Correspondence 0001493152-23-042794 from Nordicus Partners Corp (NORD) (CIK 0001011060) (NORD)
Nordicus Partners Corp (NORD) (CIK 0001011060)
Date: Nov. 27, 2023 · CIK: 0001011060 · Accession: 0001493152-23-042794
AI Filing Summary & Sentiment
File numbers found in text: 333-274588
Referenced dates: November 27, 2023
Letter
Via Edgar Correspondence Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Re: Nordicus Partners Corporation Amendment No. 2 to Registration Statement on Form S-1 Filed November 13, 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 27, 2023, with respect to Amendment No. 2 (“Amendment No. 2”) 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, and Amendment No. 2 filed November 13, 2023 (the “Registration Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 3 to the Registration Statement (“Amendment No. 3”). The numbered paragraphs below correspond to the numbered comments in that letter and the Staff’s comments are presented in bold italics.
Amendment No. 2 to Registration Statement on Form S-1 filed November 13, 2023
Cover page
1. We note your response to prior comment 1 and reissue. Your revised disclosure does not appear 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 27, 2023
Page 2 of 3
Plan of Distribution, page 41.
2. We note your response to prior comment 1 and reissue. You do not appear to have revised to make clear that the Selling Stockholders will sell at a fixed price, as your response indicates.
Response: We have revised our disclosure to make clear that the Selling Stockholders will sell at a fixed price.
Notes to Unaudited Consolidated Financial Statements for the Quarterly Period Ended June 30, 2023
Note 1 - Organization and Description of Business, page F-18
3. It does not appear you revised your disclosure in the fifth paragraph of note 1 of your interim financial statements on page F-18 to conform to the same disclosure in note 1 of your annual financial statements. Please revise.
Response: We have revised our disclosure in the fifth paragraph on page F-18 of our interim period financial statements to conform to the disclosure in note 1 of our audited financial statements.
Jennie Beysolow, Esq.
November 27, 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
Show Raw Text
CORRESP
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filename1.htm
NORDICUS
PARTNERS CORPORATION
3651
Lindell Road
Suite
D565
Las
Vegas, NV 8910352
November
27, 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. 2 to Registration Statement on Form S-1
Filed
November 13, 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 27, 2023, with respect to Amendment
No. 2 (“Amendment No. 2”) 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, and Amendment No. 2 filed November 13, 2023 (the “Registration
Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 3 to the Registration
Statement (“Amendment No. 3”). The numbered paragraphs below correspond to the numbered comments in that letter and the Staff’s
comments are presented in bold italics.
Amendment
No. 2 to Registration Statement on Form S-1 filed November 13, 2023
Cover
page
1. We note your response to prior comment 1 and reissue. Your revised disclosure does not appear 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
27, 2023
Page
2 of 3
Plan
of Distribution, page 41.
2. We note your response to prior comment 1 and reissue. You do not appear to have revised to make clear that the Selling Stockholders will sell at a fixed price, as your response indicates.
Response:
We have revised our disclosure to make clear that the Selling Stockholders will sell at a fixed price.
Notes
to Unaudited Consolidated Financial Statements for the Quarterly Period Ended June 30, 2023
Note
1 - Organization and Description of Business, page F-18
3.
It does not appear you revised your disclosure in the fifth paragraph of note 1 of your interim financial statements on page F-18
to conform to the same disclosure in note 1 of your annual financial statements. Please revise.
Response:
We have revised our disclosure in the fifth paragraph on page F-18 of our interim period financial statements to conform to the disclosure
in note 1 of our audited financial statements.
Jennie
Beysolow, Esq.
November
27, 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.