Correspondence 0001213900-25-017403 from ICZOOM Group Inc. (IZM) (CIK 0001854572) (IZM)
ICZOOM Group Inc. (IZM) (CIK 0001854572)
Date: Feb. 26, 2025 · CIK: 0001854572 · Accession: 0001213900-25-017403
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File numbers found in text: 333-284959
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Trade & Services Re: ICZOOM Group Inc. Registration Statement on Form F-3 Filed February 26, 2025 File No. 333-284959
Dear Ms. Beaukenkamp:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, ICZOOM Group Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on February 28, 2025, or as soon as thereafter practicable.
Please note that we acknowledge the following:
● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
● the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
ICZOOM Group Inc.
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ICZOOM GROUP INC.
VIA EDGAR
Ms. Kate Beaukenkamp
United States Securities and Exchange Commission
Division of Trade & Services
100 F Street, N.E.
Washington, DC 20549
February 26, 2025
Re:
ICZOOM Group Inc.
Registration Statement on Form F-3
Filed February 26, 2025
File No. 333-284959
Dear Ms. Beaukenkamp:
Pursuant to Rule 461 under
the Securities Act of 1933, as amended, ICZOOM Group Inc. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on February 28, 2025, or as soon as thereafter
practicable.
Please note that we acknowledge the following:
● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;
● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and
● the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
ICZOOM Group Inc.
By:
/s/ Lei Xia
Name:
Lei Xia
Title:
Chairman of the Board and Chief Executive Officer
cc: Arila Zhou, Esq.,
Robinson & Cole LLP