SecProbe.io

United States securities and exchange commission logo
December 19, 2023
Frederick Sidney Reinhard Arnold
Chief Executive Officer
Naploy Corp.
95 Lias Estate Kafe district Abuja
FCT 900108 Nigeria
Re:Naploy Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 6, 2023
File No. 333-274889
Dear Frederick Sidney Reinhard Arnold:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 2, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1 and your disclosure that the "securities being
offered by Naploy Corp. will be listed and traded on the following national securities
exchanges and markets: OTC (Over-the-Counter) Market, Nasdaq Stock Market, QB
(OTCQB)." Please disclose whether the offering will be conditional on the securities
being listed on these exchanges and balance your disclosure to note that you may not be
successful in having your securities listed and traded on these exchanges.
2.We note your response to prior comment 2, which we reissue in part. Given this is a best
efforts offering without a minimum number of shares that must be sold and proceeds
received will be immediately available to you, please disclose the effects on investors both
here and in the risk factors. For example, disclose that if you sell fewer than all of the
securities offered it may significantly reduce the amount of proceeds received and

 FirstName LastNameFrederick Sidney Reinhard Arnold
 Comapany NameNaploy Corp.
 December 19, 2023 Page 2
 FirstName LastNameFrederick Sidney Reinhard Arnold
Naploy Corp.
December 19, 2023
Page 2
investors in this offering will not receive a refund in the event that you do not sell an
amount of securities sufficient to pursue your business goals.
Summary, page 2
3.We note your response to prior comment 4 and your disclosure that the "content provided
on [y]our app is primarily sourced from reputable open channels, ensuring credibility and
accuracy." Please advise and disclose how you assess the credibility and accuracy of
sources.
Risk Factors
Material Risks Associated With Failing To Develop Content For The Naploy App, Partnering
With Medical Institutions..., page 6
4.We note your revised disclosure in response to prior comment 5 and reissue the comment
in part. Please disclose the material risks and challenges associated with establishing
partnerships with medical institutions and advertisers in Nigeria and elsewhere.
We Will Fall Under The Purview Of Nigerian Laws, Regulations, And Administrative
Decisions..., page 8
5.We note your response to prior comment 6. We also note your disclosure on page 8 that
Nigeria "may" have specific data protection laws. Based on your disclosure elsewhere, it
appears Nigeria does have data protection laws. Therefore, please revise to reconcile these
statements. Additionally, please revise your disclosure here, and elsewhere in the
registration statement including your discussion on page 25, to state whether you are in
compliance with applicable regulations in Nigeria, including the Nigerian Data Protection
Regulation.
Other Risks Particular To Operating In Nigeria, page 9
6.We note your response to prior comment 14 and that you disclose certain considerations
for operating in Nigeria. Please revise your disclosure to provide additional detail
regarding the risks particular to operating in Nigeria that are specific to your Company.
For example, discuss how these risks may impact your operations or financial results.
Description Of Our Business
Market Overview, page 24
7.We note your response to prior comment 13, which we reissue in part. We note your
disclosure that "Due to Zion Market Research, the global healthcare mobile app market is
expected to reach $111.1 billion by 2025, with a CAGR of 38.7% from 2020 to 2025."
Please revise to quantify the addressable market within Africa specifically and any
subcategories of healthcare mobile apps that you intend to target, rather than just the
global market given this is not your intended initial market.

 FirstName LastNameFrederick Sidney Reinhard Arnold
 Comapany NameNaploy Corp.
 December 19, 2023 Page 3
 FirstName LastName
Frederick Sidney Reinhard Arnold
Naploy Corp.
December 19, 2023
Page 3
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
34
8.On page 18 you disclose that on October 27, 2023 the Company has engaged the new
auditor’s firm- BF Borgers CPA PC. Please provide the full disclosures required by Item
304 of Regulation S-K as it relates to this change in accounting firm. Please also file as an
Exhibit 16 the letter from the former accountant as described in Item 304(a)(3) of
Regulation S-K. Also refer to Item 11(i) of the requirements of Form S-1.
Directors, Executive Officers, Promoters And Control Persons
Background Information About Our Officers And Directors, page 35
9.We note your response to prior comment 15 and reissue the comment in part. Please
disclose further information regarding Messrs. Arnold and Ulloa Bonilla's business
experience. For example, you state that Mr. Arnold has been "managing several successful
businesses in various industries." You also state that Mr. Ulloa Bonilla "has been working
in administrative department of a hospital for a long time" and has overseen "multiple
thriving ventures across diverse industries." Please advise as to these businesses and
industries including the name and principal business of any corporation or other
organization in which such occupations and employment were carried on.
Security Ownership Of Certain Beneficial Owners and Management, page 38
10.We note your revised Beneficial Ownership table in response to prior comment 16. Please
further revise the table to make it clear to investors that Mr. Arnold only holds 2,000,000
shares, as the current tabular disclosure might suggest that Mr. Arnold holds 8,000,000
shares of your common stock.
Financial Statements
Cash and Cash Equivalents, page F-8
11.We have reviewed your revised disclosure and response to prior comment 21 and note that
your cash is held in a Wise electronic money account. Please expand your disclosure
under the cash and cash equivalents heading on pages F-8 and F-17 to disclose the
following with more clarity:

•whether Wise is a bank and whether they are regulated by the Federal Deposit
Insurance Corporation (FDIC);
•whether your money is held in a bank account and whether your money is insured by
the FDIC or any other deposit protection scheme; and
•the identity of the jurisdiction that you reside for the purpose of the Wise customer
agreements that apply to you. Provide us any additional detail of how you made this
jurisdiction determination.

 FirstName LastNameFrederick Sidney Reinhard Arnold
 Comapany NameNaploy Corp.
 December 19, 2023 Page 4
 FirstName LastName
Frederick Sidney Reinhard Arnold
Naploy Corp.
December 19, 2023
Page 4
12.In addition, please explain to us how you determined that cash held in a Wise electronic
money account should be classified as cash and cash equivalents in your financial
statements. Refer to ASC 230-10-20.
Note 7 - Income Taxes, page F-11
13.In response to prior comment 24 you state that you will be subject to income taxes in
Nigeria. Please disclose in the notes to your financial statements that you will be subject
to income taxes in Nigeria and also provide any pertinent accounting policies, information
or disclosures. Refer to ASC 740.
Exhibits
14.Please request that Mainor Audit Ja Partnerid Ou update their consent. Refer to Exhibit
23.1.
15.We note your revisions in response to prior comment 25. Please ensure that the Opinion of
Counsel and the Consent of Counsel are both filed as exhibits to the registration statement.
We note that you have included the Consent of Counsel as Exhibit 5.1 but the Opinion of
Counsel, which was previously included as Exhibit 5.1, has been removed.
16.We note your response to prior comment 26. Please revise the Fee Filing Table filed as
Exhibit 107 to the registration statement to include the Fee Rate and applicable Fee
Calculation. Please also ensure that you are correctly disclosing the Proposed Maximum
Offering Price Per Unit and remove references to Carry Forward securities.
            Please contact Michael Fay at 202-551-3812 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Robert J. Zepfel, Esq.