SEC Comment Letter 0000000000-25-002112 to Naqi Logix Inc. (CIK 0001902337)
Naqi Logix Inc. (CIK 0001902337)
Date: Feb. 24, 2025 · CIK: 0001902337 · Accession: 0000000000-25-002112
AI Filing Summary & Sentiment
File numbers found in text: 024-12535
Letter
February 24, 2025 Mark Godsy Chief Executive Officer Naqi Logix Inc. 200 Granville St. Suite 2820 Vancouver BC, V6C 1S4 Re:Naqi Logix Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed February 11, 2025 File No. 024-12535 Dear Mark Godsy: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 18, 2024. Amendment No. 1 to Offering Statement on Form 1-A Cover Page 1.Please disclose that investors will be required to execute an adoption agreement to the Voting Agreement pursuant to which the investor will agree to be bound by the terms of the Voting Agreement which will require them to vote their shares in favor any corporate action approved by the board of directors. Also, disclose that your Chief Executive Officer, Mark Godsy, has the right to designate up to seven director nominees to the board of directors and shareholders will be required to vote their shares in favor of the election of such director nominees.
February 24, 2025 Page 2 Risk Factors Our executive officers, directors and insider shareholders beneficially..., page 16 2.We note your response to prior comment 5. Please define your reference to insider shares and clarify whether your statement that the "percentage increases to approximately 60.8% when insider shareholders are included" relates to shares subject to the Voting Trust Agreement. If not, please clarify the total voting power subject to the Voting Trust Agreement. 3.Please include a discussion of the risks associated with investors executing an adoption agreement whereby they agree to be bound by the terms of the Voting Agreement. Include a discussion of the material terms of the voting agreement including that investors will be required to vote their shares in favor of certain director nominees designated by your Chief Executive Officer, Mark Godsy as well as any corporate action approved by the board of directors. Also, include a discussion of the fact that this arrangement may have the effect of allowing Mr. Godsy to control the outcome of corporate actions that require stockholder approval as well as exercise voting control of the company in a manner that exceeds his economic interest. If an investor purchases Common Shares in this Offering..., page 23 4.Please disclose that your authorized share capital permits the issuance of an unlimited number of Voting Common Shares and an unlimited number of Non-Voting Common Shares. Also, describe the potential risks to investors related to this capital structure. Securities Being Offered Shareholder Agreements, page 60 5.Please clarify whether Mr. Godsy's director nomination rights are transferrable and describe how you will disclose to investors if he chooses to exercise his director nomination rights. General 6.Please provide us with a legal analysis of the basis upon which you concluded that the provisions in the Voting Agreement pursuant to which investors agree to vote their shares in favor any corporate action approved by the board of directors and in favor of the election of the director nominees designated by Mr. Godsy is permissible under the Business Corporations Act of the Province of British Columbia and any applicable provisions of your articles of incorporation.
February 24, 2025 Page 3 Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Daniel Nauth
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February 24, 2025
Mark Godsy
Chief Executive Officer
Naqi Logix Inc.
200 Granville St. Suite 2820
Vancouver BC, V6C 1S4
Re:Naqi Logix Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed February 11, 2025
File No. 024-12535
Dear Mark Godsy:
We have reviewed your amended offering statement and have the following
comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 18, 2024.
Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1.Please disclose that investors will be required to execute an adoption agreement to the
Voting Agreement pursuant to which the investor will agree to be bound by the terms
of the Voting Agreement which will require them to vote their shares in favor any
corporate action approved by the board of directors. Also, disclose that your Chief
Executive Officer, Mark Godsy, has the right to designate up to seven director
nominees to the board of directors and shareholders will be required to vote their
shares in favor of the election of such director nominees.
February 24, 2025
Page 2
Risk Factors
Our executive officers, directors and insider shareholders beneficially..., page 16
2.We note your response to prior comment 5. Please define your reference to insider
shares and clarify whether your statement that the "percentage increases to
approximately 60.8% when insider shareholders are included" relates to shares subject
to the Voting Trust Agreement. If not, please clarify the total voting power subject to
the Voting Trust Agreement.
3.Please include a discussion of the risks associated with investors executing an
adoption agreement whereby they agree to be bound by the terms of the Voting
Agreement. Include a discussion of the material terms of the voting agreement
including that investors will be required to vote their shares in favor of certain director
nominees designated by your Chief Executive Officer, Mark Godsy as well as any
corporate action approved by the board of directors. Also, include a discussion of the
fact that this arrangement may have the effect of allowing Mr. Godsy to control the
outcome of corporate actions that require stockholder approval as well as exercise
voting control of the company in a manner that exceeds his economic interest.
If an investor purchases Common Shares in this Offering..., page 23
4.Please disclose that your authorized share capital permits the issuance of an unlimited
number of Voting Common Shares and an unlimited number of Non-Voting Common
Shares. Also, describe the potential risks to investors related to this capital structure.
Securities Being Offered
Shareholder Agreements, page 60
5.Please clarify whether Mr. Godsy's director nomination rights are transferrable and
describe how you will disclose to investors if he chooses to exercise his director
nomination rights.
General
6.Please provide us with a legal analysis of the basis upon which you concluded that the
provisions in the Voting Agreement pursuant to which investors agree to vote their
shares in favor any corporate action approved by the board of directors and in favor of
the election of the director nominees designated by Mr. Godsy is permissible under
the Business Corporations Act of the Province of British Columbia and any applicable
provisions of your articles of incorporation.
February 24, 2025
Page 3
Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499
if you have questions regarding comments on the financial statements and related
matters. Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Daniel Nauth