SEC Comment Letter 0000000000-24-003782 to Erayak Power Solution Group Inc. (RAYA)
Erayak Power Solution Group Inc.
Date: April 9, 2024 · CIK: 0001825875 · Accession: 0000000000-24-003782
AI Filing Summary & Sentiment
File numbers found in text: 333-278347
Letter
United States securities and exchange commission logo April 9, 2024 Lingyi Kong Chief Executive Officer Erayak Power Solution Group Inc. No. 528, 4th Avenue Binhai Industrial Park Wenzhou, Zhejiang Province People’s Republic of China 325025 Re:Erayak Power Solution Group Inc. Registration Statement on Form F-3 Filed March 28, 2024 File No. 333-278347 Dear Lingyi Kong: We have conducted a limited review of your 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. Registration Statement on Form F-3 filed March 28, 2024 Information Incorporated by Reference, page 71 1.Please revise this section to include the language required by Item 6(b) of Form F-3. General 2.We note you incorporated consolidated financial statements for the years ended December 31, 2022 and 2021 into this F-3. Please note that per Item 8.A.4 of Form 20-F, the last year of audited financial statements may not be older than 15 months at the time of the offering or listing. Accordingly, please update your financial statements.
FirstName LastNameLingyi Kong Comapany NameErayak Power Solution Group Inc. April 9, 2024 Page 2 FirstName LastName Lingyi Kong Erayak Power Solution Group Inc. April 9, 2024 Page 2 3.Your fee table, prospectus and legal opinions must cover each security and transaction you intend to register. Your prospectus cover page refers to share purchase contracts and units, which are not in your fee table. Additionally, your legal opinions refer only to issuances of shares and debt securities but none of the other securities in your prospectus or fee table. Please revise. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: William Rosenstadt
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United States securities and exchange commission logo
April 9, 2024
Lingyi Kong
Chief Executive Officer
Erayak Power Solution Group Inc.
No. 528, 4th Avenue
Binhai Industrial Park
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re:Erayak Power Solution Group Inc.
Registration Statement on Form F-3
Filed March 28, 2024
File No. 333-278347
Dear Lingyi Kong:
We have conducted a limited review of your 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.
Registration Statement on Form F-3 filed March 28, 2024
Information Incorporated by Reference, page 71
1.Please revise this section to include the language required by Item 6(b) of Form F-3.
General
2.We note you incorporated consolidated financial statements for the years ended December
31, 2022 and 2021 into this F-3. Please note that per Item 8.A.4 of Form 20-F, the last
year of audited financial statements may not be older than 15 months at the time of the
offering or listing. Accordingly, please update your financial statements.
FirstName LastNameLingyi Kong
Comapany NameErayak Power Solution Group Inc.
April 9, 2024 Page 2
FirstName LastName
Lingyi Kong
Erayak Power Solution Group Inc.
April 9, 2024
Page 2
3.Your fee table, prospectus and legal opinions must cover each security and transaction
you intend to register. Your prospectus cover page refers to share purchase contracts and
units, which are not in your fee table. Additionally, your legal opinions refer only to
issuances of shares and debt securities but none of the other securities in your prospectus
or fee table. Please revise.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: William Rosenstadt