SEC Comment Letter for BUDA JUICE, (BUDA) — Dec 16, 2025
BUDA JUICE, INC.
Date: Dec. 16, 2025 · CIK: 0002079720 · Accession: 0000000000-25-011606
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289874
Letter
Re: Buda Juice, LLC Amendment No. 5 to Registration Statement on Form S-1 Filed December 12, 2025 File No. 333-289874 Dear Horatio Lonsdale-Hands:
December 16, 2025
Horatio Lonsdale-Hands Chief Executive Officer Buda Juice, LLC 4030 Black Gold Drive, Dallas, Texas 75247
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 December 9, 2025 letter.
Amendment No. 5 to Registration Statement on Form S-1 Risk Factors Risks Relating to This Offering Our Certificate of Incorporation contains an exclusive forum provision for certain claims..., page 31
1. We note your revisions in response to prior comment 1 and reissue in part. Please address the part of that comment that requests disclosure of the risks related to increased costs to bring a claim. We also note disclosure here that the exclusive forum provision does not apply to actions arising under the Exchange Act or Securities Act and on page 69 that your Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any December 16, 2025 Page 2
complaint asserting a cause of action arising under the Securities Act. However, these provisions do not appear in your Certificate of Incorporation. Please reconcile your disclosures or as appropriate revise your governing documents to clearly state that the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act. Principal Stockholders, page 65
2. We note your revisions in response to prior comment 5 and reissue in part. Please tell us how you calculated the total in the All directors and executive officers as a group row under the Beneficial Ownership After the Offering Common Stock column. In this regard, it appears that Horatio Lonsdale-Hands s beneficial ownership should reflect the Stock Redemption of 500,000 shares per footnote (5). However, the difference between the Beneficial Ownership Before the Offering Common Stock and Beneficial Ownership After the Offering Common Stock columns is 666,667, instead of 500,000. 3. We note that Marie Quintana will beneficially own 33,333 shares of the Company while none of the other directors' beneficial ownership will increase after the offering. We also note the disclosure on page 63 that the Company will be compensating its non-employee directors with equity awards upon completion of the Company s listing on NYSE. With a view toward disclosure, please explain each directors' beneficial ownership after the offering to reconcile with the director compensation disclosure on page 63. As applicable, please also revise to elaborate on any compensatory plan, contract or arrangement with Ms. Quintana here and in the Executive and Director Compensation section, and file the compensatory plan, contract or arrangement pursuant to Item 601(b)(10) of Regulation S-K and update the exhibit index. Part II Information Not Required in Prospectus Item 16. Exhibits and Financial Statement Schedules. Exhibit 5.1 Opinion of Lucosky Brookman LLP, page II-2
4. We note that you revised your opinion to cover 266,667 Representatives Warrants and Representatives Warrant Shares from the prior 306,667. Please revise Exhibit 5.1 to cover the over-allotment option for the Representatives Warrants and Representatives Warrant Shares. General
5. Please revise disclosures throughout the filing to update and/or reconcile apparent inconsistencies, including the following: We note your revisions to prior comment 10 and reissue in part. Reconcile references to articles of incorporation and bylaws and certificate of incorporation and bylaws to clarify if these titles refer to the same documents. Refer to pages 29, 66 and II-2. Refer to your footnote on page II-2 regarding certain redactions. We note that none of the exhibits in the exhibit index is marked with footnote and those redactions do not appear in the filed exhibits. Please advise or revise. December 16, 2025 Page 3
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
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> December 16, 2025 Horatio Lonsdale-Hands Chief Executive Officer Buda Juice, LLC 4030 Black Gold Drive, Dallas, Texas 75247 Re: Buda Juice, LLC Amendment No. 5 to Registration Statement on Form S-1 Filed December 12, 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 December 9, 2025 letter. Amendment No. 5 to Registration Statement on Form S-1 Risk Factors Risks Relating to This Offering Our Certificate of Incorporation contains an exclusive forum provision for certain claims..., page 31 1. We note your revisions in response to prior comment 1 and reissue in part. Please address the part of that comment that requests disclosure of the risks related to increased costs to bring a claim. We also note disclosure here that the exclusive forum provision does not apply to actions arising under the Exchange Act or Securities Act and on page 69 that your Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any December 16, 2025 Page 2 complaint asserting a cause of action arising under the Securities Act. However, these provisions do not appear in your Certificate of Incorporation. Please reconcile your disclosures or as appropriate revise your governing documents to clearly state that the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act. Principal Stockholders, page 65 2. We note your revisions in response to prior comment 5 and reissue in part. Please tell us how you calculated the total in the All directors and executive officers as a group row under the Beneficial Ownership After the Offering Common Stock column. In this regard, it appears that Horatio Lonsdale-Hands s beneficial ownership should reflect the Stock Redemption of 500,000 shares per footnote (5). However, the difference between the Beneficial Ownership Before the Offering Common Stock and Beneficial Ownership After the Offering Common Stock columns is 666,667, instead of 500,000. 3. We note that Marie Quintana will beneficially own 33,333 shares of the Company while none of the other directors' beneficial ownership will increase after the offering. We also note the disclosure on page 63 that the Company will be compensating its non-employee directors with equity awards upon completion of the Company s listing on NYSE. With a view toward disclosure, please explain each directors' beneficial ownership after the offering to reconcile with the director compensation disclosure on page 63. As applicable, please also revise to elaborate on any compensatory plan, contract or arrangement with Ms. Quintana here and in the Executive and Director Compensation section, and file the compensatory plan, contract or arrangement pursuant to Item 601(b)(10) of Regulation S-K and update the exhibit index. Part II Information Not Required in Prospectus Item 16. Exhibits and Financial Statement Schedules. Exhibit 5.1 Opinion of Lucosky Brookman LLP, page II-2 4. We note that you revised your opinion to cover 266,667 Representatives Warrants and Representatives Warrant Shares from the prior 306,667. Please revise Exhibit 5.1 to cover the over-allotment option for the Representatives Warrants and Representatives Warrant Shares. General 5. Please revise disclosures throughout the filing to update and/or reconcile apparent inconsistencies, including the following: We note your revisions to prior comment 10 and reissue in part. Reconcile references to articles of incorporation and bylaws and certificate of incorporation and bylaws to clarify if these titles refer to the same documents. Refer to pages 29, 66 and II-2. Refer to your footnote on page II-2 regarding certain redactions. We note that none of the exhibits in the exhibit index is marked with footnote and those redactions do not appear in the filed exhibits. Please advise or revise. December 16, 2025 Page 3 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 </TEXT> </DOCUMENT>