Correspondence 0001213900-24-004268 from ICZOOM Group Inc. (IZM) (CIK 0001854572) (IZM)
ICZOOM Group Inc. (IZM) (CIK 0001854572)
Date: Jan. 17, 2024 · CIK: 0001854572 · Accession: 0001213900-24-004268
AI Filing Summary & Sentiment
File numbers found in text: 333-275708
Referenced dates: January 5, 2024
Letter
Division of Corporation Finance Office of Trade & Services Re: ICZOOM Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed December 7, 2023 File No. 333-275708
Dear Ms. Beaukenkamp:
This letter is in response to the letter dated January 5, 2024, 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 No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1. We note that your annual report on Form 20-F for the fiscal year ended June 30, 2023 contains disclosure regarding legal and operational risks in China and PRC regulations that is similar to the disclosure contained in your draft registration statement on Form F-1 that was submitted on August 25, 2023 and that is the subject of this staff review. Please supplementally confirm that, in future reports and filings, you will revise such disclosure to conform with the disclosure currently contained in Amendment No. 1 to Form F-1 as filed on December 7, 2023.
Response: We hereby confirm the receipt of this comment letter and further confirm that we will revise the required disclosure in the Company’s future reports and filings as applicable to conform with the disclosure currently contained in Amendment No. 1 to Form F-1 as filed on December 7, 2023 accordingly.
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,
[Signature Page Follows]
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CORRESP
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ICZOOM GROUP INC.
January 17, 2024
Ms. Kate Beukenkamp
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. 1 to Registration Statement
on Form F-1
Filed December 7, 2023
File No. 333-275708
Dear Ms. Beaukenkamp:
This letter is in response
to the letter dated January 5, 2024, 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 No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) is being filed to accompany this
letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1. We note that your annual report on Form 20-F for the fiscal year ended June 30, 2023 contains disclosure
regarding legal and operational risks in China and PRC regulations that is similar to the disclosure contained in your draft registration
statement on Form F-1 that was submitted on August 25, 2023 and that is the subject of this staff review. Please supplementally confirm
that, in future reports and filings, you will revise such disclosure to conform with the disclosure currently contained in Amendment No.
1 to Form F-1 as filed on December 7, 2023.
Response: We hereby confirm the receipt
of this comment letter and further confirm that we will revise the required disclosure in the Company’s future reports and filings
as applicable to conform with the disclosure currently contained in Amendment No. 1 to Form F-1 as filed on December 7, 2023 accordingly.
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,
[Signature Page Follows]
By:
/s/ Lei Xia
Lei Xia
Chief Executive Officer
Arila Zhou, Esq.
Robinson & Cole LLP
[signature page to the SEC response letter]