United States securities and exchange commission logo
June 8, 2023
Daniel Miller
Chief Executive Officer
MachTen, Inc.
1516 Barlow Street, Suite D
Traverse City, MI
Re: MachTen, Inc.
Registration
Statement on Form 10-12G
Filed May 15, 2023
File No. 000-56553
Dear Daniel Miller:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form 10-12G
Summary
Questions and Answers About the Spin-Off, page 3
1. We note your disclosure
that LICT will not hold shares in the company beyond 5 years
from the date of the
spin-off. Please clarify whether there is a business reason (e.g.
avoidance of adverse
tax consequences) for doing so.
Summary Unaudited Pro Forma Condensed Consolidated Financial Statements,
page 10
2. You disclose that the
pro forma adjustments are (i) directly attributable to the
transactions, (ii)
factually supportable and (iii) with respect to the statements of
operations, expected to
have a continuing impact on the consolidated results of operations
of MAC . Please
revise the disclosures to be consistent with the most recent rules
outlined in Article
11-02 of Regulation S-X, and please confirm that your adjustments are
consistent with these
rules.
Daniel Miller
MachTen, Inc.
June 8, 2023
Page 2
Risk Factors
Risks Related to Our Business, page 16
3. We note that over half of your revenues are derived from the FCC s
Alternative Connect
America Cost Model ( A-CAM ) program. Please revise the relevant
risk factors and
elsewhere as appropriate, by expanding your discussion of the A-CAM
program. For
example, please identify the services that you will need to provide to
meet the
requirements of the program, identify the steps you have already taken
and those which
you will need to meet with respect the build-out of your broadband
facilities, and, to the
extent applicable, disclose the material terms of any agreements
between you and the
FCC.
Risks Related to MAC Common Stock, page 25
4. We note that your forum selection provision identifies the Court of
Chancery in the State
of Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district
court for the District of Delaware) as the exclusive forum for actions
arising under
the Securities Act or Exchange Act. Please revise your disclosure to
state that there is
uncertainty as to whether a court would enforce such provision. Please
also state that
investors cannot waive compliance with the federal securities laws and
the rules and
regulations thereunder. In that regard, we note that Section 22 of the
Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
5. We note you identified a material weakness in your internal control
over financial
reporting. Accordingly, please revise to address what steps have been
completed in your
remediation plan to date, including any completed control design and
testing procedures,
what still remains to be completed, and revise to update your estimate
of the expected
timing of your remediation plan.
Management s Discussion and Analysis of Financial Condition and Results Of
Operations
Results of Operations, page 47
6. We note that your reference "Access Lines" as a key metric and your
discussion elsewhere
indicating the recent trend in declining access lines due to a variety
of competitive
reasons. Since your business is substantially dependent upon this
metric, please expand
FirstName LastNameDaniel Miller
where appropriate to how this metric is connected to the future growth
of your business,
Comapany
suchNameMachTen, Inc.of the Universal Service Fund programs and
your participation
as the continuation
June 8,therein.
2023 Page 2
FirstName LastName
Daniel Miller
FirstName LastNameDaniel Miller
MachTen, Inc.
Comapany
June 8, 2023NameMachTen, Inc.
June 8,
Page 3 2023 Page 3
FirstName LastName
Notes to the Financial Statements
14. Subsequent Events, page F-22
7. Please revise to disclose the date through which you evaluated
subsequent events and
whether the date was when the financial statements were issued or were
available to be
issued. Refer to ASC 855-10-50-1.
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.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at (202) 344-5791 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Elizabeth Gonzalez-Sussman