United States securities and exchange commission logo
April 6, 2023
Ernest Stern
Partner
Culhane Meadows PLLC
1701 Pennsylvania Avenue, N.W.
Suite 200
Washington, D.C. 20006
Re: Myson, Inc.
Schedule 14F-1
filed on April 4, 2023
File No. 005-93669
Dear Ernest Stern:
We have reviewed your filing 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Defined terms used here have the same meaning as in your information
statement.
Schedule 14F-1 filed April 4, 2023
Introduction
1. Your disclosure
indicates that Mr. Shah assumed the position[] of Chairman of the
Myson Board of
Directors on March 30, 2023. In your response letter, please confirm
that the Company timely
fulfilled its disclosure obligations under Rule 14f-1 to transmit
the information
statement not less than 10 days prior to the date that any new director
takes office.
2. The SEC Reference Room
no longer provides a means for shareholders to access periodic
report filings;
however, those filings are generally available on the SEC's EDGAR
system. Please revise
your disclosure accordingly.
3. We note your disclosure
that [t]he foregoing description of each of the Reorganization
Agreement and the
Warrant is a summary only and is qualified in its entirety by the full
Ernest Stern
FirstName LastNameErnest
Culhane Meadows PLLC Stern
Comapany
April NameCulhane Meadows PLLC
6, 2023
April 26, 2023 Page 2
Page
FirstName LastName
text of the Reorganization Agreement, a copy of which is attached
hereto as Exhibit 2.1,
and the Warrant, a copy of which is attached hereto as Exhibit 10.l,
both of which are
incorporated herein by reference. We are unable to locate such
exhibits attached to the
information statement. Please advise or revise.
Corporate Governance
4. Please disclose whether the Company has adopted practices or polices
regarding
employee, officer and director hedging in accordance with Item 407(i)
of Regulation S-K.
5. Please indicate why the Company has determined that its leadership
structure is
appropriate, given the Company s specific characteristics or
circumstances. See Item
407(h) of Regulation S-K.
6. We note your disclosure that [w]e do not have standing audit,
nominating or
compensation committees of the Board of Directors or committees
performing similar
functions. Please supplement this disclosure to state the basis for
the view of the Board
of Directors that it is appropriate for the Company to not have a
nominating committee, in
accordance with Item 407(c)(1) of Regulation S-K, and to not have a
compensation
committee, in accordance with Item 407(e)(1) of Regulation S-K.
Certain Relationships and Related Transactions
7. We note your disclosure that neither the current sole director and
officer, nor the
Designee, nor holders of more than ten percent of the Company s
outstanding Common or
Preferred Shares, or any member of the immediate family of such
person, have, to the
knowledge of the Company, had a material interest, direct or indirect,
since July, 2021, in
any transaction or proposed transaction which may materially affect
the Company
[emphasis added]. Please revise to provide the complete disclosure
called for by Item
404(d)(1) of Regulation S-K. In this regard, Item 404(d)(1) requires
that smaller reporting
companies provide related party transaction information if the amount
involved exceeds
the lesser of $120,000 or 1% of the average of the company s total
assets at year end for
the last two completed fiscal years.
General
8. Please revise to state the amount and source of the consideration used
by Mag Mile
Capital in connection with the merger. Refer to Item 6(e) of Schedule
14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Ernest Stern
Culhane Meadows PLLC
April 6, 2023
Page 3
Please direct any questions to Christina Chalk at (202) 551-3263 or
Blake Grady at (202)
551-8573.
FirstName LastNameErnest Stern Sincerely,
Comapany NameCulhane Meadows PLLC
Division of
Corporation Finance
April 6, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName