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SEC Comment Letter 0000000000-24-004437 to flooidCX Corp. (FLCX) (CIK 0001609988)

flooidCX Corp. (FLCX) (CIK 0001609988)
Date: April 23, 2024 · CIK: 0001609988 · Accession: 0000000000-24-004437

AI Filing Summary & Sentiment

File numbers found in text: 000-55965

Date
April 23, 2024
Author
Not clearly detected
Form
UPLOAD
Company
flooidCX Corp. (FLCX) (CIK 0001609988)

Letter

United States securities and exchange commission logo April 23, 2024 Dennis M. Danzik Chief Executive Officer flooidCX Corp. 14747 N Northsight Blvd Suite 111-218 Scottsdale, AZ 85260 Re:flooidCX Corp. Revised Preliminary Information Statement on Schedule 14C Filed April 3, 2024 File No. 000-55965 Dear Dennis M. Danzik: We have reviewed your April 3, 2024 response to our comment letter and have the following comment(s). Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 14, 2024 letter. Revised Preliminary Information Statement on Schedule 14C filed April 3, 2024 General 1.We note your response to prior comment 1, including the termination of the merger agreement and planned transaction with Quantum Energy, Inc. However, we also note that your revised information statement continues to disclose the primary reason for your name change to Quantum Energy Corporation is "in order to more properly reflect our new business model" followed by revisions to your disclosure describing the focus of your business. While you note that the merger agreement was terminated, it appears that the businesses of Quantum Energy Inc. and flooidCX are overlapping in ways that suggest a combination of the two businesses. For example, in the press release announcing the merger dated February 21, 2023, the business of Quantum Energy was described as "a developer of transformative photonic energy systems for the direct generation and

FirstName LastNameDennis M. Danzik Comapany NameflooidCX Corp. April 23, 2024 Page 2 FirstName LastName Dennis M. Danzik flooidCX Corp. April 23, 2024 Page 2 distribution of electrical energy owned by and for the use of the consumer." This description is similar to your disclosure in the current proxy statement stating that flooidCX's new business involves "the development and support of energy systems technologies, with a focus on Direct Energy Systems including Photon Lighting Systems, Photon Engines and Energy Storage Systems."

In addition, we note an overlap in management of the two companies. As examples, it appears that William Westbrook, the CFO of Quantum Energy Inc., was appointed to the board of flooidCX on August 8, 2022, and Craig N. Kitchen serves on the boards of both Quantum Energy and flooidCX. Further, the press release issued by flooidCX on January 25, 2024 lists both FLCX and QREE as the tickers for flooidCX, and notes technology licenses from WYOTech Investments Group, LLC and Inductance Energy Corporation, both of which are, or have been, affiliated with Quantum Energy. Please explain the substantial overlap in the businesses of Quantum Energy and flooidCX, including the public representation that the tickers of both companies are affiliated with flooidCX, and explain how the businesses were integrated despite the termination of the merger agreement. Please indicate the transaction that resulted in this integration, and provide us with a legal and factual analysis of whether you are or were required to register the transaction under the Securities Act of 1933. Please also revise the preliminary information statement to include specific details of the reasons for the name change, including the integration of Quantum Energy and flooidCX, and provide the information required by Items 11, 13 and 14 of Schedule 14A, or tell us why you believe you are not required to provide such information. See Item 1 of Schedule 14C and Note A to Schedule 14A. Please also indicate when you intend to file your Form 10-K for the year ended December 31, 2023.

2.We note your response to prior comment 2 and reissue, as the only revision you have made appears to be the addition of the beneficial ownership table. Please further revise your information statement to furnish all of the information required by Schedule14C. We note in particular that Item 1 of Schedule 14C requires you to furnish the information called for by all of the items of Schedule 14A which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting. Please revise to include this disclosure as well as any other disclosure required by Schedule 14C. We note that you have omitted most of this disclosure from the current Schedule 14C.

