Correspondence 0001213900-24-037915 from Erayak Power Solution Group Inc. (RAYA)
Erayak Power Solution Group Inc.
Date: April 30, 2024 · CIK: 0001825875 · Accession: 0001213900-24-037915
AI Filing Summary & Sentiment
File numbers found in text: 333-278347
Letter
Division of Corporation Finance Office of Manufacturing Erayak Power Solution Group Inc. Registration Statement on Form F-3 Filed March 28, 2024 File No. 333-278347
Dear Ms. Donahue:
This letter is in response to your letter on April 9, 2024 in which you provided comments to the Registration Statement on Form F-3 (the “Registration Statement”) of Erayak Power Solution Group Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on March 28, 2024. On the date hereof, the Company has submitted an Amendment No. 1 to the Registration Statement on Form F-3/A (“Form F-3/A”). We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration Statement on Form F-3 filed March 28, 20224
Information Incorporated by Reference, page
1. Please revise this section to include the language required by Item 6(b) of Form F-3.
RESPONSE: We respectfully advise the Staff that we have revised page 71 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.
RESPONSE: We respectfully advise the Staff that we have incorporated the updated financial statements for the years ended December 31, 2023 and 2022.
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.
RESPONSE: We respectfully advise the Staff that we have included all securities and transactions referenced on the cover page into the updated fee table in Exhibit 107. We further advise the Staff that we have updated the 5.1 legal opinion to refer to and include all other securities.
Additionally, we respectfully advise the Staff that we have included in the cover page, prospectus summary and risk factor sections of the F-3/A certain disclosures relating to the regulatory environment and challenges in China. Specifically, we have complied with the Sample Letters regarding China-Based Companies and added specific disclosure relating to the risk that the PRC government may intervene in or influence our operations at any time, and exert control over operations of our business, which could result in material changes in our operations, as well as disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. Please refer to “Regulatory Permissions” starting on page 8, “Risk Factors – Risks Related to Doing Business in China – Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us” on page 16, “The filing, approval or other administration requirements of the Chinese Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable” on page 17, and “Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless. The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China” on page 19.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Lingyi Kong
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Erayak Power Solution Group Inc.
No. 528, 4th Avenue
Binhai Industrial Park
Wenzhou, Zhejiang Province
People’s Republic of China 325025
April 30, 2024
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange
Commission
Washington, D.C. 20549-4720
Attn: Erin Donahue
Re:
Erayak Power Solution Group Inc.
Registration Statement on Form F-3
Filed March 28, 2024
File No. 333-278347
Dear Ms. Donahue:
This letter is in response to your letter on April
9, 2024 in which you provided comments to the Registration Statement on Form F-3 (the “Registration Statement”) of Erayak
Power Solution Group Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on March 28, 2024. On the
date hereof, the Company has submitted an Amendment No. 1 to the Registration Statement on Form F-3/A (“Form F-3/A”). We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration Statement on Form F-3 filed
March 28, 20224
Information Incorporated by Reference, page
71
1. Please
revise this section to include the language required by Item 6(b) of Form F-3.
RESPONSE: We respectfully advise the Staff
that we have revised page 71 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.
RESPONSE: We respectfully advise the Staff
that we have incorporated the updated financial statements for the years ended December 31, 2023 and 2022.
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.
RESPONSE: We respectfully advise the Staff
that we have included all securities and transactions referenced on the cover page into the updated fee table in Exhibit 107. We further
advise the Staff that we have updated the 5.1 legal opinion to refer to and include all other securities.
Additionally, we respectfully advise the Staff
that we have included in the cover page, prospectus summary and risk factor sections of the F-3/A certain disclosures relating to the
regulatory environment and challenges in China. Specifically, we have complied with the Sample Letters regarding China-Based Companies
and added specific disclosure relating to the risk that the PRC government may intervene in or influence our operations at any time, and
exert control over operations of our business, which could result in material changes in our operations, as well as disclosures relating
to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance
notice. Please refer to “Regulatory Permissions” starting on page 8, “Risk Factors – Risks Related to Doing Business
in China – Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden
or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections
available to you and us” on page 16, “The filing, approval or other administration requirements of the Chinese Securities
Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore
offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with
the CSRC and obtain such approval or complete such filing, as applicable” on page 17, and “Any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly
limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and cause the value of our ordinary
shares to significantly decline or be worthless. The M&A Rules and certain other PRC regulations establish complex procedures for
some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions
in China” on page 19.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Lingyi Kong
Lingyi Kong
Chief Executive Officer