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United States securities and exchange commission logo

                               June 4, 2024

       Michael Cavanaugh
       Chief Executive Officer
       RANGE IMPACT, INC.
       200 Park Avenue, Suite 400
       Cleveland, Ohio 44122

                                                        Re: RANGE IMPACT, INC.
                                                            Registration
Statement on Form S-1
                                                            Filed May 8, 2024
                                                            File No. 333-279203

       Dear Michael Cavanaugh:

                                                        We have reviewed your
registration statement and have the following comments.

              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.

       Registration Statement on Form S-1

       General

   1.                                                   We note your disclosure
that your Common Stock is traded on the OTC Pink Sheets tier
                                                        of the OTC Markets
under the symbol "RNGE" and that the selling stockholders may sell
                                                        the shares (i) on the
OTC Pink Sheets market or otherwise; (ii) at market prices, which
                                                        may vary during the
offering period, or at negotiated prices; (iii) in ordinary brokerage
                                                        transactions, block
transactions, or in privately negotiated transactions; or (iv) in a
                                                        combination of these
methods. Please note that we do not consider the OTC Pink Sheets
                                                        to constitute a
sufficient existing market, under Item 501(b)(3), for selling shareholders to
                                                        offer their shares at
market prices. Therefore, please revise here and throughout the
                                                        prospectus that the
offering price will be at a fixed price for the duration of the offering or
                                                        revise the OTC Market
system on which your shares will be quoted and on which selling
                                                        shareholders may sell
at market prices. Refer to Item 201(a)(1)(iii) of Regulation S-K,
                                                        which provides that
"the existence of limited or sporadic quotations" such as the Pink
                                                        Sheets "should not of
itself be deemed an established public trading market." Please revise
 Michael Cavanaugh
FirstName  LastNameMichael Cavanaugh
RANGE IMPACT,     INC.
Comapany
June 4, 2024NameRANGE IMPACT, INC.
June 4,
Page 2 2024 Page 2
FirstName LastName
         your disclosure here and in your Plan of Distribution section
accordingly.
Our Business, page 4

2.       Please provide a full discussion of the general development of your
business including
         the businesses and relationships with and among Vitality Biopharma,
Inc. and Malachite
         Innovations, Inc. Please file as an exhibit the December 14, 2023
merger agreement
         between Range Impact, Inc. and Malachite Innovations, Inc.
3.       Please provide an expanded description of the Range Reclaim business
including the
         various land reclamation, water restoration and environmental
consulting services you
         provide, and any dependence on revenue-generating activities, key
products, services or
         customers, including governmental customers. Also, describe clearly
the Range Minerals
         business including the activities at the Fola mine. Refer to Item
101(h)(4) of Regulation S-
         K.
4.       Given your operations in the cannabinoid and mining fields among
others, clearly discuss
         the effect of existing or probable governmental regulations on the
business, including
         whether you have received any licenses from the DEA in connection with
your
         cannabinoid research.
5.       We note that much of the disclosure in your Form 10-K which you have
incorporated by
         reference appears to be as of December 31, 2023. Please provide
updated disclosure as
         required by Item 11A of Form S-1. For example, please provide updated
disclosure
         regarding your business and provide the disclosure required by Items
401, 403 and 404 of
         Regulation S-K as of the most recent practicable date. It is unclear,
for example, where
         you provided a description of your Chief Financial Officer, Patricia
Missal's experience.
Selling Stockholders, page 9

