SEC Comment Letter for Calor Del Sol Inc. (CIK 0002008027) — Dec 5, 2024
Calor Del Sol Inc. (CIK 0002008027)
Date: Dec. 5, 2024 · CIK: 0002008027 · Accession: 0000000000-24-013395
AI Filing Summary & Sentiment
File numbers found in text: 333-280138
Letter
December 5, 2024 Alejandro Hernandez President and Director Calor Del Sol Inc. 1400 112th Ave. SE, Suite 100 Bellevue, WA 98004 Re:Calor Del Sol Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed November 27, 2024 File No. 333-280138 Dear Alejandro Hernandez: We have reviewed your amended registration statement and have the following comment(s). 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 October 29, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 filed November 27, 2024 Risk Factors Risks Associated to Our Business Our company is shell status which may have consequences raising capital, page 9 1.While we note your response to prior comment 4, your revised disclosure does not reflect accurately the impact that your shell company status has on the use of Rule 144 under the Securities Act by your investors. Please revise to state that Rule 144 is not available for the resale of securities initially issued by shell companies, unless the company ceases to be a shell company and certain other conditions are met. Explain that this may make it more difficult for you to attract capital through unregistered offerings. Revise the reference to "shell status" in the heading of this risk factor to clearly state that you are a shell company.
December 5, 2024 Page 2 Dilution, page 15 2.It appears your presentation of the dilution for "Existing Stockholders if all of the Shares are Sold" is inconsistent with the dilution presentation for the "Purchasers of Shares if all of the Shares are Sold", yet they appear to be presenting the same information. Please clarify or revise. 3.Under "Purchasers of Shares in this Offering if 25% of Shares Sold", it appears that the increase in net tangible book value per share attributable to cash payments made by purchasers of shares offered for new investors of $-0.0119 is inconsistent with the amount calculated by taking the post offering net tangible book value per share of $- 0.0046 less the pre-offering net tangible book value per share of $-0.0073. Please clarify or revise. Please contact Aamira Chaudhry at 202-551-3389 or Angela Lumley at 202-551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Andrew Befumo
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December 5, 2024
Alejandro Hernandez
President and Director
Calor Del Sol Inc.
1400 112th Ave. SE, Suite 100
Bellevue, WA 98004
Re:Calor Del Sol Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed November 27, 2024
File No. 333-280138
Dear Alejandro Hernandez:
We have reviewed your amended registration statement and have the following
comment(s).
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 October 29, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed November 27, 2024
Risk Factors
Risks Associated to Our Business
Our company is shell status which may have consequences raising capital, page 9
1.While we note your response to prior comment 4, your revised disclosure does not
reflect accurately the impact that your shell company status has on the use of Rule 144
under the Securities Act by your investors. Please revise to state that Rule 144 is not
available for the resale of securities initially issued by shell companies, unless the
company ceases to be a shell company and certain other conditions are met. Explain
that this may make it more difficult for you to attract capital through unregistered
offerings. Revise the reference to "shell status" in the heading of this risk factor to
clearly state that you are a shell company.
December 5, 2024
Page 2
Dilution, page 15
2.It appears your presentation of the dilution for "Existing Stockholders if all of the
Shares are Sold" is inconsistent with the dilution presentation for the "Purchasers of
Shares if all of the Shares are Sold", yet they appear to be presenting the same
information. Please clarify or revise.
3.Under "Purchasers of Shares in this Offering if 25% of Shares Sold", it appears that
the increase in net tangible book value per share attributable to cash payments made
by purchasers of shares offered for new investors of $-0.0119 is inconsistent with the
amount calculated by taking the post offering net tangible book value per share of $-
0.0046 less the pre-offering net tangible book value per share of $-0.0073. Please
clarify or revise.
Please contact Aamira Chaudhry at 202-551-3389 or Angela Lumley at 202-551-3398
if you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andrew Befumo