[Letterhead of Sutherland Asbill & Brennan LLP]
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April 14, 2011
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VIA EDGAR
Dominic Minore, Esq.
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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NeXt Innovation Corp.
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Registration Statement on Form N-2, filed on January 7, 2010
File No. 333-171578
Dear Mr. Minore:
On behalf of NeXt Innovation Corp. (f/k/a Next BDC Capital Corp.) (the “Company”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on April 13, 2011 with respect to Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-171578), filed with the Commission on March 30, 2011 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses.
Where revisions to the Registration Statement or Prospectus are referenced in the Company’s responses set forth below, the Company proposes to make such revisions in the final prospectus, to be filed pursuant to Rule 497 under the Securities Act of 1933, as amended, subsequent to effectiveness of the Registration Statement (the “Final Prospectus”).
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1.
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Please revise the cover page of the Prospectus to disclose the Company’s net asset value per share.
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The Company will revise the cover page of the Final Prospectus in response to the
Dominic Minore, Esq.
April 14, 2011
Page 2
Staff’s comment.
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2.
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Please revise the cover page of the Prospectus to insert the word “Underwriters” above the phrase “Joint Bookrunning Managers.”
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The Company will revise the above-referenced language in the Final Prospectus in response to the Staff’s comment.
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3.
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Please revise the “Risk Factors” and “Use of Proceeds” sections of the Prospectus to clarify that certain officers and directors will be reimbursed out of offering proceeds for organizational and offering expenses incurred on the Company’s behalf.
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The Company will revise the above-referenced sections of the Final Prospectus in response to the Staff’s comment.
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4.
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Please revise the table set forth under the “Capitalization” section of the Prospectus to include a line item for deferred offering costs.
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The Company will revise the above-referenced section of the Final Prospectus in response to the Staff’s comment.
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5.
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Please update the Company’s financial statements to include a Statement of Operations, or provide your analysis regarding why such a Statement of Operations should not be included in the Prospectus.
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The Company advises the Staff on a supplemental basis that it believes that the Statement of Assets and Liabilities currently included in the Prospectus provides meaningful disclosure to prospective investors regarding the financial condition of the Company as a development stage entity. Given that the Company has effectively had no operations to date, a Statement of Operations would merely show no income and an incurrence of organizational expenses of approximately $12,008. The Company therefore does not believe that a separate Statement of Operations would provide any additional meaningful disclosure to investors beyond what the Company has presently disclosed in the Prospectus. The Company acknowledges, however, that the Staff has not necessarily concurred with the Company's analysis as it may be applied to similar circumstances in the future.
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6.
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Please provide your analysis regarding whether any issues delineated in Big Apple Corp. (pub. avail. April 6, 1983) are implicated in the issuance of shares in connection with the Company’s proposed initial public offering.
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The Company advises the Staff on a supplemental basis that 100 shares of its common stock were issued to the Company’s President and Chief Executive Officer, Michael T. Moe, in connection with the organization of the Company at a purchase price of $15.00 per share. The Company currently contemplates undertaking an initial public offering at a public offering price of $15.00 per share. As a result of the limited number
Dominic Minore, Esq.
April 14, 2011
Page 3
of shares issued to Mr. Moe, as well as the purchase price of those shares as compared to the public offering price for the Company’s initial public offering, the Company does not believe that any of the issues set forth in Big Apple are present in connection with the Company’s proposed initial public offering.
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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J. Mahon at (202) 383-0515.
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Sincerely,
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/s/ Steven B. Boehm
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Steven B. Boehm
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cc:
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Michael T. Moe / NeXt Innovation Corp.
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John Mahon / Sutherland Asbill & Brennan LLP
