SEC Comment Letter 0000000000-23-007269 to Bruush Oral Care Inc. (BRSHF) (CIK 0001913210)
Bruush Oral Care Inc. (BRSHF) (CIK 0001913210)
Date: July 7, 2023 · CIK: 0001913210 · Accession: 0000000000-23-007269
AI Filing Summary & Sentiment
File numbers found in text: 333-272942
Letter
United States securities and exchange commission logo July 7, 2023 Aneil Manhas Chief Executive Officer Bruush Oral Care Inc. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada Re:Bruush Oral Care Inc. Registration Statement on Form F-1 Filed June 26, 2023 File No. 333-272942 Dear Aneil Manhas: We have limited our review of your registration statement to those issues we have addressed in our 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. Registration Statement on Form F-1 filed June 26, 2023 Exhibits 1.We refer to your filing tee table filed as Exhibit 107 to your registration statement. Please revise your filing fee table to include separate entries for shares of common stock issuable upon conversion of convertible note and exercise of warrants and pursuant to the private placement. General 2.Given the nature of the offering and size of the transaction relative to the number of outstanding shares held by non-affiliates as disclosed in the prospectus, it appears that the transaction may be an indirect primary offering. Please provide us with an analysis of
FirstName LastNameAneil Manhas Comapany NameBruush Oral Care Inc. July 7, 2023 Page 2 FirstName LastName Aneil Manhas Bruush Oral Care Inc. July 7, 2023 Page 2 your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Lahdan S. Rahmati
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United States securities and exchange commission logo
July 7, 2023
Aneil Manhas
Chief Executive Officer
Bruush Oral Care Inc.
128 West Hastings Street, Unit 210
Vancouver, British Columbia V6B 1G8
Canada
Re:Bruush Oral Care Inc.
Registration Statement on Form F-1
Filed June 26, 2023
File No. 333-272942
Dear Aneil Manhas:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed June 26, 2023
Exhibits
1.We refer to your filing tee table filed as Exhibit 107 to your registration statement. Please
revise your filing fee table to include separate entries for shares of common stock issuable
upon conversion of convertible note and exercise of warrants and pursuant to the private
placement.
General
2.Given the nature of the offering and size of the transaction relative to the number of
outstanding shares held by non-affiliates as disclosed in the prospectus, it appears that the
transaction may be an indirect primary offering. Please provide us with an analysis of
FirstName LastNameAneil Manhas
Comapany NameBruush Oral Care Inc.
July 7, 2023 Page 2
FirstName LastName
Aneil Manhas
Bruush Oral Care Inc.
July 7, 2023
Page 2
your basis for determining that it is appropriate to characterize the transaction as a
secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see
Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Lahdan S. Rahmati