Correspondence 0001493152-23-030264 from Bruush Oral Care Inc. (BRSHF) (CIK 0001913210)
Bruush Oral Care Inc. (BRSHF) (CIK 0001913210)
Date: Aug. 25, 2023 · CIK: 0001913210 · Accession: 0001493152-23-030264
AI Filing Summary & Sentiment
File numbers found in text: 333-272942
Referenced dates: August 17, 2023
Letter
Re: Bruush Oral Care Inc. Amendment No 1. to Registration Statement on Form F-1 Filed August 2, 2023 File No. 333-272942
Dear Mr. Richie:
By letter dated August 17, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”) provided Bruush Oral Care Inc. (the “Company,” “we,” “us” or “our”) with its comments to the Registration Statement on Amendment No.1 to Form F-1 filed on August 2, 2023. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses. We are filing Amendment No. 2 to Registration Statement reflecting the following responses.
Amendment No. 1 to Registration Statement on Form F-1
Exhibits
1. We note your response to comment 1. It appears you are relying on the last sentence of Rule 457(g)(3) in determining that no fee is required for the registration of the common stock underlying the warrants or preferred stock. Given that it appears that you are seeking to register the resale of common shares, not the exercise of warrants or the conversion of the convertible notes, it is unclear why your reliance on the last sentence of Rule 457(g)(3) is appropriate. Please revise to calculate the registration fee based on the appropriate provisions of Rule 457 or advise.
Response: In response to the Staff’s comment, we have revised the filing fee table based on the Rule 457(o).
2. Exhibits 10.7, 10.8 and 10.9 appear to be the Common Stock Purchase Warrant. As indicated on the Exhibit Index, please file the Registration Rights Agreement as Exhibit 10.7, the Securities Purchase Agreement as Exhibit 10.8 and the Convertible Note as Exhibit 10.9 or advise. Please retain the Common Stock Purchase Warrant as an exhibit as well.
Response: In response to the Staff’s comment, we have filed the Registration Rights Agreement as Exhibit 10.7, the Securities Purchase Agreement as Exhibit 10.8 and the Convertible Note as Exhibit 10.9, and retained Common Stock Purchase Warrant as Exhibit 4.8.
The Company acknowledges 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.
Thank you for your assistance in reviewing this filing.
Very
truly yours,
/s/
Aneil Manhas
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filename1.htm
BRUUSH
ORAL CARE INC.
128
WEST HASTINGS STREET, UNIT 210
VANCOUVER,
BRITISH COLUMBIA V6B 1G8
CANADA
August
25, 2023
Attn:
Benjamin Richie
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Bruush
Oral Care Inc.
Amendment
No 1. to Registration Statement on Form F-1
Filed
August 2, 2023
File
No. 333-272942
Dear
Mr. Richie:
By
letter dated August 17, 2023, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and
Exchange Commission (the “Commission”) provided Bruush Oral Care Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Registration Statement on Amendment No.1 to Form F-1 filed on August 2, 2023. We are in
receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the
comments are listed below, followed by the Company’s responses. We are filing Amendment No. 2 to Registration Statement reflecting
the following responses.
Amendment
No. 1 to Registration Statement on Form F-1
Exhibits
1. We
note your response to comment 1. It appears you are relying on the last sentence of Rule
457(g)(3) in determining that no fee is required for the registration of the common stock
underlying the warrants or preferred stock. Given that it appears that you are seeking to
register the resale of common shares, not the exercise of warrants or the conversion of the
convertible notes, it is unclear why your reliance on the last sentence of Rule 457(g)(3)
is appropriate. Please revise to calculate the registration fee based on the appropriate
provisions of Rule 457 or advise.
Response:
In response to the Staff’s comment, we have revised the filing fee table based on the Rule 457(o).
2. Exhibits
10.7, 10.8 and 10.9 appear to be the Common Stock Purchase Warrant. As indicated on the Exhibit
Index, please file the Registration Rights Agreement as Exhibit 10.7, the Securities Purchase
Agreement as Exhibit 10.8 and the Convertible Note as Exhibit 10.9 or advise. Please retain
the Common Stock Purchase Warrant as an exhibit as well.
Response:
In response to the Staff’s comment, we have filed the Registration Rights Agreement as Exhibit 10.7, the Securities Purchase Agreement
as Exhibit 10.8 and the Convertible Note as Exhibit 10.9, and retained Common Stock Purchase Warrant as Exhibit 4.8.
The
Company acknowledges 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.
Thank
you for your assistance in reviewing this filing.
Very
truly yours,
/s/
Aneil Manhas
Aneil
Manhas
Chief
Executive Officer