0001213900-14-003796.txt : 20140702 0001213900-14-003796.hdr.sgml : 20140702 20140529083758 ACCESSION NUMBER: 0001213900-14-003796 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITARA MEDIA CORP. CENTRAL INDEX KEY: 0001350773 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 203881465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 2620 CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: (201) 539-2200 MAIL ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: SUITE 2620 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: Ascend Acquisition Corp. DATE OF NAME CHANGE: 20060124 CORRESP 1 filename1.htm secorr052814_kiratamedia.htm
 

 
facsimile
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-1901
(212) 818-8800

 
direct dial number
(212) 818-8881
  
(212) 818-8638
   
email address
jgallant@graubard.com 
 
May 29, 2014

 
VIA FEDERAL EXPRESS AND EDGAR

Mark P. Shuman, Esq.
Branch Chief – Legal
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
 
Re:   
Kitara Media Corp.
Registration Statement on Form S-1
Filed May 12, 2014
File No. 333-195894
 
Dear Mr. Shuman:

On behalf of Kitara Media Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated May 12, 2014, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”).  Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement, a copy of which has been marked with the changes from the original filing of the Registration Statement.  We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to Jan Woo.
 
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.
Please revise to provide updated financial statements pursuant to Rule 8-08 of Regulation S-X as well as other related disclosure.
 
We have revised the Registration Statement to provide updated financial statements and other related disclosure as requested.
 
 
 
 
Securities and Exchange Commission
Page 2
May 29, 2014
 
 
Prospectus Cover Page
 
2.
We note that you have filed a separate registration statement on Form S-1 (File No. 333- 195565). Disclose the total number of shares that are being concurrently offered by the selling stockholders of the company and the portion of that total offered by means of a separate prospectus.
 
We have revised the cover page of the prospectus to disclose that an additional 68,137,989 shares of the Company’s common stock are being offered by those selling stockholders named in a separate prospectus included in Registration Statement on Form S-1 (File No. 333-195565) as requested.
 
Background of the Offering, page 2
 
3.
Please revise to discuss the material terms of the private placement on April 25, 2014. In this regard, we note that you do not discuss that the company received $6.6 million in proceeds, including the cancellation of a $1 million promissory note held by Ironbound Partners Fund, LLC, which is an affiliated party. Although this disclosure appears on page II-5 of the registration statement, it should also be included in the prospectus.
 
We have revised the discussion of the private placement on April 25, 2014 as requested.
 
*   *   *   *  *
 
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
 
  Very truly yours,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant
 
cc:    Mr. Robert Regular