SecProbe.io

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filename1.htm

July
15, 2024

Securities
and Exchange Commission

Division of Corporate Finance

Office
of Energy and Transportation

Washington, D.C.

Re:
Lelantos Holdings, Inc.

Amendment
No. 3 to Offering Statement on Form 1-A

Filed June 17, 2024

File
No. 024-12414

Dear,
Anuja Majmudar:

Pursuant
to the commentary letter provided on July 2, 2024, I have outlined responses to each of the items listed in the commentary letter. Corresponding
amendments have been made to the body of the Offering Statement as well.

General

“1.
We note that you include several exhibits as appendices to your Part II and III disclosures. Please revise to remove the appendices and
file your exhibits separately using the appropriate exhibit numbers.”

Response

The
4th amendment has been uploaded through the EDGAR portal with the exhibits filed separately using the appropriate exhibit numbers. Please
note the inclusion of the two new exhibits requested in the commentary letter dated July 2, 2024 - formal Legal Analysis of the Investment
Company Act, specifically detailing how Eco Management is “majority-owned subsidiary” of the Company as defined in section
2(a)(24), and the Issuers Organization Chart.

“2.
The Staff notes that in the Form 1-A/A filed with the Commission on May 15, 2024, the Company states that Lelantos Holdings purchased
50% of the equity in Eco Management.

Please
supplementally provide additional detail as to how Eco Management is a “majority-owned subsidiary” of the Company as defined
in section 2(a)(24) of the Investment Company Act of 1940 (the “Investment Company Act”). In doing so, please describe the
percentage of outstanding voting interest that the Company holds in Eco Management, and whether the Company is presently entitled to
vote for the election of directors of Eco Management by virtue of its equity interests in Eco Management. Please also explain whether
the Company’s 50% interest in Eco Management permits it to cast a tie-breaking vote. To the extent the Company concludes that Eco
Management is a “majority-owned subsidiary” on a basis other than its voting interests, please provide a comprehensive, detailed
legal analysis explaining how the Company’s exercise of control is consistent with any relevant Commission statements, Staff guidance,
or other applicable precedent.”

Response:

A
formal legal analysis regarding the status of Eco Management as a majority-owned subsidiary has been prepared by the Issuer’s securities
counsel and is attached to this correspondence and as an exhibit to the offering statement. Additionally, I have listed an excerpt below
as well as included it in the body of the offering statement.

Section
2(a)(24) of the 1940 Act (hereinafter, the “Act”) defines a majority-owned subsidiary of a person as a company 50% or more
of the outstanding voting securities of which are owned by such person, or by a majority-owned subsidiary of such person. It is our opinion
that the question is moot as the subsidiary in question is actually a “wholly owned” subsidiary of the Issuer based on the
definitions contained in Section 2(a)(42) and Section 2(a)(43) of the ICA.

Section
2(a)(42) of the 1940 defines a voting security as “any security presently entitling the owner or holder thereof to vote for the
election of directors of a company.” A “voting security” is any security presently entitling the owner or holder thereof
to vote for the election of directors of a company (Section 2(a)(42)(15 U.S.C. § 80a-2(a)(42))). Section 2(a)(43) defines a “wholly-owned
subsidiary” of a person is a company of which 95% or more of the outstanding voting securities are owned by the person or by a
company which is a wholly-owned subsidiary of that person (Section 2(a)(43)(15 U.S.C. § 80a-2(a)(43)).

A
review of the Operating Agreement of Eco Management Limited, LLC (hereinafter, the “Subsidiary”) reveals that while only
50% of the economic interests in the Subsidiary are controlled by the Issuer, 96% of the voting control is held by the Issuer. This meets
the statutory definition of a “wholly owned” subsidiary.

It
is, therefore, our opinion that Eco is a wholly owned subsidiary based on the Operating Agreement supplied to us for our review. Section
2(a)(42) and Section 2(a)(43) are the applicable definitions.

“3.
In our comment letter dated June 5, 2024, we requested clarification of the following disclosure statement: “The Issuer only owns
equity securities of its subsidiary (Eco Management) and has no intent of selling the equity securities to invest in other securities
while arranging to acquire a new majority- or wholly-owned subsidiary; selling a large operating division of the subsidiary and investing
the proceeds in securities pending acquisition of a new majority- or

wholly-owned
subsidiary; or making a tender offer to stockholders of a non-investment company and failing to obtain a majority of the target company’s
stock. We note that this disclosure no longer appears in the offering statement. Please clarify the Company’s present intention
with respect to its investment in Eco Management, including how long it intends to hold onto its interest in Eco Management.”

Response

This
statement was removed as the statement was in relation to the Company potentially being an “Investment Company.” The disclosure
was removed because the company, as defined through detailed analysis provide by counsel, IS NOT an investment company. This disclosure
has been replace by the excerpt provided by counsel listed above in response to comment 2 and comment 4.

