United States securities and exchange commission logo
August 18, 2020
Jason Drummond
Chief Executive Officer
Dito, Inc.
413 West 14th Street
New York, NY 10014
Re: Dito, Inc.
Draft Registration
Statement on Form S-1
Submitted July 22,
2020
CIK No. 0001816906
Dear Mr. Drummond:
We have reviewed your draft registration 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 6
1. Please provide a brief
description of your Private Placement and Share Exchange
Agreement in your
prospectus summary.
2. Please disclose in the
prospectus summary that the company has not yet commenced
revenue generating
operations, that you have primarily been involved in organization
activities, that you
have not yet fully developed your business plan or your management
team, and that your
auditors have indicated that these conditions raise substantial doubt
about the company's
ability to continue as a going concern.
Jason Drummond
FirstName
Dito, Inc. LastNameJason Drummond
Comapany
August 18, NameDito,
2020 Inc.
August
Page 2 18, 2020 Page 2
FirstName LastName
Selling Stockholders, page 21
3. Please clarify if any of the selling stockholders are broker-dealers
and, if so, whether they
acquired their shares of common stock in the ordinary course of
business.
4. We note that a subset of your selling stockholders are subject to a
12-month lock-up
agreement until after you are listed on the Nasdaq, but this condition
is waived for a
portion of these shares. Please clarify the total number of shares
outstanding that are
subject to the lock-up agreement and add a risk factor that the board
may waive this
agreement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 27
5. Please provide a description of your plan of operation and/or the
steps necessary, and
appropriate budget or spending, to bring your software plan to market
and fully implement
your business plan. On page 12, you reference $1.2 million in working
capital
requirements, but it is unclear what types of operations this amount
will support. Please
clarify.
Business
Business Overview, page 37
6. Please clarify the current status of your software platform. You
indicate that you currently
do not have any customers or any employees and that you have been
involved in primarily
in organization activities. Please describe where you are at in the
development cycle of
your software platform and when you anticipate being able to bring the
software platform
to market. With respect to features that you describe, please clarify
if they represent
features that currently exist or if they are features you plan on
being able to offer after
further development with or without further financing.
7. You reference the use of consultants and contractors throughout your
prospectus. Please
describe your arrangements with these consultants and contractors,
including Julian Pargo.
Advise us whether you intend to file the agreements as exhibits
pursuant to Item
601(b)(10) of Regulation S-K.
Management, page 39
8. Please expand the biography of Jason Drummond to identify the nine
companies in which
he worked, the dates in which he worked in those organizations and the
positions that he
held.
9. Please identify all of the directors of the company and disclose their
business experience.
In this regard, we note that Andrew Eggleston received director
compensation in 2019 but
is not identified as a director. Further, if Julian Parge is a
significant employee, please
disclose his business experience. See Item 401 of Regulation S-K.
Jason Drummond
Dito, Inc.
August 18, 2020
Page 3
Certain Relationships and Related Party Transactions, page 42
10. Please clarify whether your acquisition of Gametech was a related party
transaction given
its affiliation with your Chief Executive Officer, Jason Drummond. We
note that any
material related party transactions that occurred within the last three
fiscal years are
required to be disclosed pursuant to the Instruction to Item 404 of
Regulation S-K.
Principal Stockholders, page 44
11. Please disclose the natural person(s) that holds the voting and/or
investment power over
the shares held by Epsilon Investments PTE, Shelby Holdings Limited, and
Fairfax
Capital BV.
General
12. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Brittany Ebbertt, Senior Staff Accountant, at
202-551-3572 or Kathy
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Attorney-
Advisory, at 202-551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with
any other
questions.
Sincerely,
FirstName LastNameJason Drummond
Division of
Corporation Finance
Comapany NameDito, Inc.
Office of
Technology
August 18, 2020 Page 3
cc: Daniel D. Nauth, Esq.
FirstName LastName