GP, regarding GHBA, I found this buried in sec filings. OHAQ also has received such a letter. They are concerned that Brenner has some authority over warrant exercices. In OHAQ,they were concerned about the minority vote of 20% as to whether that can be amended, ie, lowered after the offering.
MAIL STOP 3561
December 16, 2005
Richard A. Clarke, Chairman
Good Harbor Partners Acquisition Corp.
4100 North Fairfax Drive
Arlington, VA 22203
Re: Good Harbor Partners Acquisition Corp.
Registration Statement on Form S-1
Filed November 16, 2005
File No. 333-128351
Dear Mr. Clarke,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Summary, page 1
1. We note your response to comment four of our letter dated
October
25, 2005. In light of the fact that you will not be limited to a
particular industry, please revise your Item 101 of Regulation S-K
disclosure to discuss your intended search process in more detail
since you are able to acquire companies outside of management`s
expertise. Revise to clarify if there is a time frame or monetary
amount used that will trigger your search of companies not in the
initial industry focus. We note that you will hire experts to
assist
your management if you select a company outside of the security
industry. In that event, discuss how that will affect your use of
proceeds.
2. We note your disclosure on page one regarding your beliefs that
there are increasing threats and a need for security solutions.
We
also note the disclosure that corporations and governments are
seeking new technologies. Because you are not limited to a
particular industry, please revise to clarify how the noted
disclosure is relevant if you can acquire a company in any
industry.
Should you also include disclosure regarding opportunities in
every
other industry in which the company may determine to invest? Such
beneficial disclosure appears moot if you elect to acquire a
company
outside of the initial industry focus. Please revise to balance
your
disclosure.
Risk Factors, page 10
3. In the narrative to risk factor 17, we note that officers and
directors could either purchase in the market or in the offering
Class B common stock. We also note that they have conversion
rights
with regard to those shares. First, this discussion appears to
illustrate a risk separate to that highlighted in the risk factor
subheading and should be discussed in a separate risk factor if
material. Second, in the appropriate section, please revise to
discuss the decision making process in allowing the officers and
directors to evaluate a company, perform due diligence, propose
the
merger to investors, yet vote any Class B shares they own against
the
transaction and electing conversion.
4. We note your response to comment 13 that the risk factors
discussed on pages 20 - 23 should be included because management
will
"focus" on the security industry. We reissue the comment. If the
disclosure of the industry that you may not even acquire a company
in
is relevant, would the disclosure of the risks associated with all
other industries they could search also be relevant and require
disclosure? This creates the impression that you are going to
acquire a company within the security industry.
Use of Proceeds, page 24
5. We note your response to comment 15. We note that the first
due
diligence line item accounts for third party expenses related to
due
diligence and that the second line item accounts for utilizing any
research assistance or consulting. It appears that research firms
or
consultants could also be considered third parties. Please revise
to
distinguish between third parties and research firms or
consultants.
Management`s Discussion and Analysis of Financial Condition, page
30
6. We note your response to comment 17. We also note the
additional
disclosure that based on management`s experience, the non-trust
proceeds "will be sufficient to meet" the expenses of acquiring a
business. Please revise to substantiate the disclosure. Has
management had experience with raising pools of money having done
no
research or analysis and searching for a target that could be in
any
industry even those outside of their expertise?
Proposed Business, page 32
7. We note your response to comment 18. Please revise the
document
to reflect the supplemental disclosure that explains how the
offering
amount was determined.
8. We note your responses to comments 19 and 20. We note that the
security industry specific disclosure is relevant because
"management
plans to focus on the security industry." Since management is not
limited to the security industry, please revise to clarify if
disclosure of all other industries is relevant. The industry
specific disclosure and your beliefs regarding such industry
appear
speculative since you can acquire a company in any industry. We
reissue comment 20.
9. On pages 36 and 41, we note that you believe "there are
numerous
acquisition candidates" for you. Please revise to clarify if you
intend to mean in general or just within the security industry.
If
your belief is that there are numerous candidates in general,
please
revise to clarify how management`s experience translates to every
industry.
10. We note that Class B shareholders have to declare their
intention
to convert before any vote takes place in order to be eligible for
conversion. Please revise to clarify if shareholders can request
conversion just to preserve their right and allow them to take
their
time to evaluate the proxy materials you will transmit. We also
note
your response to comment 28. Please revise to clarify that with
respect to Series B shares held by existing security holders that
such security holders could intentionally request conversion in
order
to retain the right to exercise his/her conversion rights.
Conflicts of Interest, page 49
11. We note that you will obtain an opinion from an independent
investment banking firm if you decide to acquire an affiliated
entity
of any existing security holders. Please revise to clarify if an
opinion acquired for this purpose will receive the same treatment
as
the opinion disclosed on page 38.
Description of Securities, page 55
12. We note your response to comment 33. We note your contention
that the risk associated with HCFP`s required consent for warrant
redemptions does not present a material risk because they have
"advised" you that they will act in your best interest. First
that
conflicts with the disclosure in the third to last paragraph on
page
57. Second, please revise to clarify if such advisement is
documented or oral. Furthermore, discuss how your best interest
will
be determined by HCFP. Since your officers and directors are
required to act on the company`s best interest in a redemption
call,
will HCFP give such decisions deference?
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Maureen Bauer (202) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.
Sincerely,
John Reynolds
Assistant Director
Cc: Charles Johnson
Fax # 617-248-4000
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Richard A. Clarke, Chairman
Good Harbor Partners Acquisition Corp.
December 16, 2005
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