[Kramer Levin Naftalis & Frankel LLP Letterhead]
Christopher S. Auguste T212.715.9265
1177 Avenue of the Americas T 212.715.9100 F 212.715.8000 | December 15, 2017
VIA EDGAR CORRESPONDENCE
H. Roger Schwall, Assistant Director Division of Corporation Finance
Re: Barington/Hilco Acquisition Corp. Preliminary Proxy Statement on Schedule 14A filed on December 1, 2017
Dear Mr. Schwall:
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Reference is made to the letter dated December 14, 2017 (the “Comment Letter”) addressed to Mr. Cory Lipoff, setting forth the comments of the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-referenced proxy statement filed by Barington/Hilco Acquisition Corp. (the “Company”) with the Securities and Exchange Commission.
This letter sets forth the responses of the Company to the Staff’s comments. For your convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the response to each comment set forth immediately under that comment. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter. Please note that the Company has included as an attachment to this letter a redline of the draft definitive proxy statement on Schedule 14A that incorporates the Staff’s comments, marked against the preliminary proxy statement filed on December 1, 2017.
1. You indicate by letter dated December 13, 2017, that “If the Company does not enter into a merger agreement by February 5, 2018, it is the Company’s intention to take steps to wind down the Company.” This appears to be inconsistent with statements in your proxy statement which suggest that you could extend the date for finding a business combination candidate to some unspecified date prior to the extended termination date of June 30, 2018. Please advise or revise the proxy statement to address this apparent inconsistency. |
| Kramer Levin Naftalis & Frankel LLP New York | Silicon Valley | Paris |
December 15, 2017
In response to the Staff’s comment, we have revised the disclosure to delete the above-referenced sentence.
2. Where you mention the possibility that redemptions could result in the trust account having net tangible assets of less than $5,000,001, revise to clarify what you mean by stating that you will “not proceed.” It appears that this situation would result in your winding down the company and redeeming all remaining public shares, the same as would occur if the Charter Amendment is not approved.
In response to the Staff’s comment, we have revised the disclosure to clarify the meaning of “not proceed” in the above-referenced section. We concur with the Staff’s position that, if redemptions would result in the trust account having net tangible assets of less than $5,000,001, the Company would take steps to wind down the Company and would redeem all remaining public shares.
3. In addition to the proposed disclosure regarding the referenced NASDAQ rule, please confirm that you will file a Form 8-K that complies with Item 3.01 of that Form in the event the company receives a delisting letter.
We hereby confirm that in the event the Company receives a delisting letter, the Company will file a Form 8-K that complies with Item 3.01 of that Form.
For the Staff’s information, since the termination of the merger agreement with Oomba, Inc., the Company has been engaged in discussions with potential targets. If discussions progress appropriately, the Company will likely enter into a letter of intent with one of these targets.
If you have any questions or comments regarding the responses of the Company to the Staff’s Comment Letter, please do not hesitate to contact me at (212) 715-9265.
Sincerely,
Christopher S. Auguste
