Correspondence 0001213900-25-011389 from Newsmax Inc. (NMAX)
Newsmax Inc.
Date: Feb. 7, 2025 · CIK: 0002026478 · Accession: 0001213900-25-011389
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Letter
VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Attention: Re: Newsmax Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Submitted December 13, 2024 CIK No. 0002026478
Dear Messrs. Kim and Krikorian:
This letter sets forth the response of Newsmax Inc. (the “Company”) to the comment letter, dated January 2, 2025, of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to its Offering Circular on Form 1-A (the “Form 1-A”), confidentially submitted on December 13, 2025. In order to facilitate your review, we have reproduced the Staff’s comment in its entirety, with the response to such comment set out below the comment.
Concurrently with this correspondence, the Company is submitting Amendment No. 2 to its Form 1-A (the “Amended Form 1-A”). When indicated, the responses described below are contained in the Amended Form 1-A. References to page numbers in this letter refer to the pagination of the Amended Form 1-A. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Amended Form 1-A.
Pursuant to 17. C.F.R. § 200.83 (“Rule 83”), we are requesting confidential treatment for portions of our response below, as indicated by “[***]”, reflecting information that we have provided supplementally to the Commission.
Amendment No. 1 to Draft Offering Statement of Form 1-A
Exhibits
1. We note your revised disclosure and response to prior comment 2 regarding the settlement agreement with a commercial counterparty (also a customer). Please revise the Use of Proceeds section to indicate the portion of the proceeds from this offering that will be used to finance the settlement payments. Also, please identify the counterparty to the agreement and file the agreement as an exhibit. Based on company's business as a television broadcaster and multi-platform content publisher, this settlement agreement does not appear to be a contract that you typically enter into in the ordinary course of business. See Item 17 of Form 1-A.
RESPONSE:
The Company acknowledges the Staff’s comment and has revised its disclosure in the Amended Form 1-A to reflect that, if necessary, it may use a portion of the proceeds of the offering to pay amounts payable under this agreement.
[***]
If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact Edward Welch of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3085 with any questions or further comments regarding the responses to the Staff’s comments.
Very truly yours,
/s/ Edward Welch, Esq.
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Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
February 7, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street N.E.
Washington, D.C. 20549
Attention:
Amanda Kim
Stephen Krikorian
Re:
Newsmax Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted December 13, 2024
CIK No. 0002026478
Dear Messrs. Kim and Krikorian:
This letter sets forth the response of Newsmax
Inc. (the “Company”) to the comment letter, dated January 2, 2025, of the Staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to its
Offering Circular on Form 1-A (the “Form 1-A”), confidentially submitted on December 13, 2025. In order to facilitate
your review, we have reproduced the Staff’s comment in its entirety, with the response to such comment set out below the comment.
Concurrently with this correspondence, the Company is submitting Amendment No. 2 to its Form 1-A (the “Amended Form 1-A”).
When indicated, the responses described below are contained in the Amended Form 1-A. References to page numbers in this letter refer to
the pagination of the Amended Form 1-A. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed
to such terms in the Amended Form 1-A.
Pursuant to 17. C.F.R. § 200.83 (“Rule
83”), we are requesting confidential treatment for portions of our response below, as indicated by “[***]”, reflecting
information that we have provided supplementally to the Commission.
Amendment No. 1 to Draft Offering Statement of Form 1-A
Exhibits
1. We
note your revised disclosure and response to prior comment 2 regarding the settlement agreement with a commercial counterparty (also
a customer). Please revise the Use of Proceeds section to indicate the portion of the proceeds from this offering that will be used to
finance the settlement payments. Also, please identify the counterparty to the agreement and file the agreement as an exhibit. Based
on company's business as a television broadcaster and multi-platform content publisher, this settlement agreement does not appear to
be a contract that you typically enter into in the ordinary course of business. See Item 17 of Form 1-A.
RESPONSE:
The Company acknowledges the Staff’s comment
and has revised its disclosure in the Amended Form 1-A to reflect that, if necessary, it may use a portion of the proceeds of the offering
to pay amounts payable under this agreement.
[***]
If any additional supplemental information is
required by the Staff or if you have any questions regarding the foregoing, please contact Edward Welch of Sheppard, Mullin, Richter &
Hampton LLP at (212) 634-3085 with any questions or further comments regarding the responses to the Staff’s comments.
Very truly yours,
/s/ Edward Welch, Esq.
Edward Welch, Esq.