section to discuss when Nautilus Marine and Star Maritime conducted their initial public offerings, briefly describe that Nautilus Marine and Star Maritime consummated business transactions and disclose the current trading market of the post combination entities.
Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. May 5, 2016 Page 2
2. We note your response to prior comment 3. Please expand the disclosure about the business experience of Mr. Tsirigakis to disclose the net loss of Dryships, Inc. for the fiscal year ended December 31, 2015 and the “going concern” language in the financial statements and auditor’s report.
3. We note your response to prior comment 4. Please tell us why you disclose the benefits that Messrs. Tsirigakis and Syllantavos received only until Nautilus Marine and Star Maritime completed their initial public offerings. Please disclose whether Messrs. Tsirigakis and Syllantavos received benefits when the entities were initially acquired, when they were taken private and/or af ter the acquisition by DryShips, Inc.
Private Placement Warrants, page 10
4. We note your response to prior comment 6. Please expand the disclosure in this section to identify the sponsors who will purchase in the private placement.
You may contact Eric A tallah 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 Counsel, at (202) 551 -3314 with any other questions.
Sincerely,
/s/ Daniel Morris for
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Mail Stop 3030 May 5, 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. 2 to Draft Registration Statement on Form S -1 Submitted April 18, 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. Summary, page 1 1. It appears that, in response to prior comment 1, you deleted much of the disclosure throughout your document about the association between Messrs. Tsirigakis and Syllantavos and the two blank check companies. Please expand the disclosure in the appropriat e section to discuss when Nautilus Marine and Star Maritime conducted their initial public offerings, briefly describe that Nautilus Marine and Star Maritime consummated business transactions and disclose the current trading market of the post combination entities. Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. May 5, 2016 Page 2 2. We note your response to prior comment 3. Please expand the disclosure about the business experience of Mr. Tsirigakis to disclose the net loss of Dryships, Inc. for the fiscal year ended December 31, 2015 and the “going concern” language in the financial statements and auditor’s report. 3. We note your response to prior comment 4. Please tell us why you disclose the benefits that Messrs. Tsirigakis and Syllantavos received only until Nautilus Marine and Star Maritime completed their initial public offerings. Please disclose whether Messrs. Tsirigakis and Syllantavos received benefits when the entities were initially acquired, when they were taken private and/or af ter the acquisition by DryShips, Inc. Private Placement Warrants, page 10 4. We note your response to prior comment 6. Please expand the disclosure in this section to identify the sponsors who will purchase in the private placement. You may contact Eric A tallah 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 Counsel, 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.