SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-25-006755 to Ridepair Inc. (CIK 0002050256)

Ridepair Inc. (CIK 0002050256)
Date: June 26, 2025 · CIK: 0002050256 · Accession: 0000000000-25-006755

Offering / Registration Process Financial Reporting Business Model Clarity

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 024-12555

Date
June 26, 2025
Author
Finance
Form
UPLOAD
Company
Ridepair Inc. (CIK 0002050256)

Letter

Re: Ridepair Inc. Amendment No. 5 to Offering Statement on Form 1-A Filed June 9, 2025 File No. 024-12555 Dear Marilu Brassington:

June 26, 2025

Marilu Brassington Chief Financial Officer Ridepair Inc. 2617 Ocean Park Blvd, Suite 1011 Santa Monica, CA 90405

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.

Amendment No. 5 to Offering Statement on Form 1-A Dilution, page 20

1. Please revise footnote (4) to your dilution tables at pages 20 and 21 to disclose the number of Series B preferred shares offered and the corresponding conversion amounts included in your calculations. In light of footnote (5), please consider providing additional tables which reflect the issuance of the maximum number of Incentive Shares. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 26

2. We note your disclosure that the Ridepair app is currently in beta testing and is expected to be fully operational in the second calendar quarter of 2025. Please revise June 26, 2025 Page 2

to provide updated information regarding the status of the beta testing and operational status of the RidePair app. Business Plan, page 31

3. We note your disclosure that you believe you will be able to finalize at least one agreement with an advertiser by the middle of 2025. Please revise to provide any updates on any such agreements. Exhibits Exhibit 2.5 - CERTIFICATE OF DESIGNATION OF SERIES B 10% CONVERTIBLE PREFERRED STOCK

4. Although not mentioned in the offering circular, Section 6(d) of the newly filed certificate of designation provides a "beneficial ownership limitation." That provision prevents holders of Series B from converting such securities into shares of Common Stock in certain circumstances. Also, it is unclear whether the reference in Section 8(a) to "each Holder's initial purchases" would include any Incentive Shares that a Holder received due to the amount of Series B it purchased. Please revise the offering circular to ensure that you describe the material terms of the certificate of designation and to describe any instances in which the Incentive Shares are or would be treated differently from any purchased shares of Series B. General

5. You disclose that the company is offering up to 50,000 shares of Series B 10% Convertible Preferred Stock and 5,000 Incentive Shares. Please include the Incentive Shares in the total number of shares being offered, such as in the table on the cover page of the offering circular as well as in Part I, Item 4 of Form 1-A. 6. Clarify whether investors must purchase "at least" $100,000 of the Offered Shares, as the first paragraph of the offering circular states, or "more than" $100,000, as you suggest elsewhere in the document. 7. We note your disclosure that you anticipate completing multiple closings to occur on the first day of each month, subject to management's discretion to have additional closings. Explain why you anticipate multiple closings, and how you will effect multiple closings, considering that there is no minimum amount to complete a closing under this offering. June 26, 2025 Page 3

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: Dennis Gluck, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Marilu Brassington
Chief Financial Officer
Ridepair Inc.
2617 Ocean Park Blvd, Suite 1011
Santa Monica, CA 90405

 Re: Ridepair Inc.
 Amendment No. 5 to Offering Statement on Form 1-A
 Filed June 9, 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.

Amendment No. 5 to Offering Statement on Form 1-A
Dilution, page 20

1. Please revise footnote (4) to your dilution tables at pages 20 and 21 to
disclose
 the number of Series B preferred shares offered and the corresponding
conversion
 amounts included in your calculations. In light of footnote (5), please
consider
 providing additional tables which reflect the issuance of the maximum
number of
 Incentive Shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 26

2. We note your disclosure that the Ridepair app is currently in beta
testing and is
 expected to be fully operational in the second calendar quarter of 2025.
Please revise
 June 26, 2025
Page 2

 to provide updated information regarding the status of the beta testing
and operational
 status of the RidePair app.
Business Plan, page 31

3. We note your disclosure that you believe you will be able to finalize at
least one
 agreement with an advertiser by the middle of 2025. Please revise to
provide any
 updates on any such agreements.
Exhibits
Exhibit 2.5 - CERTIFICATE OF DESIGNATION OF SERIES B 10% CONVERTIBLE
PREFERRED STOCK

4. Although not mentioned in the offering circular, Section 6(d) of the
newly filed
 certificate of designation provides a "beneficial ownership limitation."
That
 provision prevents holders of Series B from converting such securities
into shares of
 Common Stock in certain circumstances. Also, it is unclear whether the
reference in
 Section 8(a) to "each Holder's initial purchases" would include any
Incentive Shares
 that a Holder received due to the amount of Series B it purchased.
Please revise the
 offering circular to ensure that you describe the material terms of the
certificate of
 designation and to describe any instances in which the Incentive Shares
are or would
 be treated differently from any purchased shares of Series B.
General

5. You disclose that the company is offering up to 50,000 shares of Series
B 10%
 Convertible Preferred Stock and 5,000 Incentive Shares. Please include
the Incentive
 Shares in the total number of shares being offered, such as in the table
on the cover
 page of the offering circular as well as in Part I, Item 4 of Form 1-A.
6. Clarify whether investors must purchase "at least" $100,000 of the
Offered Shares, as
 the first paragraph of the offering circular states, or "more than"
$100,000, as you
 suggest elsewhere in the document.
7. We note your disclosure that you anticipate completing multiple closings
to occur on
 the first day of each month, subject to management's discretion to have
additional
 closings. Explain why you anticipate multiple closings, and how you will
effect
 multiple closings, considering that there is no minimum amount to
complete a closing
 under this offering.
 June 26, 2025
Page 3

 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: Dennis Gluck, Esq.
</TEXT>
</DOCUMENT>