SEC Comment Letter 0000000000-24-003374 to Palisades Venture Inc. (CIK 0002010982)
Palisades Venture Inc. (CIK 0002010982)
Date: March 28, 2024 · CIK: 0002010982 · Accession: 0000000000-24-003374
AI Filing Summary & Sentiment
File numbers found in text: 333-276934
Letter
United States securities and exchange commission logo March 28, 2024 Orie Rechtman Chief Executive Officer Palisades Venture Inc. 21200 Oxnard St. #6630 Woodland Hills, CA 91367 Re:Palisades Venture Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed March 14, 2024 File No. 333-276934 Dear Orie Rechtman: 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 March 5, 2024 letter. Amendment No. 1 to Form S-1 filed March 14, 2024 Prospectus Summary, page 2 1.We note your response to prior comment 2 that Mr. Rechtman beneficially owns 68.5% of Palisades Venture. However, on pages i, 2, 7, 10, 14, and 34 your disclosure has not been updated accordingly. Please revise or explain. Financial Statements, page F-1 2.Please provide updated financial statements and related disclosures as required by Rule 8- 08 of Regulation S-X.
FirstName LastNameOrie Rechtman Comapany NamePalisades Venture Inc. March 28, 2024 Page 2 FirstName LastName Orie Rechtman Palisades Venture Inc. March 28, 2024 Page 2 Item 15. Recent Sales of Unregistered Securities, page II-1 3.On page F-15, you state that you issued 9,500,000 shares of common stock to consultants. Please revise to provide the disclosures required by Item 701 of Regulation S-K. Additionally, to the extent a consultant beneficially owns more than five percent of your common stock, please add this person to the beneficial ownership table. Item 16. Exhibits, page II-1 4.As a follow up to prior comment 3, please file your service agreement with CorpTech as an exhibit. Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-551-3574 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Gary L. Blum
Show Raw Text
United States securities and exchange commission logo
March 28, 2024
Orie Rechtman
Chief Executive Officer
Palisades Venture Inc.
21200 Oxnard St. #6630
Woodland Hills, CA 91367
Re:Palisades Venture Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 14, 2024
File No. 333-276934
Dear Orie Rechtman:
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 March 5, 2024 letter.
Amendment No. 1 to Form S-1 filed March 14, 2024
Prospectus Summary, page 2
1.We note your response to prior comment 2 that Mr. Rechtman beneficially owns 68.5% of
Palisades Venture. However, on pages i, 2, 7, 10, 14, and 34 your disclosure has not been
updated accordingly. Please revise or explain.
Financial Statements, page F-1
2.Please provide updated financial statements and related disclosures as required by Rule 8-
08 of Regulation S-X.
FirstName LastNameOrie Rechtman
Comapany NamePalisades Venture Inc.
March 28, 2024 Page 2
FirstName LastName
Orie Rechtman
Palisades Venture Inc.
March 28, 2024
Page 2
Item 15. Recent Sales of Unregistered Securities, page II-1
3.On page F-15, you state that you issued 9,500,000 shares of common stock to consultants.
Please revise to provide the disclosures required by Item 701 of Regulation S-K.
Additionally, to the extent a consultant beneficially owns more than five percent of your
common stock, please add this person to the beneficial ownership table.
Item 16. Exhibits, page II-1
4.As a follow up to prior comment 3, please file your service agreement with CorpTech as
an exhibit.
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-551-3574 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Gary L. Blum