SEC Comment Letter for Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — Aug 18, 2016
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: Aug. 18, 2016 · CIK: 0001665300 · Accession: 0000000000-16-089210
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 August 18, 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. 3 to Registration Statement on Form S -1 Response dated August 15, 2016 File No. 333 -212377
Dear Mr. Tsirigakis :
We have reviewed your August 15 , 2016 response to our comment letter 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 informati on. 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. Unless we note otherwise, our references to prior comments are to comments in our August 11, 2016 letter .
Exhibit 3.3
1. We note that upon approval of an amendment to Section 9.2(d), shareholders will be given an opportunity to fully redeem their shares. Please confirm that any such amendment to Section 9.2(d) will be voided, and Section 9.2(d) will remain unchanged, if any shareholders who wish to redeem are unable to redeem due the redemption limitation.
Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. August 18, 2016 Page 2
Exhibit 10.5
2. We note your response to comment 3. While you disclose that you will not repay the extension loans, you appear to have added disclosures regarding the repayment of extension loans from funds outside the trust. We also note that Section 1(j) of Exhibit 10.5 appears to contemplate the withdrawal of interest earned on trust assets to repay the extension loans. Please reconcile.
You may contact Eric Ata llah 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 August 18, 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. 3 to Registration Statement on Form S -1 Response dated August 15, 2016 File No. 333 -212377 Dear Mr. Tsirigakis : We have reviewed your August 15 , 2016 response to our comment letter 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 informati on. 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. Unless we note otherwise, our references to prior comments are to comments in our August 11, 2016 letter . Exhibit 3.3 1. We note that upon approval of an amendment to Section 9.2(d), shareholders will be given an opportunity to fully redeem their shares. Please confirm that any such amendment to Section 9.2(d) will be voided, and Section 9.2(d) will remain unchanged, if any shareholders who wish to redeem are unable to redeem due the redemption limitation. Prokopios (Akis) Tsirigakis Stellar Acquisition III Inc. August 18, 2016 Page 2 Exhibit 10.5 2. We note your response to comment 3. While you disclose that you will not repay the extension loans, you appear to have added disclosures regarding the repayment of extension loans from funds outside the trust. We also note that Section 1(j) of Exhibit 10.5 appears to contemplate the withdrawal of interest earned on trust assets to repay the extension loans. Please reconcile. You may contact Eric Ata llah 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.