SecProbe.io

December 9, 2025
Horatio Lonsdale-Hands
Chief Executive Officer
Buda Juice, LLC
4030 Black Gold Drive,
Dallas, Texas 75247
Re:Buda Juice, LLC
Amendment No. 4 to Registration Statement on Form S-1
Filed December 1, 2025
File No. 333-289874
Dear Horatio Lonsdale-Hands:
            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 September 23, 2025
letter.
Amendment No. 4 to Registration Statement on Form S-1
Risk Factors
Risks Relating to This Offering, page 28
We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive
forum for certain litigation, including any “derivative action.” Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. If
so, please also state that there is uncertainty as to whether a court would enforce such
provision. Revise to discuss the risks related to increased costs to bring a claim and
that these provisions can discourage claims or limit investors’ ability to bring a claim 1.

December 9, 2025
Page 2
in a judicial forum that they find favorable. If the provision applies to Securities Act
claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. If this provision does not apply to actions
arising under the Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act. Finally, discuss this forum selection
provision in the Description of Capital Stock section.
Business
Intellectual Property, page 52
2.We note your revisions in response to prior comment 8 and reissue in part. Please
disclose the duration of your trademarks.
Management, page 55
3.We note disclosure in the table on page 55 that Mo Hayat is a director nominee and
that your board is expected to be comprised of seven directors. This appears
inconsistent with disclosure on page 58 that your board is expected to be comprised of
six directors. Please advise or revise. Further, please update your beneficial ownership
table on page 64 to provide information for Mo Hayat. Finally, please revise to update
the bracketed information on pages 58 to 60 related to your director independence and
committee memberships.
Executive and Director Compensation
Director Compensation, page 62
4.We note your revisions in response to prior comment 11 and reissue in part. Please
provide compensation information for the last completed fiscal year for Bryan Herr,
Bernard Lucien Nussbaumer and Horatio Lonsdale-Hands. Refer to Item 402(r) of
Regulation S-K.
Principal Stockholders, page 64
5.Please tell us how you calculated the totals in the “All directors and executive officers
as a group” row. In this regard, it appears that the share ownership for each beneficial
owner is identical in the “Beneficial Ownership Before the Offering Common Stock”
and “Beneficial Ownership After the Offering Common Stock” columns except for
that of Horatio Lonsdale-Hands’s beneficial ownership, which reflects the Stock
Redemption of 500,000 shares per footnote (4). However, the difference in the “All
directors and executive officers as a group” totals for the two columns is 500,360
shares instead of 500,000 shares. Further, we note that the “All directors and
executive officers as a group” row includes the shares beneficially owned by 2469447
Ontario Ltd., your 5% stockholder. However, we note that there is no indication that
this stockholder is related to your directors and executive officers. Please advise or
revise.

December 9, 2025
Page 3
Exhibit 10.1 Stock Incentive Plan, page II-2
6.We note your response to prior comment 17 and reissue in part. Please file your
indemnification agreements with each of your directors and executive officers.
Further, please reconcile the description of Exhibit 10.1 in the exhibit index, which
appears inconsistent with the exhibit title of 2025 Equity Incentive Plan. Additionally,
please advise if Exhibit 10.1 is the same as the “2025 Incentive Award Plan”
referenced on page 62 and revise to clarify. Finally, please revise the Executive and
Director Compensation section to disclose the material terms of Exhibit 10.1 and the
2025 Incentive Award Plan.
Exhibit 107 Filing Fee Table, page II-2
7.We note that you are relying on Rules 457(o) and 457(g). Please revise the
“Maximum Aggregate Offering Price” column of your fee table to reflect the
maximum offering price that you disclose in your prospectus for all offered securities,
including the over-allotment shares to be offered to the public and underwriter
warrants or advise. In this regard, it appears that you used the low end of your price
range of $7.50 instead of the high end range of $9.
Exhibit 5.1 Opinion of Lucosky Brookman LLP, page II-2
8.It appears that the underwriter’s warrants will be governed by New York law. Refer to
Sections 6(e) of the Form of Underwriter’s Warrants and 8.6 of the Initial Form of
Underwriting Agreement, filed as Exhibits 4.2 and 1.1, respectively. If true, please
have New York counsel opine that the warrants are a binding obligation of the
registrant under the law of the jurisdiction governing the warrant agreement, and
update the Experts section as appropriate. Refer to Sections II.B.1.f and II.B.3.b of
Staff Legal Bulletin No. 19.
Part II Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2
9.Please revise to update your exhibit index as follows:
•Please file your articles of incorporation and bylaws or instruments corresponding
thereto as currently in effect. Refer to Items 601(b)(3)(i) and 601(b)(3)(ii) of
Regulation S-K.
•We note that you deleted Exhibit 4.1 Form of Registrant’s Common Stock Share
Certificate. Please revise to file this exhibit.
•Please refile Exhibits 10.3 and 10.4 in the proper text-searchable format. Refer to
Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) EDGAR Filing (Version
75, June 2025) and Item 301 of Regulation S-T.
General
Please revise disclosures throughout the filing to update and/or reconcile apparent
inconsistencies, including the following:
We note your response to prior comment 19 and reissue in part. We note
disclosure on page 59 still provides that Barrett Evans is expected to serve on •10.

December 9, 2025
Page 4
your audit committee. However, this individual is not disclosed on page 55.
Please revise to clarify.
•Reconcile disclosure on the cover page that you are registering 266,666 shares of
Common Stock underlying warrants with disclosure elsewhere that this number is
266,667.
•Reconcile disclosure on page 8 that you intend to apply to have your Common
Stock listed on NYSE with disclosure on page 74 that your Common Stock is
listed on NYSE.
•We note disclosure on page 40 regarding lease obligations of (i) $188 due within
the next 12 months; (ii) $683 due beyond 12 months; (iii) $793 due through 2030;
and (iv) future minimum lease payments of approximately $981. It appears that
these numbers should be in thousands. In this regard, refer to the disclosure on
page F-10 of future lease obligations stated in thousands. Please advise or revise.
•Reconcile references to “articles of incorporation and bylaws,” “amended and
restated certificate of incorporation and amended and restated bylaws,” and
“certificate of incorporation and bylaws” to clarify if these titles refer to the same
documents. Refer to pages 31, 65 and II-2.

            Please contact Jeff Gordon at 202-551-3866 or Kevin Woody at 202-551-3629 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Anne Parker at 202-551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Soyoung Lee