S-1/A: Mag Mile Capital Files Amendment No. 6 to Form S-1 Registration Statement
S-1/A (Registration Statement Amendment)
Mag Mile Capital, Inc. files Amendment No. 6 to its Form S-1 registration statement to revise Exhibit 5.1 regarding the shares of common stock held by the Selling Shareholders.
Summary
- Mag Mile Capital, Inc. has filed Amendment No. 6 to its Registration Statement on Form S-1 with the Securities and Exchange Commission.
- The amendment revises Exhibit 5.1 in response to a request from the Commission.
- The revision clarifies that the shares of the Company's common stock held by the Selling Shareholders are fully paid and non-assessable.
- The registration statement covers up to 10,340,000 previously issued and outstanding shares of common stock of the Company, par value $0.00001 per share.
- The proposed maximum aggregate offering price is $51,700, with a registration fee of $7.63.
Sentiment
Score: 6
Explanation: The document is a routine regulatory filing. The amendment addresses SEC comments, which is a normal part of the process. However, the inclusion of a going concern warning from the auditor is a concern.
Positives
- The amendment addresses a request from the SEC, indicating responsiveness to regulatory feedback.
- The clarification regarding the shares being fully paid and non-assessable could provide reassurance to potential investors.
Risks
- The audit report from Fruci & Associates II, PLLC includes an emphasis of matter paragraph regarding substantial doubt as to the Company's ability to continue as a going concern.
Future Outlook
The company intends to sell shares to the public as soon as practicable after the effective date of the registration statement.
Industry Context
This filing is a standard step for companies seeking to raise capital through the public markets. The amendment addresses specific SEC feedback, which is a common part of the registration process.
Comparison to Industry Standards
- The legal opinion provided by Derryberry & Naifeh, LLP is standard practice for registration statements, ensuring the validity of the shares being offered.
- The inclusion of consents from independent registered public accounting firms (Olayinka Oyebola & Co. and Fruci & Associates II, PLLC) is a regulatory requirement for financial statement audits included in the registration statement.
Stakeholder Impact
- Shareholders: Potential dilution from the issuance of new shares.
- Potential investors: Opportunity to invest in the company.
Next Steps
- The company needs to obtain effectiveness of the registration statement from the SEC.
- The company will then proceed with the offering of the shares to the public.
Key Dates
| Date | Description |
|---|---|
| March 30, 2023 | Reorganization Agreement between Myson, Inc. and Megamile Capital, Inc. |
| March 30, 2023 | Employment Agreement between the Company and Rushi Shah |
| April 4, 2023 | Warrant dated April 4, 2023 between Myson, Inc. and GK Partners AsP |
| April 12, 2023 | Certificate of Merger of Myson, Inc. and Megamile Capital, Inc. |
| June 17, 2024 | Date of report from Olayinka Oyebola & Co. |
| June 17, 2024 | Mag Mile Capital filed Amendment No. 5 to its Registration Statement on Form S-1 |
| April 24, 2024 | Date of audit report from Fruci & Associates II, PLLC |
| June 28, 2024 | Date of Derryberry & Naifeh, LLP opinion |
| June 28, 2024 | Mag Mile Capital filed Amendment No. 6 to its Registration Statement on Form S-1 |
| As soon as practicable after the effective date of this registration statement. | Approximate Date of Proposed Sale to the Public |
Keywords
Registration Statement, Form S-1, Amendment, Common Stock, Mag Mile Capital, Securities, Offering
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