December 16, 2019
Lasha Morbedadze
President, Treasurer, Secretary and Director
Excellerant, Inc.
302 Yayun Ave, Panyu,
Guangzhou, Guangdong 510000, China
Re: Excellerant, Inc.
Registration Statement on Form S-1
Filed November 20, 2019
File No. 333-234796
Dear Mr. Morbedadze:
We have reviewed your registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 Filed November 20, 2019
Cover Page
1. We note your registration statement cover page indicates that as an
emerging growth
company you have elected not to use the extended transition period for
complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of
the Exchange Act. However, on page 11, you state that you have elected
to take
advantage of the extended transition period in Section 7(a)(2)(B) of the
Securities Act for
complying with new or revised accounting standards provided to emerging
growth
companies in Section 107 of the JOBS Act. Please resolve this
discrepancy. In addition,
please revise the reference to Section 13(a) of the Exchange Act on the
cover page of the
registration statement to instead refer to Section 7(a)(2)(B) of the
Securities Act.
Lasha Morbedadze
FirstName LastNameLasha Morbedadze
Excellerant, Inc.
Comapany16, 2019
December NameExcellerant, Inc.
December 16, 2019 Page 2
Page 2
FirstName LastName
Cover Page
2. You appear to be a shell company as defined in Rule 405 under the
Securities Act of 1933
because you have no or nominal operations and no or nominal assets.
Specifically, you
disclose that you have been involved primarily in organizational
activities since
incorporation and report no assets on pages iii and 2, respectively.
Please disclose on the
cover page that you are a shell company and add a risk factor
highlighting the
consequences of your shell company status. Discuss the prohibition on
the use of Form S-
8 by shell companies, enhanced reporting requirements imposed on shell
companies and
the conditions that must be satisfied before restricted and control
securities may be resold
in reliance on Rule 144. Describe the potential impact on your ability
to attract additional
capital through subsequent unregistered offerings.
3. Please disclose on the cover page that you will have to sell 50% of
the offering shares to
implement your plan of operations.
Summary of Prospectus
General Information About Our Company, page 1
4. With reference to your disclosure on page 5, please disclose that you
currently only have
one employee who is also your sole officer and director.
Description of Business, page 15
5. Please provide disclosure here and in Risk Factors, as appropriate,
regarding restrictions
and regulations relating to your operations in China and how it
impacts your business.
Directors, Executive Officers, Promoter and Control Persons, page 17
6. You disclose that Mr. Morbedadze owns 23.1% of the outstanding shares
of your
company. Please revise to reflect that he currently owns 100% of the
outstanding shares.
In addition, please revise the second table on page 10 to also
illustrate the percentage of
ownership and the consideration paid by the existing stockholder and
by new investors if
50% and 75% of the offered shares are sold.
7. Please disclose the name of the travel agency Mr. Morbedadze worked at
from November
2012 to June 2015. Please refer to Item 401(e)(1) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 20
8. The table on page 20 reflects that Mr. Morbedadze holds 300% of the
outstanding
common stock. Please revise or advise.
Lasha Morbedadze
FirstName LastNameLasha Morbedadze
Excellerant, Inc.
Comapany16, 2019
December NameExcellerant, Inc.
Page 3
December 16, 2019 Page 3
FirstName LastName
Description of Securities, page 23
9. We note that Section 4 of your Bylaws states that at all meetings of
stockholders, voting
may be viva voce, but any qualified voter may demand a stock vote.
Please disclose this
in your description of the voting rights of holders of common stock
and explain what
voting viva voce means.
General
10. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Tracie Mariner at 202-551-3744 or Kevin Kuhar at
202-551-3662 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Robert J. Zepfel, Esq.