SEC Comment Letter 0000000000-24-008953 to Palisades Venture Inc. (CIK 0002010982)
Palisades Venture Inc. (CIK 0002010982)
Date: Aug. 6, 2024 · CIK: 0002010982 · Accession: 0000000000-24-008953
AI Filing Summary & Sentiment
File numbers found in text: 333-276934
Letter
August 6, 2024 Orie Rechtman Chief Executive Officer Palisades Venture Inc. 21200 Oxnard St. #6630 Woodland Hills, CA 91367 Re:Palisades Venture Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed July 29, 2024 File No. 333-276934 Dear Orie Rechtman: We have reviewed your amended registration statement and have the following comment. 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 July 25, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 General 1.We note the revisions made in response to prior comment 2. Please revise to further clarify the following: •Clarify how many of the 1,613 shareholders of record of CorpTech own fewer than 120 shares; •Explain what will happen to these shareholders, including whether these shareholders will receive cash in lieu of fractional shares of Palisade Ventures; and •You state that for all CorpTech Holdings shares held equal to, or in excess of 120 shares, any resulting fractional shares of Palisades Venture to be distributed will be rounded up to the next full share. Further clarify your definition of "round up." For example, clarify whether a CorpTech shareholder with 121 shares will receive 2 shares of Palisades Venture or only 1 share.
August 6, 2024 Page 2 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 Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Gary L. Blum
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August 6, 2024
Orie Rechtman
Chief Executive Officer
Palisades Venture Inc.
21200 Oxnard St. #6630
Woodland Hills, CA 91367
Re:Palisades Venture Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 29, 2024
File No. 333-276934
Dear Orie Rechtman:
We have reviewed your amended registration statement and have the following comment.
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 July 25, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note the revisions made in response to prior comment 2. Please revise to further
clarify the following:
•Clarify how many of the 1,613 shareholders of record of CorpTech own fewer than
120 shares;
•Explain what will happen to these shareholders, including whether these shareholders
will receive cash in lieu of fractional shares of Palisade Ventures; and
•You state that for all CorpTech Holdings shares held equal to, or in excess of 120
shares, any resulting fractional shares of Palisades Venture to be distributed will be
rounded up to the next full share. Further clarify your definition of "round up." For
example, clarify whether a CorpTech shareholder with 121 shares will receive 2
shares of Palisades Venture or only 1 share.
August 6, 2024
Page 2
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 Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gary L. Blum