United States securities and exchange commission logo
January 29, 2024
Frederick Sidney Reinhard Arnold
Chief Executive Officer
Naploy Corp.
95 Lias Estate Kafe district Abuja
FCT 900108 Nigeria
Re: Naploy Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed January 22,
2024
File No. 333-274889
Dear Frederick Sidney Reinhard Arnold:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 19,
2023 letter.
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.
Frederick Sidney Reinhard Arnold
FirstName LastNameFrederick Sidney Reinhard Arnold
Naploy Corp.
Comapany
January 29,NameNaploy
2024 Corp.
January
Page 2 29, 2024 Page 2
FirstName LastName
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.
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.
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.
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.
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.
Frederick Sidney Reinhard Arnold
Naploy Corp.
January 29, 2024
Page 3
Please contact Michael Fay at 202-551-3812 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153 with any
other
questions.
Sincerely,
FirstName LastNameFrederick Sidney Reinhard Arnold Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameNaploy Corp.
Services
January 29, 2024 Page 3
cc: Robert J. Zepfel, Esq.
FirstName LastName