Correspondence 0001683168-24-007594 from Mercalot Inc. (CIK 0002029014)
Mercalot Inc. (CIK 0002029014)
Date: Nov. 4, 2024 · CIK: 0002029014 · Accession: 0001683168-24-007594
AI Filing Summary & Sentiment
File numbers found in text: 333-281804
Referenced dates: October 31, 2024
Letter
Division of Corporation Finance Office of Industrial Applications and Services Re: Mercalot Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-281804
Dear Ta Tanisha Meadows, Suying Li, Rucha Pandit and Taylor Beech:
In response to your letter dated October 31, 2024 pursuant to the Securities Exchange Act of 1933, as amended, please find the Company’s Amendment No. 2 to the Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on October 10, 2024.
Amendment No. 1 to Registration Statement on Form S-1
Dilution, page 17
1. We note your response to comment 8 and the related revisions to your disclosure. Please further revise your calculation of net tangible book value to exclude total liabilities.
Response:
We have revised the value and updated the table.
General
2. We note your response to comment 12 that you are "evaluating the market value of your publicly held shares and aim to meet the required minimum of $15 million upon completion of the offering," and that you "plan to achieve the required minimum $4 per share bid price;" however, we note that you are registering up to 12,000,000 shares of common stock at a fixed price of $0.01 per share for aggregate net proceeds of up to $120,000, assuming that the entire offering is completed. Please further explain how you plan to meet the listing requirements given the current terms of the offering, or remove references to listing your common stock on the Nasdaq Stock Market from the registration statement.
Response:
We have removed the references to listing our common stock on the Nasdaq Stock Market from the registration statement.
You can direct any other comments or questions directly to:
Blas Mayor Reyes
Telephone: +13072630861
Email: mercalot.inc@safedealconnect.com
/s/ Blas Mayor Reyes
Blas Mayor Reyes
President, Chief Financial Officer,
Chief Executive Officer, Director
/s/ Isabel Marin Vargas
Isabel Marin Vargas
Director
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CORRESP
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MERCALOT INC.
C/ de l’Illa Formentera, 54, Quatre Carreres,
46026 Valencia, Spain
Telephone:
+13072630861
Email: mercalot.inc@safedealconnect.com
November 4, 2024
To Ta Tanisha Meadows, Suying Li,
Rucha Pandit and Taylor Beech
Division of Corporation Finance
Office of Industrial Applications and Services
U.S. Securities and Exchange Commission
100 F Street, NE,
Washington, DC 20549
Re:
Mercalot Inc.
Amendment No. 1 to Registration Statement on Form
S-1
Filed October 10, 2024
File No. 333-281804
Dear Ta Tanisha Meadows, Suying Li, Rucha Pandit and Taylor Beech:
In response to your letter dated October 31,
2024 pursuant to the Securities Exchange Act of 1933, as amended, please find the Company’s Amendment No. 2 to the
Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on October 10, 2024.
Amendment No. 1 to Registration Statement
on Form S-1
Dilution, page 17
1. We note your response to comment 8 and the related revisions to your disclosure. Please further revise
your calculation of net tangible book value to exclude total liabilities.
Response:
We have revised the value and updated the
table.
General
2. We note your response to comment 12 that you are "evaluating the market value of your publicly held
shares and aim to meet the required minimum of $15 million upon completion of the offering," and that you "plan to achieve the
required minimum $4 per share bid price;" however, we note that you are registering up to 12,000,000 shares of common stock at a
fixed price of $0.01 per share for aggregate net proceeds of up to $120,000, assuming that the entire offering is completed. Please further
explain how you plan to meet the listing requirements given the current terms of the offering, or remove references to listing your common
stock on the Nasdaq Stock Market from the registration statement.
Response:
We have removed the references to listing
our common stock on the Nasdaq Stock Market from the registration statement.
1
You can direct any other comments or questions directly
to:
Blas Mayor Reyes
Telephone: +13072630861
Email: mercalot.inc@safedealconnect.com
/s/ Blas Mayor Reyes
Blas Mayor Reyes
President, Chief Financial Officer,
Chief Executive Officer, Director
/s/ Isabel Marin Vargas
Isabel Marin Vargas
Director
2