July 1, 2021
Deanna Virginio
Christine Westbrook
Office of Life Sciences
Division of Corporation Finance
Securities and Exchange Commission
Washington DC 20549
Re:Olive Tree People Inc.
Offering Statement on Form 1-A
Filed May 10, 2021
File No. 024-11524
Dear Mses. Virginio and Westbrook:
We acknowledge receipt of the comments in your letter dated May 20, 2021 regarding the Offering Statement of Olive Tree People Inc. (the “Company”), which we have set out below, together with our responses.
Offering Statement on Form 1-A filed May 10, 2021
Risk Factors
The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts…,page 12
1.Please revise your risk factor to disclose that there is also a risk that your exclusive forum provision may result in increased costs for investors to bring a claim and that your exclusive forum provision could discourage claims.
The Company has revised the risk factor as requested by the Staff.
Forum Selection Provision, page 16
2.We note your disclosure that your Subscription Agreement includes a forum selection provision with respect to any claims against the Company based on the Subscription Agreement not arising under the federal securities laws. However, we also note your disclosure on page 12 that you believe that the exclusive forum provision applies to claims arising under the Securities Act. Please revise to clarify whether your exclusive forum provision applies to claims arising under the Securities Act.
The Company has revised the disclosure in “Plan of Distribution” to be consistent with its statement in the risk factor that it believes the forum selection provision applies to claims arising under the Securities Act.
Signatures, page 32
3.Please have your principal financial officer and principal accounting officer sign the offering statement. Refer to Instruction 1 to the Signatures in Form 1-A.
Claudia Schwahlen, who serves as the Company’s principal financial officer and principal accounting officer, has executed the amendment to the Form 1-A.
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Thank you again for the opportunity to respond to your questions to the Offering Statement of Olive Tree People, Inc. If you have additional questions or comments, please contact me at jeanne@crowdchecklaw.com.
Sincerely,
/s/ Jeanne Campanelli
Jeanne Campanelli
Partner
CrowdCheck Law LLP
cc:Thomas Lommel
Chief Executive Officer
Olive Tree People Inc.
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