December
18, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street NE
Washington,
D.C. 20549
| Re: |
International
Land Alliance, Inc.
Request
to Withdraw Registration Statement on Form S-1
Filed
January 10, 2025
File
No. 333-284194 |
Ladies
and Gentlemen:
International
Land Alliance, Inc. (the “Company”) respectfully requests, pursuant to Rule 477(a) under the Securities Act of 1933,
as amended (the “Act”), the immediate withdrawal of its Registration Statement on Form S-1 (File No. 333-284194),
filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2025, together with all exhibits
thereto (collectively, the “Registration Statement”).
The
Company has determined to withdraw the Registration Statement as it no longer plans to consummate the offering described in the Registration
Statement. The Registration Statement has not been declared effective by the Commission and the Company confirms that no securities have
been sold pursuant to the Registration Statement. Therefore, withdrawal of the Registration Statement is consistent with the public interest
and the protection of investors as contemplated by Rule 477(a).
The
Company also requests that, in accordance with Rule 457(p) of the Act, all fees paid to the Commission in connection with the filing
of the Registration Statement be credited for future use.
If
you have any questions or require further information regarding this application for withdrawal, please do not hesitate to contact the
Company’s legal counsel, Scott Linsky of Lucosky Brookman LLP at (732) 395-4408.
| Very
truly yours, |
|
| |
|
| /s/
Jason Sunstein |
|
| |
|
| Jason
Sunstein |
|
| Chief
Financial Officer and Director |
|
| International
Land Alliance, Inc. |
|
| cc: |
Scott
Linsky, Lucosky Brookman LLP |
