SecProbe.io

CORRESP
1
filename1.htm

    Howard
    Groedel

    Partner

    DIRECT

    216.583.7118

    DIRECT
    FAX

    216.583.7119

    EMAIL

    hgroedel@ubglaw.com

August
8, 2024

VIA
EDGAR SUBMISSION

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ruari Regan and David Link

Office
of Real Estate & Construction

    Re:
    Range
                                            Impact, Inc.

    Annual
    Report on Form 10-K

    Filed
    March 29, 2024

    File
    No. 000-53832

Ladies
and Gentlemen:

This
letter is submitted on behalf of Range Impact, Inc. (the “Company”) in response to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s
Annual Report on Form 10-K filed on March 29, 2024 (the “Form 10-K”), as set forth in your letter dated June 4, 2024
addressed to Michael Cavanaugh, Chief Executive Officer of the Company (the “Comment Letter”).

For
reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the numbered comment.

The
responses provided herein are based upon information provided to UB Greensfelder LLP by the Company.

Annual
Report on Form 10-K:

Mine
Safety Disclosure, page 35

    1.
    We
    note your statement on page 5 that Range Natural also mines, directly and through subcontractors, natural resources, including coal,
    for customers incidental to the reclamation and repurposing of mine sites. We also note the disclosure on page 35 regarding mine
    safety disclosure which states not applicable. A registrant that is an operator, or that has a subsidiary that is an operator, of
    a coal or other mine must provide the information required by Item 104 of Regulation S-K. Please revise.

RESPONSE:
In response to the Staff’s comment, the Company has filed a Form 10-K/A on August 8, 2024 (“Form 10-K/A”) disclosing
the information required by Item 104 of Regulation S-K. Please be advised that effective December 29, 2023, the Company ceased being
the operator of a coal or other mine, and therefore, no disclosures under Item 104 of Regulation S-K were required in filings for periods
after such date.

BOCA
                                            RATON        CHICAGO        CINCINNATI
                                                   CLAYTON, MO        CLEVELAND
                                                   COLUMBUS, OH        NEW
                                            YORK        SO. ILLINOIS        ST.
                                            LOUIS        WASHINGTON, DC

UBGLAW.COM

    1660
                                            West 2nd Street

    Suite
    1100

    Cleveland,
    OH 44113-1406

    FIRM

    216.583.7000
    FAX

    216.583.7001

United
States Securities and Exchange Commission

August
8, 2024

Page
2

Management’s
Discussion and Analysis, page 37

    2.
    Refer
    to the management’s discussion and analysis disclosure incorporated by reference from your most recent form 10-K and 10-Q.
    We note little or no discussion of the reasons for the increases in revenue for the financial periods presented. Please provide a
    substantially expanded management’s discussion and analysis that addresses clearly the reasons for the changes in your financial
    results. Your discussion should not merely be a recitation of financial statements in narrative form but should address those key
    variables and other qualitative and quantitative factors which are peculiar to and necessary for an understanding and evaluation
    of the company. See Instruction 3 to Item 303(b)of Regulation S-K and refer to Section III.B. of Securities Act Release No. 33-8350
    for guidance.

RESPONSE:
The Company has revised management’s discussion and analysis disclosures in its Form 10-K/A to more fully disclose the reasons
for the changes in its financial results for the comparable periods.

    3.
    Please
    describe the material terms of your principal indebtedness. Also, file the agreements governing such indebtedness as exhibits.

RESPONSE:
A description of the Company’s principal indebtedness appears on page 50 of the Form 10-K/A and the agreements and promissory notes
reflecting such indebtedness have been added as exhibits to the Form 10-K/A.

Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 49

    4.
    Please
    identify the natural person or persons who, directly or indirectly, exercise sole or shared voting and/or investment powers with
    respect to the shares held by each 5% owner who is not a natural person.

RESPONSE:
The Company has been advised by Indemnity National Insurance Company that its Chairman, David Wiley, indirectly exercises sole voting
and investment powers with respect to the shares of the Company reflected in the table beneficial ownership table in Item 12, “Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”.

Signatures,
page 53

    5.
    The
    Form 10-K should be signed by its principal financial officer or officers and its controller or principal accounting officer. Refer
    to General Instruction (D)(2)(a) of Form 10-K. Please revise.

RESPONSE:
The Form 10-K/A has been signed by Patricia Missal, the Company’s principal financial officer and principal accounting officer.

  Very truly yours,

  /s/ Howard Groedel

  Howard Groedel