Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 | ||
| facsimile | direct dial number | |
| jgallant@graubard.com |
Angela McHale, Esq.
Senior Counsel
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sino Mercury Acquisition Corp. Amendment No. 1 to Confidential Draft Registration Statement on Form S-1 Submitted June 20, 2014 CIK No. 0001608269 |
Dear Ms. McHale:
On behalf of Sino Mercury Acquisition Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated July 8, 2014, relating to the above-captioned Confidential Draft Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the revised filing of the Registration Statement, a copy of which has been marked with the changes from the prior submission of the Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to Sandra B. Hunter.
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.
General
| 1. | We note your response to comment 2 of our letter dated June 12, 2014, in which you have provided the requested information in Exhibit A to your letter. Please resubmit the supporting materials and clearly mark the specific language that supports the business and industry data used in the registration statement. The requested information should be filed as EDGAR correspondence or, alternatively, should be sent in paper form accompanied by a cover letter indicating that the material is being provided pursuant to Securities Act Rule 418 and that such material should be returned to the registrant upon completion of the staff’s review process. |
We have resubmitted the supporting materials via EDGAR correspondence and clearly marked the specific language that supports the business and industry data currently used in the Registration Statement as requested.
Private Placements, page 3
| 2. | We note your response to comment 8 of our letter dated June 12, 2014, as well as your revised disclosure that this is the “same amount typically paid for initial securities of similarly structured blank check companies.” Please provide support for this statement. |
The above-referenced statement is based on the fact that Graubard Miller, the Company’s counsel, has served as either issuer or underwriter counsel in over 80 similarly structured blank check company offerings and in each instance, the amount paid by the initial stockholders for their initial securities was $25,000.
Facilities, page 56
| 3. | We note your response to comment 17 of our letter dated June 12, 2014 in which you have changed your disclosure to state that your principal executive offices are provided to you by an unaffiliated third party. Please further revise to clarify whether these offices are being provided at no cost. If so, please explain. |
We have revised the disclosure on page 56 of the Registration Statement to indicate that the Company will pay approximately $2,000 per year to lease the office space being provided by an unaffiliated third party as requested.
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. Richard Xu |
Securities and Exchange Commission
Page 3
Exhibit A
