United States securities and exchange commission logo
February 22, 2021
Mohammed Irgan Rafimiya Kazi
Chief Executive Officer
WARPSPEED TAXI INC.
9436 W. Lake Mead Blvd., Ste. 5-53
Las Vegas NV 89134-8340
Re: WARPSPEED TAXI INC.
Registration
Statement on Form S-1
Filed January 28,
2021
File No. 333-252505
Dear Mr. Kazi:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed January 28, 2021
Dilution, page 10
1. Please revise your
disclosure to calculate the dilution to new shareholders for each of the
offering scenarios
(i.e., 25%, 50%, etc).
Business Overview, page 14
2. We note your disclosure
that you acquired your ridesharing application in its current stage
of development from
another company for $300,000. Section 2.2 of the Asset Purchase
Agreement related to
this sale, filed as Exhibit 10.1 to the registration statement, provides
that all operational
data and databases relating to the application is jointly owned by you
and the company from
which you purchased the application. Please disclose this in your
prospectus.
Mohammed Irgan Rafimiya Kazi
FirstName LastNameMohammed Irgan Rafimiya Kazi
WARPSPEED TAXI INC.
Comapany22,
February NameWARPSPEED
2021 TAXI INC.
February
Page 2 22, 2021 Page 2
FirstName LastName
3. Please add disclosure discussing the planned fee structure for your
ride sharing and food
delivery services and how you plan to generate revenue accordingly. If
you do not yet
know, please disclose that is the case.
Security Ownership of Certain Beneficial Owners and Management, page 25
4. Please revise your tabular disclosure to show beneficial ownership
before and after the
offering. In addition, please revise the table to clarify that Mr.
Kazi and Ms. Malenko are
the beneficial owners of the company stock owned by Cyber Apps World,
Inc. and
therefore own 100% of the company's stock; in this regard, the
disclosure that Mr. Kazi
owns 0% of the company's stock and Ms. Malenko owns 41.5% of the
company's stock
appears to be misleading.
Exhibit 5.1
5. Please revise the legal opinion to remove the statement that it may
not be relied upon "by
any other persons. . . except as to auditors, counsel, and appropriate
governmental and
regulatory authorities." In this regard, we note that purchasers of
the securities in the
offering are entitiled to rely on the opinion.
General
6. As you do on page 19, please disclose that you are a shell company on
your prospectus
cover page and include an additional risk factor that highlights the
risks associated with
your shell company status. For example, discuss the prohibition on the
use of Form S-8
by shell companies, the enhanced reporting requirements imposed on
shell companies, and
the potential impact on your ability to attract additional capital
through subsequent
unregistered offerings.
7. Please revise your filing to discuss the expected impact of the
COVID-19 pandemic on
your business operations and financial position. For example, please
discuss the impact
that the COVID-19 pandemic has had and will have on the demand for
ride sharing
services (including how such impact may change once the pandemic is
over), any known
trends or uncertainties relating to the pandemic s effect on your
expected revenues, and
the risks associated with the COVID-19 pandemic.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tony Watson at 202-551-3318 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
Mohammed Irgan Rafimiya Kazi
WARPSPEED TAXI INC.
February 22, 2021
Page 3
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
FirstName LastNameMohammed Irgan Rafimiya Kazi
Division of
Corporation Finance
Comapany NameWARPSPEED TAXI INC.
Office of Trade &
Services
February 22, 2021 Page 3
cc: Greg Yanke, Esq.
FirstName LastName