Correspondence 0001493152-25-002532 from M2i Global, Inc. (MTWO) (CIK 0001753373) (MTWO)
M2i Global, Inc. (MTWO) (CIK 0001753373)
Date: Jan. 16, 2025 · CIK: 0001753373 · Accession: 0001493152-25-002532
AI Filing Summary & Sentiment
File numbers found in text: 024-12517
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Ms. Rucha Pandit / Ms. Taylor Beech Re: M2i Global, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed January 10, 2025 File No. 024-12517
Dear Ms. Pandit and Ms. Beech:
On behalf of M2i Global, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of January 14, 2025 with respect to the Company’s Amendment No. 2 to its Offering Statement on Form 1-A (the “Form 1-A/A”) as noted above.
For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 3 to the Form 1-A (the “1-A/A”) submitted concurrently with the submission of this letter in response to the Staff’s comments.
Amendment No. 2 to Offering Statement on Form 1-A
General
1. We note your response and revised disclosure in response to prior comment 2 and reissue it in part. Please include the values of the Bonus Shares and the per share transaction fee in the maximum aggregate offering price attributable to securities being offered on behalf of the issuer in Part I, Item 4 of Form 1-A. In this regard, it appears you have not included the transaction fee and continue to state a price per security of $1.20 rather than $2.20, the top of the range. This value should match the $56,099,998.50 value you have included in the table on the cover of your offering circular. Please further revise the table on the cover of your offering circular to update the number of shares to include the Bonus Shares, update the assumed offering price to the public to reflect $2.20 per share, update the transaction fee, which is a percentage of the price per share, update the per share plus transaction fee value, and make any corresponding updates to the Broker-Dealer Discounts and Commissions column. Ensure this is consistent throughout the offering circular.
Response: In response to this comment, the Company respectfully advises the Staff that it has updated the requested disclosure throughout the offering circular, as requested by the Staff, and is now consistent throughout the offering circular.
We trust that the above is responsive to your comments.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (212) 398-1493.
Sincerely,
/s/
Darrin Ocasio
Show Raw Text
CORRESP
1
filename1.htm
January
16, 2025
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Ms.
Rucha Pandit / Ms. Taylor Beech
Re:
M2i
Global, Inc.
Amendment
No. 2 to Offering Statement on Form 1-A Filed January 10, 2025
File
No. 024-12517
Dear
Ms. Pandit and Ms. Beech:
On
behalf of M2i Global, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) contained in its letter of January 14, 2025 with respect to
the Company’s Amendment No. 2 to its Offering Statement on Form 1-A (the “Form 1-A/A”) as noted above.
For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 3 to the Form
1-A (the “1-A/A”) submitted concurrently with the submission of this letter in response to the Staff’s comments.
Amendment
No. 2 to Offering Statement on Form 1-A
General
1.
We note your response and revised disclosure in response to prior comment 2 and reissue it in part. Please include the values of the
Bonus Shares and the per share transaction fee in the maximum aggregate offering price attributable to securities being offered on behalf
of the issuer in Part I, Item 4 of Form 1-A. In this regard, it appears you have not included the transaction fee and continue to state
a price per security of $1.20 rather than $2.20, the top of the range. This value should match the $56,099,998.50 value you have included
in the table on the cover of your offering circular. Please further revise the table on the cover of your offering circular to update
the number of shares to include the Bonus Shares, update the assumed offering price to the public to reflect $2.20 per share, update
the transaction fee, which is a percentage of the price per share, update the per share plus transaction fee value, and make any corresponding
updates to the Broker-Dealer Discounts and Commissions column. Ensure this is consistent throughout the offering circular.
Response:
In response to this comment, the Company respectfully advises the Staff that it has updated the requested disclosure throughout the
offering circular, as requested by the Staff, and is now consistent throughout the offering circular.
We
trust that the above is responsive to your comments.
Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (212)
398-1493.
Sincerely,
/s/
Darrin Ocasio
Darrin
Ocasio, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW