SEC Comment Letter 0000000000-23-009977 to OneMeta Inc. (ONEI) (CIK 0001388295) (ONEI)
OneMeta Inc. (ONEI) (CIK 0001388295)
Date: Sept. 8, 2023 · CIK: 0001388295 · Accession: 0000000000-23-009977
AI Filing Summary & Sentiment
File numbers found in text: 000-56565
Referenced dates: July 28, 2023
Letter
United States securities and exchange commission logo September 8, 2023 Rowland Day President OneMeta Inc. 450 South 400 East, Suite 200 Bountiful, UT 84010 Re:OneMeta Inc. Amendment No. 1 to Form 10-12G Filed August 25, 2023 File No. 000-56565 Dear Rowland Day: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies 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 this comment, we may have additional comments. References to prior comments are to those in our letter dated July 28, 2023. Registration Statement on Amended Form 10-12g filed on August 25, 2023, Financial Statements Statement of Changes in Stockholders' Equity Note 4. Asset Acquisition, page F-4 1.We have considered your response to comments 10 and 12 indicating the fair value of your Series B-1 Preferred Shares was determined to be equal to the $0.70798 redemption value of those shares "without consideration of the Company's ability to redeem those shares." It is unclear to us how a market participant would not consider your apparent inability to fund redemption of such shares. Tell us in this regard how you applied the guidance of ASC 820 in your determination of the fair value of your Series B-1 Preferred Shares at the time of each material issuance. Describe for us the valuation techniques employed and the related market participant assumptions relied upon.
FirstName LastNameRowland Day Comapany NameOneMeta Inc. September 8, 2023 Page 2 FirstName LastName Rowland Day OneMeta Inc. September 8, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Robert Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or Matthew Crispino, Staff Attorney, at 202- 551-3456 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
September 8, 2023
Rowland Day
President
OneMeta Inc.
450 South 400 East, Suite 200
Bountiful, UT 84010
Re:OneMeta Inc.
Amendment No. 1 to Form 10-12G
Filed August 25, 2023
File No. 000-56565
Dear Rowland Day:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies 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
this comment, we may have additional comments. References to prior comments are to those in
our letter dated July 28, 2023.
Registration Statement on Amended Form 10-12g filed on August 25, 2023,
Financial Statements
Statement of Changes in Stockholders' Equity
Note 4. Asset Acquisition, page F-4
1.We have considered your response to comments 10 and 12 indicating the fair value of
your Series B-1 Preferred Shares was determined to be equal to the $0.70798 redemption
value of those shares "without consideration of the Company's ability to redeem those
shares." It is unclear to us how a market participant would not consider your apparent
inability to fund redemption of such shares. Tell us in this regard how you applied the
guidance of ASC 820 in your determination of the fair value of your Series B-1 Preferred
Shares at the time of each material issuance. Describe for us the valuation techniques
employed and the related market participant assumptions relied upon.
FirstName LastNameRowland Day
Comapany NameOneMeta Inc.
September 8, 2023 Page 2
FirstName LastName
Rowland Day
OneMeta Inc.
September 8, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Aliya
Ishmukhamedova, Staff Attorney, at 202-551-7519 or Matthew Crispino, Staff Attorney, at 202-
551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology