SEC Comment Letter 0000000000-23-006780 to Mag Magna Corp. (CIK 0001949864) (MGNC)
Mag Magna Corp. (CIK 0001949864)
Date: June 26, 2023 · CIK: 0001949864 · Accession: 0000000000-23-006780
AI Filing Summary & Sentiment
File numbers found in text: 333-268561
Letter
United States securities and exchange commission logo June 26, 2023 Oleg Bilinski Chief Executive Officer Mag Magna Corp. 325 W Washington St., Ste 2877 San Diego, CA 92103 Re:Mag Magna Corp. Amendment No. 6 to Registration Statement on Form S-1 Filed June 14, 2023 File No. 333-268561 Dear Oleg Bilinski: 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 May 25, 2023 letter. Amendment No. 6 to Form S-1 filed June 14, 2023 Use of Proceeds, page 19 1.We note that you have added a row to the use of proceeds table entitled "Software Acquisition" and have included amounts ranging from $5,500 to $30,000 based on the percentage of shares sold in the offering. However, we also note that the Software Purchase Agreement dated April 17, 2023, reflects a one-time payment of $9,000 to be paid by the company to Zoltaron Data Technics SDN. BHD. Please revise your disclosure to explain this row of the use of proceeds table.
FirstName LastNameOleg Bilinski Comapany NameMag Magna Corp. June 26, 2023 Page 2 FirstName LastName Oleg Bilinski Mag Magna Corp. June 26, 2023 Page 2 Business Overview, page 25 2.As previously requested, where you discuss the MAGA and CHASIS components please revise your disclosure to clarify that the company will not be selling these components, or any physical products, to future customers. Material Agreements Software Purchase Agreement, page 30 3.Please revise your disclosure regarding the Software Purchase Agreement to name the counter party to the agreement and the purchase price paid by the company for the software. You may contact Tara Harkins at 202-551-3639 or Sasha Parikh at 202-551-3627 if you have questions regarding comments on the financial statements and related matters. Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Roger D. Linn
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United States securities and exchange commission logo
June 26, 2023
Oleg Bilinski
Chief Executive Officer
Mag Magna Corp.
325 W Washington St., Ste 2877
San Diego, CA 92103
Re:Mag Magna Corp.
Amendment No. 6 to Registration Statement on Form S-1
Filed June 14, 2023
File No. 333-268561
Dear Oleg Bilinski:
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 May 25, 2023 letter.
Amendment No. 6 to Form S-1 filed June 14, 2023
Use of Proceeds, page 19
1.We note that you have added a row to the use of proceeds table entitled "Software
Acquisition" and have included amounts ranging from $5,500 to $30,000 based on the
percentage of shares sold in the offering. However, we also note that the Software
Purchase Agreement dated April 17, 2023, reflects a one-time payment of $9,000 to be
paid by the company to Zoltaron Data Technics SDN. BHD. Please revise your disclosure
to explain this row of the use of proceeds table.
FirstName LastNameOleg Bilinski
Comapany NameMag Magna Corp.
June 26, 2023 Page 2
FirstName LastName
Oleg Bilinski
Mag Magna Corp.
June 26, 2023
Page 2
Business
Overview, page 25
2.As previously requested, where you discuss the MAGA and CHASIS components please
revise your disclosure to clarify that the company will not be selling these components, or
any physical products, to future customers.
Material Agreements
Software Purchase Agreement, page 30
3.Please revise your disclosure regarding the Software Purchase Agreement to name the
counter party to the agreement and the purchase price paid by the company for the
software.
You may contact Tara Harkins at 202-551-3639 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Roger D. Linn