SEC Comment Letter 0000000000-23-003487 to Mag Mile Capital, Inc. (MMCP) (CIK 0001879293) (MMCP)
Mag Mile Capital, Inc. (MMCP) (CIK 0001879293)
Date: April 6, 2023 · CIK: 0001879293 · Accession: 0000000000-23-003487
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United States securities and exchange commission logo
April 6, 2023
Ernest Stern
Partner
Culhane Meadows PLLC
1701 Pennsylvania Avenue, N.W.
Suite 200
Washington, D.C. 20006
Re:Myson, Inc.
Schedule 14F-1 filed on April 4, 2023
File No. 005-93669
Dear Ernest Stern:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your information statement.
Schedule 14F-1 filed April 4, 2023
Introduction
1.Your disclosure indicates that Mr. Shah “assumed the position[] of Chairman of the
Myson Board of Directors” on March 30, 2023. In your response letter, please confirm
that the Company timely fulfilled its disclosure obligations under Rule 14f-1 to transmit
the information statement not less than 10 days prior to the date that any new director
takes office.
2.The SEC Reference Room no longer provides a means for shareholders to access periodic
report filings; however, those filings are generally available on the SEC's EDGAR
system. Please revise your disclosure accordingly.
3.We note your disclosure that “[t]he foregoing description of each of the Reorganization
Agreement and the Warrant is a summary only and is qualified in its entirety by the full
FirstName LastNameErnest Stern
Comapany NameCulhane Meadows PLLC
April 6, 2023 Page 2
FirstName LastNameErnest Stern
Culhane Meadows PLLC
April 6, 2023
Page 2
text of the Reorganization Agreement, a copy of which is attached hereto as Exhibit 2.1,
and the Warrant, a copy of which is attached hereto as Exhibit 10.l, both of which are
incorporated herein by reference.” We are unable to locate such exhibits attached to the
information statement. Please advise or revise.
Corporate Governance
4.Please disclose whether the Company has adopted practices or polices regarding
employee, officer and director hedging in accordance with Item 407(i) of Regulation S-K.
5.Please indicate why the Company has determined that its leadership structure is
appropriate, given the Company’s specific characteristics or circumstances. See Item
407(h) of Regulation S-K.
6.We note your disclosure that “[w]e do not have standing audit, nominating or
compensation committees of the Board of Directors or committees performing similar
functions.” Please supplement this disclosure to state the basis for the view of the Board
of Directors that it is appropriate for the Company to not have a nominating committee, in
accordance with Item 407(c)(1) of Regulation S-K, and to not have a compensation
committee, in accordance with Item 407(e)(1) of Regulation S-K.
Certain Relationships and Related Transactions
7.We note your disclosure that “neither the current sole director and officer, nor the
Designee, nor holders of more than ten percent of the Company’s outstanding Common or
Preferred Shares, or any member of the immediate family of such person, have, to the
knowledge of the Company, had a material interest, direct or indirect, since July, 2021, in
any transaction or proposed transaction which may materially affect the Company
[emphasis added].” Please revise to provide the complete disclosure called for by Item
404(d)(1) of Regulation S-K. In this regard, Item 404(d)(1) requires that smaller reporting
companies provide related party transaction information if the amount involved exceeds
the lesser of $120,000 or 1% of the average of the company’s total assets at year end for
the last two completed fiscal years.
General
8.Please revise to state the amount and source of the consideration used by Mag Mile
Capital in connection with the merger. Refer to Item 6(e) of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameErnest Stern
Comapany NameCulhane Meadows PLLC
April 6, 2023 Page 3
FirstName LastName
Ernest Stern
Culhane Meadows PLLC
April 6, 2023
Page 3
Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions