SEC Comment Letter 0000000000-24-004944 to Nakamoto Inc. (NAKA)
Nakamoto Inc.
Date: May 1, 2024 · CIK: 0001946573 · Accession: 0000000000-24-004944
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274606
Letter
United States securities and exchange commission logo May 1, 2024 Timothy Pickett Chief Executive Officer Kindly MD, Inc. 5097 South 900 East Suite 100 Salt Lake City, UT 84117 Re:Kindly MD, Inc. Amendment No. 8 to Registration Statement on Form S-1 Filed April 9, 2024 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 March 22, 2024 letter. Amendment No. 8 to Form S-1 filed April 9, 2024 Exhibit 23.1, page 1 1.Please ask your auditors to provide us with a fully updated consent. Stock-based Compensation, page 34 2.Please reconcile your disclosure about there being no outstanding stock awards with the disclosure on page F-16 about the 2024 issuance of stock options. Note 6, page F-12 3.It is not clear how you calculated the impact of the accounting error. Please provide us with your calculations and the underlying assumptions. Also, please clarify for us how
FirstName LastNameTimothy Pickett Comapany NameKindly MD, Inc. May 1, 2024 Page 2 FirstName LastName Timothy Pickett Kindly MD, Inc. May 1, 2024 Page 2 you estimated your incremental borrowing rate to be 10% given that the borrowing arrangement disclosed on page F-14 includes features that substantially increased your effective borrowing rate. Please cite the specific authoritative guidance that supports your analysis. We note that the lease asset exceeds 20% of your reported total assets. 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
May 1, 2024
Timothy Pickett
Chief Executive Officer
Kindly MD, Inc.
5097 South 900 East
Suite 100
Salt Lake City, UT 84117
Re:Kindly MD, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed April 9, 2024
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 March 22, 2024 letter.
Amendment No. 8 to Form S-1 filed April 9, 2024
Exhibit 23.1, page 1
1.Please ask your auditors to provide us with a fully updated consent.
Stock-based Compensation, page 34
2.Please reconcile your disclosure about there being no outstanding stock awards with the
disclosure on page F-16 about the 2024 issuance of stock options.
Note 6, page F-12
3.It is not clear how you calculated the impact of the accounting error. Please provide us
with your calculations and the underlying assumptions. Also, please clarify for us how
FirstName LastNameTimothy Pickett
Comapany NameKindly MD, Inc.
May 1, 2024 Page 2
FirstName LastName
Timothy Pickett
Kindly MD, Inc.
May 1, 2024
Page 2
you estimated your incremental borrowing rate to be 10% given that the borrowing
arrangement disclosed on page F-14 includes features that substantially increased your
effective borrowing rate. Please cite the specific authoritative guidance that supports your
analysis. We note that the lease asset exceeds 20% of your reported total assets.
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.