Correspondence 0001493152-24-025283 from Pineapple Financial Inc. (PAPL)
Pineapple Financial Inc.
Date: June 26, 2024 · CIK: 0001938109 · Accession: 0001493152-24-025283
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-279802
Referenced dates: June 26, 2024
Letter
Securities and Exchange Commission Division of Corporation Finance Amendment No. 1 to Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-279802
Re: Pineapple Financial Inc.
Dear John and Christian:
Please find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of comments dated June 26, 2024 (the “Comment Letter”) relating to the amendment No. 1 to registration statement on Form S-1, which was submitted to the Commission by Pineapple Financial Inc. (the “Company” or “we”) on June 20, 2024.
The Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated.
We have also updated the Registration Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission simultaneously together with this letter.
Amendment No. 1 to Form S-1 filed June 20, 2024
Substantial future sales of Common Shares could cause the market price of our Common Shares to decline, page 23:
1.
We note your response to prior comment 4. Please discuss the price discount at which you would sell shares to Brown Stone Capital Ltd. and the dilutive effect and impact on market price from selling shares at a discount and from the resales of these securities to the public. In this regard, we note that the Equity Purchase Agreement defines the Purchase Price as 95% of the Market Price. Also revise to disclose this price discount in the prospectus summary when disclosing the material terms of the agreement..
Response: We have revised the Registration Statement in accordance with the Staff’s comment. Please see the pages 6 and 23 of the Registration Statement for details.
Should you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding this correspondence on the revised S-1.
Very
truly yours,
By:
/s/
Shubha Dasgupta
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CORRESP
1
filename1.htm
June
26, 2024
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
John Stickel and Christian Windsor
Re:
Pineapple
Financial Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
June 20, 2024
File
No. 333-279802
Dear
John and Christian:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter of comments dated June 26, 2024 (the “Comment Letter”) relating to the amendment
No. 1 to registration statement on Form S-1, which was submitted to the Commission by Pineapple Financial Inc. (the “Company”
or “we”) on June 20, 2024.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.
We
have also updated the Registration Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.
Amendment
No. 1 to Form S-1 filed June 20, 2024
Substantial
future sales of Common Shares could cause the market price of our Common Shares to decline, page 23:
1.
We
note your response to prior comment 4. Please discuss the price discount at which you would sell shares to Brown Stone Capital Ltd.
and the dilutive effect and impact on market price from selling shares at a discount and from the resales of these securities to
the public. In this regard, we note that the Equity Purchase Agreement defines the Purchase Price as 95% of the Market Price. Also
revise to disclose this price discount in the prospectus summary when disclosing the material terms of the agreement..
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the pages 6 and 23 of the Registration
Statement for details.
Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised S-1.
Very
truly yours,
By:
/s/
Shubha Dasgupta
Name:
Shubha
Dasgupta
Chief
Executive Officer