SEC Comment Letter 0000000000-23-011129 to Londax Corp. (CIK 0001985554) (LDXC)
Londax Corp. (CIK 0001985554)
Date: Oct. 11, 2023 · CIK: 0001985554 · Accession: 0000000000-23-011129
AI Filing Summary & Sentiment
File numbers found in text: 333-274140
Letter
United States securities and exchange commission logo October 11, 2023 Olegs Pavlovs Chief Executive Officer Londax Corp. Puces iela 47, Riga Latvia LV-1082 Re:Londax Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed September 26, 2023 File No. 333-274140 Dear Olegs Pavlovs: We have reviewed your amended registration statement and have the following comments. 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. Unless we note otherwise, any references to prior comments are to comments in our September 18, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Cover Page 1.We are considering your response to prior comment 2. Please be advised that the definition of a shell company does not turn on the company's active pursuit of a business plan, but rather on the nature and size of its business operations and assets. In this regard, please provide additional disclosure regarding the two contracts for CRM program development including the material terms of these agreements, status of the development of your CRM platform and expenses to date on developing your platform. Security Ownership of Certain Beneficial Owners and Management, page 31 2.We note your response to prior comment 7 and reissue the comment as your disclosure continues to refer to the beneficial ownership as of May 31, 2023.
FirstName LastNameOlegs Pavlovs Comapany NameLondax Corp. October 11, 2023 Page 2 FirstName LastName Olegs Pavlovs Londax Corp. October 11, 2023 Page 2 Note 6 - Commitments and Contingencies, page F-8 3.In response to prior comment 11, you clarified that the office was provided by your sole officer and president Mr.Olegs Pavlovs for free use, without any payment. Please tell us how you intend to account and reflect the expense paid by Mr. Olegs Pavlovs on your behalf within your financial statements. Note that any obligations paid by any related parties on behalf of the registrant must be reflected in the registrant’s financial statements as an operating expense and a corresponding credit to additional-paid-in-capital. Refer to SAB Topic 5T. Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Jeff Kauten at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: John L. Thomas
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United States securities and exchange commission logo
October 11, 2023
Olegs Pavlovs
Chief Executive Officer
Londax Corp.
Puces iela 47, Riga
Latvia LV-1082
Re:Londax Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2023
File No. 333-274140
Dear Olegs Pavlovs:
We have reviewed your amended registration statement and have the following
comments.
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. Unless we note otherwise,
any references to prior comments are to comments in our September 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We are considering your response to prior comment 2. Please be advised that the
definition of a shell company does not turn on the company's active pursuit of a business
plan, but rather on the nature and size of its business operations and assets. In this regard,
please provide additional disclosure regarding the two contracts for CRM program
development including the material terms of these agreements, status of the development
of your CRM platform and expenses to date on developing your platform.
Security Ownership of Certain Beneficial Owners and Management, page 31
2.We note your response to prior comment 7 and reissue the comment as your disclosure
continues to refer to the beneficial ownership as of May 31, 2023.
FirstName LastNameOlegs Pavlovs
Comapany NameLondax Corp.
October 11, 2023 Page 2
FirstName LastName
Olegs Pavlovs
Londax Corp.
October 11, 2023
Page 2
Note 6 - Commitments and Contingencies, page F-8
3.In response to prior comment 11, you clarified that the office was provided by your sole
officer and president Mr.Olegs Pavlovs for free use, without any payment. Please tell us
how you intend to account and reflect the expense paid by Mr. Olegs Pavlovs on your
behalf within your financial statements. Note that any obligations paid by any related
parties on behalf of the registrant must be reflected in the registrant’s financial statements
as an operating expense and a corresponding credit to additional-paid-in-capital. Refer to
SAB Topic 5T.
Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: John L. Thomas