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SEC Comment Letter 0000000000-23-003458 to MIAMI BREEZE CAR CARE INC (CIK 0001872066) (MIBE)

MIAMI BREEZE CAR CARE INC (CIK 0001872066)
Date: April 6, 2023 · CIK: 0001872066 · Accession: 0000000000-23-003458

AI Filing Summary & Sentiment

File numbers found in text: 333-266854

Date
April 6, 2023
Author
Not clearly detected
Form
UPLOAD
Company
MIAMI BREEZE CAR CARE INC (CIK 0001872066)

Letter

United States securities and exchange commission logo April 6, 2023 Wolfgang Ruecker Chief Executive Officer Miami Breeze Car Care Inc. 848 Brickell Ave, PH 5 Miami, FL 33131 Re:Miami Breeze Car Care Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 24, 2023 File No. 333-266854 Dear Wolfgang Ruecker: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 16, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 filed March 24, 2023 Cover page 1.We note your response to comment 1. Please revise your disclosure on the cover page of the prospectus, the prospectus summary and the plan of distribution to disclose that the selling stockholders will offer and sell their shares at a fixed price until such time as the company's common stock is listed on an established market, at which time they may be sold at prevailing market prices. In doing so, please disclose the amount of the fixed price (e.g., $3 per share) and make conforming revisions throughout the prospectus. Refer to Item 501(b)(3) of Regulation S-K.

FirstName LastNameWolfgang Ruecker Comapany NameMiami Breeze Car Care Inc. April 6, 2023 Page 2 FirstName LastName Wolfgang Ruecker Miami Breeze Car Care Inc. April 6, 2023 Page 2 Financial Statements, page F-1 2.Please update with audited financial statements for the year ended December 31, 2022 pursuant to Rule 8-08 of Regulation S-X. General 3.Please have your independent auditors provide an updated consent. You may contact Robert Shapiro at 202-551-3273 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Please contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Franklin Ogele, Esq.

Show Raw Text
United States securities and exchange commission logo
April 6, 2023
Wolfgang Ruecker
Chief Executive Officer
Miami Breeze Car Care Inc.
848 Brickell Ave, PH 5
Miami, FL 33131
Re:Miami Breeze Car Care Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 24, 2023
File No. 333-266854
Dear Wolfgang Ruecker:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed March 24, 2023
Cover page
1.We note your response to comment 1. Please revise your disclosure on the cover page of
the prospectus, the prospectus summary and the plan of distribution to disclose that the
selling stockholders will offer and sell their shares at a fixed price until such time as the
company's common stock is listed on an established market, at which time they may be
sold at prevailing market prices. In doing so, please disclose the amount of the fixed price
(e.g., $3 per share) and make conforming revisions throughout the prospectus. Refer to
Item 501(b)(3) of Regulation S-K.

 FirstName LastNameWolfgang  Ruecker
 Comapany NameMiami Breeze Car Care Inc.
 April 6, 2023 Page 2
 FirstName LastName
Wolfgang  Ruecker
Miami Breeze Car Care Inc.
April 6, 2023
Page 2
Financial Statements, page F-1
2.Please update with audited financial statements for the year ended December 31, 2022
pursuant to Rule 8-08 of Regulation S-X.
General
3.Please have your independent auditors provide an updated consent.
            You may contact Robert Shapiro at 202-551-3273 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Franklin Ogele, Esq.