Calor Del Sol Inc. Amends Securities Registration

Calor Del Sol INC. S-1/A Filing Summary
FieldDetail
CompanyCalor Del Sol INC.
Form TypeS-1/A
Filed DateDec 26, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.03, $33,296, $29,296, $90,000, $266.00
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, s-1/a, securities-offering

TL;DR

Calor Del Sol Inc. filed an S-1/A, amending its registration for a public securities offering. Expect potential stock movement.

AI Summary

Calor Del Sol Inc. filed an S-1/A amendment on December 26, 2024, for its registration statement. The company, incorporated in Nevada with its principal executive offices in Bellevue, WA, is in the retail apparel and accessory stores sector. This filing is an amendment to a previous registration, indicating ongoing efforts to register securities for public sale.

Why It Matters

This S-1/A filing signifies Calor Del Sol Inc.'s continued efforts to register securities for public offering, which could lead to new investment opportunities or dilution for existing shareholders.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate early-stage companies or significant corporate actions, which carry inherent market and execution risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this S-1/A filing?

This S-1/A filing is an amendment to a registration statement under the Securities Act of 1933, indicating Calor Del Sol Inc. is updating information related to a proposed public offering of its securities.

When was this amendment filed?

This amendment (S-1/A) was filed on December 26, 2024.

What industry does Calor Del Sol Inc. operate in?

Calor Del Sol Inc. operates in the RETAIL-APPAREL & ACCESSORY STORES sector, with SIC code 5600.

Where are Calor Del Sol Inc.'s principal executive offices located?

The company's principal executive offices are located at 1400 112th Ave. SE, Suite 100, Bellevue, WA 98004.

Who is the agent for services for Calor Del Sol Inc. in Nevada?

The agent for services is State Agent & Transfer Syndicate, Inc., located at 112 North Curry Street, Carson City, Nevada, 89703-4934.

Filing Stats: 4,868 words · 19 min read · ~16 pages · Grade level 12 · Accepted 2024-12-26 10:04:56

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 14

USE OF PROCEEDS

USE OF PROCEEDS 14 DETERMINATION OF OFFERING PRICE 15

DILUTION

DILUTION 15 DESCRIPTION OF BUSINESS 20

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 24 FACILITIES 25 EMPLOYEES AND EMPLOYMENT AGREEMENTS 25 DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 26

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 PLAN OF DISTRIBUTION 29

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 30 NEVADA ANTI-TAKEOVER LAWS 31 RULE 144 AND REGISRATION AGREEMENTS 33 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 33 LEGAL MATTERS 33 INTERESTS OF NAMED EXPERTS AND COUNSEL 33 AVAILABLE INFORMATION 34 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 34

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 34 Part 2 – INFORMATION NOT REQUIRED IN THE PROSPECTUS 35 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 35 INDEMNIFICATION OF DIRECTORS AND OFFICERS 35 RECENT SALES OF UNREGISTERED SECURITIES 35 EXHIBITS 36 UNDERTAKINGS 37

SIGNATURES

SIGNATURES 40 WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS TO MAKE YOUR INVESTMENT DECISION. 5 Table of Contents In this prospectus, unless otherwise specified references to "the Company", "our Company", "we", "us", or "our" refers to Calor Del Sol Inc. The following summary is not complete and does not contain all of the information that may be important to you. All financial information is stated in United States Dollars unless otherwise specified. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. PROSPECTUS SUMMARY This summary provides highlights of selected information contained in this prospectus. It does not contain all the information you should consider before investing in the shares we are offering. Before making an investment decision, you should read the entire prospectus carefully and thoroughly, including the "Risk Factors" section, the financial statements and the notes to the financial statements. Calor Del Sol Inc. is a company with nominal operations and has assets consisting solely of cash and cash equivalents, therefore making it a shell company. Consequently, there will be illiquidity of any future trading market until the market is no longer considered a shell company. Calor Del Sol Inc., since incorporation, has not made any purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations nor has the Company have any plans nor does any of its stockholders have any plans to merge into an operating company, to enter into

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In the event our common stock fails to become publicly traded you may lose all or part of your investment. RISKS ASSOCIATED TO OUR BUSINESS WE ARE A RECENTLY ORGANIZED EARLY STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We were incorporated on May 24, 2022 and to date we have been involved primarily in organizational activities. We have not yet commenced business operations. Further, we have not yet fully developed our business plan, or our management team, nor have we targeted or assembled any real or intangible property rights. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by a new niche market online sales activity and the high rate of failure for such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to production, the market acceptance of our product, online store, developing relationships with suppliers, distribution and challenges, and additional costs and expe

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