SEC Comment Letter 0000000000-25-004371 to DNA X, Inc. (SONM)
DNA X, Inc.
Date: April 24, 2025 · CIK: 0001178697 · Accession: 0000000000-25-004371
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38907
Letter
April 24, 2025 Parveen Narula Chief Executive Officer Orbic North America, LLC 555 Wireless Blvd. Hauppauge, New York 11788 Re:Sonim Technologies, Inc. Preliminary Proxy Statement on Schedule 14A filed April 16, 2025 Filed by AJP Holding Company, LLC, Orbic North America, LLC et al. File No. 001-38907 Dear Parveen Narula: We have reviewed your filing and have the following 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 by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed April 16, 2025 General 1.Disclosure indicates that "[g]iven the rejection of the stockholder nominations made by Orbic and AJP by the Sonim Board of Directors, Orbic and AJP anticipate commencing legal action in the Delaware Court of Chancery seeking injunctive relief and a declaratory ruling regarding the validity of the AJP and Orbic nominations." Please supplement the disclosure to describe how Orbic and AJP will treat votes received, including for the registrant's nominees, if the nominations are invalidated. We note that page 12 includes a similar discussion covering the scenario where AJP/Orbic withdraw the nomination of the AHP/Orbic Nominees or otherwise abandon their solicitation. Disclosure indicates that "[t]he Participants and the Company will each be using a universal proxy card for voting on the election of directors at the 2025 Annual Meeting..." Please reconcile this statement given the disclosure noted in the preceding 2.
April 24, 2025 Page 2 comment. 3.Disclosure indicates that "if you mark fewer than five 'FOR' boxes with respect to the election of directors, your shares will be voted 'FOR' the nominees you have so marked, as well as such AJP/Orbic Nominees, as determined in the proxy holder’s discretion so that there is a total of five 'FOR' votes." We note that this disclosure is inconsistent with similar disclosure on the proxy card. Refer to Question 139.04 of the Proxy Rules and Schedules 14A/14C Compliance and Disclosure Interpretations and revise accordingly. Proxy Card, page A-1 4.Please revise the description of the participants' intended use of discretionary authority to cite to the legal standard enunciated in Exchange Act Rule 14a-4(c)(3). We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Perry Hindin at 202-551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc:rlangan@nixonpeabody.com
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April 24, 2025
Parveen Narula
Chief Executive Officer
Orbic North America, LLC
555 Wireless Blvd.
Hauppauge, New York 11788
Re:Sonim Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A filed April 16, 2025
Filed by AJP Holding Company, LLC, Orbic North America, LLC et al.
File No. 001-38907
Dear Parveen Narula:
We have reviewed your filing and have the following 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 by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 16, 2025
General
1.Disclosure indicates that "[g]iven the rejection of the stockholder nominations made
by Orbic and AJP by the Sonim Board of Directors, Orbic and AJP anticipate
commencing legal action in the Delaware Court of Chancery seeking injunctive relief
and a declaratory ruling regarding the validity of the AJP and Orbic nominations."
Please supplement the disclosure to describe how Orbic and AJP will treat votes
received, including for the registrant's nominees, if the nominations are invalidated.
We note that page 12 includes a similar discussion covering the scenario where
AJP/Orbic withdraw the nomination of the AHP/Orbic Nominees or otherwise
abandon their solicitation.
Disclosure indicates that "[t]he Participants and the Company will each be using a
universal proxy card for voting on the election of directors at the 2025 Annual
Meeting..." Please reconcile this statement given the disclosure noted in the preceding 2.
April 24, 2025
Page 2
comment.
3.Disclosure indicates that "if you mark fewer than five 'FOR' boxes with respect to the
election of directors, your shares will be voted 'FOR' the nominees you have so
marked, as well as such AJP/Orbic Nominees, as determined in the proxy holder’s
discretion so that there is a total of five 'FOR' votes." We note that this disclosure is
inconsistent with similar disclosure on the proxy card. Refer to Question 139.04 of
the Proxy Rules and Schedules 14A/14C Compliance and Disclosure Interpretations
and revise accordingly.
Proxy Card, page A-1
4.Please revise the description of the participants' intended use of
discretionary authority to cite to the legal standard enunciated in Exchange Act Rule
14a-4(c)(3).
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:rlangan@nixonpeabody.com