Correspondence 0001683168-24-000632 from Naploy Corp. (CIK 0001978111)
Naploy Corp. (CIK 0001978111)
Date: Feb. 2, 2024 · CIK: 0001978111 · Accession: 0001683168-24-000632
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274889
Referenced dates: January 29, 2024
Letter
Division of Corporation Finance Office of Industrial Applications and Services Re: Naploy Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed January 22, 2024 File No. 333-274889
Dear Michael Fay, Terence O'Brien, Juan Grana and Margaret Sawicki:
In response to your letter dated January 29, 2024 pursuant to the Securities Exchange Act of 1933, as amended, please find the Company’s Amendment No.3 to the Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on October 6, 2023
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. We note your response to prior comment 1 and your disclosure that "the offering may not be conditional on the ultimate success of the listing." Please revise to state either (i) the offering is conditioned on receipt of listing approval or (ii) the offering is not conditioned on receipt of listing approval.
Response: We have revised our disclosure
Risk Factors
We Will Fall Under The Purview Of Nigerian Laws, Regulations, And Administrative
Decisions..., page 9
2. We note your response to prior comment 5 and reissue the comment in part. Please revise your disclosure here, and elsewhere in the registration statement, including your discussion on page 26, to state whether you are currently in compliance with applicable regulations in Nigeria, including the Nigerian Data Protection Regulation.
Response: We have revised our disclosure
Other Risks Particular To Operating In Nigeria, page 10
3. We note your response to prior comment 6 and reissue the comment. Please revise your disclosure to provide additional detail regarding the risks particular to operating in Nigeria that are specific to your Company.
Response: We have revised our disclosure
Description Of Our Business
Market Overview, page 25
4. We note your response to prior comment 7, including your disclosure that "[a]ccording to recent research of Insights10, revenue in the Health Care segment is projected to reach US$664.20m in 2022." Please revise to remove references to projections for years that have already passed or add the actual revenue in the Health Care segment reported in 2022.
Response: We have revised our disclosure
Directors, Executive Officers, Promoters And Control Persons
Background Information About Our Officers And Directors, page
5. We note your response to prior comment 9 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 self-employed for the past 5 years, "managing several successful businesses in various industries, including technology sector" and you state that for the past 5 years Mr. Ulloa Bonilla 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.
Response: We have added the following disclosure
Security Ownership Of Certain Beneficial Owners and Management, page 40
6. We note your revised Beneficial Ownership table in response to prior comment 10. Item 403 of Regulation S-K requires the table to include the total number of shares beneficially owned and the percent of the class so owned as of the most recent practicable date. The table as currently presented appears to show the percent of the class that Mr. Arnold would hold after the offering depending on the number of shares sold. You may retain this information, but please revise to also show that Mr. Arnold currently owns 100% of your outstanding shares.
Response: We have revised the Beneficial Ownership table
You can direct any other comments or questions directly to:
Frederick Sidney Reinhard Arnold
Telephone: +13072133163
Email: naploy.corp@tutanota.com
/s/ Frederick Sidney Reinhard Arnold
Frederick Sidney Reinhard Arnold
President, Chief Financial Officer,
Chief Executive Officer, Director
Show Raw Text
CORRESP
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filename1.htm
NAPLOY CORP.
95 Lias Estate Kafe district Abuja,
FCT 900108 Nigeria
Telephone:
+13072133163
Email: naploy.corp@tutanota.com
February 02, 2024
Michael Fay, Terence O'Brien
Juan Grana and Margaret Sawicki
Division of Corporation Finance
Office of Industrial Applications and Services
U.S. Securities and Exchange Commission
100 F Street, NE,
Washington, DC 20549
Re: Naploy Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 22, 2024
File No. 333-274889
Dear Michael Fay, Terence O'Brien, Juan Grana and Margaret Sawicki:
In response to your letter dated January 29, 2024 pursuant to the Securities
Exchange Act of 1933, as amended, please find the Company’s Amendment No.3 to the Registration Statement on Form S-1, as filed with
the Securities and Exchange Commission on October 6, 2023
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. We note your response to prior comment 1 and your disclosure
that "the offering may not be conditional on the ultimate success of the listing." Please revise to state either (i) the offering
is conditioned on receipt of listing approval or (ii) the offering is not conditioned on receipt of listing approval.
Response: We have revised our disclosure
Risk Factors
We Will Fall Under The Purview Of Nigerian Laws, Regulations,
And Administrative
Decisions..., page 9
2. We note your response to prior comment 5 and reissue the comment
in part. Please revise your disclosure here, and elsewhere in the registration statement, including your discussion on page 26, to state
whether you are currently in compliance with applicable regulations in Nigeria, including the Nigerian Data Protection Regulation.
Response: We have revised our disclosure
1
Other Risks Particular To Operating In Nigeria, page 10
3. We note your response to prior comment 6 and reissue the comment.
Please revise your disclosure to provide additional detail regarding the risks particular to operating in Nigeria that are specific to
your Company.
Response: We have revised our disclosure
Description Of Our Business
Market Overview, page 25
4. We note your response to prior comment 7, including your disclosure
that "[a]ccording to recent research of Insights10, revenue in the Health Care segment is projected to reach US$664.20m in 2022."
Please revise to remove references to projections for years that have already passed or add the actual revenue in the Health Care segment
reported in 2022.
Response: We have revised our disclosure
Directors, Executive Officers, Promoters And Control Persons
Background Information About Our Officers And Directors, page
37
5. We note your response to prior comment 9 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 self-employed for the past 5 years, "managing several successful businesses in various industries, including
technology sector" and you state that for the past 5 years Mr. Ulloa Bonilla 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.
Response: We have added the following disclosure
Security Ownership Of Certain Beneficial Owners and Management,
page 40
6. We note your revised Beneficial Ownership table in response to
prior comment 10. Item 403 of Regulation S-K requires the table to include the total number of shares beneficially owned and the percent
of the class so owned as of the most recent practicable date. The table as currently presented appears to show the percent of the class
that Mr. Arnold would hold after the offering depending on the number of shares sold. You may retain this information, but please revise
to also show that Mr. Arnold currently owns 100% of your outstanding shares.
Response: We have revised the Beneficial Ownership table
You can direct any other comments or questions directly to:
Frederick Sidney Reinhard Arnold
Telephone: +13072133163
Email: naploy.corp@tutanota.com
/s/ Frederick Sidney Reinhard Arnold
Frederick Sidney Reinhard Arnold
President, Chief Financial Officer,
Chief Executive Officer, Director
2