SEC Comment Letter for Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — Oct 24, 2018
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: Oct. 24, 2018 · CIK: 0001665300 · Accession: 0000000000-18-033362
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-224227
Referenced dates: August 14, 2018
Letter
Mail Stop 4561 October 24 , 2018 George Syllantavos Co-Chief Executive Officer Stellar Acquisition III Inc. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105
Re: Stellar Acquisition III Inc. Amendment No. 3 to Registration Statement on Form S -4 Filed October 2 , 2018 File No. 333-224227
Dear Mr. Syllantavos :
We have reviewed your amended registration statement and have the following comment . In our comment , 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 comment applies to your fac ts 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 our comment , we may have additional comm ents.
General
1. Exhibit 10.22 (Form of Warrant to Purchase Shares of Series F Preferred Stock and PhunCoin of Phunware, Inc.) to the registration statement provides that Phunware, Inc., a reporting company and not PhunCoin the subsidiary, will issue the PhunCoin upon the initial coin offering of the PhunCoins by Phunware. Throughout the registration statement, however, it is stated that PhunCoin, Inc., the wholly -owned subsidiary of Phunware, will issue the PhunCoins to holders of Phunware’s Series F con vertible preferred stock who received such shares pursuant to the Warrant. Additionally, in your response letter dated August 14, 2018, you stated that PhunCoin, Inc. will issue the PhunCoins. It therefore appears that the disclosure is inconsistent with the terms of the Warrant and that Phunware, rather than PhunCoin , Inc., is the issuer of the PhunCoin at the time the Warrant was entered into. Please revise your disclosure to state that the
George Syllantavos Stellar Acquisition III Inc. October 24 , 2018 Page 2
Warrant providing for the PhunCoin will be issued by Phunware and explain how PhunCoin, Inc. could assume the obligation to issue the PhunCoins that were sold under the terms of the Warrant . In addition, please advise how the holders of the Series F convertible preferred stock have been advised that the PhunCoins wi ll be issued by PhunCoin, Inc. rather than Phunware.
You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551 -3297 or me at (202) 551 -3673 with any other questions.
Sincerely,
/s/ Folake Ayoola
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Mail Stop 4561 October 24 , 2018 George Syllantavos Co-Chief Executive Officer Stellar Acquisition III Inc. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Re: Stellar Acquisition III Inc. Amendment No. 3 to Registration Statement on Form S -4 Filed October 2 , 2018 File No. 333-224227 Dear Mr. Syllantavos : We have reviewed your amended registration statement and have the following comment . In our comment , 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 comment applies to your fac ts 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 our comment , we may have additional comm ents. General 1. Exhibit 10.22 (Form of Warrant to Purchase Shares of Series F Preferred Stock and PhunCoin of Phunware, Inc.) to the registration statement provides that Phunware, Inc., a reporting company and not PhunCoin the subsidiary, will issue the PhunCoin upon the initial coin offering of the PhunCoins by Phunware. Throughout the registration statement, however, it is stated that PhunCoin, Inc., the wholly -owned subsidiary of Phunware, will issue the PhunCoins to holders of Phunware’s Series F con vertible preferred stock who received such shares pursuant to the Warrant. Additionally, in your response letter dated August 14, 2018, you stated that PhunCoin, Inc. will issue the PhunCoins. It therefore appears that the disclosure is inconsistent with the terms of the Warrant and that Phunware, rather than PhunCoin , Inc., is the issuer of the PhunCoin at the time the Warrant was entered into. Please revise your disclosure to state that the George Syllantavos Stellar Acquisition III Inc. October 24 , 2018 Page 2 Warrant providing for the PhunCoin will be issued by Phunware and explain how PhunCoin, Inc. could assume the obligation to issue the PhunCoins that were sold under the terms of the Warrant . In addition, please advise how the holders of the Series F convertible preferred stock have been advised that the PhunCoins wi ll be issued by PhunCoin, Inc. rather than Phunware. You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551 -3297 or me at (202) 551 -3673 with any other questions. Sincerely, /s/ Folake Ayoola Folake Ayoola Special Counsel Office of Information Technologies and Services cc: Jeffrey W. Rubin Ellenoff Grossman & Schole LLP