SEC Company Response from American Virtual Cloud Technologies, Inc. (CIK 0001704760) — Jan 23, 2020
American Virtual Cloud Technologies, Inc. (CIK 0001704760)
Date: Jan. 23, 2020 · CIK: 0001704760 · Accession: 0001104659-20-006348
AI Filing Summary & Sentiment
File numbers found in text: 001-38167
Referenced dates: January 11, 2020
Letter
Jason Simon, Esq.
Tel 703.749.1386
Fax 703.714.8386
simonj@gtlaw.com
January 23, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C. 20549
Attention: Morgan Youngwood
Stephen Krikorian
Matthew Crispino
Jan Woo
Re: Pensare Acquisition Corp. Preliminary Revised Merger Proxy Statement on Schedule 14A Filed December 26, 2019 SEC Comment Letter dated January 11, 2020
File No. 001-38167
Ladies and Gentlemen:
This letter is submitted on behalf of Pensare Acquisition Corp. (the “Company”), in response to the comments of the staff of the Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Revised Preliminary Merger Proxy Statement on Schedule 14A filed with the Commission on December 26, 2019 (“Amendment No. 1”), as set forth in the Staff’s letter to Mr. Darrell J. Mays of the Company dated January 11, 2020 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A originally filed with the Commission on October 8, 2019 (“Amendment No. 2”) which includes changes in response to the Staff’s comments.
For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with the Company’s responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 1, and page references in the Company’s responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.
Revised Preliminary Proxy Statement filed December 26, 2019
Questions and Answers What will happen in the Business Combination?, page 5
1. We note your response to prior comment 1. The revised disclosure on page 5 indicates that the compensation to be paid to Holdings will be adjusted with respect to the debt and net working capital of Computex. It is unclear, however, in the subsequent discussion regarding how the compensation will be delivered to Holdings how the compensation will be adjusted for Computex’s debt and net working capital. Please advise.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 5 of Amendment No. 2.
Risk Factors “Resources could be spent researching acquisitions that are not consummated...”, page 52
2. We note your response to prior comment 3. Please revise this risk factor to discuss the material costs you incurred in your search for a target business, including costs incurred in connection with your pursuit of U.S. TelePacific Holdings Corp.
Response:
In response to the Staff’s comment, the Company has deleted the disclosure on page 52 of Amendment No. 2.
“Our amended and restated certificate of incorporation provides, subject to limited exceptions...”, page 53
3. We note your response to prior comment 5 that the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Clarify whether the provision applies to actions arising under the Securities Act. Please ensure that the governing documents state this clearly.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 53 of Amendment No. 2.
Business Combination Certain Computex Projected Financial Information, page 73
4. We note that you disclose certain projected financial information. Please revise to disclose the assumptions which in management’s opinion are most significant to the projections. Please explain why you have a reasonable basis for the assumptions
underlying the prospective financial information. Describe the level of support underlying your assumptions. We refer you to Item 10 of Regulation S-K.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 74-76 of Amendment No. 2.
Unaudited Pro Forma Condensed Combined Financial Statements, page 84
5. We note that you plan to raise additional funds via a $45 million investment from other third parties, including an anchor investor (the “Anchor Investor”). We further note that each $1,250 Unit of investments would consist of 80% in a Series A convertible debenture and 20% equity as follows: (i) $1,000 in face amount of Series A convertible debentures (“Series A Debentures”) and (ii) one five-year warrant to purchase 100 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $0.01 per share and 3,000,000 shares of common stock at a purchase price of $3.00 per share. Please revise to describe the terms and conditions associated with the Series A convertible debenture. Explain how you determined the common stock purchase price to be $3.00 per share. Provide us with an analysis of how you determined that the warrants should be classified as equity. Revise to clarify how you determined each of the assumptions for valuing the warrants using the Black-Scholes option valuation model.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 86 of Amendment No. 2.
The Company has determined that the warrants should be classified in equity based on the below factors. The warrants are not within the scope of ASC 480-10 and therefore are not to be accounted for as liabilities because (i) they are not mandatorily redeemable, (ii) there is no obligation to buy back shares in exchange for cash or other assets, and (iii) the settlement of the warrants is for a fixed number of shares. Accordingly, the warrants are classified as equity based on the guidance in ASC 815-10.
