Correspondence 0001903596-23-000793 from LUDWIG ENTERPRISES, INC. (LUDG)
LUDWIG ENTERPRISES, INC.
Date: Oct. 20, 2023 · CIK: 0001960262 · Accession: 0001903596-23-000793
AI Filing Summary & Sentiment
File numbers found in text: 333-271439
Referenced dates: October 18, 2023
Letter
NEWLAN LAW FIRM, PLLC
Long Prairie Road, Suite 107-762
Flower Mound, Texas 75022
October 20, 2023
Office of Industrial Applications and Services
Division of Corporation Finance
Securities and Exchange Commission
F Street, N.E.
Washington, D.C. 20549
Re: Ludwig Enterprises, Inc.
Amendment No. 5 to
Registration Statement on Form S-1
Filed October 5, 2023
File No. 333-271439
Ladies and Gentlemen:
This is in response to the letter of comment of the Staff dated October 18, 2023, relating to the captioned Registration Statement on Form S-1 of Ludwig Enterprises, Inc. (the “Company”). The comments of the Staff are addressed below:
Amendment No. 5 to Registration Statement on Form S-1
Management, page 47
1. We note your response to comment 1 and your revised disclosure here stating that "[p]rior to his joining [y]our company as Chief Operating Officer, from July 2022 through September 5, 2022, Mr. Terwilliger, in his role as consultant to Homeopathic Partners, Inc., provided administrative services to [y]our company, under [y]our now-terminated consulting agreement with Homeopathic Partners, Inc." We also note, however, that Mr. Terwilliger is named as Incorporator and his company, Corporate World, Inc., is named as Resident Agent, in your Articles of Incorporation included as Exhibit 3.1 and dated February 8, 2006. Please clarify Mr. Terwilliger's role with your company prior to July 2022. Refer to Item 401(e)(1) of Regulation S-K.
Please be advised that the disclosure has been revised, in response to this comment. In addition, disclosure has been added to “Certain Relationships and Related Transactions,” in light of such comment.
Oral Comment 1: Specimen Common Stock Certificate. A revised specimen certificate has been filed as Exhibit 4.19.
Oral Comment 2: Updated Consent of Independent Auditor. An updated Consent has been filed as Exhibit 23.1.
Oral Comment 3: Typographical Error under “Management.” The incorrect reference to September 5, 2022, has been changed to September 5, 2023.
_____________________________
The Company believes that this filing is now in order for effectiveness.
Please feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses.
Thank you for your attention in this matter.
Sincerely,
NEWLAN
LAW FIRM, PLLC
Show Raw Text
CORRESP
1
filename1.htm
NEWLAN
LAW FIRM, PLLC
2201
Long Prairie Road, Suite 107-762
Flower
Mound, Texas 75022
October
20, 2023
Office
of Industrial Applications and Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re: Ludwig
Enterprises, Inc.
Amendment
No. 5 to
Registration
Statement on Form S-1
Filed
October 5, 2023
File
No. 333-271439
Ladies
and Gentlemen:
This
is in response to the letter of comment of the Staff dated October 18, 2023, relating to the captioned Registration Statement on Form
S-1 of Ludwig Enterprises, Inc. (the “Company”). The comments of the Staff are addressed below:
Amendment
No. 5 to Registration Statement on Form S-1
Management,
page 47
1.
We
note your response to comment 1 and your revised disclosure here stating that "[p]rior to his joining [y]our company as Chief
Operating Officer, from July 2022 through September 5, 2022, Mr. Terwilliger, in his role as consultant to Homeopathic Partners,
Inc., provided administrative services to [y]our company, under [y]our now-terminated consulting agreement with Homeopathic Partners,
Inc." We also note, however, that Mr. Terwilliger is named as Incorporator and his company, Corporate World, Inc., is named
as Resident Agent, in your Articles of Incorporation included as Exhibit 3.1 and dated February 8, 2006. Please clarify Mr. Terwilliger's
role with your company prior to July 2022. Refer to Item 401(e)(1) of Regulation S-K.
Please
be advised that the disclosure has been revised, in response to this comment. In addition, disclosure has been added to “Certain
Relationships and Related Transactions,” in light of such comment.
Oral
Comment 1: Specimen Common Stock Certificate. A revised specimen certificate has been filed as Exhibit 4.19.
Oral
Comment 2: Updated Consent of Independent Auditor. An updated Consent has been filed as Exhibit 23.1.
Oral
Comment 3: Typographical Error under “Management.” The incorrect reference to September 5, 2022, has been changed to
September 5, 2023.
_____________________________
The
Company believes that this filing is now in order for effectiveness.
Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses.
Thank
you for your attention in this matter.
Sincerely,
NEWLAN
LAW FIRM, PLLC
By:
/s/ Eric Newlan
Eric
Newlan
Managing
Member
cc:
Ludwig Enterprises, Inc.