SecProbe.io

CORRESP
 1
 filename1.htm

 Palomino
Laboratories Inc.

 313
Bryant Court

 Palo
Alto, CA 94301

 February 5, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:

 Palomino
 Laboratories Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-292890

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Palomino Laboratories Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, on Monday, February 9, 2026, or as soon as practicable thereafter.

 Very
 truly yours,

 Palomino
 Laboratories Inc.

 By:
 /s/
 Jeffrey Shealy

 Jeffrey
 Shealy

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 13, 2026

Jeffrey Shealy
Chief Executive Officer
Palomino Laboratories Inc.
313 Bryant Court
Palo Alto, CA 94301

 Re: Palomino Laboratories Inc.
 Draft Registration Statement on Form S-1
 Submitted January 12, 2026
 CIK No. 0001938569
Dear Jeffrey Shealy:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4)
or, in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests
for acceleration.
We remind you that the company and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of
action by the staff.

 Please contact David Link at 202-551-3356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Cassi Olson
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 19, 2023
Nathan P. Pereira
Chief Executive Officer
Unite Acquisition 3 Corp.
12 E. 49th Street, 11th Floor,
New York, NY 10017
Re:Unite Acquisition 3 Corp.
Registration Statement on Form 10-12G
Filed August 10, 2023
File No. 000-56582
Dear Nathan P. Pereira:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barrett DiPaolo

CORRESP
1
filename1.htm

Barrett S. DiPaolo Partner

bdipaolo@srfc.law

D +1.646.810.2173

October 6, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

    Attention:
    Frank Knapp

    Jennifer Monick

    Mary Beth Breslin

    Re:
    Unite Acquisition 3 Corp.

    Registration Statement on Form 10-12G Filed August 10, 2023

    File No. 000-56582

Ladies and Gentlemen:

Set forth below, on behalf of our client Unite
Acquisition 3 Corp. (the “Company”), we are submitting the Company’s responses to comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated September 6, 2023 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form
10 filed with the Commission on August 10, 2023 (the “Registration Statement”). Concurrently with this letter the Company
is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) to respond to the comments contained in the Comment
Letter and to make certain other changes.

To facilitate the Staff’s review, we have
included in this letter the captions and numbered comments from the Comment Letter in bold text and have provided the Company’s
responses immediately following the numbered comments in plain text.

In addition, please note that in Amendment No.
1 the Company has updated its financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operation
and related disclosures to include the Company’s financial statements as of and for the three and six months ended June 30, 2023,
and relevant information therefrom.

1185 Avenue of the Americas |
31st Floor | New York, NY 10036

T +1.212.930.9700 |
F +1.212.930.9725 | www.srfc.law

Securities and Exchange Commission

Division of Corporation Finance

October 6, 2023

Page 2

Form 10-12G filed August 10, 2023

Business of the Issuer, page 1

    1.
    Please reconcile your disclosure in the fourth paragraph that there have been no “specific” discussions with the disclosure in the first paragraph on page 7 that your sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with you.

The Company (a) has revised the disclosure
on page 1 to indicate that it has had preliminary discussions with certain potential business combination candidates regarding business
opportunities for the Company, but no definitive terms have been agreed, and the Company has not entered into any definitive agreement
with any party, and (b) has deleted the referenced language on page 7 as redundant.

    2.
    We note your statements on page 3 that your sole officer and director is “currently involved with two other blank check companies and may become associated with additional blank check companies at any time in the future,” and that he is “employed on a full-time basis by other companies.” Please revise to state how many companies your sole officer and director is employed on a full-time basis. Also explain how he will allocate his time if there is a concurrent acquisition opportunity for any of the other blank check companies with which he is involved.

The Company has corrected the disclosure
in that location to indicate that its sole officer and director is employed on a full-time basis only with his law firm, Gilbride Tusa
Last & Spellane LLC, and has added disclosure regarding how he will allocate his time if there is a concurrent acquisition opportunity
for any of the other blank check companies with which he is involved.