Additionally, the warrants are not considered derivatives because they meet both of the scope requirements set forth in ASC 815-10-15-74. Specifically, the warrants are (i) indexed to the Company’s common stock, and (ii) classified in stockholders’ equity. The warrants are indexed to the Company’s common stock because, (a) per ASC 815-40-15-7, they are not based on an observable market or index other than the Company’s common stock, and the settlement amount is for a fixed number of shares, and (b) per ASC 815-
40-25-1 through 6, the warrants are to be settled in equity only, not cash. The warrants are therefore classified in equity because, per ASC 815-40-25-1 through 6, the warrants are to be settled in equity only, not cash.
Further, the warrants are classified as equity because they meet the requirements of ASC 815-40-25-7 through 35 and settlement of the warrants are only in equity and not in cash. The requirements related to the warrants are: (i) settlement is permitted in unregistered shares, if necessary, if the registered shares are insufficient to meet the conversion requirements of the warrants, (ii) there is sufficient authorized and unissued shares to settle the warrants, (iii) the warrant contains an explicit share limit based on a fixed number of shares, (iv) no cash payment is required if the Company fails to make timely filings with the Commission, (v) no cash-settled top-off or make-whole provision is required if the Company fails to achieve a certain level of return on investment, (vi) no counterparty rights rank higher than shareholder rights, and (vii) no collateral is required.
6. We note your response to prior comment 10. Please provide us with a more detailed analysis of how you determined that Pensare is the accounting acquirer. Describe in greater detail how you considered each of the factors in ASC 805-10-55-(10-15). Explain how your analysis considered that Mr. Haffar and Mr. Perez will retain senior management positions of the Surviving Corporation. Tell us whether Computex will be entitled to any seats on the board of directors in connection with the Business Combination Agreement. Clarify your disclosures that indicate that Mr. Mock, Dr. Willis and Mr. Foley hold economic interests in Pensare Sponsor Group, LLC and pecuniary interests in the securities held by Pensare Sponsor Group, LLC. Tell us the number of shares and percentages owned by these individuals in Pensare Sponsor Group, LLC. In addition, tell us whether MasTec, Inc. or its officers and directors own any interest in Navigation Capital Partners II L.P and Computex.
Response:
The Company respectfully informs the Staff that the following facts, among other things, have been taken into consideration as they apply to ASC 805-10-55-(10-15) and the Company managements’ determination that the Company is the acquirer for purposes of the Business Combination:
1. Sam Haffar (Computex’s chief executive officer) will become the chief executive officer of the Surviving Corporation following the closing of the Business Combination. Mr. Perez (Computex’s chief financial officer) will become the chief financial officer of the Surviving Corporation.
2. The Sponsor directly holds 5,818,500 shares of the Company’s common stock. As the sole manager of the Sponsor, Mr. Mays may be deemed the beneficial holder
of all shares held by the Sponsor. Currently, Mr. Mock indirectly owns approximately 6.8% of the Sponsor’s Class A units and Dr. Willis and Mr. Foley own approximately 17.5% and 6.0% of the Sponsor’s Class B units, respectively. The Class B units are “profits interests,” and are entitled to receive distributions only after such time, if ever, as the holders of Class A units have received a specified return on their invested capital. Specifically, pursuant to the Sponsor’s operating agreement, holders of Class A units are first entitled to receive three times the total amount of the capital contributions made by such holders. Any remaining amount distributed will be allocated to the holders of the Class B units on a pro-rata basis.
3. Mr. Mock is the managing member of Navigation Capital Partners II L.P. Navigation Capital Partners II L.P. owns 64.10% of the preferred units of Computex.
4. Neither MasTec, Inc., nor its officers and directors, own any interest in Navigation Capital Partners II L.P. or Computex.
5. The current board of directors of the Company is expected remain in place upon the closing of the Business Combination. Computex does not have a right to appoint any individuals to the board of directors of the Company.
6. The pro-forma financial statements represent that, in the Business Combination, consideration of $60 million will be paid by the Company to Computex in exchange for the equity of Computex, to be paid $20.0 million in cash, the Company to assume $20.0 million of Computex’s debt and the Company issuing $20 million of its common stock.
The pro-forma financial statements represent that no party has a 50% or greater voting interest. ASC 805-10-55-10 states that if an acquirer cannot be identified based solely on the outstanding voting interests exceeding 50%, then the guidance in ASC 805-10-55-11 through 55-15 should be considered in determining the acquirer. For this purpose, no single criteria in the guidance, ASC 805-10-55-11 through 15, is more significant than any other. Therefore, the determination of the accounting acquirer requires the exercise of professional judgement based on an evaluation of all factors in the aggregate.
