MAIL STOP 3561
May 24, 2005
Mr. Richard D. Goldstein
Chairman and Chief Executive Officer
Courtside Acquisition Corp.
1700 Broadway, 17th Floor
New York, New York 10019
Re: Courtside Acquisition Corp.
Registration Statement on Form S-1
File No. 333-124380
Filed April 27, 2005
Dear Mr. Goldstein:
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.
General
1. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD. Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
2. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the units registered for
sale.
3. Please clarify whether the funds not held in trust could be
used
as a down payment or a lockup in a proposed business combination.
To
the extent they can, explain how ongoing expenses will be
satisfied
and include appropriate line item disclosure in the Use of
Proceeds
section identifying such use. In addition, to the extent the
funds
not held in trust could be used for such purpose, the summary and
risk factor disclosure should make clear that in the event of a
breach by the company, these funds would be forfeited, the company
would no longer be able to conduct due diligence or other similar
operations without additional financing, and that without
additional
financing, investors could lose their entire investment from the
outset since the company would no longer have funds with which to
conduct its search.
4. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition. Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition. Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.
Cover Page
5. We note your disclosure on the prospectus cover page and
elsewhere
disclosing the current state of considerations and discussions
concerning a business combination transaction involving the
company.
Please expand such disclosure to address whether or not the
company
has identified or been provided with the identity of, or had any
direct or indirect contact with potential acquisition candidates.
In
addition, if management, the directors, or any affiliate, agent or
other representative of any of the company, the directors, or
management has already taken direct or indirect measures to locate
a
target business, or unaffiliated sources have approached you with
possible candidates, you must disclose this information or advise
us
supplementally. Please note in particular that we are not seeking
simply whether a potential business combination candidate has been
"selected," but are looking more to the type, nature and results
to
date of any and all diligence, discussions, negotiations and/or
other
similar activities undertaken, whether directly by the company or
an
affiliate thereof, or by an unrelated third party, with respect to
one or more specific business combination transaction involving
the
company, or merely general considerations as to the company and a
business combination transaction. In providing such disclosure,
please make every effort to be complete and thorough in your
discussion to ensure that all possible persons or entities,
activities, and circumstances for which we are seeking disclosure
are
covered by such disclosure. Please note that the inclusion of
incomplete, qualified, or limited disclosure is likely to result
in
additional comment. Please see Instruction 6 to Item 504 of
Regulation S-K.
Summary, page 1
6. If you intend to conduct a search for a target business in the
financial services industry, then adequately address this industry
both here and in the Business section. In addition, you refer to
target businesses that have "tradename" or "brand" label assets
that
may or may not be in the entertainment, media and communications
industries. This aspect of your business model is not adequately
addressed.
Risk Factors, page 7
7. Please avoid the generic conclusion you reach in several of
your
risk factor narratives and subheadings that the risk could
"negatively impact," "adversely affect," "negatively impact," or
have
a "material adverse affect" or "adversely affect" your business,
financial condition, or results of operations. Instead, replace
this
language with specific disclosure of how your business, financial
condition and operations would be affected. See, for example,
risk
factors 27-29, 32, 33 and 35.
8. Reference is made to risk factor 8. Please identify those
persons
that may remain with the merged entity and in what capacities.
9. If true, revise the subheading to risk factor 9 to state that
your
officers and directors "will" allocate their time to other
businesses.
10. Risk factor 10 should address your officers, directors and
affiliates thereof. In addition, please revise the risk factor to
clarify whether any of these persons or their affiliates have ever
been associated with any blank check companies.
11. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently in the market place,
disclose the number of such transactions which have found business
combination candidates and have consummated such transactions,
respectively, and the impact competition by such entities could
have
on your ability to locate a target and successfully complete a
business combination. In addition, please address the aggregate
amount of offering proceeds that currently sit in escrow.
12. Revise the penultimate risk factor on page 14 to reflect the
communications industries as well as the entertainment and media
industry.
Proposed Business, page 22
13. Elaborate, both here, in the Summary and elsewhere as
appropriate, on your discussion of the desired attributes as to
acquisition candidates to specifically discuss the attributes and
criteria to be focused upon by the company as well as the
rationale
and logic behind the attributes and criteria selected (e.g.,
desired
and/or required ranges of annual revenues, EBITDA, net income,
etc.).
14. In the paragraph under the heading "We have not identified a
target business," and elsewhere in the prospectus as appropriate,
expand your discussion concerning potential business combination
candidates to specify, for each identified segment, the number of
segment participants that qualify as potential combination
candidates
given the company`s established criteria, and, to the extent not
excessive in number, identify such candidates by name and provide
relevant information (both financial and narrative) concerning
such
entities. We may have further comment.
15. Under the heading "Selection of a target business and
structuring
a business combination," please address any known or contemplated
tax
consequences to the company or investors in this offering should
you
consummate a business combination.
Management, page 31
16. Please elaborate on the specialized investment/merchant
banking
services engaged in by Alpine Capital, LLC.
17. Elaborate on the role Mr. Aboodi will serve as special
advisor.
18. In the fourth full paragraph under the heading "Conflicts of
Interest," clarify who is being referred to as "us" in connection
with the person(s) to be contacted by the company`s officers and
directors to consider conflicts of interest concerning potential
transactions.
Description of Securities, page 37
19. According to the disclosure on page 37, as of the date of the
prospectus (April 27, 2005), 3,000,000 shares of common stock are
outstanding, held by twelve stockholders of record. The tabular
presentation on page 36, Certain Transactions, reflects 3,000,000
shares of common stock to ten individuals as of March 2005. It is
suggested that the first paragraph below the tabular presentation
on
page 36 be expanded to provide the dates these two individuals
received their shares and the exemption relied upon. Revise
accordingly.
Financial Statements
Note 5 - Commitments and Related Party Transactions, Page F-10
20. Please disclose in a note to the financial statements the
following commitments which are disclosed in other areas of your
registration statement:
* The commitment to pay fees of 6% of the gross offering proceeds
and
2% of the gross offering proceeds, without the over-allotment
option,
to EarlyBirdCapital, Inc. at the closing of the offering as
disclosed
on page 16.
* Your commitment to sell to EarlyBirdCapital, Inc., the
representative of the underwriters, an option to purchase up to a
total of 600,000 units, as disclosed on page 43.
Other
21. Please provide a currently dated consent of the independent
accountants with any amendment to the registration statement.
Part II
Exhibits
22. We note various sections of the underwriting agreement have
been
intentionally omitted. Please advise.
Closing Statements
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
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 Brian Bhandari at (202) 551-3390 if you have
questions regarding comments on the financial statements and
related
matters. Please contact William Bennett at (202) 551-3389 with
any
other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: David Alan Miller, Esq.
Fax: (212) 818-8881