SecProbe.io

March 21, 2025
Marilu Brassington
Chief Financial Officer
Ridepair Inc.
2617 Ocean Park Blvd, Suite 1011
Santa Monica, CA 90405
Re:Ridepair Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed March 7, 2025
File No. 024-12555
Dear Marilu Brassington:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our March 4, 2025 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Company Information, page 2
1.We note your response to prior comment 3 and re-issue this comment in part. Please
expand your disclosure of the Supplemental Environmental Project grant to describe
the material terms of the grant. For example, clarify what type of grant you received
from CARB, whether you had to meet any eligibility criteria to receive the grant
approval, and whether you will need to maintain any eligibility criteria to continue to
receive funds from the CARB grant. Additionally, please clarify whether you received
the $2,566,211 in a lump sum or if you anticipate receiving the funds in installments,
and make clear that there is no formal agreement regarding the grant.

March 21, 2025
Page 2
Dilution, page 19
2.We note your revisions you have made to the dilution table based on comment 9.
From the information you have provided it is unclear how you have determined the
increase in net tangible book value per share attributable to new investors and the
dilution per share to new investors. Please note the following:

•The increase in the net tangible book value per share attributable to new investors
would be based on the difference between the pro forma net tangible book value
per share after the offering of $1.06, less the net tangible book value per share
before the offering of $(0.41) per share. This would result in a net tangible book
value per share attributable to new investors of $1.47 per share, assuming 100%
of the shares offered are sold.

•The dilution per share to new investors is based on the offering price per share of
$2.50, reduced by the pro forma net tangible book value per share after the
offering of $1.06 per share. Therefore, the dilution per share to new investors
would be $1.44 per share, assuming 100% of the shares offered are sold.

Please review your dilution tables on pages 19 and 20 for each scenario and revise the
amounts for (i) the increase in net tangible book value per share attributable to new
investors in this offering and (ii) dilution per share to new investors. If you do not
agree with the concepts noted in the bullets above, please provide an explanation and
your underlying calculations in your response.
Financial Statements
Condensed Balance Sheets, page F-2
3.We note your revisions to the financial statements in response to comment 16.
However, the total current liabilities, total liabilities and total liabilities and
equity balances at September 30, 2023 do not appear to be correct. Please revise your
balance sheet for the year ended September 30, 2023. Once revised, please also ensure
the total liabilities and equity balance agrees to the total assets balance.
            Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551-
3650 if you have questions regarding comments on the financial statements and related
matters. Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-
3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Thomas J. Beener, Esq.