SEC Comment Letter 0000000000-23-003770 to Emo Capital Corp. (NUVI) (CIK 0001410708) (NUVI)
Emo Capital Corp. (NUVI) (CIK 0001410708)
Date: April 14, 2023 · CIK: 0001410708 · Accession: 0000000000-23-003770
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File numbers found in text: 024-12169
Letter
United States securities and exchange commission logo April 14, 2023 Junhua Guo Chief Executive Officer Emo Capital, Corp. 10409 Pacific Palisades Ave. Las Vegas, NV 89144 Re:Emo Capital, Corp. Amendment No. 3 to Offering Statement on Form 1-A Filed April 6, 2023 File No. 024-12169 Dear Junhua Guo: We have reviewed your offering statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our 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 offering statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 3 to Offering Statement on Form 1-A filed April 6, 2023 Principal Products, Services, and Their Markets, page 31 1.We note your updated disclosure in response to comment number 1. Please remove the global market figure for organic fertilizers since this is not your addressable market or revise to disclose the addressable market for your product that is covered by the $9.95 billion figure and clarify that you only provide products in certain jurisdictions that represent a fraction of that market figure. We refer to your disclosure that your potential customer base is limited to the U.S. agriculture farming market, such as California and Florida. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNameJunhua Guo Comapany NameEmo Capital, Corp. April 14, 2023 Page 2 FirstName LastName Junhua Guo Emo Capital, Corp. April 14, 2023 Page 2 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. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. You may contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Vic Devlaeminck
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United States securities and exchange commission logo
April 14, 2023
Junhua Guo
Chief Executive Officer
Emo Capital, Corp.
10409 Pacific Palisades Ave.
Las Vegas, NV 89144
Re:Emo Capital, Corp.
Amendment No. 3 to Offering Statement on Form 1-A
Filed April 6, 2023
File No. 024-12169
Dear Junhua Guo:
We have reviewed your offering statement and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our 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 offering statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 3 to Offering Statement on Form 1-A filed April 6, 2023
Principal Products, Services, and Their Markets, page 31
1.We note your updated disclosure in response to comment number 1. Please remove the
global market figure for organic fertilizers since this is not your addressable market or
revise to disclose the addressable market for your product that is covered by the $9.95
billion figure and clarify that you only provide products in certain jurisdictions that
represent a fraction of that market figure. We refer to your disclosure that your potential
customer base is limited to the U.S. agriculture farming market, such as California and
Florida.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameJunhua Guo
Comapany NameEmo Capital, Corp.
April 14, 2023 Page 2
FirstName LastName
Junhua Guo
Emo Capital, Corp.
April 14, 2023
Page 2
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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
You may contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Vic Devlaeminck