Correspondence 0001493152-23-033378 from NileBuilt Corp. / WY (CIK 0001966498)
NileBuilt Corp. / WY (CIK 0001966498)
Date: Sept. 21, 2023 · CIK: 0001966498 · Accession: 0001493152-23-033378
AI Filing Summary & Sentiment
File numbers found in text: 024-12287
Referenced dates: September 13, 2023
Letter
Re: NileBuilt Corp.
September 21, 2023
Catherine De Lorenzo
Office of Real Estate & Construction
Division of Corporation Finance
Form 1-A
Filed September 1, 2023
File No. 024-12287
Ms. De Lorenzo:
Please see below for responses to the Division’s letter dated September 13, 2023 regarding the above captioned matter. All questions have been addressed in Amendment No. 2 to the Offering Statement on Form 1-AA, filed September 21, 2023 (“Amendment”), as further herein detailed.
Dilution
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.
Please see “Dilution” in the Amendment where we have added a disclosure to make clear that the entities controlled by our officers and directors have agreed to pay cash consideration at $0.0001 but that such payment is still due and noted as stock subscriptions receivable on the Company’s balance sheet.
Exhibits
2. We partially reissue Comment 15. We note the corrections to the refiled exhibits but that 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.
These exhibits have been refiled in searchable format.
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.
Please see throughout the Amendment for the requested disclosures, including inclusion of a new “Prior Performance” section.
We appreciate your time and attention in this matter.
Sincerely,
/s/
Dodson Robinette PLLC
Show Raw Text
CORRESP
1
filename1.htm
September
21, 2023
Catherine
De Lorenzo
Office
of Real Estate & Construction
Division
of Corporation Finance
Re:
NileBuilt
Corp.
Form
1-A
Filed
September 1, 2023
File
No. 024-12287
Ms.
De Lorenzo:
Please
see below for responses to the Division’s letter dated September 13, 2023 regarding the above captioned matter. All questions have
been addressed in Amendment No. 2 to the Offering Statement on Form 1-AA, filed September 21, 2023 (“Amendment”),
as further herein detailed.
Dilution
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.
Please
see “Dilution” in the Amendment where we have added a disclosure to make clear that the entities controlled by our officers
and directors have agreed to pay cash consideration at $0.0001 but that such payment is still due and noted as stock subscriptions
receivable on the Company’s balance sheet.
Exhibits
2.
We partially reissue Comment 15. We note the corrections to the refiled exhibits but that 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.
These
exhibits have been refiled in searchable format.
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.
Please
see throughout the Amendment for the requested disclosures, including inclusion of a new “Prior Performance” section.
We
appreciate your time and attention in this matter.
Sincerely,
/s/
Dodson Robinette PLLC