SEC Comment Letter 0000000000-23-011585 to Nakamoto Inc. (NAKA)
Nakamoto Inc.
Date: Oct. 23, 2023 · CIK: 0001946573 · Accession: 0000000000-23-011585
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274606
Letter
United States securities and exchange commission logo October 23, 2023 Timothy Pickett Chief Executive Officer Kindly MD, Inc. 230 W 400 South Suite 201 Salt Lake City, UT 84104 Re:Kindly MD, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 11, 2023 File No. 333-274606 Dear Timothy Pickett: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration 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 registration 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 October 4, 2023 letter. Amendment No. 1 to Form S-1 filed October 11, 2023 Summary of Financial Information, page 9 1.Please revise here and on page 27 to explain what the Pro Forma As Adjusted column represents and how the amounts presented were determined. Use of Proceeds, page 26 2.Please tell us why you present the Use of Proceeds based on percentage raised or revise the table to reflect the firm underwritten offering. General 3.We note that you included a resale prospectus for shares to be sold by the selling
FirstName LastNameTimothy Pickett Comapany NameKindly MD, Inc. October 23, 2023 Page 2 FirstName LastName Timothy Pickett Kindly MD, Inc. October 23, 2023 Page 2 shareholders. Revise to disclose the reasons why you have included the resale prospectus when you disclose that "The selling stockholders have expressed an intent not to sell stock concurrently with the initial public offering." 4.We note your disclosure at page II-2. Please confirm that you have included all information as to all securities sold within the past three years which were not registered under the Securities Act. We note you were incorporated in 2019 and we were unable to locate disclosure related to the issuances to Sally Alicia LLC, Gus Doodle LLC and Frank Stevens LLC. Please advise. Please contact Julie Sherman at 202-551-3640 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Callie Tempest Jones, Esq.
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United States securities and exchange commission logo
October 23, 2023
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
230 W 400 South
Suite 201
Salt Lake City, UT 84104
Re:Kindly MD, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 11, 2023
File No. 333-274606
Dear Timothy Pickett:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration 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 registration 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 October 4, 2023 letter.
Amendment No. 1 to Form S-1 filed October 11, 2023
Summary of Financial Information, page 9
1.Please revise here and on page 27 to explain what the Pro Forma As Adjusted column
represents and how the amounts presented were determined.
Use of Proceeds, page 26
2.Please tell us why you present the Use of Proceeds based on percentage raised or revise
the table to reflect the firm underwritten offering.
General
3.We note that you included a resale prospectus for shares to be sold by the selling
FirstName LastNameTimothy Pickett
Comapany NameKindly MD, Inc.
October 23, 2023 Page 2
FirstName LastName
Timothy Pickett
Kindly MD, Inc.
October 23, 2023
Page 2
shareholders. Revise to disclose the reasons why you have included the resale prospectus
when you disclose that "The selling stockholders have expressed an intent not to sell stock
concurrently with the initial public offering."
4.We note your disclosure at page II-2. Please confirm that you have included
all information as to all securities sold within the past three years which were not
registered under the Securities Act. We note you were incorporated in 2019 and we were
unable to locate disclosure related to the issuances to Sally Alicia LLC, Gus Doodle LLC
and Frank Stevens LLC. Please advise.
Please contact Julie Sherman at 202-551-3640 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Callie Tempest Jones, Esq.