Correspondence 0001213900-23-011417 from ICZOOM Group Inc. (IZM) (CIK 0001854572) (IZM)
ICZOOM Group Inc. (IZM) (CIK 0001854572)
Date: Feb. 14, 2023 · CIK: 0001854572 · Accession: 0001213900-23-011417
AI Filing Summary & Sentiment
File numbers found in text: 333-259012
Referenced dates: February 10, 2023
Letter
Division of Corporation Finance Office of Trade & Services Re: ICZOOM Group Inc. Amendment No. 15 to Registration on Form F-1 Filed February 3, 2023 File No. 333-259012
Dear Mr. Field:
This letter is in response to the letter dated February 10, 2023, 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. 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.
Response: In response to the Staff’s comments, we revised the amount of the net proceeds on page 29 of the Registration Statement.
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.
Response: In response to the Staff’s comments, we the items of the as adjusted shares in the Capitalization table on page 87 of the Registration Statement. We further disclosed the number of shares outstanding on an as adjusted basis if the over-allotment option is exercised.
Address: Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road, Futian District, Shenzhen
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
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CORRESP
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ICZOOM GROUP INC.
February 14, 2023
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. 15 to Registration on Form F-1
Filed February 3, 2023
File No. 333-259012
Dear Mr. Field:
This letter is in response
to the letter dated February 10, 2023, 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. 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.
Response: In response to the Staff’s
comments, we revised the amount of the net proceeds on page 29 of the Registration Statement.
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.
Response: In response to the Staff’s
comments, we the items of the as adjusted shares in the Capitalization table on page 87 of the Registration Statement. We further disclosed
the number of shares outstanding on an as adjusted basis if the over-allotment option is exercised.
Address: Room 3801, Building A, Sunhope e·METRO,
No. 7018 Cai Tian Road, Futian District, Shenzhen
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]