FirstName LastNameDennis M. Danzik Comapany NameflooidCX Corp. April 23, 2024 Page 3 FirstName LastName Dennis M. Danzik flooidCX Corp. April 23, 2024 Page 3 Please contact Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Richard W. Jones

Show Raw Text
United States securities and exchange commission logo
April 23, 2024
Dennis M. Danzik
Chief Executive Officer
flooidCX Corp.
14747 N Northsight Blvd
Suite 111-218
Scottsdale, AZ 85260
Re:flooidCX Corp.
Revised Preliminary Information Statement on Schedule 14C
Filed April 3, 2024
File No. 000-55965
Dear Dennis M. Danzik:
            We have reviewed your April 3, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 14, 2024
letter.
Revised Preliminary Information Statement on Schedule 14C filed April 3, 2024
General
1.We note your response to prior comment 1, including the termination of the merger
agreement and planned transaction with Quantum Energy, Inc. However, we also note that
your revised information statement continues to disclose the primary reason for your name
change to Quantum Energy Corporation is "in order to more properly reflect our new
business model" followed by revisions to your disclosure describing the focus of your
business. While you note that the merger agreement was terminated, it appears that the
businesses of Quantum Energy Inc. and flooidCX are overlapping in ways that suggest a
combination of the two businesses. For example, in the press release announcing the
merger dated February 21, 2023, the business of Quantum Energy was described as "a
developer of transformative photonic energy systems for the direct generation and

 FirstName LastNameDennis M.  Danzik
 Comapany NameflooidCX Corp.
 April 23, 2024 Page 2
 FirstName LastName
Dennis M.  Danzik
flooidCX Corp.
April 23, 2024
Page 2
distribution of electrical energy owned by and for the use of the consumer." This
description is similar to your disclosure in the current proxy statement stating that
flooidCX's new business involves "the development and support of energy systems
technologies, with a focus on Direct Energy Systems including Photon Lighting Systems,
Photon Engines and Energy Storage Systems."

In addition, we note an overlap in management of the two companies. As examples, it
appears that William Westbrook, the CFO of Quantum Energy Inc., was appointed to the
board of flooidCX on August 8, 2022, and Craig N. Kitchen serves on the boards of both
Quantum Energy and flooidCX. Further, the press release issued by flooidCX on January
25, 2024 lists both FLCX and QREE as the tickers for flooidCX, and notes technology
licenses from WYOTech Investments Group, LLC and Inductance Energy Corporation,
both of which are, or have been, affiliated with Quantum Energy. Please explain the
substantial overlap in the businesses of Quantum Energy and flooidCX, including the
public representation that the tickers of both companies are affiliated with flooidCX, and
explain how the businesses were integrated despite the termination of the merger
agreement. Please indicate the transaction that resulted in this integration, and provide us
with a legal and factual analysis of whether you are or were required to register
the transaction under the Securities Act of 1933. Please also revise the preliminary
information statement to include specific details of the reasons for the name change,
including the integration of Quantum Energy and flooidCX, and provide the information
required by Items 11, 13 and 14 of Schedule 14A, or tell us why you believe you are not
required to provide such information. See Item 1 of Schedule 14C and Note A to Schedule
14A. Please also indicate when you intend to file your Form 10-K for the year ended
December 31, 2023.

2.We note your response to prior comment 2 and reissue, as the only revision you have
made appears to be the addition of the beneficial ownership table. Please further revise
your information statement to furnish all of the information required by Schedule14C. We
note in particular that Item 1 of Schedule 14C requires you to furnish the information
called for by all of the items of Schedule 14A which would be applicable to any matter to
be acted upon at the meeting if proxies were to be solicited in connection with the
meeting. Please revise to include this disclosure as well as any other disclosure required
by Schedule 14C. We note that you have omitted most of this disclosure from the current
Schedule 14C.

 FirstName LastNameDennis M.  Danzik
 Comapany NameflooidCX Corp.
 April 23, 2024 Page 3
 FirstName LastName
Dennis M.  Danzik
flooidCX Corp.
April 23, 2024
Page 3
            Please contact Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard W. Jones