Correspondence 0001683168-24-004342 from Maison Luxe, Inc. (MASN) (CIK 0001486452) (MASN)
Maison Luxe, Inc. (MASN) (CIK 0001486452)
Date: June 20, 2024 · CIK: 0001486452 · Accession: 0001683168-24-004342
AI Filing Summary & Sentiment
File numbers found in text: 024-12409
Referenced dates: April 5, 2024
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CORRESP
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NEWLAN LAW FIRM, PLLC
2201 Long Prairie Road, Suite 107-762
Flower Mound, Texas 75022
June 20, 2024
Rucha Pandit
Office of Trade & Services
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Maison Luxe, Inc.
Offering Statement on Form 1-A
Filed March 11, 2024
File No. 024-12409
Dear Ms. Pandit:
This is in response to the
letter of comment of the Staff dated April 5, 2024, relating to the captioned Offering Statement on Form 1-A of Maison Luxe, Inc. (the
“Company”). Each of the Staff’s comments are addressed below, seriatim:
Offering Statement on Form 1-A
Offering Circular Summary, page 2
1. Please consider revising the section captioned "Our Company" to briefly discuss the Maison
Luxe Business.
Additions have been made to
the subject disclosure, in response to such comment.
Description of Securities, page 15
2. We note your disclosure here that your "authorized capital stock consists of 1,200,000,000 shares
of common stock" and that "[a]s of the date of this Offering Circular, there were 229,966,409 shares of . . . common stock issued
and outstanding." However, the disclosure on page F-16 indicates that as of December 23, 2023, you had 807,720,222 common stock equivalents
outstanding. In this regard, it appears that your current authorized capital stock of 1,200,000,000 is not sufficient to settle all potential
exercises of common stock equivalents and cover the maximum of 500,000,000 shares you are offering.
Please advise and, to the extent
applicable, explain how you intend to cure the deficit in your authorized capital stock.
Please be advised that the
Company has increased its authorized shares of common stock to 1,700,000,000 shares, which is sufficient to cover both the potential exercises
of common stock equivalents and the potential issuances of Offered Shares in the Company’s offering. In this regard, please see
the Company’s Certificate of Amendment filed as Exhibit 2.15.
Management's Discussion and Analysis of
Financial Condition and Results of Operations Effects of COVID-19, page 19
3. Please confirm that your narrative disclosure regarding the COVID-19 pandemic describes the current
state of risk to your business or alternatively, update and/or delete your disclosure, as appropriate. In this regard, although we note
your representation that "[a]s of the date of this Offering Circular, there exist significant uncertainties regarding the current
novel Coronavirus (COVID-19) pandemic, including the scope of health issues, the possible duration of the pandemic and the extent of local
and worldwide social, political and economic disruption it may cause in the future," we also note that many of the COVID-19 restrictions
in the United States were lifted in first few months of 2022. Additionally, we note you "believe the COVID-19 pandemic has had a
discernable short-term negative impact on [y]our product sales." To the extent possible, please revise to quantify the negative impacts
COVID-19 has had on your business and operations, if this statement is still applicable. Lastly, please revise the risk factors on page
4 related to COVID-19 to more specifically discuss the risks it has presented and may continue to present to your business and operations,
as applicable.
Please be advised that the
disclosure has been updated, in response to such comment, to delete references to COVID-19, as that pandemic no longer impacts the Company
and its operations.
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Executive Compensation Employment Agreement,
page 25
4. We note your disclosure here that you "have not entered into an employment agreement with [y]our
sole officer, Anil Idnani." However, pages F-23 and F-24 indicate that in May 2022, the company executed three-year employment agreements
with its Chief Executive Officer and a family member related to its Chief Executive Officer, respectively. We also note the disclosure
on page 27 refers to a Director Agreement with John Cormier. Please advise or revise your disclosure here and elsewhere as appropriate
to clarify the extent to which you have entered into any employment agreements. Lastly, to the extent applicable, please file as exhibits
any relevant employment agreements or tell us why you are not required to do so. Refer to Item 17.6 in Part III of Form 1-A.
Please be advised that the
disclosure has been revised to reflect the existence of employment agreements with Anil Idnani and Raj Idnani, in response to such comment.
In this regard, please see the employment agreements of Messrs. Anil Idnani and Raj Idnani filed as Exhibits 6.14 and 6.15, respectively.
Legal Matters, page 29
5. We note your disclosure that "Newlan Law Firm, PLLC beneficially owns 640 shares of our common
stock." However, we also note counsel's representation in the last paragraph of Exhibit 12.1 indicating that New Law Firm "own[s]
no shares of the Company’s common stock, nor any other securities of the Company." Please advise or revise as appropriate.
Please be advised that revisions
have been made to clarify counsel’s ownership, in response to such comment.
Exhibits
6. We note Exhibit 12.1 states that "this opinion relates to 500,000,000 shares of the Company’s
$.00001 par value common stock." However, we also note that the fourth paragraph only appears to opine on "300,000,000 Company
Shares being offered by the Company." Please have counsel revise its legality opinion, as applicable.
Please be advised that revisions
have been made to the legality opinion and Exhibit 12.1 refiled, in response to such comment.
General
7. We note your disclosure in clause 6 of Exhibit 4.1 that "[a]ll questions concerning the construction,
validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be
governed by and construed and enforced in accordance with the internal laws of the State of Nevada" and that "[e]ach party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Las Vegas, Nevada, for the adjudication of
any dispute hereunder or in connection herewith." Please advise whether you intend for this exclusive forum provision to extend to
derivative actions relating to federal securities law claims. In this regard, we note that this exclusive forum provision is included
in your subscription agreement but not your governing documents. To the extent applicable, please add a standalone risk factor and revise
your disclosure in the section captioned "Description of Securities" to clearly and prominently describe the provision and address
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. Lastly, please expand your risk factor to highlight the material
impact and risks to shareholders related to this exclusive forum provision. Such risks may include, but are not limited to, increased
costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial
forum that they find favorable. Alternatively, 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 Subscription Agreement states this clearly and 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.
Please revise to provide similar disclosure regarding the waiver of jury trial provision and address whether the provision applies to
purchasers in secondary transactions.
Please be advised that Section
6 of the Subscription Agreement has been revised and Exhibit 4.1 refiled, in response to such comment.
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8. The subscription agreement filed as Exhibit 4.1 includes the following disclaimer: "In making
an investment decision, investors must rely on their own examinations of the Company and the terms of the offering to which this Subscription
Agreement relates, including the merits and risks involved. Each prospective investor should consult such investor’s own counsel,
accountants and other professional advisors as to investment, legal, tax and other related matters concerning such investor’s proposed
investment in the Company." Note that it is not appropriate to state or imply that investors cannot rely on the disclosure in the
Offering Circular or Subscription Agreement. Please revise or remove this disclaimer. Further, the subscription agreement states that
the maximum offering amount is 200,000,000 shares. Revise to reflect the amount of shares you are offering under this Offering Circular.
Please be advised that the
Subscription Agreement has been revised and Exhibit 4.1 refiled, in response to such comments.
_______________________________________________
We believe that this filing
is now in order for qualification.
Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.
Thank you for your attention
in this matter.
Sincerely,
NEWLAN LAW FIRM, PLLC
By: /s/ Eric Newlan
Eric Newlan
Managing Member
cc: Maison Luxe, Inc.
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