Correspondence 0001683168-22-008615 from Bellatora, Inc. (ECGR) (CIK 0001945619) (KSEZ)
Bellatora, Inc. (ECGR) (CIK 0001945619)
Date: Dec. 22, 2022 · CIK: 0001945619 · Accession: 0001683168-22-008615
AI Filing Summary & Sentiment
File numbers found in text: 000-56478
Referenced dates: December 21, 2022
Letter
Division of Corporation Finance Securities and Exchange Commission Re: Bellatora, Inc. Registration Statement on Form 10-12G Filed September 19, 2022 File No. 000-56478
Dear Mr. Holt:
Set forth below are the responses of Bellatora, Inc. (the “Company”, “we”, “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 21, 2022, with respect to the Company’s Registration Statement on Form 10 (the “Registration Statement”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comments in bold text. Simultaneously, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) which is referenced extensively in the comment responses.
Amendment No. 1 to Registration Statement on Form 10-12G filed December 1, 2022
Item 1A. Risk Factors
Risks Related to Our Securities, page 12
1.
We note your response to comment 1. Please further revise the page 14 risk factor on Rule 144 sales in the future to clearly reflect that you are a shell company and thus Rule 144 is not currently available for resales.
RESPONSE: The Company has added a new risk factor, right before the risk factor cited in the comment, which indicates that Rule 144 is currently unavailable for sales of restricted securities.
Item 2. Financial Information
Results of Operations for the Period Ended December 31, 2021 Compared to the Year Ended
December 31, 2020, page 17
2.
We note your response to comment 3. We reissue the comment in part, please revise to address the material terms of the extinguished debt and quantify the principal and interest outstanding at the time the debt was extinguished.
RESPONSE: This section has been revised to include the material terms of the extinguished debt, including the principal and interest extinguished.
Financial Statements for the Three and Six Months Ended June 30, 2022 and 2021, page F-10
3.
Please revise to include updated unaudited interim financial statements as of and for the three and nine months ended September 30, 2022 and 2021, as required by Rule 8-08 of Regulation S-X.
RESPONSE: Amendment No. 2 includes the requested financial statements.
Sincerely,
/s/ Erik S. Nelson
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BELLATORA, INC.
2030 Powers
Ferry Road SE, Suite 212
Atlanta, Georgia
30339
December 22, 2022
Mr. Benjamin Holt
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re:
Bellatora, Inc.
Registration Statement on Form 10-12G
Filed September 19, 2022
File No. 000-56478
Dear Mr. Holt:
Set forth below are the responses of Bellatora,
Inc. (the “Company”, “we”, “us” or “our”) to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated December 21, 2022, with respect to the Company’s Registration Statement on Form
10 (the “Registration Statement”). For your convenience, each response is prefaced by the exact text of the Staff’s
corresponding comments in bold text. Simultaneously, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment
No. 2”) which is referenced extensively in the comment responses.
Amendment No. 1 to Registration Statement on Form 10-12G filed December
1, 2022
Item 1A. Risk Factors
Risks Related to Our Securities, page 12
1.
We note your response to comment 1. Please further revise the
page 14 risk factor on Rule 144 sales in the future to clearly reflect that you are a shell company and thus Rule 144 is not currently
available for resales.
RESPONSE: The Company has added a new risk factor, right before the risk factor
cited in the comment, which indicates that Rule 144 is currently unavailable for sales of restricted securities.
Item 2. Financial Information
Results of Operations for the Period Ended December 31, 2021 Compared
to the Year Ended
December 31, 2020, page 17
2.
We note your response to comment 3. We reissue the comment in
part, please revise to address the material terms of the extinguished debt and quantify the principal and interest outstanding at
the time the debt was extinguished.
RESPONSE: This section has been revised to include the material terms
of the extinguished debt, including the principal and interest extinguished.
Financial Statements for the Three and Six Months Ended June 30,
2022 and 2021, page F-10
3.
Please revise to include updated unaudited interim financial
statements as of and for the three and nine months ended September 30, 2022 and 2021, as required by Rule 8-08 of Regulation S-X.
RESPONSE: Amendment No. 2 includes the requested financial statements.
Sincerely,
/s/ Erik S. Nelson
Erik S. Nelson
cc: Robert J. Mottern, Esq.