SEC Comment Letter for Red Cat Holdings, Inc. (RCAT) (CIK 0000748268) (RCAT) — Sep 13, 2018
Red Cat Holdings, Inc. (RCAT) (CIK 0000748268)
Date: Sept. 13, 2018 · CIK: 0000748268 · Accession: 0000000000-18-028462
AI Filing Summary & Sentiment
File numbers found in text: 000-31587
Letter
Mail Stop 4561 September 12, 2018 Jonathan Read Chief Executive Officer TimefireVR Inc. 7150 E. Camelback Rd. Suite 444 Scottsdale , AZ 85251
Re: TimefireVR Inc. Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A Filed August 14, 2018 File No. 000-31587
Dear Mr. Read :
We have limited our review of your revised filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments appl y to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these comments , we may have additional comments.
Proposal 2: Approval of Articles of Amendmen t to Our Articles of Incorporation…
Reasons for Amendment
1. You indicate that the company is engaged in the mining of bitcoin, ether and litecoin. Please revise your disclosure as follows:
Provide a detailed discussion of the steps you have taken to laun ch your mining operations and describe how you will fund those operations. In this regard, we note your disclosure in the Form 10 -Q filed on August 14, 2018 that “in April 2018, the Company began its mining operations… It started out mining Bitcoin and la ter, in June 2018, expanded into the mining of ether. The revenue generated
Jonathan Read TimefireVR Inc. September 12, 2018 Page 2
is valued by the cryptocurrency fair value on the date earned. Such amounts aggregated $8,917 for the six months ended June 30, 2018.”
Describe the consensus mechanism of each blo ckchain network whose transactions you verify or will verify. In this regard, you should address any material differences between these consensus mechanisms; disclose the extent to which mining servers and associated equipment will be allocated to one dig ital asset versus another; and discuss the material implications for your financial condition and operating performance.
Disclose whether you intend to hold any digital assets that you receive as a reward or compensation for investment or to convert the m into fiat currency after receipt. In this regard, we note your disclosure in the Form 10 -Q filed on August 14, 2018 that “the Company is paid in cryptocurrency for its mining operations.”
Please contact Edwin Kim, Attorney -Advisor, at (202) 551 -3297 or me at (202) 551 -3673 with any questions.
Sincerely,
/s/ Folake Ayoola
Show Raw Text
Mail Stop 4561 September 12, 2018 Jonathan Read Chief Executive Officer TimefireVR Inc. 7150 E. Camelback Rd. Suite 444 Scottsdale , AZ 85251 Re: TimefireVR Inc. Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A Filed August 14, 2018 File No. 000-31587 Dear Mr. Read : We have limited our review of your revised filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments appl y to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments , we may have additional comments. Proposal 2: Approval of Articles of Amendmen t to Our Articles of Incorporation… Reasons for Amendment 1. You indicate that the company is engaged in the mining of bitcoin, ether and litecoin. Please revise your disclosure as follows: Provide a detailed discussion of the steps you have taken to laun ch your mining operations and describe how you will fund those operations. In this regard, we note your disclosure in the Form 10 -Q filed on August 14, 2018 that “in April 2018, the Company began its mining operations… It started out mining Bitcoin and la ter, in June 2018, expanded into the mining of ether. The revenue generated Jonathan Read TimefireVR Inc. September 12, 2018 Page 2 is valued by the cryptocurrency fair value on the date earned. Such amounts aggregated $8,917 for the six months ended June 30, 2018.” Describe the consensus mechanism of each blo ckchain network whose transactions you verify or will verify. In this regard, you should address any material differences between these consensus mechanisms; disclose the extent to which mining servers and associated equipment will be allocated to one dig ital asset versus another; and discuss the material implications for your financial condition and operating performance. Disclose whether you intend to hold any digital assets that you receive as a reward or compensation for investment or to convert the m into fiat currency after receipt. In this regard, we note your disclosure in the Form 10 -Q filed on August 14, 2018 that “the Company is paid in cryptocurrency for its mining operations.” Please contact Edwin Kim, Attorney -Advisor, at (202) 551 -3297 or me at (202) 551 -3673 with any questions. Sincerely, /s/ Folake Ayoola Folake Ayoola Special Counsel Office of Information Technologies and Services cc: Michael Harris, Esq. Nason, Yeager, Gerson, White & Lioce, P.A.