MAIL STOP 3561
January 27, 2006
Rudy Wilson, Chief Executive Officer
Asia Automotive Acquisition Corporation
401 South Old Woodward, Ste. 450
Birmingham, MI 48009
Re: Asia Automotive Acquisition Corporation
Amendment No. 2 to Registration Statement on
Form S-1
Filed December 21, 2005
File No. 333-127755
Dear Mr. Wilson,
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.
Registration Statement Fee Table
1. We note the increase in the amount being registered in this
offering. The new registration fee should only apply to the
shares
added to the registration statement. The old registration fee
would
still apply to the shares initially included in the registration
statement.
General
2. We note the disclosure throughout your registration statement
that
you would be required to convert to cash up to approximately
19.99%
of the common stock sold in this offering. Please clarify whether
the company may structure or consummate a business combination in
which less than 19.99% of the IPO shareholders will be able to
convert for the business combination to still go forward.
Prospectus Cover Page
3. We note that the underwriters have agreed to defer "additional"
fees equal to three percent of the gross proceeds of this
offering.
It would appear that the table and accompanying footnotes on this
page require revision to clarify the actual economic impact of the
underwriters` compensation arrangement. In the table, revise to
disclose the full underwriting discount, as the deferred amount
will
not go towards the company or its efforts to acquire an operating
business. Instead, in the footnote clarify that, of the amount
disclosed, a portion is deferred and quantify that portion.
Please
revise the third column of the table to quantify the actual
proceeds
that will belong to the company for its use.
Prospectus Summary, page 1
4. On page three, we note that there will be $32,028,000 placed in
the trust account. Please revise to clarify here if that includes
the deferred underwriters` compensation.
5. On page four, please revise to disclose the minimum public
shareholders would receive if they decide to redeem their shares
or
if liquidation occurs.
6. The disclosure on page four that states that your existing
stockholders will not have redemption rights except for "shares
purchased by them in the offering or aftermarket." Please revise
to
reconcile that with the disclosure that they will vote all shares
regardless when acquired in accordance with the vote by the
majority
of the public shareholders.
Risk Factors, page 7
7. Please revise risk factor four to discuss the number of
similarly
structured blank check companies that are currently in the
registration process.
8. We note that the reference to 28,456 authorized but unissued
shares of common stock in risk factor seven on page nine appears
to
be erroneous. Please revise your disclosure accordingly.
9. We note your response to prior comment five of our letter dated
November 21, 2005. We also note the revision in risk factor 13
that
in the event that you have excess expenses, management believes
"they
are likely to be insignificant as compared to" the funds not held
in
trust. It is not apparent how the comparison of the proceeds
contributed by investors and any excess expenses is relevant
considering the conflict being addressed by the risk factor is
that
associated with management`s expenses and not those of investors.
Please revise to clarify your disclosure.
10. We note your response to prior comments 6 and 11. We also
note
that you have decreased the amount of funds not held in trust and
still continue to believe that you have enough funds not held in
trust to carry out an acquisition. You have substantiated your
belief by revising to disclose that you have analyzed similar
blank
check companies and that you are relying upon management`s
experience. Please revise to disclose if the other blank check
companies are in the same industry and have already acquired their
targets. Also, you revise to include the additional disclosure
regarding management`s experience in dealing with companies in the
automotive industry in the past and how such experience provided
them
with insights regarding size and other similar information. It is
not clear how their experience relates to their ability to
estimate
the cost associated with acquiring a company. Please clarify if
management has been involved in the raising pools of money having
done no research and having no targets, and proceeding to perform
a
search with a defined amount time.
11. We note the removal the blue sky related disclosure in this
section and the underwriting section. Please advise why such
disclosure is no longer material.
Management`s Discussion and Analysis, page 26
12. We note your response to prior comment 13 and the revision
regarding management`s experience in researching, locating and
negotiating joint ventures. The revised disclosure does not
appear
to substantiate your belief that you will not need to raise
additional funds to meet the requirements of an operating
business.
Your revised disclosure also appears to imply that companies of
similar size have similar cash requirements. If that is the
implication you intend to make, please substantiate it. Also, in
making your revision, address your belief taking into account that
you have not begun your search for a target company.
Proposed Business, page 28
13. Please provide the citation for the source for each bullet
point
on page 28.
14. We note that you anticipate that target companies will be
introduced to you by Asia Development Capital LLC. Please revise
to
discuss how Asia Development Capital LLC will conduct your search
for
a target business. Also, under the caption "sources of target
businesses" on page 29, please revise to affirmatively state, if
true, that Asia Development Capital LLC will not receive any
consideration for introducing you to potential targets.
15. We note that Asia Development Capital LLC is an automotive
business consulting and investment management firm. Please revise
to
further discuss Asia Development Capital LLC`s business as it
appears
they will play a significant role in your business plans. Also,
clarify if Asia Development Capital LLC could introduce you to
their
clients as part of their consulting and investment management
activities.
Management, page 38
16. Please disclose the nature of Mr. Herren`s association with
General Motors.
Principal Stockholders, page 42
17. It is unclear why the entire amount of common stock held by
Asia
Development Capital LLC is not allocated to the control persons.
18. We note your response to prior comment 33. It is not clear if
you intend to rely upon the Division of Market Regulation`s letter
to
Key Hospitality (October 12, 2005). Please advise.
19. We note your response to prior comment 35. The comment is
currently under review and we may have additional comments.
Note 5 - Commitments and Related Party Transactions, page F-9
20. We note your response to prior comment 37 and have the
following
additional comments regarding the UPO:
* Please revise your disclosure to state that the UPO will be
issued
upon the completion of the proposed offering, and that the UPO
will
not be issued if the offering is not consummated.
* Please reconcile your disclosures regarding the UPO on pages 27,
51
and F-9. For example, we note that a valuation of $968,717 and a
risk-free interest rate of 3.77% are disclosed on page 27, while
on
pages 51 and F-9, a valuation of $1,088,568 and a risk-free
interest
rate of 4.45% are disclosed.
* Please revise your disclosures regarding the expected life of
the
UPO on pages 27, 51 and F-9 to reflect the previous change from
four
years to five years. Note that in each case, the incorrect
reference
appears in the paragraph following the one in which the valuation
is
disclosed.
* Please file a revised Form of Unit Purchase Option agreement
that
includes all of the material terms of the proposed UPO. We note
that
the filed agreement incorrectly refers to a unit consisting of one
share of common stock and two warrants, and that the exercise
prices
of the units and underlying warrants are not stated.
Closing Comments
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.
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 Carlton Tartar (202) 551-3387 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.
Sincerely,
John Reynolds
Assistant Director
Cc: Paul Kavanaugh
Fax # 248-645-2690
Rudy Wilson, Chief Executive Officer
Asia Automotive Acquisition Corporation
January 27, 2006
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