SEC Comment Letter 0000000000-23-001392 to ICZOOM Group Inc. (IZM) (CIK 0001854572) (IZM)
ICZOOM Group Inc. (IZM) (CIK 0001854572)
Date: Feb. 10, 2023 · CIK: 0001854572 · Accession: 0000000000-23-001392
AI Filing Summary & Sentiment
File numbers found in text: 333-259012
Letter
United States securities and exchange commission logo February 10, 2023 Lei Xia Chief Executive Officer ICZOOM Group Inc. Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road Futian District, Shenzhen Guangdong, China, 518000 Re:ICZOOM Group Inc. Amendment No. 15 to Registration Statement on Form F-1 Filed February 3, 2023 File No. 333-259012 Dear Lei Xia: We have reviewed your amended registration statement and have the following comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Amendment No. 15 to Registration Statement on Form F-1 The Offering Use of Proceeds, page 29 1.Proceeds of $6.75 million appear to be the gross proceeds. Please explain or revise to disclose the net proceeds. Capitalization, page 87 2.Please revise the as adjusted shares of 7,996,874 in the table to reflect the reduction in the Offering to 1,500,000 shares. Also, please revise to disclose the number of shares outstanding on an as adjusted basis if the over-allotment option is exercised.
FirstName LastNameLei Xia Comapany NameICZOOM Group Inc. February 10, 2023 Page 2 FirstName LastName Lei Xia ICZOOM Group Inc. February 10, 2023 Page 2 You may contact Scott Stringer at 202-551-3272 or Linda Cvrkel at 202-551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
February 10, 2023
Lei Xia
Chief Executive Officer
ICZOOM Group Inc.
Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road
Futian District, Shenzhen
Guangdong, China, 518000
Re:ICZOOM Group Inc.
Amendment No. 15 to Registration Statement on Form F-1
Filed February 3, 2023
File No. 333-259012
Dear Lei Xia:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Amendment No. 15 to Registration Statement on Form F-1
The Offering
Use of Proceeds, page 29
1.Proceeds of $6.75 million appear to be the gross proceeds. Please explain or revise to
disclose the net proceeds.
Capitalization, page 87
2.Please revise the as adjusted shares of 7,996,874 in the table to reflect the reduction in the
Offering to 1,500,000 shares. Also, please revise to disclose the number of shares
outstanding on an as adjusted basis if the over-allotment option is exercised.
FirstName LastNameLei Xia
Comapany NameICZOOM Group Inc.
February 10, 2023 Page 2
FirstName LastName
Lei Xia
ICZOOM Group Inc.
February 10, 2023
Page 2
You may contact Scott Stringer at 202-551-3272 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters. Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services