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SEC Comment Letter 0000000000-24-003541 to SHOREPOWER TECHNOLOGIES INC. (SPEV) (CIK 0000764630) (SPEV)

SHOREPOWER TECHNOLOGIES INC. (SPEV) (CIK 0000764630)
Date: April 2, 2024 · CIK: 0000764630 · Accession: 0000000000-24-003541

AI Filing Summary & Sentiment

File numbers found in text: 333-274184

Date
April 2, 2024
Author
Not clearly detected
Form
UPLOAD
Company
SHOREPOWER TECHNOLOGIES INC. (SPEV) (CIK 0000764630)

Letter

United States securities and exchange commission logo April 2, 2024 Jeff Kim Chief Executive Officer SHOREPOWER TECHNOLOGIES INC. 5291 NE Elam Young Pkwy, Suite 160 Hillsboro, OR 97124 Re:SHOREPOWER TECHNOLOGIES INC. Amendment No. 5 to Registration Statement on Form S-1 Filed March 25, 2024 File No. 333-274184 Dear Jeff Kim: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration 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 registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 22, 2024 letter. Amendment No. 5 to Registration Statement on Form S-1 filed March 25, 2024 Experts, page 58 1.We note your revised disclosure that the financial statements of Shurepower LLC as of and for the years ended December 31, 2022 and 2021, respectively, have been audited by Olayinka Oyebola & Co. Chartered Accountants. Consistent with the audit reports included in Exhibit 99.1, please revise to correctly state that the financial statements of Shurepower LLC as of and for the year ended December 31, 2022 were audited by Qi CPA LLC, and that Shurepower 's financial statements as of and for the year ended December 31, 2021 were audited by Olayinka Oyebola & Co. Chartered Accountants. Otherwise, please advise us. 2.In addition, provide a consent from Qi CPA LLC for the inclusion in this registration statement of its report dated February 14, 2024 relating to the financial statements of Shurepower LLC as of and for the year ended December 31, 2022.

FirstName LastNameJeff Kim Comapany NameSHOREPOWER TECHNOLOGIES INC. April 2, 2024 Page 2 FirstName LastName Jeff Kim SHOREPOWER TECHNOLOGIES INC. April 2, 2024 Page 2 Exhibit 23.3, page X-1 3.The consent refers to a report dated February 1, 2023. Please provide an updated consent from Olayinka Oyebola & Co. Chartered Accountants that refers to the correct date of its report, March 13, 2023, and indicates that the firm consents to all references to itself included in the Form S-1 Registration Statement of Shorepower Technologies, Inc., instead of the Form S-1 Registration Statement of Shurepower, LLC as currently stated. Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing

Show Raw Text
United States securities and exchange commission logo
April 2, 2024
Jeff Kim
Chief Executive Officer
SHOREPOWER TECHNOLOGIES INC.
5291 NE Elam Young Pkwy, Suite 160
Hillsboro, OR 97124
Re:SHOREPOWER TECHNOLOGIES INC.
Amendment No. 5 to Registration Statement on Form S-1
Filed March 25, 2024
File No. 333-274184
Dear Jeff Kim:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 22, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed March 25, 2024
Experts, page 58
1.We note your revised disclosure that the financial statements of Shurepower LLC as of
and for the years ended December 31, 2022 and 2021, respectively, have been audited by
Olayinka Oyebola & Co. Chartered Accountants.  Consistent with the audit reports
included in Exhibit 99.1, please revise to correctly state that the financial statements of
Shurepower LLC as of and for the year ended December 31, 2022 were audited by Qi
CPA LLC, and that Shurepower 's financial statements as of and for the year ended
December 31, 2021 were audited by Olayinka Oyebola & Co. Chartered Accountants.
Otherwise, please advise us.
2.In addition, provide a consent from Qi CPA LLC for the inclusion in this registration
statement of its report dated February 14, 2024 relating to the financial statements
of Shurepower LLC as of and for the year ended December 31, 2022.

 FirstName LastNameJeff Kim
 Comapany NameSHOREPOWER TECHNOLOGIES INC.
 April 2, 2024 Page 2
 FirstName LastName
Jeff Kim
SHOREPOWER TECHNOLOGIES INC.
April 2, 2024
Page 2
Exhibit 23.3, page X-1
3.The consent refers to a report dated February 1, 2023.  Please provide an updated consent
from Olayinka Oyebola & Co. Chartered Accountants that refers to the correct date of its
report, March 13, 2023, and indicates that the firm consents to all references to itself
included in the Form S-1 Registration Statement of Shorepower Technologies, Inc.,
instead of the Form S-1 Registration Statement of Shurepower, LLC as currently stated.
            Please contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing