Cambridge Capital Acquisition (CAMB) Inactive
Filed: 27 Nov 15, 12:00am
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November 25, 2015
VIA EDGAR
Larry Spirgel
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cambridge Capital Acquisition Corporation |
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 18, 2015
File No. 001-36229
Dear Mr. Spirgel:
On behalf of Cambridge Capital Acquisition Corporation (“Cambridge”), we respond as follows to the Staff’s comment letter, dated November 24, 2015, relating to the above-captioned Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”) in connection with the business combination between Cambridge and Ability Computer & Software Industries Ltd. (“Ability”). Captions and page references herein correspond to those set forth in the revised Proxy Statement, a copy of which has been marked with the changes from the prior filing of the Proxy Statement. We are also delivering three (3) courtesy copies of such marked copy to Justin Kisner.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Summary of the Proxy Statement/Prospectus
Opinion of Financial Advisor to the Board of Directors of Cambridge, page 17
| 1. | Please explain, and quantify where necessary, why the likely delay in certain revenues to be received by Ability does not impact Prometheus’ fairness conclusion. In addition, we note your disclosure that certain revenues were expected in the “second half of 2015.” Please consider this impact on your September 30, 2015 results of operations narrative on page 151. As such, please revise to explain this development or tell us why you believe further discussion is not warranted under Item 303(a)(3)(i) of Regulation S-K. |
Securities and Exchange Commission
November 25, 2015
Page 2
In response to the first part of the Staff’s comment, we have revised the disclosure on page 17 of the Proxy Statement as requested.
In response to the second part of the Staff’s comment, Ability’s revenues forecast for the last six months of 2015 was $46.7 million while actual three months ended September 30, 2015 revenues were $8.6 million and the expected revenues for the quarter ending December 31, 2015 are $7 million, totaling $15.6 million. The difference between forecasted revenues and actual revenues is explained primarily by the following:
(A) Two projects (backlog) of approximately $19 million in Latin America for which the delivery was expected in the last six months of 2015 were delayed to 2016 due to Ability’s clients’ logistic delays.
(B) Four large projects and various small other ones in various regions included in the forecast (as pipeline) at approximately $5.5 million and $6.5 million, respectively, have not yet been ordered; however may still result in revenues being earned in future periods.
Ability has reconsidered Item 303(a) (3) (i) of Regulation S-K and concluded that none of these delays are due to unusual or infrequent events or transactions or any significant economic changes. As a result, we respectfully believe that further discussion in the Proxy Statement is not warranted.
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If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
| Sincerely, |
| /s/ Jeffrey M. Gallant |
| Jeffrey M. Gallant |
| cc: | Mr. Benjamin Gordon |