SEC Comment Letter 0000000000-23-011369 to MIAMI BREEZE CAR CARE INC (CIK 0001872066) (MIBE)
MIAMI BREEZE CAR CARE INC (CIK 0001872066)
Date: Oct. 17, 2023 · CIK: 0001872066 · Accession: 0000000000-23-011369
AI Filing Summary & Sentiment
File numbers found in text: 333-266854
Letter
United States securities and exchange commission logo October 17, 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. 4 to Registration Statement on Form S-1 Filed October 5, 2023 File No. 333-266854 Dear Wolfgang Ruecker: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 6, 2023 letter. Amendment No. 4 to Registration Statement on Form S-1 filed October 5, 2023 Certain Relationships and Related Transactions, page 28 1.Please ensure that you provide all information required by Item 404 of Regulation S-K. Note that as a smaller reporting company you are subject to the expanded disclosure requirements in Item 404(d). For example, please provide the related party involved in the marketing consulting agreement discussed on page 28. In addition, please include your Brand Ambassador agreement with RN Consulting discussed on page 25.
FirstName LastNameWolfgang Ruecker Comapany NameMiami Breeze Car Care Inc. October 17, 2023 Page 2 FirstName LastName Wolfgang Ruecker Miami Breeze Car Care Inc. October 17, 2023 Page 2 General 2.Please ensure consistent disclosure regarding the offering amount in your resale prospectus. In this regard, we note that the number of shares offered by the selling stockholders, as indicated under the column "Calculation of Registration Fee," and in the legality opinion filed as exhibit 5.1 does not appear to total the 5,471,966 shares of common stock indicated in the heading on the cover page of the resale prospectus. Please 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.
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United States securities and exchange commission logo
October 17, 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. 4 to Registration Statement on Form S-1
Filed October 5, 2023
File No. 333-266854
Dear Wolfgang Ruecker:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 6, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed October 5, 2023
Certain Relationships and Related Transactions, page 28
1.Please ensure that you provide all information required by Item 404 of Regulation S-K.
Note that as a smaller reporting company you are subject to the expanded disclosure
requirements in Item 404(d). For example, please provide the related party involved in the
marketing consulting agreement discussed on page 28. In addition, please include your
Brand Ambassador agreement with RN Consulting discussed on page 25.
FirstName LastNameWolfgang Ruecker
Comapany NameMiami Breeze Car Care Inc.
October 17, 2023 Page 2
FirstName LastName
Wolfgang Ruecker
Miami Breeze Car Care Inc.
October 17, 2023
Page 2
General
2.Please ensure consistent disclosure regarding the offering amount in your resale
prospectus. In this regard, we note that the number of shares offered by the selling
stockholders, as indicated under the column "Calculation of Registration Fee," and in the
legality opinion filed as exhibit 5.1 does not appear to total the 5,471,966 shares of
common stock indicated in the heading on the cover page of the resale prospectus.
Please 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.