Correspondence 0001493152-23-000332 from Pineapple Financial Inc. (PAPL)
Pineapple Financial Inc.
Date: Jan. 4, 2023 · CIK: 0001938109 · Accession: 0001493152-23-000332
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File numbers found in text: 333-268636
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PINEAPPLE
FINANCIAL INC.
Unit
200 111 Gordon Baker Road
Toronto,
Ontario M2H 3R1
Tel:
(416) 669-2046
January 4, 2023
VIA
EDGAR
Susan
Block
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Re:
Pineapple Financial Inc.
Registration
Statement on Form S-1
Filed on December 1, 2022
File
No. 333-268636
Dear
Ms. Block,
On
behalf of Pineapple Financial Inc. (the “Company”), this letter responds to comments provided by the staff of the Division
of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to
the undersigned on December 13, 2022, regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”),
which was submitted to the Commission on December 1, 2022.
For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. An amendment to the Registration Statement on Form S-1 (“Amendment No. 1.”) reflecting changes made in
response to the Staff’s comments, along with changes made to update certain other information in the Registration Statement, has
also been submitted on this date. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration
Statement.
Registration
Statement on Form S-1
General
1. It
appears that you are conducting a firm commitment underwritten offering but on the cover
page you checked the box that securities being registered are to be offered on a delayed
or continuous basis pursuant to Rule 415. In addition, you have included some Rule 415 undertakings
in Item 17 on page II-5. Please revise for consistency or advise.
Response:
The Company acknowledges the Staff’s comment and has unchecked the box that securities being registered are to be offered on a
delayed or continuous basis pursuant to Rule 415 on the cover page
We
look forward to working with you to have the Company approved for listing on the Nasdaq Stock Market. In connection there with, Shubha
Dasgupta, the Company’s Chief Executive Officer, would like the opportunity to address any concerns that you may have with the
Company’s application as soon as possible. Thank you very much for your cooperation.
If
you need any additional information or have any follow up questions, please feel free to contact me.
Sincerely,
/s/
Shubha
Dasgupta
Shubha
Dasgupta