SEC Comment Letter 0000000000-23-012291 to MIAMI BREEZE CAR CARE INC (CIK 0001872066) (MIBE)
MIAMI BREEZE CAR CARE INC (CIK 0001872066)
Date: Nov. 9, 2023 · CIK: 0001872066 · Accession: 0000000000-23-012291
AI Filing Summary & Sentiment
File numbers found in text: 333-266854
Letter
United States securities and exchange commission logo November 9, 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. 5 to Registration Statement on Form S-1 Filed October 31, 2023 File No. 333-266854 Dear Wolfgang Ruecker: We have reviewed your amended registration statement and have the following comment. 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 October 17, 2023 letter. Amendment No. 5 to Registration Statement on Form S-1 filed October 31, 2023 Certain Relationships and Related Transactions, page 28 1.We note your response to prior comment 1 and reissue in part. Please revise to describe the transaction relating to the Brand Ambassador Agreement with RN Consulting, which we note that you have annexed in the filed Exhibit 10.2 and 10.2A. Refer to Item 404(a) of Regulation S-K.
FirstName LastNameWolfgang Ruecker Comapany NameMiami Breeze Car Care Inc. November 9, 2023 Page 2 FirstName LastName Wolfgang Ruecker Miami Breeze Car Care Inc. November 9, 2023 Page 2 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
November 9, 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. 5 to Registration Statement on Form S-1
Filed October 31, 2023
File No. 333-266854
Dear Wolfgang Ruecker:
We have reviewed your amended registration statement and have the following comment.
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 October 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed October 31, 2023
Certain Relationships and Related Transactions, page 28
1.We note your response to prior comment 1 and reissue in part. Please revise to describe
the transaction relating to the Brand Ambassador Agreement with RN Consulting, which
we note that you have annexed in the filed Exhibit 10.2 and 10.2A. Refer to Item 404(a)
of Regulation S-K.
FirstName LastNameWolfgang Ruecker
Comapany NameMiami Breeze Car Care Inc.
November 9, 2023 Page 2
FirstName LastName
Wolfgang Ruecker
Miami Breeze Car Care Inc.
November 9, 2023
Page 2
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.