    3.
    We note your disclosure in Item 9 on page 11 that your common stock is not trading on any stock exchange. Where you discuss your competition to complete a business acquisition, please expand to address how the lack of trading on an exchange may impact your likelihood of success in finding a target company and completing a business combination.

The Company has expanded its disclosure
on page 3 to address how the lack of trading on an exchange may impact the Company’s likelihood of success in finding a target company
and completing a business combination.

    www.srfc.law

Securities and Exchange Commission

Division of Corporation Finance

October 6, 2023

Page 3

Management’s Discussion & Analysis,
page 5

    4.
    We note your first sentence on page 7 that your sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with you. Given your relationship with Lucius Partners and your statement that you contemplate Lucius Partners may introduce business combination opportunities to you, please revise to confirm that Lucius Partners has not had, on your behalf, any such contact or discussions with other entities regarding a business combination with you.

The Company has revised the disclosure
on page 2 to indicate that while Lucius Partners has introduced to the Company certain candidates for a potential business combination,
no definitive terms have been agreed, and the Company has not entered into any definitive agreement with any party.

    5.
    We note your statement that your management believes there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Please revise your disclosure to state clearly how a private operating company would benefit by completing a business combination with you rather than by filing its own Exchange Act registration statement, given the information about the target company that you state will be filed in a Form 8-K at the time of the business combination.

The Company has expanded its disclosure
on page 7 to indicate how a private operating company would benefit by completing a business combination with the Company rather than
by filing its own Exchange Act registration statement.

Item 5. Directors and Executive Officers,
page 8

    6.
    In light of the statement on page 3 that Mr. Pereira is employed on a full-time basis by other companies, please revise to ensure that you have disclosed all principal occupations and employment during the past five years, including the name and principal business of any corporation or other organization in which such occupations and employment were carried on and whether such corporation or organization is a parent, subsidiary or other affiliate of the registrant. Refer to Item 401(e)(1) of Regulation S-K.

The Company has corrected the disclosure
on page 3 to indicate that Mr. Pereira is employed on a full-time basis only with his law firm and has added disclosure on page 8 that
such firm is not a parent, subsidiary or other affiliate of the Company. Mr. Pereira has confirmed to the Company that the disclosure
on page 8 covers all of his principal occupations and employment during the past five years.

    www.srfc.law

Securities and Exchange Commission

Division of Corporation Finance

October 6, 2023

Page 4

Item 6. Executive Compensation Summary Compensation
Table, page 9

    7.
    We note your disclosure that your sole officer and director has not received any cash or other compensation since inception. Please clarify whether he has earned any compensation.

The Company has added disclosure in
footnote 1 to the Summary Compensation Table to indicate that Mr. Pereira neither has received nor is entitled to receive any compensation
for his services as an executive officer of the Company since inception (although as indicated under “Director Compensation”
he is entitled to receive compensation for his services as a director of the Company).

    8.
    We note your disclosure that there are currently no understandings or agreements regarding compensation your management will receive after a business combination. Please expand your disclosure to clarify whether there are any arrangements, whether written or unwritten, under which your sole officer and director will receive any compensation prior to a business combination, and if so, please describe the material terms. Please provide similar clarification and disclosure of the material terms of any arrangements, whether written or unwritten, pursuant to which the sole officer and director would receive any potential payments upon termination or change in control. Refer to Item 402(o) and (q) of Regulation S-K.

The Company has expanded the disclosure
in that location to indicate that there are (a) no arrangements, whether written or unwritten, under which Mr. Pereira will receive from
the Company, or to the Company’s knowledge from any other person, any compensation prior to a business combination, and (b) no arrangements,
whether written or unwritten, pursuant to which Mr. Pereira would receive from the Company, or to the Company’s knowledge from any
other person, any potential payments upon termination of his services with or upon a change in control of the Company.

We trust that you will find the responses above
and the changes in Amendment No. 1 to adequately address the Staff’s comments. If you have any questions with respect to the foregoing,
please contact the undersigned by telephone at 646.810.2173 or by email at bdipaolo@srfc.law.