ASC 805-10-55-11 states that in a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity that transfers the cash or other assets or incurs the liabilities. The aggregate value of the consideration the Company will issue to Holdings in exchange for the equity of Computex is approximately $60.0 million, of which, $20.0 million is in cash and the Company will assume $20.0 million of Computex’s debt.
ASC 805-10-55-12 states that in a business combination effected primarily by exchanging equity interests, the acquirer is the entity that issues its equity interests. However, in some business combinations, which are commonly referred to as reverse acquisitions, the issuing entity is the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, such as, (i) the relative voting rights of the combined entity following the business combination, (ii) the existence of a large minority interest in the combined entity, (iii) the composition of the governing body of the combined entity, and (iv) the terms of the exchange of equity interests regarding whether a premium is paid for the acquired entity. The aggregate value of the consideration that the Company will issue to Holdings in exchange for the equity of Computex is approximately $60.0 million, of which, the Company will issue $20 million of its common stock.
It is expected that the Company will have the most influence over the combined entity because the current members of the Company’s board of directors are expected to continue as members of the Company’s board of directors after the transaction is complete. Additionally, the Company is issuing its equity interests and paying a premium over the pre-combination fair value of the equity interests.
ASC 805-10-55-13 states that the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings), is significantly larger than that of the other combining entity or entities. Computex is relatively larger in terms of assets, revenues and earnings.
ASC 805-10-55-14 states that in a business combination involving more than two entities, determining the acquirer shall include consideration of, among other things, which of the combining entities initiated the business combination, as well as the relative size of the combining entities. Although this business combination was initiated by the Company, the transaction is between only two entities, the Company and Computex, therefore ASC 805-10-55-14 does not apply in this instance.
ASC 805-10-55-15 states that a new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets or incurs liabilities as consideration may be the acquirer. In the pro forma financial statements, a new entity, Holdings, has been formed for purposes of consummating the transaction between the Company and Computex. Upon consummation of the Business Combination, the Company will issue to Holdings an aggregate of 6,666,667 shares of
Pensare Common Stock representing $60 million aggregate value of the consideration the Company will issue to Holdings in exchange for the equity of Computex.
Overall, in the aggregate, after assessing the criteria in ASC 805-10-55-10 through 15, the Company has been determined that the Company is the accounting acquirer.
Note 3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2019, page 92
7. Please revise your disclosures in Adjustment C to clarify that the $45.0 million in cash from the third party investor is to be received subsequent to September 30, 2019. In this respect, your current disclosures appear to imply that the cash was already received from the third party investor subsequent to September 30, 2019.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 93 of Amendment No. 2.
8. We note that transactions expenses w
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CORRESP 1 filename1.htm Jason Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 simonj@gtlaw.com January 23, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Attention: Morgan Youngwood Stephen Krikorian Matthew Crispino Jan Woo Re: Pensare Acquisition Corp. Preliminary Revised Merger Proxy Statement on Schedule 14A Filed December 26, 2019 SEC Comment Letter dated January 11, 2020 File No. 001-38167 Ladies and Gentlemen: This letter is submitted on behalf of Pensare Acquisition Corp. (the “Company”), in response to the comments of the staff of the Office of Technology (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Revised Preliminary Merger Proxy Statement on Schedule 14A filed with the Commission on December 26, 2019 (“Amendment No. 1”), as set forth in the Staff’s letter to Mr. Darrell J. Mays of the Company dated January 11, 2020 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A originally filed with the Commission on October 8, 2019 (“Amendment No. 2”) which includes changes in response to the Staff’s comments. For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with the Company’s responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 1, and page references in the Company’s responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2. Revised Preliminary Proxy Statement filed December 26, 2019 Questions and Answers What will happen in the Business Combination?, page 5 1. We note your response to prior comment 1. The revised disclosure on page 5 indicates that the compensation to be paid to Holdings will be adjusted with respect to the debt and net working capital of Computex. It is unclear, however, in the subsequent discussion regarding how the compensation will be delivered to Holdings how the compensation will be adjusted for Computex’s debt and net working capital. Please advise. