SEC Company Response from Phunware, Inc. (PHUN) (CIK 0001665300) (PHUN) — Aug 18, 2016
Phunware, Inc. (PHUN) (CIK 0001665300)
Date: Aug. 18, 2016 · CIK: 0001665300 · Accession: 0001213900-16-016214
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. 3 to Registration Statement on Form S-1 Response dated August 15, 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 18, 2016, regarding Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”) previously filed on August 15, 2016.
For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
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.
We hereby 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.
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.
We have revised the Registration Statement and Exhibits 3.3 and 10.4 to be consistent with Section 1(j) of Exhibit 10.5.
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
Show Raw Text
CORRESP
1
filename1.htm
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece
August 18, 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. 3 to Registration Statement
on Form S-1
Response dated August 15, 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 18, 2016, regarding Amendment No. 3 to the Registration
Statement on Form S-1 (the “Registration Statement”) previously filed on August 15, 2016.
For your convenience, we
have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
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.
We hereby 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.
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.
We have revised the Registration Statement
and Exhibits 3.3 and 10.4 to be consistent with Section 1(j) of Exhibit 10.5.
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