ACCELERATED ACQUISITIONS XVIII, INC.
c/o Accelerated Venture Partners
1840 Gateway Dr. Suite 200
Foster City, CA 94404
(650) 378-1232 Fax: (650) 378-1399 tneher@accelvp.com
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Attn: Russell Mancuso, Branch Chief
| | Re: Accelerated Acquisition XVIII, Inc. Form 10 Amendment No. 1 Filed March 27, 2012File No. 000- 54613 |
On behalf of the Company, we are responding to comments contained in the Staff letter, dated April 5, 2012 addressed to Mr. Timothy Neher, the Company’s President, Secretary and Treasures, with respect to the Company’s filing of its Registration Statement on Form 10.
The Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter. Given the nature of the comments, the Company has amended the registration statement. Where applicable, the revised pages or sections of the Form 10 have been referenced.
Potential Target Companies, page 5
1. Please revise your disclosure added in response to prior comment 2 to clarify which securities transactions are subject to Rule 419. Your current disclosure appears to indicate that all sales or re-sales would be subject to the rule, contrary to Rule 419(a)(1). Also, it is unclear why you focus primarily on re-sales rather than on Rule 419’s applicability to your securities offerings that you register under the Securities Act.
COMPANY RESPONSE
We have revised the disclosure on page 5 to state that “If the company engages in a registration statement offering our securities for sale as a blank check company, our securities will require registration subject to Rule 419. The Securities and Exchange Commission has adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Should we file a registration statement offering of our securities for sale before we complete a business combination with an operating company, the Company would be considered a blank check company within the meaning of Rule 419 and any sales of the stock issued in the offering would require a registration under the Securities Act of 1933, as amended, furthermore, the registered securities and the proceeds from an offering subject to Rule 419 require the following:
Russell Mancuso
April 6, 2012
Page 2
| a) | Deposit and investment of proceeds |
All offering proceeds, after deduction of cash paid for underwriting commissions, underwriting expenses and dealer allowances, and amounts permitted to be released to the registrant shall be deposited promptly into the escrow or trust account; provided, however, that no deduction may be made for underwriting commissions, underwriting expenses or dealer allowances payable to an affiliate of the registrant.
All securities issued in connection with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow or trust account promptly upon issuance. The identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities.
| c) | Release of deposited and funds securities |
Post-effective amendment for acquisition agreement. Upon execution of an agreement(s) for the acquisition(s) of a business(es) or assets that will constitute the business (or a line of business) of the registrant and for which the fair value of the business(es) or net assets to be acquired represents at least 80 percent of the maximum offering proceeds, including proceeds received or to be received upon the exercise or conversion of any securities offered, but excluding amounts payable to non-affiliates for underwriting commissions, underwriting expenses, and dealer allowances, the registrant shall file a post-effective amendment disclosing the entire transaction.”
On behalf of the Company, we acknowledge that:
| · | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | Very truly yours, |
| | Timothy J. Neher |
| | ACCELERATED ACQUISITIONS XVIII, INC. |
| | |
| | By: /S/ Timothy J. Neher |
| | Timothy J. Neher |
