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Correspondence 0001493152-23-036763 from Pineapple Financial Inc. (PAPL)

Pineapple Financial Inc.
Date: Oct. 10, 2023 · CIK: 0001938109 · Accession: 0001493152-23-036763

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File numbers found in text: 333-268636

Date
October 10, 2023
Author
EF HUTTON
Form
CORRESP
Company
Pineapple Financial Inc.

Letter

EF Hutton,

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

October 10, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: Pineapple Financial Inc.

Registration Statement on Form S-1

File No. 333-268636

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters of the proposed public offering of securities of Pineapple Financial Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced registration statement on Form S-1, as amended, be accelerated so that it will be declared effective at 5:00 PM EDT on Thursday, October 12, 2023, or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,
EF HUTTON

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CORRESP
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EF Hutton,

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

October 10, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: Pineapple Financial Inc.

Registration Statement on Form S-1

File No. 333-268636

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), we, as representative of the underwriters of the proposed public offering of securities
of Pineapple Financial Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced
registration statement on Form S-1, as amended, be accelerated so that it will be declared effective at 5:00 PM EDT on Thursday, October
12, 2023, or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, we,
as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will
continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will
continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    EF HUTTON

    division of Benchmark Investments LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam
Fleischman

    Title:
    Supervisory Principal