Correspondence 0001493152-23-033237 from Nakamoto Inc. (NAKA)
Nakamoto Inc.
Date: Sept. 20, 2023 · CIK: 0001946573 · Accession: 0001493152-23-033237
AI Filing Summary & Sentiment
Show Raw Text
CORRESP
1
filename1.htm
September
20, 2023
Via
Edgar Submission
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Industrial Application and Services
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Kindly
MD, Inc.
Draft
Registration Statement on Form S-1
Submitted July 26, 2023
CIK
No. 0001946573
Ladies
and Gentlemen:
Kindly
MD, Inc. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in
the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated August 14, 2023, relating to the above-referenced filing.
In
response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:
Draft
Registration Statement on Form S-1Amendment No. 2
1.
We note your response to previous comment 13 and re-issue the comment in part. In your description of your 2023 operational plan, you
note that “[a]t present, [y]our operations are solely based in Utah and [you] have not currently targeted or planned specific expansion
into other states.” However, your disclosure also states that you “hope to be able to enter four new markets in the twelve
calendar months following the closing of the Offering.” We also note that your Growth Strategy section on page 5 of the Prospectus
states that “[t]he markets that [you] intend to explore and evaluate include North Carolina, Texas, Florida, Pennsylvania, among
further expansion in Utah.” Please reconcile your disclosure regarding your twelve calendar month timeline and intended exploration
of those specific markets with your statement that you have not currently targeted or planned specific expansion into other states.
Response:
We have updated the Registration Statement universally to disclose that the Company has no expansion plans outside the state of Utah
currently. Please see pages 12, 35 and 45.
2.
We note your response to previous comment 13 and we refer you to our comment above. We note your current growth plans and your disclosure
that you hope to be able to enter four new markets in the twelve calendar months following the closing of the Offering. Please revise
to clarify your disclosures and include the appropriate regulatory disclosures in this section if you elect to include disclosures regarding
your entry into the new four markets. As appropriate, revise to include risk factor disclosures regarding the uncertainty of entering
into these markers.
Response:
We have updated the Registration Statement universally to disclose that the Company has no expansion plans outside the state of Utah
currently. Please see pages 12, 35 and 45. Because there are no expansion plans, we have not included any new risk factors regarding
expansion.
Please
note that we have filed this Registration publicly on Form S-1 instead of as a Draft Registration Statement. We appreciate your time
and attention in your review.
Thank
you for your assistance and review; we look forward to resolving any further comments or questions. Please reach out to our legal counsel,
Callie Jones, at (801)303-5721 with any additional comments.
Sincerely,
Kindly
MD, Inc.
/s/
Tim Pickett
Tim
Pickett
Chief
Executive Officer