Additionally,
the clarification to the Company’s present intention with respect to its investment in Eco Management, including how long it intends
to hold onto its interest in Eco Management is listed below:

    ●
    It
    is the intent of the issuer to acquire 100% of the subsidiary within 12-18 months from the date of the execution of the Equity Purchse
    Agreement. When this occurs the issuer will hold all votes and exercise full control of all important matters.

    ●
    The
    company intends to provide direction and leadership to expand the subsidiary’s operational footprint and business activities
    and hold onto it as part of the Company’s long-term business strategy and vision. The Company does not intend on selling its
    interest in the subsidiary, or the subsidiary itself.

“4.
The Staff acknowledges the Company’s response to Comment 4 where the Company states that the Company is not an investment company
under the Investment Company Act and is no longer intending to rely on Rule 3a-2 thereunder. Please confirm the applicable provision
of the Investment Company Act or its rules upon which the Company is relying in reaching this conclusion and please provide an accompanying
legal Analysis.”

A
formal legal analysis regarding the status of Eco Management as a majority-owned subsidiary has been prepared by the Issuer’s securities
counsel and is attached to this correspondence and as an exhibit to the offering statement. Additionally, I have listed an excerpt below
as well as included it in the body of the offering statement.

It
is our opinion that the Issuer may rely on the exemption provided by Section 3(b)(1) of the ICA since the subsidiary is “wholly
owned,” and neither the Issuer nor the Subsidiary is engaged in financial service businesses.

Pursuant
to the exemption a company that is engaged in a traditional manufacturing or non-financial service business should be able to rely on
the exception from the definition of “investment company” in Section 3(b)(1) (15 U.S.C. § 80a-3(b)(1)) or Rule
3a-1 (17 C.F.R. § 270.3a-1) even if it is unable to determine with certainty that it is not covered by the definitions in
Sections 3(a)(1)(A) and 3(a)(1)(C) (15 U.S.C. §§ 80a-3(a)(1)(A), 80a-3(a)(1)(C)). It is our opinion that Section
3(b)(1) is the “best fitting” exemption since the Subsidiary is wholly owned.

In
order to qualify for the exemption provided by Section 3(b)(1), it is not enough to simply satisfy the ownership and control tests, but
the Issuer must be engaged in a traditional manufacturing or non-financial business. The documents presented by the Issuer show that
the Issuer and the wholly owned Subsidiary are both engaged in non-financial businesses. Therefore, the Issuer qualifies for exemption
pursuant to Section 3(b)(1) of the ICA.

The
Issuer is engaged in the business of solar panel installation:

With
a focus on sustainable energy, Lelantos Holdings has the vision of being at the forefront of innovation in a dynamic industry as well
as providing solutions that overcome the traditional obstacles within the sector…(See, OTC Quarterly Disclosure Statement, for
the period ending March 31, 2024).

As
also disclosed by the Issuer, any financial services are provided not by the Issuer or the Subsidiary, but by an independent network
or “partners”:

Over
the past year Lelantos has created relationships with several large vendors and lending institutions to establish an ecosystem that allows
for commercial solar projects to be executed. Notable relationships include, but are not limited to:

    ●
    Novitium
    Energy (financing/commercial project development)

    ●
    Aveyo
    (commercial project developer)

    ●
    Sunnova
    (financing)

    ●
    Eco
    Smart (financing) o Sunstone (financing)

    ●
    BayWa
    R.E. (equipment distribution)

    ●
    Silfab
    (solar panel provider)

    ●
    Hyperion
    (electric energy storage and solar panel provider)

Neither
the Issuer nor the Subsidiary owns equity or voting stock in any of the independent “partners,” nor do they derive any direct
revenue from the relationships listed above. (See, OTC Quarterly Disclosure Statement, for the period ending March 31, 2024, at p.7).

The
wholly owned Subsidiary is also involved in solar installations:

Eco
is an established and highly reputable full-service solar contractor (EPC) that has installed more than 4000 projects in multiple states
since their entry into the residential and commercial solar industry approximately 12 years ago. (See, OTC Quarterly Disclosure
Statement, for the period ending March 31, 2024, at p. 7).

Both
the Issuer and the Subsidiary design, order, install and service residential and commercial solar panel installations throughout at least
four (4) states and have been engaged in this business for more than 2 years. Neither the Issuer nor the Subsidiary holds itself out
as an investment company or financial services company and neither derive revenue from financial services related activities.

Conclusion

It
is, therefore, our opinion that the Issuer is exempt pursuant to Section 3(b)(1) of the ICA and as such, does not need to rely on the
temporary exemption provided by Section 3(a)(2).

