SEC Comment Letter 0000000000-23-008865 to Emo Capital Corp. (NUVI) (CIK 0001410708) (NUVI)
Emo Capital Corp. (NUVI) (CIK 0001410708)
Date: Aug. 14, 2023 · CIK: 0001410708 · Accession: 0000000000-23-008865
AI Filing Summary & Sentiment
File numbers found in text: 024-12282
Letter
United States securities and exchange commission logo August 14, 2023 J. Adam Guo Chief Executive Officer Emo Capital, Corp. 10409 Pacific Palisades Ave. Las Vegas, Nevada 89144 Re:Emo Capital, Corp. Amendment No. 2 to Offering Statement on Form 1-A Filed August 1, 2023 File No. 024-12282 Dear J. Adam Guo: We have reviewed your amended offering statement and have the following comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 31, 2023 letter. Amendment No. 2 to Form 1-A filed August 1, 2023 Use of Proceeds, page 22 1.We note your revision to prior comment 2, which we reissue. In the Use of Proceeds section on pages 22 and 23, for the charts depicting 50% and 25% of the shares being sold, the "TOTAL" amount does not match the actual sum of the itemized allocations. Please revise to ensure that the itemized allocations match the reflected total for each percentage of shares sold.
FirstName LastNameJ. Adam Guo Comapany NameEmo Capital, Corp. August 14, 2023 Page 2 FirstName LastName J. Adam Guo Emo Capital, Corp. August 14, 2023 Page 2 General 2.We note your expanded disclosure throughout the offering circular that you will continue to engage in the organic fertilizer business and a brief description of the process for creating organic fertilizer, including a cross reference to your Form 1-A offering circular submitted on March 2, 2023, and the most recent post-qualification amendment that was qualified on May 12, 2023. Instead of referring to a separate offering circular, please revise this offering circular to include a more material disclosure of your organic fertilizer business. Please provide expanded disclosures in the sections including, but not limited to: •Glossary •Risk Factors •Competition for the Company’s current operations •Market Opportunity for Organic Fertilizer •Government Regulation Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Vic Devlaeminck, Esq.
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United States securities and exchange commission logo
August 14, 2023
J. Adam Guo
Chief Executive Officer
Emo Capital, Corp.
10409 Pacific Palisades Ave.
Las Vegas, Nevada 89144
Re:Emo Capital, Corp.
Amendment No. 2 to Offering Statement on Form 1-A
Filed August 1, 2023
File No. 024-12282
Dear J. Adam Guo:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 31, 2023 letter.
Amendment No. 2 to Form 1-A filed August 1, 2023
Use of Proceeds, page 22
1.We note your revision to prior comment 2, which we reissue. In the Use of Proceeds
section on pages 22 and 23, for the charts depicting 50% and 25% of the shares being
sold, the "TOTAL" amount does not match the actual sum of the itemized allocations.
Please revise to ensure that the itemized allocations match the reflected total for each
percentage of shares sold.
FirstName LastNameJ. Adam Guo
Comapany NameEmo Capital, Corp.
August 14, 2023 Page 2
FirstName LastName
J. Adam Guo
Emo Capital, Corp.
August 14, 2023
Page 2
General
2.We note your expanded disclosure throughout the offering circular that you will continue
to engage in the organic fertilizer business and a brief description of the process for
creating organic fertilizer, including a cross reference to your Form 1-A offering circular
submitted on March 2, 2023, and the most recent post-qualification amendment that
was qualified on May 12, 2023. Instead of referring to a separate offering circular, please
revise this offering circular to include a more material disclosure of your organic fertilizer
business. Please provide expanded disclosures in the sections including, but not limited to:
•Glossary
•Risk Factors
•Competition for the Company’s current operations
•Market Opportunity for Organic Fertilizer
•Government Regulation
Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at 202-551-7439 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Vic Devlaeminck, Esq.