CORRESP Filing
Pineapple Financial Inc.
Date: Sept. 29, 2025 · CIK: 0001938109 · Accession: 0001493152-25-015905
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41738
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission F Street, NE Washington, D.C. 20549 Re: Re: Pineapple Financial Inc. Preliminary Proxy Statement on Schedule 14A Filed September 19, 2025 File No. 001-41738
Dear Mr. Arzonetti,
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 September 26, 2025, regarding the Company's Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement"), which was submitted to the Commission on September 19, 2025.
For convenience, the Staff's comments have been restated below and the Company's responses are set out immediately under the restated comments. A revised preliminary proxy statement on Schedule 14A ("Amendment No. 1.") reflecting changes made in response to the Staff's comments, along with changes made to update certain other information in the Proxy Statement, has also been submitted on this date. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Proxy Statement.
Preliminary Proxy Statement on Schedule 14A
General
1. We note from your Form 8-K filed on September 10, 2025 and related press release that the Injective Foundation, as part of the subscription receipt financing, has been granted review rights with respect to the escrow release process pursuant to a Side Letter Agreement. Your proxy statement does not describe these rights or the Foundation's role in connection with the INJ treasury. Please revise your disclosure to describe the nature of these rights, the Foundation's involvement, and the scope of authority or influence it may have over the administration of the INJ treasury. In addition, please clarify whether the company has established or plans to establish any board, committee, or advisory group to oversee the treasury strategy and, if so, whether investors such as the Injective Foundation or other participants will have representation or appointment rights.
Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to include the review rights pursuant to the Side Letter Agreement, the Foundation's role in connection with the INJ treasury, and the board appointment. Please see under the heading " Proposal 1- Purpose and Background of the Share Issuance Proposal" of Amendment No. 1.
2. Please revise your disclosure to clarify that some of the investors who will acquire shares as a result of the offering, including investors associated with the Injective Foundation, may have interests that differ from those of existing shareholders.
Response: The Company acknowledges the Staff's comment and has revised the Proxy Statement to clarify that some of the investors who will acquire shares as a result of the offering, including investors associated with the Injective Foundation, may have interests that differ from those of existing shareholders. Please see under the heading " interests of certain persons or companies in matters to be acted upon" and " interests of informed persons in material transactions" of Amendment No. 1.
The Company hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosures.
If you have any questions, please do not hesitate to contact Matthew Siracusa, Esq., of Sichenzia Ross Ference Carmel LLP, at msiracusa@SRFC.LAW or (845) 649-8868.
Very
truly yours,
/s/
Darrin M Ocasio
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CORRESP
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filename1.htm
PINEAPPLE
FINANCIAL INC.
Unit
200 111 Gordon Baker Road
Toronto,
Ontario M2H 3R1
Tel:
(416) 669-2046
September
29, 2025
VIA
EDGAR
Robert
Arzonetti
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Re:
Pineapple Financial Inc.
Preliminary
Proxy Statement on Schedule 14A
Filed
September 19, 2025
File
No. 001-41738
Dear
Mr. Arzonetti,
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 September 26, 2025, regarding the Company's Preliminary Proxy Statement on Schedule 14A (the "Proxy Statement"),
which was submitted to the Commission on September 19, 2025.
For
convenience, the Staff's comments have been restated below and the Company's responses are set out immediately under the
restated comments. A revised preliminary proxy statement on Schedule 14A ("Amendment No. 1.") reflecting changes made in
response to the Staff's comments, along with changes made to update certain other information in the Proxy Statement, has also
been submitted on this date. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Proxy Statement.
Preliminary
Proxy Statement on Schedule 14A
General
1.
We note from your Form 8-K filed on September 10, 2025 and related press release that the Injective Foundation, as part of the subscription
receipt financing, has been granted review rights with respect to the escrow release process pursuant to a Side Letter Agreement. Your
proxy statement does not describe these rights or the Foundation's role in connection with the INJ treasury. Please revise your
disclosure to describe the nature of these rights, the Foundation's involvement, and the scope of authority or influence it may
have over the administration of the INJ treasury. In addition, please clarify whether the company has established or plans to establish
any board, committee, or advisory group to oversee the treasury strategy and, if so, whether investors such as the Injective Foundation
or other participants will have representation or appointment rights.
Response:
The Company acknowledges the Staff's comment and has revised the Proxy Statement to include the review rights pursuant to the Side
Letter Agreement, the Foundation's role in connection with the INJ treasury, and the board appointment. Please see under the heading
" Proposal 1- Purpose and Background of the Share Issuance Proposal" of Amendment No. 1.
2.
Please revise your disclosure to clarify that some of the investors who will acquire shares as a result of the offering,
including investors associated with the Injective Foundation, may have interests that differ from those of existing shareholders.
Response:
The Company acknowledges the Staff's comment and has revised the Proxy Statement to clarify that some of the investors who will
acquire shares as a result of the offering, including investors associated with the Injective Foundation, may have interests that differ
from those of existing shareholders. Please see under the heading " interests of certain persons or companies in matters to be
acted upon" and " interests of informed persons in material transactions" of Amendment No. 1.
The
Company hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosures.
If
you have any questions, please do not hesitate to contact Matthew Siracusa, Esq., of Sichenzia Ross Ference Carmel LLP, at msiracusa@SRFC.LAW
or (845) 649-8868.
Very
truly yours,
/s/
Darrin M Ocasio
Darrin
M Ocasio