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CORRESP
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 nftn_corresp.htm Securities and Exchange Commission Page 1 of 2 May 2 , 2025 Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 E-mail: tpuzzo@puzzolaw.com May 2 , 2025 VIA EDGAR Office of Energy and Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: NFiniTi Inc. Preliminary Information Statement on Schedule 14C Filed February 28, 2025 File No. 333-180164 Dear Sir or Madam: On behalf of our client, NFiniTi Inc. , Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated April 29 , 2025, with respect to the above referenced Preliminary Information Statement on Schedule 14C . The text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response . Please note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 3 to Preliminary Information Statement on Schedule 14C , filed with the Commission on May 2 , 2025 . Response dated April 21, 2025 General 1. We note your response to prior comment 1. We also note that your information statement discloses that immediately prior to the consummation of the Share Exchange Agreement, your Articles of Incorporation authorized only 450,000,000 shares of common stock and 120,000,000 shares were already issued and outstanding, leaving 330,000,000 shares authorized to issue to Summit Consumer Products, which is an insufficient number of shares to complete the issuance of all 15,788,578,500 shares under the terms and conditions of the Share Exchange Agreement, and that the reverse stock split will have the effect of creating newly available authorized shares of common stock to complete the transactions contemplated by the Share Exchange Agreement. Additionally, we note you have incorporated by reference the information required by Items 13 and 14 of Schedule 14A. As you appear ineligible to use Form S-3, please revise your information statement to include the information required by Items 13 and 14 of Schedule 14A or provide us with a detailed legal analysis explaining why you believe you are not required to provide some or all of this information. In that regard we note the information required by Item 13(a) may be incorporated by reference to the same extent as would be permitted by Form S-3 and the information required by Item 14 information may be incorporated by reference to the same extent as would be permitted by Form S-4 pursuant to Item 14(e)(1) to Schedule 14A and Form S-4 allows incorporation by reference where a company meets the requirements of Form S-3. Securities and Exchange Commission Page 2 of 2 May 2 , 2025 Company response : The Company has included the information required by Item 14 of Schedule 14A on pages 10 to 14 of the Schedule 14C , and the information required by Item 13 of Schedule 14A as Appendix C and Appendix D to Schedule 14C. 2. We note your response to prior comment 2 and reissue the comment. As the transactions contemplated by the Share Exchange Agreement relate to an acquisition that will not be completed until the reverse stock split is approved, please explain the basis for coding your submission as "PRE14C" rather than "PREM14C." Company response : The Share Exchange Agreement is closed and no stockholder approval was required . PRE14C is the code required for a n amendment to Articles of Incorporation related to a name change and a reverse stock split. Please contact the undersigned with any questions or comments. Very truly yours , LAW OFFICES OF THOMAS E. PUZZO, PLLC /s/ Thomas E. Puzzo Thomas E. Puzzo cc: Brian Johnston Michael Noble Neville Joanes