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SEC Comment Letter 0000000000-25-010223 to Polomar Health Services, Inc. (PMHS)

Polomar Health Services, Inc.
Date: Sept. 19, 2025 · CIK: 0001265521 · Accession: 0000000000-25-010223

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File numbers found in text: 333-290269

Date
September 19, 2025
Author
Terrence M. Tierney
Form
UPLOAD
Company
Polomar Health Services, Inc.

Letter

September 19, 2025 Terrence M. Tierney President Polomar Health Services, Inc. 32866 US Hwy. 19 N Palm Harbor, FL 34684 Re:Polomar Health Services, Inc. Registration Statement on Form S-1 Filed September 15, 2025 File No. 333-290269 Dear Terrence M. Tierney: We have conducted a limited review of your registration statement and have the following comment. 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. Registration Statement on Form S-1 General 1.We note you entered into a merger agreement dated July 23, 2025, with Altanine Inc., and that the common stockholders of Altanine are expected to own approximately 80% of the post-combination company. Please provide your analysis of whether you are required to include financial statements of the business to be acquired under Rule 8-04 of Regulation S-X and the related pro forma financial information required by Rule 8-05 of Regulation S-X. Refer to Part I, Item 11(e) of Form S-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.

September 19, 2025 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Chris Edwards at 202-551-6761 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Samantha M. Guido, Esq.

Show Raw Text
September 19, 2025
Terrence M. Tierney
President
Polomar Health Services, Inc.
32866 US Hwy. 19 N
Palm Harbor, FL 34684
Re:Polomar Health Services, Inc.
Registration Statement on Form S-1
Filed September 15, 2025
File No. 333-290269
Dear Terrence M. Tierney:
            We have conducted a limited review of your registration statement and have the
following comment.
            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.
Registration Statement on Form S-1
General
1.We note you entered into a merger agreement dated July 23, 2025, with Altanine Inc.,
and that the common stockholders of Altanine are expected to own approximately
80% of the post-combination company. Please provide your analysis of whether you
are required to include financial statements of the business to be acquired under Rule
8-04 of Regulation S-X and the related pro forma financial information required by
Rule 8-05 of Regulation S-X. Refer to Part I, Item 11(e) of Form S-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.

September 19, 2025
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at 202-551-6761 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Samantha M. Guido, Esq.