6.       We note your disclosure on page 9 regarding certain transactions with
Indemnity
         National Insurance Company including that the Indemnity National
Warrants were
         subsequently exchanged for 1,333,333 shares of your Common Stock
pursuant to a
         Warrant Exchange Agreement, dated as of October 30, 2023 and that
subsequently, on
         August 24, 2023, the Company and Indemnity National entered into a
securities purchase
         agreement pursuant to which Indemnity National acquired 6,666,667
shares of your
         Common Stock at a price of $0.15 per share in consideration of
$1,000,000 in cash.
         However, we noted you have provided no such disclosure in the
description of your
         related party transactions. Please revise or advise us as appropriate.
7.       We note your disclosure on page 9 that your selling securityholders
may sell their
         securities in one or more underwritten offerings on a firm commitment
or best efforts
         basis. Please confirm your understanding that the retention by a
selling stockholder of an
         underwriter would constitute a material change to your plan of
distribution requiring a
         post-effective amendment. Refer to your undertaking provided pursuant
to Item
         512(a)(1)(iii) of Regulation S-K.
 Michael Cavanaugh
FirstName  LastNameMichael Cavanaugh
RANGE IMPACT,     INC.
Comapany
June 4, 2024NameRANGE IMPACT, INC.
June 4,
Page 3 2024 Page 3
FirstName LastName
Plan of Distribution, page 11

8.       We note your statement that the selling stockholders "may use any one
or more of the
         following methods when selling securities     any other method
permitted pursuant to
         applicable law.    You are required to describe the plan of
distribution to be used. Revise to
         delete the statement that the selling security holder may use    any
other method permitted
         pursuant to applicable law.
Incorporation of Certain Information by Reference, page 15

9.       It appears you are attempting to incorporate by reference the
description of your securities
         in the Form 8-A filed on November 10, 2009. The 8-A filed on that date
appears to
         incorporate by reference the description of your securities from
another earlier
         filing. Disclosure must not be incorporated by reference from a second
document if that
         second document incorporates information pertinent to such disclosure
by reference to a
         third document. Refer to Securities Act Rule 411(e). Please revise.
Also, the description of
         your securities from your earlier filing does not appear to include
all the current material
         terms of the securities including the choice of forum provisions in
section 7.1 of your
         bylaws. Please update the description of your securities accordingly.
10.      We note that your forum selection provision identifies a state or
federal court located
         in Cuyahoga County in the State of Ohio court as the exclusive forum
for
         certain litigation, including any    derivative action.    Please
disclose whether this provision
         applies to actions arising under the Securities Act or Exchange Act.
If so, please also state
         that there is uncertainty as to whether a court would enforce such
provision. If the
         provision applies to Securities Act claims, please also state that
investors cannot waive
         compliance with the federal securities laws and the rules and
regulations thereunder. In
         that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
         for federal and state courts over all suits brought to enforce any
duty or liability created by
         the Securities Act or the rules and regulations thereunder. If this
provision does not apply
         to actions arising under the Securities Act or Exchange Act, please
also ensure that the
         exclusive forum provision in the governing documents states this
clearly, or tell us how
         you will inform investors in future filings that the provision does
not apply to any actions
         arising under the Securities Act or Exchange Act.
11.      Please note that the completion of our review of your registration
statement is subject to
         the resolution of our comments on your December 31, 2023 Form 10-K. To
the extent
         applicable, please revise your registration statement disclosures to
address our comments
         in the Form 10-K.
Recent Sales of Unregistered Securities, page 17

12.      For each transaction disclosed here, please revise to identify the
exemption from
         registration claimed and to state briefly the facts relied upon to
make the exemption
         available. Please refer to Item 701 of Regulation S-K.
 Michael Cavanaugh
RANGE IMPACT, INC.
June 4, 2024
Page 4
Signatures, page 19

13.    Please revise the signature section to also have Patricia Missal sign
below the signature
       block which references this registration statement has been signed by
the following
       persons in the capacities and on the dates indicated to confirm she is
signing in her
       capacities as Principal Accounting Officer and Principal Financial
Officer.
Exhibits

14.    Given you have filed other registration statements in the past, please
provide a
       revised legal opinion which refers specifically to this registration
statement and the
       amount of securities being registered. Also, as this is a resale
registration statement please
       revise the opinion to address whether the securities will be, when sold
legally issued, fully
       paid, and non-assessable, rather than when issued as the opinion
currently states.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other questions.

                                                              Sincerely,
FirstName LastNameMichael Cavanaugh
                                                              Division of
Corporation Finance
Comapany NameRANGE IMPACT, INC.
                                                              Office of Real
Estate & Construction
June 4, 2024 Page 4
cc:       Howard M. Groedel, Esq.
FirstName LastName
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