SecProbe.io

CORRESP
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 filename1.htm

 VIA EDGAR

 July 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Kindly MD, Inc.

 Information Statement on Schedule 14C

 Filed June 23, 2025

 File No. 001-42103

 Ladies and Gentlemen:

 We acknowledge receipt of
the comment letter of the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
dated July 9, 2025 (the "Staff Letter") regarding the regarding the preliminary information statement on Schedule 14C filed
on June 23, 2025 by KindlyMD, Inc. (the "Company"). We have reviewed the Staff Letter and provide the following responses.
For ease of reference, the responses are numbered to correspond to the numbering of the comments in the Staff Letter and the comments
are reproduced below. Transmitted herewith is a revised Preliminary Information Statement, filed on the date hereof (File No. 001-42103).

 Comments from the Staff's Comment
Letter dated July 9, 2025

 Information Statement on Schedule 14C submitted
June 23, 2025

 Cover Page

 1. We note your disclosure that you obtained approval of
holders of approximately 50.76% of the outstanding voting power of the Company on May 18, 2025 and approximately 50.14% of the outstanding
voting power of the Company on June 19, 2025 by written consents. However, the beneficial ownership table included on page 108 of the
information statements shows that the directors and executive officers of the Company only held approximately 40.79% of the outstanding
voting power of the Company as of June 1, 2025 and does not identify any shareholders holding more than 5% of the outstanding shares
that are not already included in the 40.79% total. Additionally, we note your disclosure in the Background of the Merger section regarding
the Shareholder Support Agreement and Lock-Up Agreement to be signed by a majority of the Company's shareholders and your statement that
"[o]n April 18, 2025, KindlyMD followed up with updated drafts of certain ancillary documents, including note to the Shareholder
Support Agreement and Lock-Up Agreement indicating which KindlyMD shareholders had agreed to be party to such agreements." In your
response letter, please identify the shareholders who provided written consent for these actions, including each consenting stockholder's
respective share ownership and relationship to the Company. Please also describe the events that led to your receipt of the written consents
and provide an analysis of whether the process of obtaining the consents involved a solicitation within the meaning of Exchange Act Rule
14a- 1(l).

 Response :

 The written consents referenced in the
Information Statement were provided by a combination of directors, executive officers, and other significant shareholders of the Company.
As of June 19, 2025, the following shareholders provided written consent for the actions described:

 Shareholder
 Shares Voted
 Relationship to Company

 Tim Pickett
 99,025
 Chief Executive Officer, Chairman

 Wade Rivers LLC
 2,886,744
 Significant Shareholder (beneficial owners are Tim Pickett and his spouse)

 Jared Barrera
 15,842
 Director

 Adam Cox
 72,834
 Director

 Sally Alicia LLC
 350,000
 Long-term Shareholder

 Adrian Torres
 260,000 *
 VP of IT

 Gus Doodle LLC
 129,482
 Long-term Shareholder

 * Adrian Torres, VP of IT, voted 260,000 of his 283,719 shares.

 Additional context regarding these shareholders
is as follows:

 ● Tim
Pickett is the Company's Chief Executive Officer and Chairman of the Board. Mr. Pickett has served as the Company's CEO and
Chairman since its formation and has been a key driver of the Company's strategic direction and operations.

 ● Wade
Rivers LLC is a significant shareholder of the Company. The sole member of Wade Rivers LLC is The Wade Rivers Trust, for which Tim Pickett
and his spouse act as co-investment trustees.

 ● Jared
Barrera is a director of KindlyMD. Mr. Barrera has served on the Company's Board of Directors and has participated in the Company's
governance and oversight.

 ● Adam
Coz is a director of KindlyMD. Mr. Cox has served as a director and has contributed to the Company's management and strategic planning.

 ● Adrian
Torres serves as VP of IT at KindlyMD. He has been a supporter of the Company since its inception, playing a key role in the IPO and
fundraising efforts. Adrian is responsible for the Company's software systems and the Enterprise Data Project.

 ● Each
of Sally Alicia LLC and Gus Doodle LLC (and their controlling members) have been long-term supporters of the Company and close acquaintances
of Tim Pickett, the Company's CEO. Both were shareholders prior to the IPO and were listed in the S-1 registration statement. While
each originally held 350,000 shares, Gus Doodle LLC held 129,482 shares at the time the shareholders submitted their written consents.
According to the NOBO list, these two entities are the largest shareholders, though neither currently holds more than 5% of the outstanding
shares.

 ● No
individual shareholder, including Sally Alicia LLC and Gus Doodle LLC, currently holds more than 5% of the outstanding shares as a result
of dilution and warrant exercises prior to the date of the written consent, though both were previously above the 5% threshold at an
earlier date as noted in earlier filings.

 As detailed above, each of the consenting
shareholders is either a member of the Company's management or has a long-standing business and/or personal relationship with members
of the Company's management.

