SEC Comment Letter 0000000000-24-013062 to Marquie Group, Inc. (TMGI) (CIK 0001434601) (TMGI)
Marquie Group, Inc. (TMGI) (CIK 0001434601)
Date: Nov. 25, 2024 · CIK: 0001434601 · Accession: 0000000000-24-013062
AI Filing Summary & Sentiment
File numbers found in text: 333-282485
Letter
November 25, 2024 Marc Angell Chief Executive Officer Marquie Group, Inc. 7901 4th Street North, Suite 4887 St. Petersburg, FL 33702 Re:Marquie Group, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed November 15, 2024 File No. 333-282485 Dear Marc Angell: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 13, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 Summary of Equity Commitment Agreement, page 28 We note your response to prior comment 3. Please revise to include the term of the Equity Commitment Agreement, as well as the material risks of an investment in the company and in the offering, including the dilutive effect of the formula or pricing mechanism on the company's share price and the possibility that the company may not have access to the full amount available to it under the equity line. Please also disclose the material market making activities of the investor, including any short selling of the company's securities or other hedging activities that the investor may or has engaged in, including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement and review decision, and how the investor 1.
November 25, 2024 Page 2 intends to distribute the securities it owns or will acquire. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Jeff Turner
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November 25, 2024
Marc Angell
Chief Executive Officer
Marquie Group, Inc.
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
Re:Marquie Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-282485
Dear Marc Angell:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 13,
2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Summary of Equity Commitment Agreement, page 28
We note your response to prior comment 3. Please revise to include the term of the
Equity Commitment Agreement, as well as the material risks of an investment in the
company and in the offering, including the dilutive effect of the formula or pricing
mechanism on the company's share price and the possibility that the company may not
have access to the full amount available to it under the equity line. Please also disclose
the material market making activities of the investor, including any short selling of the
company's securities or other hedging activities that the investor may or has engaged
in, including prior to entering into the agreement and prior to the receipt of any shares
pursuant to the terms of the agreement and review decision, and how the investor 1.
November 25, 2024
Page 2
intends to distribute the securities it owns or will acquire.
Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeff Turner