SEC Comment Letter 0000000000-22-012613 to L A M Y (LMMY) (CIK 0001939937) (LMMY)
L A M Y (LMMY) (CIK 0001939937)
Date: Nov. 21, 2022 · CIK: 0001939937 · Accession: 0000000000-22-012613
AI Filing Summary & Sentiment
File numbers found in text: 333-266341
Letter
United States securities and exchange commission logo November 21, 2022 Dwight Witmer Chief Executive Officer L A M Y 201 Allen St. Unit 10104 New York, NY 10002 Re:L A M Y Amendment No. 2 to Registration Statement on Form S-1 Filed November 10, 2022 File No. 333-266341 Dear Dwight Witmer: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 4, 2022 letter. Amendment No. 2 to Registration Statement on Form S-1 Management's Discussion and Analysis and Plan of Operations Liquidity and Capital Resources, page 22 1.We note your response to comment 5 and reissue. While we note your revised disclosure changing the timeline on page 22 from "18 months" to "12 months," the revised disclosure does not reconcile the two statements. On page 22, you state you currently have available resources allowing you to conduct your planned operations for 12 months. However, on page 2, you state that you need to raise "approximately $30,000 minimum" to fund your operations for the next 12 months. Please reconcile these two statements and revise the prospectus throughout as applicable.
FirstName LastNameDwight Witmer Comapany NameL A M Y November 21, 2022 Page 2 FirstName LastName Dwight Witmer L A M Y November 21, 2022 Page 2 Transactions with Related Persons, Promoters and Certain Control Persons, page 31 2.We note your response to comment 6 and reissue. While we note your revised disclosure changing the disclosed interest rate on page 31 to align with the contents of Exhibit 10.8, please ensure the other material terms are aligned. As one example only, we note that you disclose on page 31 that the loan is "payable by May 25, 2025." However, Clause B on page 1 of Exhibit 10.8 states that the repayment date is September 20, 2025. Condensed Financial Statement, page F-1 3.Please update your financial statements to include the interim period in accordance with Rule 8-08 of Regulation S-X. Statements of Cash flows (Restated), page F-6 4.We reissue our prior comment 8 in part, as you did not fully address our comment. Please tell us why you show financing cash in-flows for $15,100 and $29,000 and investing cash out-flows of $44,100 for the acquisition of assets, even though no cash was exchanged. In this regard, you show net cash provided by financing activities of $54,933 and net cash used in investing activities of $44,100 on your statements of cash flows that include the above non-cash transactions. You may contact Keira Nakada at 202-551-3659 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Robert Zepfel
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United States securities and exchange commission logo
November 21, 2022
Dwight Witmer
Chief Executive Officer
L A M Y
201 Allen St.
Unit 10104
New York, NY 10002
Re:L A M Y
Amendment No. 2 to Registration Statement on Form S-1
Filed November 10, 2022
File No. 333-266341
Dear Dwight Witmer:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 4, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis and Plan of Operations
Liquidity and Capital Resources, page 22
1.We note your response to comment 5 and reissue. While we note your revised disclosure
changing the timeline on page 22 from "18 months" to "12 months," the revised disclosure
does not reconcile the two statements. On page 22, you state you currently have available
resources allowing you to conduct your planned operations for 12 months. However, on
page 2, you state that you need to raise "approximately $30,000 minimum" to fund your
operations for the next 12 months. Please reconcile these two statements and revise the
prospectus throughout as applicable.
FirstName LastNameDwight Witmer
Comapany NameL A M Y
November 21, 2022 Page 2
FirstName LastName
Dwight Witmer
L A M Y
November 21, 2022
Page 2
Transactions with Related Persons, Promoters and Certain Control Persons, page 31
2.We note your response to comment 6 and reissue. While we note your revised disclosure
changing the disclosed interest rate on page 31 to align with the contents of Exhibit 10.8,
please ensure the other material terms are aligned. As one example only, we note that you
disclose on page 31 that the loan is "payable by May 25, 2025." However, Clause B on
page 1 of Exhibit 10.8 states that the repayment date is September 20, 2025.
Condensed Financial Statement, page F-1
3.Please update your financial statements to include the interim period in accordance with
Rule 8-08 of Regulation S-X.
Statements of Cash flows (Restated), page F-6
4.We reissue our prior comment 8 in part, as you did not fully address our comment. Please
tell us why you show financing cash in-flows for $15,100 and $29,000 and investing cash
out-flows of $44,100 for the acquisition of assets, even though no cash was exchanged. In
this regard, you show net cash provided by financing activities of $54,933 and net cash
used in investing activities of $44,100 on your statements of cash flows that include the
above non-cash transactions.
You may contact Keira Nakada at 202-551-3659 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Robert Zepfel