United States securities and exchange commission logo
October 26, 2022
Shubha Dasgupta
Chief Executive Officer
Pineapple Financial Inc.
Unit 200, 111 Gordon Baker Road
North York, Ontario M2H 3R1
Re: Pineapple Financial
Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted on
October 12, 2022
CIK No. 0001938109
Dear Shubha Dasgupta:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response
to our prior comment 1 and reissue in part. Please revise the
summary section to
disclose your multiple class share structure (Common Shares, Class A
Shares, Class B Shares,
and Class C Shares).
Risk Factors
We are dependent on the residential real estate market, page 8
2. We note your risk
factor disclosure here that your financial performance is closely
connected to the
strength of the residential real estate market, and then you list some
Shubha Dasgupta
FirstName LastNameShubha Dasgupta
Pineapple Financial Inc.
Comapany
October 26,NamePineapple
2022 Financial Inc.
October
Page 2 26, 2022 Page 2
FirstName LastName
business and macroeconomic conditions, such as ecomonic slowdown and
higher interest
rates. Please revise your risk factor to clarify if any of those
discussed potential
macroeconomic conditions are currently adversely impacting the real
estate market and
your business, and to what extent, so that investors may assess the
risk. Further, we note
your disclosure regarding policies of the U.S. Federal Reserve Board.
Please clarify how
the U.S. federal monetary policy affects you and also discuss how
Canadian monetary
policies are affecting your business.
Increases in interest rates may have an adverse effect on our business, page 12
3. We note your response to our prior comment 7 and reissue in part.
Please revise your
discussion in the risk factor to clarify where in the cycle interest
rates are and how the
rising interest rate environment is impacting your business.
Use of Proceeds, page 22
4. We note your response to our prior comment 10 and reissue in part. We
note that
approximately 20% of the use of proceeds may go to expansion,
including acquisitions.
Please identify the businesses or nature of business sought and the
status of the
negotiations. If you do not have any current acquisition plans, please
clarify that.
Management's Discussion and Analysis of Finanical Condition, page 26
5. We note your response to our prior comment 11 and reissue in part.
Following the
language you revised in response to our comment, please clarify what
"[t]his" is referring
to in the beginning of the sentence, "[t]his has been primarily due to
organic growth,"
found on page 27. We further note your revision here to include the
different categories
of "Users." We note the term here appears to include consumers,
whereas the same
defined term in your summary on page 1 does not appear to include
consumers. We
further note thtat in the business section on page 33 the total amount
of agents is 627 -- the
same number as the total numbr of Users found on page 27 -- which
seems to include
agents and consumers. As such, please revise throughout to
consistently define "Users."
Business
Insuarance Products, page 35
6. We note your responses to our prior comment 13 and that your insurance
business is in the
early stages of development and also your disclosure regarding the
insurance services
Pineapple Insurance provides. Please clarify if some of the insurance
offered is offered
through third parties. Discuss the material steps, costs anticipated,
whether financing will
be needed, and the timeline for growing Pineapple Insurance from its
early stages of
development. In addition, add appropriate risk factor disclosure and a
section describing
insurance regulation in Canada.
7. We note your response to prior comment 14. Please also explain in the
prospectus, as you
have in your response, that as a regulatory requirement, all Canadian
mortgage approvals
Shubha Dasgupta
Pineapple Financial Inc.
October 26, 2022
Page 3
being presented by the mortgage broker channel must include the option
for a client to
consider certain insurance options.
Principal Shareholders, page 58
8. We note your response to our prior comment 17 and reissue in part.
Please update the
principal shareholders table to provide ownership as of the most recent
practicable date. In
this regard, we note that the table is currently as of May 31, 2022.
Refer to Item 403 of
Regulation S-K.
Description of Securities
Warrants, page 61
9. We note your response to our prior comment 20 and reissue in part.
Please revise to
explain how the exercise price is calculated by explaining what you mean
by "based on
1.5 times the common share price issued."
You may contact John Spitz at 202-551-3484 or Ben Phippen at
202-551-3697 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or Tonya Aldave at 202-551-3601 with any
other
questions.
Sincerely,
FirstName LastNameShubha Dasgupta
Division of
Corporation Finance
Comapany NamePineapple Financial Inc.
Office of Finance
October 26, 2022 Page 3
cc: Darrin Ocasio, Esq.
FirstName LastName