SEC Comment Letter 0000000000-24-002933 to Mag Mile Capital, Inc. (MMCP) (CIK 0001879293) (MMCP)
Mag Mile Capital, Inc. (MMCP) (CIK 0001879293)
Date: March 18, 2024 · CIK: 0001879293 · Accession: 0000000000-24-002933
AI Filing Summary & Sentiment
File numbers found in text: 333-274354
Letter
United States securities and exchange commission logo March 18, 2024 Rushi Shah Chief Executive Officer Mag Mile Capital, Inc. 1141 W. Randolph St. Suite 200 Chicago, IL 60607 Re:Mag Mile Capital, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed March 8, 2024 File No. 333-274354 Dear Rushi Shah: 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 February 22, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 Financial Statements, page F-1 1.We note that you had net losses in 2021 and for the nine months ended September 30, 2023. Please tell us whether you expect to report net income for the year ended December 31, 2023. If so, please explain the basis for your belief in light of the net loss of $2.7 million for the nine month period ended September 30, 2023. If not, please provide updated audited financial statements for the year ended December 31, 2023, as required pursuant to Rule 8-08(b) of Regulation S-X.
FirstName LastNameRushi Shah Comapany NameMag Mile Capital, Inc. March 18, 2024 Page 2 FirstName LastName Rushi Shah Mag Mile Capital, Inc. March 18, 2024 Page 2 General 2.You state that the common stock qualifies “only for proprietary broker-dealer quotations on the Expert Market.” Please add a risk factor disclosing the specific reasons why your stock is being quoted only on the Expert Market, the uncertainties and risks to shareholders and the impact on the liquidity of the shares being offered for resale. Clarify, if true, that the quotations in the Expert Market are restricted from public viewing and that only broker-dealers and professional or sophisticated investors are permitted to view quotations in Expert Market securities. Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Ernie Stern
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United States securities and exchange commission logo
March 18, 2024
Rushi Shah
Chief Executive Officer
Mag Mile Capital, Inc.
1141 W. Randolph St.
Suite 200
Chicago, IL 60607
Re:Mag Mile Capital, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 8, 2024
File No. 333-274354
Dear Rushi Shah:
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 February 22, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Financial Statements, page F-1
1.We note that you had net losses in 2021 and for the nine months ended September 30,
2023. Please tell us whether you expect to report net income for the year ended December
31, 2023. If so, please explain the basis for your belief in light of the net loss of $2.7
million for the nine month period ended September 30, 2023. If not, please provide
updated audited financial statements for the year ended December 31, 2023, as required
pursuant to Rule 8-08(b) of Regulation S-X.
FirstName LastNameRushi Shah
Comapany NameMag Mile Capital, Inc.
March 18, 2024 Page 2
FirstName LastName
Rushi Shah
Mag Mile Capital, Inc.
March 18, 2024
Page 2
General
2.You state that the common stock qualifies “only for proprietary broker-dealer quotations
on the Expert Market.” Please add a risk factor disclosing the specific reasons why your
stock is being quoted only on the Expert Market, the uncertainties and risks to
shareholders and the impact on the liquidity of the shares being offered for resale. Clarify,
if true, that the quotations in the Expert Market are restricted from public viewing and that
only broker-dealers and professional or sophisticated investors are permitted to view
quotations in Expert Market securities.
Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ernie Stern