HART & HART, LLC
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ harttrinen@aol.com
Will Hart (303) 839-0061 Fax: (303) 839-5414
September 14, 2017
John Stickel
Mail Stop 3561
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: The Diamond Cartel, Inc.
Registration Statement on Form S-1
File No. 333-215884
In response to the Staff's letter dated August 31, 2017 please refer
to our letter of June 14, 2017.
The registration statement of Stellar Acquisition III, Inc. (333-212377)
provides in part as follows:
Cover page:
"Stellar Acquisition III, Inc. is a newly organized blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses, which we refer to
throughout this prospectus as our initial business combination."
Page 22:
"This offering is not being conducted in compliance with Rule 419
promulgated under the Securities Act."
The registration statement of Forum Merger Corporation (333-216842)
provides in part as follows:
Page 1:
"We are a newly-organized blank check company formed pursuant to the
laws of the State of Delaware on November 17, 2016 for the purpose of
acquiring, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, recapitalization, exchangeable share
transaction or other similar business transaction, one or more business or
assets that we have not yet identified."
1
Page 13:
"We chose our net tangible asset threshold of $5,000,001 to ensure
that we would avoid being subject to Rule 419 promulgated under the
Securities Act."
Similar disclosures can be found in the registration statements of M.I.
Acquisitions, Inc. (333-212675) and KLR Energy Acquisition Corp. (333-209041).
Each of these corporations indicated that they intended to acquire an as
yet unidentified company through a variety of means, including:
o a merger;
o a capital stock exchange; or
o a reorganization
Notwithstanding the above, each of these corporations was allowed to use a
Form S-1 to register their securities, as opposed to a Form S-4. In addition,
please note:
o General Instruction III to the Form S-1; and
o The following section on the cover page of the Form S-1:
"If any of the securities being registered on this
form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box |_|"
Rule 415(a)(1)(viii) relates to securities which are to be issued
in connection with business combination transactions.
At the time the registration statements of these corporations were
effective, the corporations were offering penny stock. Please note that Rule 419
pertains to offerings, not sales.
In contrast, the Company will not begin its offering until it has
identified an acquisition candidate. At that time, the Company will not be
subject to Rule 419 since once the Company commences its offering (in fact, once
the Company identifies a target entity) Section (a)(2)(i) of Rule 419 will not
apply since the Company no longer plans to engage in a merger or acquisition
with an unidentified company
2
As far as complying with Rule 419(d), please refer to our letter dated July
12, 2017 which provides, in part, the following:
"Information regarding the target company to be acquired
will be provided in a post-effective amendment to the
Company's registration statement."
Very Truly Yours,
HART & HART, LLC
/s/ William T. Hart
William T Hart