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 5 of Amendment No. 2. Risk Factors “Resources could be spent researching acquisitions that are not consummated...”, page 52 2. We note your response to prior comment 3. Please revise this risk factor to discuss the material costs you incurred in your search for a target business, including costs incurred in connection with your pursuit of U.S. TelePacific Holdings Corp. Response: In response to the Staff’s comment, the Company has deleted the disclosure on page 52 of Amendment No. 2. “Our amended and restated certificate of incorporation provides, subject to limited exceptions...”, page 53 3. We note your response to prior comment 5 that the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Clarify whether the provision applies to actions arising under the Securities Act. Please ensure that the governing documents state this clearly. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 53 of Amendment No. 2. Business Combination Certain Computex Projected Financial Information, page 73 4. We note that you disclose certain projected financial information. Please revise to disclose the assumptions which in management’s opinion are most significant to the projections. Please explain why you have a reasonable basis for the assumptions 2 underlying the prospective financial information. Describe the level of support underlying your assumptions. We refer you to Item 10 of Regulation S-K. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 74-76 of Amendment No. 2. Unaudited Pro Forma Condensed Combined Financial Statements, page 84 5. We note that you plan to raise additional funds via a $45 million investment from other third parties, including an anchor investor (the “Anchor Investor”). We further note that each $1,250 Unit of investments would consist of 80% in a Series A convertible debenture and 20% equity as follows: (i) $1,000 in face amount of Series A convertible debentures (“Series A Debentures”) and (ii) one five-year warrant to purchase 100 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $0.01 per share and 3,000,000 shares of common stock at a purchase price of $3.00 per share. Please revise to describe the terms and conditions associated with the Series A convertible debenture. Explain how you determined the common stock purchase price to be $3.00 per share. Provide us with an analysis of how you determined that the warrants should be classified as equity. Revise to clarify how you determined each of the assumptions for valuing the warrants using the Black-Scholes option valuation model. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 86 of Amendment No. 2. The Company has determined that the warrants should be classified in equity based on the below factors. The warrants are not within the scope of ASC 480-10 and therefore are not to be accounted for as liabilities because (i) they are not mandatorily redeemable, (ii) there is no obligation to buy back shares in exchange for cash or other assets, and (iii) the settlement of the warrants is for a fixed number of shares. Accordingly, the warrants are classified as equity based on the guidance in ASC 815-10. Additionally, the warrants are not considered derivatives because they meet both of the scope requirements set forth in ASC 815-10-15-74. Specifically, the warrants are (i) indexed to the Company’s common stock, and (ii) classified in stockholders’ equity. The warrants are indexed to the Company’s common stock because, (a) per ASC 815-40-15-7, they are not based on an observable market or index other than the Company’s common stock, and the settlement amount is for a fixed number of shares, and (b) per ASC 815- 3 40-25-1 through 6, the warrants are to be settled in equity only, not cash. The warrants are therefore classified in equity because, per ASC 815-40-25-1 through 6, the warrants are to be settled in equity only, not cash. Further, the warrants are classified as equity because they meet the requirements of ASC 815-40-25-7 through 35 and settlement of the warrants are only in equity and not in cash. The requirements related to the warrants are: (i) settlement is permitted in unregistered shares, if necessary, if the registered shares are insufficient to meet the conversion requirements of the warrants, (ii) there is sufficient authorized and unissued shares to settle the warrants, (iii) the warrant contains an explicit share limit based on a fixed number of shares, (iv) no cash payment is required if the Company fails to make timely filings with the Commission, (v) no cash-settled top-off or make-whole provision is required if the Company fails to achieve a certain level of return on investment, (vi) no counterparty rights rank higher than shareholder rights, and (vii) no collateral is required. 6. We note your response to prior comment 10. Please provide us with a more detailed analysis of how you determined that Pensare is the accounting acquirer. Describe in greater detail how you considered each of the factors in ASC 805-10-55-(10-15). Explain how your analysis considered that Mr. Haffar and Mr. Perez will retain senior management positions of the Surviving Corporation. Tell us whether Computex will be entitled to any seats on the board of directors in connection with the Business Combination Agreement. Clarify your disclosures that indicate that Mr. Mock, Dr. Willis and Mr. Foley hold economic interests in Pensare Sponsor Group, LLC and pecuniary interests in the securities held by Pensare Sponsor Group, LLC. Tell us the number of shares and percentages owned by these individuals in Pensare Sponsor Group, LLC. In addition, tell us whether MasTec, Inc. or its officers and directors own any interest in Navigation Capital Partners II L.P and Computex. Response: The Company respectfully informs the Staff that the following facts, among other things, have been taken into consideration as they apply to ASC 805-10-55-(10-15) and the Company managements’ determination that the Company is the acquirer for purposes of the Business Combination: 1. Sam Haffar (Computex’s chief executive officer) will become the chief executive officer of the Surviving Corporation following the closing of the Business Combination. Mr. Perez (Computex’s chief financial officer) will become the chief financial officer of the Surviving Corporation. 