Correspondence 0001493152-23-023457 from Pineapple Financial Inc. (PAPL)
Pineapple Financial Inc.
Date: July 5, 2023 · CIK: 0001938109 · Accession: 0001493152-23-023457
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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
July
5, 2023
VIA
EDGAR
Tonya
Aldave
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Re:
Pineapple Financial Inc.
Amendment
No. 3 to Registration Statement on Form S-1
Filed
on June 21, 2023
File
No. 333-268636
Dear
Ms. Aldave,
On
behalf of Pineapple Financial Inc. (the “Company”), this letter responds to oral comments provided by the staff of the Division
of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”), regarding
the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”) which was submitted
to the Commission on June 21, 2023.
Disclosure
changes made in response to the Staff’s oral comments have been made in an exhibit-only Amendment No. 4 to the Registration Statement
(“Amendment No. 4), which was filed with the Commission on July 5, 2023.
Registration
Statement on Form S-1
General
In
response to oral comments transmitted by telephone to the Darrin M. Ocasio, please be advised as follows:
●
The
opinion of Sichenzia Ross Ference LLP has been filed as Exhibit 5.2 in the Registration Statement, which provides, among other things,
that the Representative’s Warrants will be valid and binding obligations of the Company enforceable against the Company in
accordance with their terms under the laws of the State of New York.
We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Darrin M. Ocasio., at dmocasio@srf.law or by telephone at (917) 848-6325 or Matthew Siracusa at msiracusa@srf.law,
telephone (845) 649-8868.
Sincerely,
/s/
Shubha Dasgupta
Shubha
Dasgupta