SEC Comment Letter 0000000000-22-012504 to CLPS Inc (CLPS) (CIK 0001724542) (CLPS)
CLPS Inc (CLPS) (CIK 0001724542)
Date: Nov. 17, 2022 · CIK: 0001724542 · Accession: 0000000000-22-012504
AI Filing Summary & Sentiment
File numbers found in text: 333-266951
Letter
United States securities and exchange commission logo November 17, 2022 Raymond Ming Hui Lin Chief Executive Officer CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Re:CLPS Incorporation Amendment No. 2 to Registration Statement on Form F-3 Filed November 10, 2022 File No. 333-266951 Dear Raymond Ming Hui Lin: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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 our comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 26, 2022 letter. Amendment No. 2 to Form F-3 Cover Page 1.Please refer to prior comment 1 and disclose on the cover page that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, Ernst & Young Hua Ming LLP.
FirstName LastNameRaymond Ming Hui Lin Comapany NameCLPS Incorporation November 17, 2022 Page 2 FirstName LastName Raymond Ming Hui Lin CLPS Incorporation November 17, 2022 Page 2 Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: James Zhang
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United States securities and exchange commission logo
November 17, 2022
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o Unit 1102, 11th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Amendment No. 2 to Registration Statement on Form F-3
Filed November 10, 2022
File No. 333-266951
Dear Raymond Ming Hui Lin:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 our comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2022 letter.
Amendment No. 2 to Form F-3
Cover Page
1.Please refer to prior comment 1 and disclose on the cover page that trading in your
securities may be prohibited under the Holding Foreign Companies Accountable Act if the
PCAOB determines that it cannot inspect or investigate completely your auditor, Ernst
& Young Hua Ming LLP.
FirstName LastNameRaymond Ming Hui Lin
Comapany NameCLPS Incorporation
November 17, 2022 Page 2
FirstName LastName
Raymond Ming Hui Lin
CLPS Incorporation
November 17, 2022
Page 2
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: James Zhang