SEC Company Response from FIRST CAPITAL INTERNATIONAL INC (CIK 0001072842) — Nov 29, 2021
FIRST CAPITAL INTERNATIONAL INC (CIK 0001072842)
Date: Nov. 29, 2021 · CIK: 0001072842 · Accession: 0001185185-21-001766
AI Filing Summary & Sentiment
File numbers found in text: 000-26271
Referenced dates: November 22, 2021
Letter
Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Re: First Capital International, Inc. Registration Statement on Form 10-12G Filed October 28, 2021 File No. 000-26271
Dear Mr. Austin,
Set forth below are the responses of First Capital International, Inc. (the “Company,” “we” and “us”) to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) to the Company’s Registration Statement on Form 10, filed October 28, 2021. The Staff’s comments were contained in the letter to the Company dated November 22, 2021.
Form 10-12G filed on October 28, 2021
Cautionary Note Regarding Forward-Looking Statements, page 1
1.
On page 11, you disclose that your common stock will likely be deemed a "penny stock." As such, please revise to remove references Section 27A of the Securities Act and Section 21E of the Exchange Act. The statutory safe harbors for forward-looking statements provided by these sections are not available to issuers of penny stocks.
In response to the Staff’s Comment 1, we have revised the disclosure in the Cautionary Note Regarding Forward-Looking Statements to remove references to Section 27A of the Securities Act and Section 21E of the Exchange Act.
Page 1 of 2
The Company's officers and directors may allocate time to other businesses activities, page 8
2.
We note your disclosure that your management is engaged in other business endeavors and is not obligated to contribute any specific number of hours per week to your affairs. Please revise to provide an estimate of the number of hours per week that Alex Genin anticipates devoting to your affairs.
In response to the Staff’s Comment 2, we have revised the disclosure in the referenced risk factor to include the number of hours per week that we presently anticipate Mr. Genin will devote to our affairs.
Exhibits
3.
Please ensure you file all of the exhibits required by Item 601 of Regulation S-K. For example, please file the certificate of designation for your Series A Convertible Preferred Stock.
We have added Exhibit 4.1, the Certificate of Designation of Series A Convertible Preferred Stock, to the exhibit table of the Form 10.
If you should need clarification or any additional information in connection with your inquiries, please contact me. Thank you for your help in this matter.
Very truly yours,
/s/ Alex Genin
Show Raw Text
CORRESP 1 filename1.htm firstcap20211129_corresp.htm First Capital International, Inc. 5829 W Sam Houston Pkwy N, Suite 405 Houston, Texas 77041 Telephone: (713) 629-4866 November 29, 2021 Division of Corporation Finance Office of Technology Attn: Mitchell Austin, Staff Attorney United States Securities and Exchange Commission 100 F. Street NE Washington, D.C. 20549 Re: First Capital International, Inc. Registration Statement on Form 10-12G Filed October 28, 2021 File No. 000-26271 Dear Mr. Austin, Set forth below are the responses of First Capital International, Inc. (the “Company,” “we” and “us”) to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) to the Company’s Registration Statement on Form 10, filed October 28, 2021. The Staff’s comments were contained in the letter to the Company dated November 22, 2021. Form 10-12G filed on October 28, 2021 Cautionary Note Regarding Forward-Looking Statements, page 1 1. On page 11, you disclose that your common stock will likely be deemed a "penny stock." As such, please revise to remove references Section 27A of the Securities Act and Section 21E of the Exchange Act. The statutory safe harbors for forward-looking statements provided by these sections are not available to issuers of penny stocks. In response to the Staff’s Comment 1, we have revised the disclosure in the Cautionary Note Regarding Forward-Looking Statements to remove references to Section 27A of the Securities Act and Section 21E of the Exchange Act. Page 1 of 2 The Company's officers and directors may allocate time to other businesses activities, page 8 2. We note your disclosure that your management is engaged in other business endeavors and is not obligated to contribute any specific number of hours per week to your affairs. Please revise to provide an estimate of the number of hours per week that Alex Genin anticipates devoting to your affairs. In response to the Staff’s Comment 2, we have revised the disclosure in the referenced risk factor to include the number of hours per week that we presently anticipate Mr. Genin will devote to our affairs. Exhibits 3. Please ensure you file all of the exhibits required by Item 601 of Regulation S-K. For example, please file the certificate of designation for your Series A Convertible Preferred Stock. We have added Exhibit 4.1, the Certificate of Designation of Series A Convertible Preferred Stock, to the exhibit table of the Form 10. If you should need clarification or any additional information in connection with your inquiries, please contact me. Thank you for your help in this matter. Very truly yours, /s/ Alex Genin Alex Genin, President and CEO cc: Olivia Bobes, Law Clerk Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Page 2 of 2