S-1/A: Mag Mile Capital Files Amendment No. 5 to Form S-1 Registration Statement for Resale of 10,340,000 Shares

Mag Mile Capital files an amendment to its Form S-1 registration statement for the resale of 10,340,000 shares of common stock by selling stockholders.

Summary

• Mag Mile Capital, formerly Myson, Inc., filed Amendment No.
• 5 to its Form S-1 registration statement.
• The filing pertains to the resale of up to 10,340,000 shares of common stock by the selling stockholders.
• The shares are being offered at a fixed price of $0.005 per share, based on the last sales price on June 10, 2024.
• The company will not receive any proceeds from the sale of these shares.
• Rushi Shah, the President and CEO, holds approximately 87% of the voting power.
• The company is an emerging growth company and is subject to penny stock rules.
• The trading symbol is MMCP, reflecting the name change to Mag Mile Capital, Inc.
• The company is now eligible for Unsolicited Quotes Only, which carries higher risks.
• Investing in the company's securities involves a high degree of risk.

Sentiment

Score: 3

Explanation: The document highlights financial losses and risks associated with investing in the company, indicating a negative sentiment.

Positives

• The company has access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds.
• Mag Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives for its diverse customer base.
• Mag Mile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificial intelligence to increase the efficiency of the loan closing process.

Negatives

• The company is now eligible for Unsolicited Quotes Only, making its stock have a higher risk of wider spreads, increased volatility and price dislocations.
• There is no active trading market for the company's shares of common stock.
• The company's common stock is subject to the Penny Stock Rules of the SEC and the trading market in the company's securities is limited, which makes transactions in the company's stock cumbersome and may reduce the value of an investment in the company's stock.

Risks

• Investing in the company's securities involves a high degree of risk.
• The company's performance is significantly related to general economic, political and regulatory conditions.
• Adverse developments in the credit markets may materially harm the company's business, results of operations and financial condition.
• The company has numerous local, regional and national competitors in its commercial mortgage banking business.
• The company may need to raise additional funds and these funds may not be available when needed or may be available only on unfavorable terms.
• The company's brand and reputation are key assets of the company, and the company's business may be affected by how the company is perceived in the marketplace.
• The company's business is subject to complex and evolving United States laws and regulations regarding privacy, data protection, and cybersecurity.
• The company is subject to various litigation and regulatory risks and may face financial liabilities and/or damage to the company's reputation as a result of litigation or regulatory investigations or proceedings.
• The company is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance (ESG) matters, that could expose the company to numerous risks.
• If the company is unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of the company's financial reports and the company's results of operations and stock price could be materially adversely affected.
• The company's goodwill and other intangible assets could become impaired, which may require the company to take material non-cash charges against earnings.
• The company's financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause the company's results for a particular period to fall below expectations, resulting in a decline in the price of the company's common stock.
• The company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.
• Privacy concerns and laws, or other regulations, may adversely affect the company's business.
• Concentration of ownership among the company's existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
• The company has never paid cash dividends on the company's capital stock, and do not anticipate paying dividends in the foreseeable future.
• The company's shares of common stock are eligible only for unsolicited quotes on the OTC Markets platform that could make them difficult to sell.
• There is no active trading market for the company's shares of the company's common stock.
• The company's common stock is subject to the Penny Stock Rules of the SEC and the trading market in the company's securities is limited, which makes transactions in the company's stock cumbersome and may reduce the value of an investment in the company's stock.
• For as long as the company is an emerging growth company, the company will not be required to comply with certain reporting requirements that apply to other public companies, including those relating to auditing standards and disclosure about the company's executive compensation.
• The company's stock price will be volatile, and you may not be able to sell shares at or above the current price.
• The Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit your ability to buy and sell the company's common stock, which could depress the price of the company's shares.
• Because the company has no current plans to pay cash dividends on the company's common stock for the foreseeable future, you may not receive any return on investment unless you sell the company's common stock for a price greater than that which you paid for it.
• If securities or industry analysts do not publish or cease publishing research or reports about the company, the company's business, or the company's market, or if they change their recommendations regarding the company's securities adversely, the price and trading volume of the company's securities could decline.

Future Outlook

The company intends to continue to attract new customers through an increase in the number of salespeople, pursue strategic acquisitions, and commercialize its CapLogiq software product.

Industry Context

The commercial real estate loan brokerage industry remains highly fragmented and competitive. The company faces competition from global, national, regional and local commercial real estate mortgage banking firms.

Comparison to Industry Standards

• The company competes with large national and global firms, such as Jones Lang LaSalle Incorporated (JLL), Cushman & Wakefield plc, Colliers International Group Inc., Savills plc, and Newmark Group Inc.
• These firms may have greater financial resources allocated to a particular geography or property type than the company has allocated to that geography or property type.

Related Party Transactions

• The company has an office lease with 1141 W.
• Randolph, LLC, a company owned and controlled by Rushi Shah, CEO.
• Per the terms of Mr.
• Shah's employment agreement, he received commissions of $678,750 and $495,625 for the years ended December 31, 2023 and 2022, respectively.

Stakeholder Impact

• The company's ability to attract and retain clients is highly dependent upon the external perceptions of the company's level of service, trustworthiness, business practices, management, workplace culture, financial condition, the company's response to unexpected events and other subjective qualities.
• The company's brand and reputation may also be harmed by the actions of third parties that are outside of the company's control, including vendors and future joint venture partners.

Next Steps

• The company expects to have a FINRA-registered broker/dealer submit a Form 15c2-11 to resume having the company's common stock being traded on the OTC:Pink market.

Key Dates

Keywords

common stock, resale, registration statement, Mag Mile Capital, MMCP, selling stockholders, securities, emerging growth company, penny stock rules, voting control, Rushi Shah