2. The Sponsor directly holds 5,818,500 shares of the Company’s common stock. As the sole manager of the Sponsor, Mr. Mays may be deemed the beneficial holder 4 of all shares held by the Sponsor. Currently, Mr. Mock indirectly owns approximately 6.8% of the Sponsor’s Class A units and Dr. Willis and Mr. Foley own approximately 17.5% and 6.0% of the Sponsor’s Class B units, respectively. The Class B units are “profits interests,” and are entitled to receive distributions only after such time, if ever, as the holders of Class A units have received a specified return on their invested capital. Specifically, pursuant to the Sponsor’s operating agreement, holders of Class A units are first entitled to receive three times the total amount of the capital contributions made by such holders. Any remaining amount distributed will be allocated to the holders of the Class B units on a pro-rata basis. 3. Mr. Mock is the managing member of Navigation Capital Partners II L.P. Navigation Capital Partners II L.P. owns 64.10% of the preferred units of Computex. 4. Neither MasTec, Inc., nor its officers and directors, own any interest in Navigation Capital Partners II L.P. or Computex. 5. The current board of directors of the Company is expected remain in place upon the closing of the Business Combination. Computex does not have a right to appoint any individuals to the board of directors of the Company. 6. The pro-forma financial statements represent that, in the Business Combination, consideration of $60 million will be paid by the Company to Computex in exchange for the equity of Computex, to be paid $20.0 million in cash, the Company to assume $20.0 million of Computex’s debt and the Company issuing $20 million of its common stock. The pro-forma financial statements represent that no party has a 50% or greater voting interest. ASC 805-10-55-10 states that if an acquirer cannot be identified based solely on the outstanding voting interests exceeding 50%, then the guidance in ASC 805-10-55-11 through 55-15 should be considered in determining the acquirer. For this purpose, no single criteria in the guidance, ASC 805-10-55-11 through 15, is more significant than any other. Therefore, the determination of the accounting acquirer requires the exercise of professional judgement based on an evaluation of all factors in the aggregate. ASC 805-10-55-11 states that in a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity that transfers the cash or other assets or incurs the liabilities. The aggregate value of the consideration the Company will issue to Holdings in exchange for the equity of Computex is approximately $60.0 million, of which, $20.0 million is in cash and the Company will assume $20.0 million of Computex’s debt. 5 ASC 805-10-55-12 states that in a business combination effected primarily by exchanging equity interests, the acquirer is the entity that issues its equity interests. However, in some business combinations, which are commonly referred to as reverse acquisitions, the issuing entity is the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, such as, (i) the relative voting rights of the combined entity following the business combination, (ii) the existence of a large minority interest in the combined entity, (iii) the composition of the governing body of the combined entity, and (iv) the terms of the exchange of equity interests regarding whether a premium is paid for the acquired entity. The aggregate value of the consideration that the Company will issue to Holdings in exchange for the equity of Computex is approximately $60.0 million, of which, the Company will issue $20 million of its common stock. It is expected that the Company will have the most influence over the combined entity because the current members of the Company’s board of directors are expected to continue as members of the Company’s board of directors after the transaction is complete. Additionally, the Company is issuing its equity interests and paying a premium over the pre-combination fair value of the equity interests. ASC 805-10-55-13 states that the acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings), is significantly larger than that of the other combining entity or entities. Computex is relatively larger in terms of assets, revenues and earnings. ASC 805-10-55-14 states that in a business combination involving more than two entities, determining the acquirer shall include consideration of, among other things, which of the combining entities initiated the business combination, as well as the relative size of the combining entities. Although this business combination was initiated by the Company, the transaction is between only two entities, the Company and Computex, therefore ASC 805-10-55-14 does not apply in this instance. ASC 805-10-55-15 states that a new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets or incurs liabilities as consideration may be the acquirer. In the pro forma financial statements, a new entity, Holdings, has been formed for purposes of consummating the transaction between the Company and Computex. Upon consummation of the Business Combination, the Company will issue to Holdings an aggregate of 6,666,667 shares of 6 Pensare Common Stock representing $60 million aggregate value of the consideration the Company will issue to Holdings in exchange for the equity of Computex. Overall, in the aggregate, after assessing the criteria in ASC 805-10-55-10 through 15, the Company has been determined that the Company is the accounting acquirer. Note 3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2019, page 92 7. Please revise your disclosures in Adjustment C to clarify that the $45.0 million in cash from the third party investor is to be received subsequent to September 30, 2019. In this respect, your current disclosures appear to imply that the cash was already received from the third party investor subsequent to September 30, 2019. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 93 of Amendment No. 2. 8. We note that transactions expenses w