Correspondence 0001213900-22-079764 from ICZOOM Group Inc. (IZM) (CIK 0001854572) (IZM)
ICZOOM Group Inc. (IZM) (CIK 0001854572)
Date: Dec. 14, 2022 · CIK: 0001854572 · Accession: 0001213900-22-079764
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-259012
Referenced dates: December 8, 2022
Letter
Division of Corporation Finance Office of Trade & Services Re: ICZOOM Group Inc. Amendment No. 13 to Registration on Form F-1 Filed December 2, 2022 File No. 333-259012
Dear Mr. Field:
This letter is in response to the letter dated December 8, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to ICZOOM Group, Inc. (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.
Amendment No. 13 to Registration on Form F-1
General
1. We note your revised disclosure that you have updated the offering to include an over-allotment. We also note that revised Exhibit 107 lists additional registered securities. Please have legal counsels revise Exhibits 5.1 and 5.2 to cover and opine upon all registered securities.
Response: In response to the Staff’s comments, we filed the updated legal opinions from Cayman Islands counsel and U.S. securities counsel as Exhibit 5.1 and 5.2, respectively.
2. Please expand your footnote to provide all the disclosures required by ASC 842-20-50-4,as applicable, for each income statement period presented or explain how you have complied with the guidance.
Response: In response to the Staff’s comments, we expanded the disclosures of Note 10- Leases on F-25 of the Registration Statement to provide the disclosures required by ASC 842-20-50-4, as applicable, for each income statement period presented.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.
Very truly yours,
By:
/s/ Lei Xia
Show Raw Text
CORRESP
1
filename1.htm
ICZOOM GROUP INC.
December 14, 2022
Mr. Donald Field
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re: ICZOOM Group Inc.
Amendment No. 13 to Registration on
Form F-1
Filed December 2, 2022
File No. 333-259012
Dear Mr. Field:
This letter is in response
to the letter dated December 8, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to ICZOOM Group, Inc. (the “Company,” “we,”
and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly.
The amendment to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.
Amendment No. 13 to Registration on Form F-1
General
1. We note your revised disclosure that you have updated the offering to include an over-allotment.
We also note that revised Exhibit 107 lists additional registered securities. Please have legal counsels revise Exhibits 5.1 and
5.2 to cover and opine upon all registered securities.
Response: In response to the Staff’s
comments, we filed the updated legal opinions from Cayman Islands counsel and U.S. securities counsel as Exhibit 5.1 and 5.2, respectively.
2. Please expand your footnote to provide all the disclosures required by ASC 842-20-50-4,as applicable,
for each income statement period presented or explain how you have complied with the guidance.
Response: In response to the Staff’s
comments, we expanded the disclosures of Note 10- Leases on F-25 of the Registration Statement to provide the disclosures required by
ASC 842-20-50-4, as applicable, for each income statement period presented.
We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.
Very truly yours,
By:
/s/ Lei Xia
Lei Xia
Chief Executive Officer
CC: Arila Zhou, Esq.
Robinson & Cole LLP
[signature page to the SEC response letter]
Address: Room 3801, Building A, Sunhope e·METRO,
No. 7018 Cai Tian Road, Futian District, Shenzhen