“5.
Please provide an organizational chart for the Company, showing the Company, Eco Management, any other entity included in the financial
statements included Company’s June 17, 2024 response, and other any affiliated entities.”

Response:

An
organizational chart for the Company, showing the Company, Eco Management, any other entity included in the financial statements included
in the Company’s June 17, 2024 response, is included as an attachment to this correspondence as well as an exhibit to the offering
statement.

Truly
Yours

Nathan Puente

CEO

Lelantos
Holdings

Nathan@Lelantos.Group

520-256-2248

28
Laight Street, 2nd Floor

New York, New York 10013-2143

T
+1 646 692 4012

M
+1 917 621 1110

F
+1 929 296 7680

July
15, 2024

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100 F Street, NE

Washington,
D.C. 20549

    Re:
    Lelantos
    Holdings, Inc.

    Amendment
No. 3 to Offering Statement on Form 1-A

    Filed June 17, 2024

    File
    No. 024-12414

We
have been asked to opine on two questions presented in a letter received by Lelantos Holdings, Inc. (the “Issuer”) in a letter
dated July 2, 2024 (hereinafter referred to as the “Letter”). The following opinion addresses two discrete questions.

Question
2:

The
Staff notes that in the Form 1-A/A filed with the Commission on May 15, 2024, the Company states that Lelantos Holdings purchased 50%
of the equity in Eco Management. Please supplementally provide additional detail as to how Eco Management is a “majority-owned
subsidiary” of the Company as defined in section 2(a)(24) of the Investment Company Act of 1940 (the “Investment Company
Act”). In doing so, please describe the percentage of outstanding voting interest that the Company holds in Eco Management, and
whether the Company is presently entitled to vote for the election of directors of Eco Management by virtue of its equity interests in
Eco Management. Please also explain whether the Company’s 50% interest in Eco Management permits it to cast a tie-breaking vote.
To the extent the Company concludes that Eco Management is a “majority-owned subsidiary” on a basis other than its voting
interests, please provide a comprehensive, detailed legal analysis explaining how the Company’s exercise of control is consistent
with any relevant Commission statements, Staff guidance, or other applicable precedent.

Answer:

Section
2(a)(24) of the 1940 Act (hereinafter, the “Act”) defines a majority-owned subsidiary of a person as a company 50% or more
of the outstanding voting securities of which are owned by such person, or by a majority-owned subsidiary of such person. It is our opinion
that the question is moot as the subsidiary in question is actually a “wholly owned” subsidiary of the Issuer based on the
definitions contained in Section 2(a)(42) and Section 2(a)(43) of the ICA.

Section
2(a)(42) of the 1940 defines a voting security as “any security presently entitling the owner or holder thereof to vote for the
election of directors of a company.” A “voting security” is any security presently entitling the owner or holder thereof
to vote for the election of directors of a company (Section 2(a)(42)(15 U.S.C. § 80a-2(a)(42))). Section 2(a)(43) defines
a “wholly-owned subsidiary” of a person is a company of which 95% or more of the outstanding voting securities are owned
by the person or by a company which is a wholly-owned subsidiary of that person (Section 2(a)(43)(15 U.S.C. § 80a-2(a)(43)).

A
review of the Operating Agreement of Eco Management Limited, LLC (hereinafter, the “Subsidiary”) reveals that while only
50% of the economic interests in the Subsidiary are controlled by the Issuer, 96% of the voting control is held by the Issuer. This meets
the statutory definition of a “wholly owned” subsidiary.

It
is, therefore, our opinion that Eco is a wholly owned subsidiary based on the Operating Agreement supplied to us for our review. Section
2(a)(42) and Section 2(a)(43) are the applicable definitions.

Question
4.

The
Staff acknowledges the Company’s response to Comment 4 where the Company states that the Company is not an investment company under
the Investment Company Act and is no longer intending to rely on Rule 3a-2 thereunder. Please confirm the applicable provision of the
Investment Company Act or its rules upon which the Company is relying in reaching this conclusion and please provide an accompanying
legal analysis.

Answer:

It
is our opinion that the Issuer may rely on the exemption provided by Section 3(b)(1) of the ICA since the subsidiary is “wholly
owned,” and neither the Issuer nor the Subsidiary is engaged in financial service businesses.

Pursuant
to the exemption a company that is engaged in a traditional manufacturing or non-financial service business should be able to rely on
the exception from the definition of “investment company” in Section 3(b)(1) (15 U.S.C. § 80a-3(b)(1)) or Rule
3a-1 (17 C.F.R. § 270.3a-1) even if it is unable to determine with certainty that it is not covered by the definitions in
Sections 3(a)(1)(A) and 3(a)(1)(C) (15 U.S.C. §§ 80a-3(a)(1)(A), 80a-3(a)(1)(C)). It is our opinion that Section
3(b)(1