SEC Comment Letter 0000000000-23-010129 to NileBuilt Corp. / WY (CIK 0001966498)
NileBuilt Corp. / WY (CIK 0001966498)
Date: Sept. 13, 2023 · CIK: 0001966498 · Accession: 0000000000-23-010129
AI Filing Summary & Sentiment
File numbers found in text: 024-12287
Letter
United States securities and exchange commission logo September 13, 2023 Scott Long Chief Executive Officer NileBuilt Corp. / WY 2701 E. Grauwyler Rd. Building 1, DPT#1075 Irving, TX 75061 Re:NileBuilt Corp. / WY Amendment 1 to Offering Statement on Form 1-A Filed September 1, 2023 File No. 024-12287 Dear Scott Long: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply 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 offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 24, 2023 letter. Amendment 1 to Offering Statement on Form 1-A Dilution, page 19 1.We note your response to prior comment 5. Please revise your discussion of dilution to include the average effective cash contribution by the entities controlled by your officers and directors. To the extent that entities controlled by your officers and directors paid no cash consideration, please make that clear. Exhibits 2.We partially reissue Comment 15. We note the corrections to the refiled exhibits but that
FirstName LastNameScott Long Comapany NameNileBuilt Corp. / WY September 13, 2023 Page 2 FirstName LastName Scott Long NileBuilt Corp. / WY September 13, 2023 Page 2 you have also filed additional exhibits. Please refile the new exhibits 6.4 and 6.5 in a proper text-searchable format. Please refer to Item 301 of Regulation S-T. General 3.We note your response to prior comment 16. We also note that you intend to focus on land acquisition and do not anticipate building in the first year. However, since you have yet to identify properties you intend to acquire using the net proceeds, your offering appears to constitute a blind-pool offering. Accordingly, as applicable, please provide disclosure consistent with the principles of Industry Guide 5, including prior performance disclosure, or tell us why such disclosure is not material. You may contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Arden Anderson, Esq.
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United States securities and exchange commission logo
September 13, 2023
Scott Long
Chief Executive Officer
NileBuilt Corp. / WY
2701 E. Grauwyler Rd.
Building 1, DPT#1075
Irving, TX 75061
Re:NileBuilt Corp. / WY
Amendment 1 to
Offering Statement on Form 1-A
Filed September 1, 2023
File No. 024-12287
Dear Scott Long:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply 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 offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 24, 2023 letter.
Amendment 1 to Offering Statement on Form 1-A
Dilution, page 19
1.We note your response to prior comment 5. Please revise your discussion of dilution to
include the average effective cash contribution by the entities controlled by your officers
and directors. To the extent that entities controlled by your officers and directors paid no
cash consideration, please make that clear.
Exhibits
2.We partially reissue Comment 15. We note the corrections to the refiled exhibits but that
FirstName LastNameScott Long
Comapany NameNileBuilt Corp. / WY
September 13, 2023 Page 2
FirstName LastName
Scott Long
NileBuilt Corp. / WY
September 13, 2023
Page 2
you have also filed additional exhibits. Please refile the new exhibits 6.4 and 6.5 in a
proper text-searchable format. Please refer to Item 301 of Regulation S-T.
General
3.We note your response to prior comment 16. We also note that you intend to focus on
land acquisition and do not anticipate building in the first year. However, since you have
yet to identify properties you intend to acquire using the net proceeds, your offering
appears to constitute a blind-pool offering. Accordingly, as applicable, please provide
disclosure consistent with the principles of Industry Guide 5, including prior performance
disclosure, or tell us why such disclosure is not material.
You may contact Howard Efron at 202-551-3439 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Arden Anderson, Esq.