SEC Company Response from Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — Aug 15, 2016
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: Aug. 15, 2016 · CIK: 0001665300 · Accession: 0001213900-16-015959
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212377
Letter
VIA EDGAR Division of Corporation Finance Re: Stellar Acquisition III Inc. Amendment No. 2 to Registration Statement on Form S-1 Response Dated August 8, 2016 File No. 333-212377
Dear Mr. Morris:
Stellar Acquisition III Inc. (the “Company”, “it”, “we”, “us” or “our”) hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 11, 2016, regarding Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”) previously filed on August 2, 2016.
For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
1. We note your statement that the sponsors will waive their right to be repaid. Please file the waiver as an exhibit. If you do not have an executed waiver, please revise to disclose that the sponsors have not waived, and may not, their right to be repaid in the event that the company does not consummate a business combination. In addition, in the event that you are required to repay the loans, disclose the source of funds that will be used for repayment.
In response to the Staff’s comment, we have revised Section 9 of the Letter Agreement among the Company and our officers, directors and security holders (the “Letter Agreement”) to provide that the sponsors will waive their right to be repaid for such loan from funds held in the trust account. However, we may repay such loans from funds held outside of the trust account. We have re-filed the Letter Agreement as Exhibit 10.4 to the Registration Statement.
2. We note your response to prior comment 3. Please revise to prominently disclose that the terms of the promissory note to be issued in connection with the extension loans have not been negotiated. In addition, please provide appropriate risk factor disclosure to address the risk that the extension loans may not be made on the terms described in the prospectus.
In response to the Staff’s comment, we have revised pages 14 and 26 of the Registration Statement to prominently disclose that the terms of the promissory note to be issued in connection with the extension loans have not been negotiated. In addition, we have revised page 26 of the Registration Statement to address the risk that the extension loans may not be made on the terms described in the Registration Statement.
3. We note your response to prior comment 5. We also note that Section 9.2(d) appears to govern the company’s obligation to fully redeem shares if a business combination is not consummated. According to Section 9.7, any amendment to the “substance or timing” of that obligation will trigger shareholder redemption rights that are “subject to the Redemption Limitation.” That is, in the event of an amendment, the limitation contained in Section 9.7 appears to mean that the shares may not be fully redeemed. Please revise your prospectus disclosure to clarify how the redemption right would apply or, alternatively, provide further analysis as to why you believe that revisions are not necessary.
In response to the Staff’s comment, we have revised Section 9.7 of the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to clarify that, in the event that the redemption limitation is not met, the Company may not extend the Termination Date. We have re-filed the Charter as Exhibit 3.3 to the Registration Statement.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
/s/ Prokopios (Akis) Tsirigakis
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Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece
August 15, 2016
VIA EDGAR
U.S. Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3030
Washington, DC 20549
Attn: Daniel
Morris, Special Counsel
Re: Stellar Acquisition III Inc.
Amendment
No. 2 to Registration Statement on Form S-1
Response
Dated August 8, 2016
File
No. 333-212377
Dear
Mr. Morris:
Stellar Acquisition
III Inc. (the “Company”, “it”, “we”, “us” or “our”)
hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated August 11, 2016, regarding Amendment No. 2 to the Registration
Statement on Form S-1 (the “Registration Statement”) previously filed on August 2, 2016.
For your convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
1. We
note your statement
that the sponsors will waive
their right
to be repaid.
Please
file the waiver
as an exhibit.
If
you do not have an
executed
waiver,
please
revise
to disclose that the sponsors have
not waived, and
may not, their
right
to be repaid
in the event
that the company
does not consummate
a business combination.
In addition,
in the event
that you
are required
to repay
the loans, disclose the source
of funds that will
be used for repayment.
In response to the Staff’s comment, we have revised Section 9 of the Letter
Agreement among the Company and our officers, directors and security holders (the “Letter Agreement”) to
provide that the sponsors will waive their right to be repaid for such loan from funds held in the trust account.
However, we may repay such loans from funds held outside of the trust account. We have
re-filed the
Letter Agreement
as Exhibit
10.4 to
the Registration
Statement.
2. We
note your
response to prior
comment 3. Please
revise to prominently
disclose that the terms of the promissory
note to be issued
in connection
with the extension
loans have
not been negotiated.
In addition,
please
provide appropriate
risk factor disclosure
to address the risk
that the
extension loans may
not be made
on the terms described
in the prospectus.
In response to the Staff’s comment, we have revised pages 14 and 26 of the
Registration Statement to prominently disclose that the terms of the
promissory note to be issued
in connection
with the extension
loans have not
been negotiated.
In addition, we have revised page 26 of the Registration Statement to address the risk that the
extension loans may not
be made on
the terms described
in the Registration Statement.
3. We
note your
response to
prior comment
5. We also note that
Section
9.2(d) appears
to govern the
company’s obligation
to fully redeem
shares if a business
combination is not consummated.
According
to Section
9.7, any
amendment to the
“substance
or timing” of that obligation
will trigger
shareholder
redemption
rights that
are “subject
to the Redemption
Limitation.”
That is, in
the event of an
amendment,
the limitation
contained in Section
9.7 appears to
mean that the shares
may not be fully
redeemed.
Please
revise your
prospectus disclosure
to clarify
how the redemption
right would apply
or, alternatively,
provide further
analysis
as to why you
believe
that revisions
are not necessary.
In response
to the Staff’s comment, we have revised Section 9.7 of the Company’s Amended and Restated Articles of Incorporation
(the “Charter”) to clarify that, in the event that the redemption limitation is not met, the Company may not
extend the Termination Date. We have re-filed the Charter as Exhibit 3.3 to the Registration Statement.
We thank
the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic
mail to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
/s/ Prokopios (Akis) Tsirigakis
Prokopios (Akis) Tsirigakis
Chief Executive Officer
cc: Ellenoff Grossman & Schole LLP
Loeb & Loeb LLP
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