Correspondence 0001493152-23-040251 from Nordicus Partners Corp (NORD) (CIK 0001011060) (NORD)
Nordicus Partners Corp (NORD) (CIK 0001011060)
Date: Nov. 13, 2023 · CIK: 0001011060 · Accession: 0001493152-23-040251
AI Filing Summary & Sentiment
File numbers found in text: 333-274588
Referenced dates: November 7, 2023
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CORRESP
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filename1.htm
NORDICUS
PARTNERS CORPORATION
3651
Lindell Road
Suite
D565
Las
Vegas, NV 8910352
November
13, 2023
Via
Edgar Correspondence
Jennie
Beysolow, Esq.
Staff
Attorney
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re:
Nordicus
Partners Corporation
Amendment
No. 1 to Registration Statement on Form S-1
Filed
October 24, 2023
File
No. 333-274588
Dear
Ms. Beysolow:
Nordicus
Partners Corporation (the “Company”) is transmitting this letter in response to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated November 7, 2023, with respect to Amendment
No. 1 (“Amendment No. 1”) to the registration statement on Form S-1 (File No. 333-274588) that was submitted to the Commission
on September 19, 2023 and amended by Amendment No. 1 filed on October 24, 2023 (the “Registration Statement”). This letter
is being submitted together with the filing of the Company’s Amendment No. 2 to the Registration Statement (“Amendment No.
2”). The numbered paragraphs below correspond to the numbered comments in that letter; the Staff’s comments are presented
in bold italics.
Amendment
No. 1 to Registration Statement on Form S-1 filed October 24, 2023
Cover
page
1. We
note your response to prior comment 2. Please revise your disclosure here, as you do in your Plan of Distribution, to state that the
selling stockholders “are” underwriters within the meaning of Section 2(a)(11) of the Securities Act.
Response:
We have revised our disclosure to state on the cover page of the prospectus that the selling stockholders are underwriters within the
meaning of Section 2(a)(11) of the Securities Act.
Jennie
Beysolow, Esq.
November 13, 2023
Page
2 of 3
2.
We note your response to prior comment 3 and reissue. Please revise here to disclose, as you do in your response that Tom Glaesner
Larsen is the selling security holder who, with Mr. Rouf, beneficially owns approximately 55% of your outstanding shares of common stock
and will have voting control over all matters submitted to the holders of
your
common stock for approval.
Response:
We have revised our disclosure to state on the cover page that Tom Glaesner Larsen is the selling security holder who, with Mr. Rouf,
beneficially owns approximately 55% of our outstanding shares of common stock and will have voting control over all matters submitted
to the holders of our common stock for approval.
Plan
of Distribution, page 41
3.
We note your response to prior comment 1 and reissue. Your disclosure on page 41 continues to state that “[t]he Selling Stockholders
may offer and sell the common stock registered pursuant to this prospectus at a fixed price…” Please clarify that the selling
stockholders will sell at a fixed price.
Response:
We have revised our disclosure to make clear that the Selling Stockholders will sell at a fixed price should they decide to sell their
shares.
Notes
to Unaudited Consolidated Financial Statements for the Quarterly Period Ended June 30, 2023
Note
1 - Organization and Description of Business, page F-18
4.
We note the changes you made in response to comment 7. For clarity, please make similar revisions to note 1 of your interim period
financial statements on page F-18. Also, in the next to last paragraph of note 1 to the annual financial statements you state “Pursuant
to the Contribution Agreement ... conveyed to us all right ... to (100%) of our (emphasis added) issued and outstanding capital stock
...” It appears “our” should be “Nordicus Partners A/S.” Please revise or advise.
Response:
We have revised our disclosure to make the revisions to note 1 of our interim period financial statements on page F-8 to repeat the language
on page 4 of our Company overview discussion to clarify that Nordicus Partners A/S became our wholly-owned subsidiary through the sale
to us by the three selling shareholders of Nordicus Partners A/S to us of 100% of the issued and outstanding shares of Nordicus Partners
A/S in exchange for 2,500,000 shares of our shares of common stock.
Exhibits
5.
Please file an updated consent of your independent public accountants as exhibit 23 to this filing.
Response:
We have amended our exhibits to update the consent of our independent public accountants in Exhibit 23.
Jennie
Beysolow, Esq.
November 13, 2023
Page
3 of 3
If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at hr@nordicuspartners.com.
Sincerely,
/s/
Henrik Rouf
Henrik
Rouf
Cc:
Ernest M. Stern, Esq., Culhane Meadows PLLC
Encl.