Sincerely yours,

    Copy to:
    Nathan P. Pereira

    Unite Acquisition 3 Corp.

    www.srfc.law

United States securities and exchange commission logo
September 6, 2023
Nathan P. Pereira
Chief Executive Officer
Unite Acquisition 3 Corp.
12 E. 49th Street, 11th Floor,
New York, NY 10017
Re:Unite Acquisition 3 Corp.
Registration Statement on Form 10-12G
Filed August 10, 2023
File No. 000-56582
Dear Nathan P. Pereira:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-12G filed August 10, 2023
Business of the Issuer, page 1
1.Please reconcile your disclosure in the fourth paragraph that there have been no “specific”
discussions with the disclosure in the first paragraph on page 7 that your sole officer and
director has not had any preliminary contact or discussions with any representative of any
other entity regarding a business combination with you.
2.We note your statements on page 3 that your sole officer and director is "currently
involved with two other blank check companies and may become associated with
additional blank check companies at any time in the future," and that he is "employed on a
full-time basis by other companies."  Please revise to state how many companies your sole
officer and director is employed on a full-time basis.  Also explain how he will allocate
his time if there is a concurrent acquisition opportunity for any of the other blank check
companies with which he is involved.

 FirstName LastNameNathan P.  Pereira
 Comapany NameUnite Acquisition 3 Corp.
 September 6, 2023 Page 2
 FirstName LastNameNathan P.  Pereira
Unite Acquisition 3 Corp.
September 6, 2023
Page 2
3.We note your disclosure in Item 9 on page 11 that your common stock is not trading on
any stock exchange. Where you discuss your competition to complete a business
acquisition, please expand to address how the lack of trading on an exchange may impact
your likelihood of success in finding a target company and completing a business
combination.
Management's Discussion & Analysis, page 5
4.We note your first sentence on page 7 that your sole officer and director has not had any
preliminary contact or discussions with any representative of any other entity regarding a
business combination with you.  Given your relationship with Lucius Partners and
your statement that you contemplate Lucius Partners may introduce business combination
opportunities to you, please revise to confirm that Lucius Partners has not had, on your
behalf, any such contact or discussions with other entities regarding a business
combination with you.
5.We note your statement that your management believes there are opportunities for a
business combination with firms seeking the perceived benefits of becoming a publicly
traded corporation.  Please revise your disclosure to state clearly how a private operating
company would benefit by completing a business combination with you rather than by
filing its own Exchange Act registration statement, given the information about the target
company that you state will be filed in a Form 8-K at the time of the business
combination.
Item 5. Directors and Executive Officers, page 8
6.In light of the statement on page 3 that Mr. Pereira is employed on a full-time basis by
other companies, please revise to ensure that you have disclosed all principal occupations
and employment during the past five years, including the name and principal business of
any corporation or other organization in which such occupations and employment were
carried on and whether such corporation or organization is a parent, subsidiary or other
affiliate of the registrant.  Refer to Item 401(e)(1) of Regulation S-K.
Item 6. Executive Compensation
Summary Compensation Table, page 9
7.We note your disclosure that your sole officer and director has not received any cash or
other compensation since inception.  Please clarify whether he has earned any
compensation.
8.We note your disclosure that there are currently no understandings or agreements
regarding compensation your management will receive after a business combination.
Please expand your disclosure to clarify whether there are any arrangements, whether
written or unwritten, under which your sole officer and director will receive any
compensation prior to a business combination, and if so, please describe the material
terms.  Please provide similar clarification and disclosure of the material terms of any

 FirstName LastNameNathan P.  Pereira
 Comapany NameUnite Acquisition 3 Corp.
 September 6, 2023 Page 3
 FirstName LastName
Nathan P.  Pereira
Unite Acquisition 3 Corp.
September 6, 2023
Page 3
arrangements, whether written or unwritten, pursuant to which the sole officer and
director would receive any potential payments upon termination or change in
control.  Refer to Item 402(o) and (q) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Barrett DiPaolo