United States securities and exchange commission logo
February 7, 2023
Julio Murillo
Chief Executive Officer
Neolara Corp.
Contiguo a la Guardia de Asistencia Rural
San Vito, Coto Brus
Puntarenas, 60801, Costa Rica
Re: Neolara Corp.
Amendment No. 3 to
Registration Statement on Form S-1
January 24, 2023
File No. 333-267330
Dear Julio Murillo:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
December 5, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1. We note your response
to comment 1 and reissue our comment. It appears you have no
revenues and nominal
assets and that therefore you are a shell company as defined in Rule
405 of the Securities
Act of 1933. We note that you have only one employee, you do not
possess a patent for
the "special concrete," and will not for at least two years, and that you
do not have any
agreements in place for supplies or a factory. Further, the agreement that
you entered into with
an individual to provide services does not create an employee
relationship, but an
independent contractor relationship with no obligation to provide
services. We also note
that you have not paid, have not described any plan to pay, and
Julio Murillo
FirstName LastNameJulio Murillo
Neolara Corp.
Comapany7,NameNeolara
February 2023 Corp.
February
Page 2 7, 2023 Page 2
FirstName LastName
have not filed any promissory note, for a significant majority of the
purchase price for the
Futureproof Eco Solutions business In turn, the Futureproof business
also does not appear
to have operations and may also be a shell company. Further, to the
extent you are not
able to secure the funds to purchase Futureproof Eco Solutions within
5 months, it appears
that the agreement, along with the patent that this entity may hold in
the future, would be
null and void. It is not clear why having an agreement to acquire a
company with no
operations, and having no plan and no resources to pay for this
company, means that you
are a start up business or otherwise not a shell. Additionally, you
have not provided
disclosure indicating that you have any prospective business on the
horizon. Further, you
have not taken any significant steps to procure a factory to produce
the concrete. These
factors continue to suggest that your operations are more commensurate
in scope with a
shell company than a start-up company. Please disclose on the cover
page and in the
description of business section that you are a shell company and add
risk factor disclosure
highlighting the consequences of your shell company status. Discuss
the prohibition on
the use of Form S-8 by shell companies, and the conditions that must
be satisfied before
restricted and control securities may be resold in reliance on Rule
144.
2. We note your response to comment 2 of our letter and reissue. Section
(a)(2) of Rule 419
defines a blank check company as a company that is issuing penny stock
that is a
development stage company that has no specific business plan or
purpose or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company
or companies, or other entity. In discussing this definition in the
adopting release, the
Commission stated that it would scrutinize offerings for
attempts to create the
appearance that the registrant has a specific business plan, in an
effort to avoid the
application of Rule 419. See Securities Act Release No. 33-6932
(April 28, 1992). Your
disclosure indicates that you are a development stage company with no
operations and
whose only asset is a "business acquisition" for which you have not
paid and for which
your disclosure indicates no plan or resources available to pay, and
which also does not
appear to have operations and may be a shell company as well. We note
that you have no
financing in place to acquire the business and that it is not clear
how you will acquire the
business in the next five months. Further, the agreement that you
entered into with an
individual to provide services does not create an employee
relationship, but an
independent contractor relationship with no obligation to provide
services. Additionally,
you have not provided disclosure indicating that you have any
prospective business on the
horizon. Further, you have not taken any significant steps to procure
a factory to produce
the concrete. In view of the foregoing, it appears that your proposed
business may be
commensurate in scope with the uncertainty ordinarily associated with
a blank check company. Accordingly, please revise your disclosure
throughout your
registration statement to comply with Rule 419 of Regulation C or
supplementally provide
a detailed explanation as to why Rule 419 does not apply to this
offering. If you believe
that you do not fall within the definition of a blank check company,
appropriate disclosure
to demonstrate your status as a non-blank check company should be
included in the
prospectus as well as a specific business plan. Please refer to Item
101(a)(2) of
Julio Murillo
Neolara Corp.
February 7, 2023
Page 3
Regulation S-K.
You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
FirstName LastNameJulio Murillo
Division of
Corporation Finance
Comapany NameNeolara Corp.
Office of Real Estate
& Construction
February 7, 2023 Page 3
cc: Mont E. Tanner, Esq.
FirstName LastName