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Correspondence 0001493152-23-033237 from Nakamoto Inc. (NAKA)

Nakamoto Inc.
Date: Sept. 20, 2023 · CIK: 0001946573 · Accession: 0001493152-23-033237

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
July 26, 2023
Author
Kindly
Form
CORRESP
Company
Nakamoto Inc.

Letter

Re: Kindly MD, Inc.

September 20, 2023

Via Edgar Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Application and Services

F Street, N.E.

Washington, D.C. 20549

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.

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