 Throughout the period leading up to
the consents, the CEO and these shareholders engaged in regular discussions regarding the Company's strategic direction, capital
needs, and the advisability of the proposed transactions. These discussions were consistent with the Company's historical practice
of maintaining open lines of communication with its significant shareholders and did not involve any public solicitation or general advertising.

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 We do not believe that the personal
communications between Mr. Pickett and other members of management and the nonmanagement shareholders involved a solicitation as defined
in Rule 14a-1. The Company believes that these communications fall within the purview of one or more of the exceptions to the definition
of the term "Solicitation" set forth in clause 2 of paragraph (l) of Rule14a-1, namely : "(i) [t]he furnishing of a
form of proxy to a security holder upon the unsolicited request of such security holder" or " (iv) [a] communication by a
security holder who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under section 240.14a–2)
stating how the security holder intends to vote and the reasons therefor, provided that the communication … (C) is made in response
to unsolicited requests for additional information with respect to a prior communication by the security holder…."

 Rather, these many back and forth communications
involved collaborative discussions between members of management and a small group of involved non-affiliated shareholders for the purpose
of exploring steps that would be in the best interests of the Company and all of the shareholders to further the Company's publicly
disclosed business plans. The communications were limited to a small group of involved shareholders, were not made by means of a proxy
statement or similar communication to a broader audience. No commission or remuneration was paid in connection with obtaining these consents.
The Company believes that these actions are proper and customary for the matters set forth in the Information Statement.

 For the foregoing reasons, the Company
respectfully submits that the process of obtaining the consents did not involve a solicitation within the meaning of Exchange Act Rule
14a-1(l).

 Information about Nakamoto, page 38

 2. Please expand your disclosure regarding your plan of operation for the next twelve months by describing
the source of capital for your acquisition of bitcoin and any acquisition of, or investment in, companies that have bitcoin treasuries.
Please specify the amount of bitcoin currently held by Kindly MD or Nakamoto and the amount of bitcoin you intend to purchase with the
proceeds from the PIPE Financing, the Additional Subscription Agreements, the Debt Financing, and the Promissory Note with BTC so that
investors understand the estimated size of the bitcoin treasury of the Combined Company and your business strategy related to the acquisition
of, or investment in, companies that have bitcoin treasuries.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

 3. Please describe how you intend to generate bitcoin yield.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

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 4. Please disclose an estimated timeline of the building of your bitcoin treasury for the next twelve
months, the implementation of your plans to generate bitcoin yield, the acquisition and operation of companies in various industries that
have bitcoin treasuries and any planned investments in companies with bitcoin treasuries. Include an estimate of the cost of each step,
the sources of capital of each step and the challenges you may face, including the payment of your debt obligations.

 Response :

 We respectfully acknowledge the Staff's
comment and have expanded our disclosure accordingly on page 39.

 Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations, page F-7

 5. We note you recorded pro forma adjustment (BB) and (DD) related to the change in fair value of the
company's Bitcoin investment for the pro forma periods. Please provide us your analysis as to how the fair value adjustments comply
with Article 11 pro forma guidance under Regulation S-X. In that regard, Item 11-02(a)(6)(i)(A) and (B) indicate that for a probable transaction
pro forma adjustments should be calculated using the most recent practicable date prior to the effective date, qualification date or the
mail date. As such, it is unclear why any change in fair value of intangible assets would be recorded in your unaudited pro forma condensed
combined statements of operations.

 Response:

 We respectfully acknowledge the Staff's
comment. To that extent, the Company agrees that as it pertains to the transaction accounting adjustments presented in the proforma condensed
balance sheet, Rule 11-01(a)(6)(i)(A) of Regulation S-X requires that the adjustments be calculated using "the most recent
practicable date prior to the effective date, qualification date, or the mail date." However, as it pertains to the to the transaction
accounting adjustments presented in the proforma condensed statement of comprehensive income, Rule 11-01(a)(6)(i)(B) of Regulation S-X
clearly states that the adjustments should be calculated "assuming those adjustments were made as of the beginning of the fiscal
year presented." As such, in preparing the proforma condensed statement of comprehensive income, the Company assumed the bitcoin
was purchased on January 1, 2024 (i.e. "the beginning of the fiscal year presented") and therefore presented the changes in
fair value (to the bitcoin) accordingly.

 On behalf of the Company, thank you for your review
of this letter. If you have any further comments or questions, please do not hesitate to contact Callie Jones of Brunson Chandler &
Jones, PLLC by telephone at (801) 303-5721 or by email at callie@bcjlaw.com or Anne Peetz of Reed Smith LLP by telephone at (713) 469-3853
or by email at apeetz@reedsmith.com.

 Very truly yours,

 /s/ Tim Pickett

 Chief Executive Officer

 Kindly MD, Inc.

 cc:

 Callie Tempest Jones, Brunson Chandler & Jones, PLLC
 Lynwood Reinhardt, Reed Smith LLP
 Anne Peetz, Reed Smith LLP
 Katherine Geddes, Reed Smith LLP

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