United States securities and exchange commission logo
May 3, 2021
Gagi Gogolashvili
Chief Executive Officer
Intorio, Corp.
24 Alexander Kazbegi Ave
Tbilisi 0177, Georgia
Re: Intorio, Corp.
Registration
Statement on Form S-1
Filed April 6, 2021
File No. 333-255055
Dear Mr. Gogolashvili:
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 April 6, 2021
Cover Page
1. Please disclose the
percentage of your issued and outstanding shares owned, as a group,
by your officers and
directors. Also disclose what their voting power will be if all or
some of the shares are
sold in the offering. Make similar revisions at page 9 to expand
your risk factor
entitled "Our Director Will Continue to Exercise Significant Control . . . "
Gagi Gogolashvili, the sole officer and director, page 8
2. Please revise to
discuss the other business activities of your sole officer and director and
describe the nature of
the conflicts of interests, if any, that exist in relation to those
activities.
Gagi Gogolashvili
FirstName LastNameGagi Gogolashvili
Intorio, Corp.
Comapany
May 3, 2021NameIntorio, Corp.
May 3,
Page 2 2021 Page 2
FirstName LastName
Risk Factors
Our status as an "emerging growth company" under the JOBS ACT of 2012 may make
it more
difficult to raise capital when we need to do it, page 11
3. You disclose that you have elected to take advantage of the extended
transition period to
comply with new or revised accounting standards. However on pages 22
and 25, you
disclose that you irrevocably elected to opt out of the extended
transition period for
complying with new or revised accounting standards pursuant the JOBS
Act. Please
revise your disclosure to eliminate the inconsistency.
Use of Proceeds, page 14
4. In light of your disclosure that you may draw funds from certain
objectives if more funds
than estimated are required to complete other objectives, please
revise to clearly disclose
how you will prioritize your objectives for purposes of deciding which
ones to draw funds
from.
5. In the final paragraph in this section, you refer to the sale of
units, rather than common
stock. Please explain or revise for consistency.
Dilution, page 15
6. Based on your definition of net tangible book value, the amount you
disclose for net
tangible book deficit does not compute. Please advise or revise.
Description of Our Business, page 18
7. Please substantially revise your Business section and, to a lesser
extent, your Summary to
provide a comprehensive description of your products and services
(including how you
acquire and develop curriculum), your delivery methods (e.g., home
computer and
mobile), and your revenue models (including subscription models). In
this regard, we
note that your current disclosure provides only a broad overview of
your plans. In
addition, please explain how you will source and compensate your
instructors and how
you will determine "the lessons and programs they are qualified in."
To the extent that
you have entered into any material agreements related to the launch of
your business,
please file them as exhibits and describe their material terms.
8. You state that you intend to offer tutoring for high school and
university students. Please
clarify whether tutoring agreements will be made with individuals such
as students and
parents, with institutions such as school districts and universities,
or otherwise.
9. We note your disclosure in the final sentence on page 18 that your
website is fully
serviced and ready for use. Please clarify whether you are currently
offering courses. In
this regard, we note that users are prompted to submit applications
for training when they
navigate your site. If you are not currently offering courses, please
revise throughout the
Gagi Gogolashvili
FirstName LastNameGagi Gogolashvili
Intorio, Corp.
Comapany
May 3, 2021NameIntorio, Corp.
May 3,
Page 3 2021 Page 3
FirstName LastName
prospectus to disclose this fact prominently and update your Plan of
Operation to state
when you expect to begin offering courses.
Background Information About Our Officer and Director, page 28
10. Please revise the discussion of your management's business experience
to provide clear
disclosure regarding the activities of your sole officer and director
during the last five
years, including the companies at which he worked and the dates of
employment at each
company.
Certain Relationships and Related Transactions, page 31
11. Please disclose the aggregate purchase price of the 2,000,000 shares
of common stock
purchased on January 5, 2021.
12. Please file as an exhibit the agreement related to the loans from your
sole officer and
director.
Note 8 Subsequent Events, page F-10
13. Please disclose the date through which subsequent events have been
evaluated. Refer to
ASC 855-10-50-1a.
General
14. It appears that you are a shell company as defined in Securities Act
Rule 405, because
your only assets consist of cash and cash equivalents, and you have
nominal operations
and no revenues since inception. Accordingly, please revise your
prospectus, including
the cover page and prospectus summary, to disclose that you are a
shell company. Please
further disclose in the risk factors section, and elsewhere as
appropriate, the consequences,
challenges and risks of being a shell company, such as the
restrictions on your ability to
use registration statements on Form S-8, the limitations on the
ability of your security
holders to use Rule 144, and the potential for reduced liquidity (or
illiquidity) of your
securities.
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.
Gagi Gogolashvili
Intorio, Corp.
May 3, 2021
Page 4
You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at
(202) 551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman
at (202) 551-
3797 with any other questions.
FirstName LastNameGagi Gogolashvili Sincerely,
Comapany NameIntorio, Corp.
Division of
Corporation Finance
May 3, 2021 Page 4 Office of Trade &
Services
FirstName LastName