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
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.