SEC Comment Letter 0000000000-23-000283 to Primech Holdings Ltd (PMEC) (CIK 0001891944) (PMEC)
Primech Holdings Ltd (PMEC) (CIK 0001891944)
Date: Jan. 11, 2023 · CIK: 0001891944 · Accession: 0000000000-23-000283
AI Filing Summary & Sentiment
File numbers found in text: 333-264036
Letter
United States securities and exchange commission logo January 11, 2023 Ken Ho Chairman Primech Holdings Pte. Ltd. 23 Ubi Crescent Singapore 408579 Re:Primech Holdings Pte. Ltd. Amendment No. 5 to Registration Statement on Form F-1 Filed December 15, 2022 File No. 333-264036 Dear Ken Ho: 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. Unless we note otherwise, our references to prior comments are to comments in our December 9, 2022 letter. Amendment No. 5 to Registration Statement on Form F-1 filed December 15, 2022 Risk Factors, page 15 1.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.
FirstName LastNameKen Ho Comapany NamePrimech Holdings Pte. Ltd. January 11, 2023 Page 2 FirstName LastName Ken Ho Primech Holdings Pte. Ltd. January 11, 2023 Page 2 General 2.We note your response to comment 3, as well as your revised disclosure that "[a]ny shares sold by the selling shareholder covered by this prospectus will only occur after the trading of our Ordinary Shares on the Nasdaq Capital Market, or Nasdaq, begins at prevailing market prices or in privately negotiated prices." Please revise to clarify that the selling shareholder will sell their shares at prevailing market prices or in privately negotiated prices, if true. Please also include a placeholder for the date of effectiveness of this registration statement as well as your initial public offering price and/or most recent trading price, and confirm that you will include such information in the Rule 424(b) prospectus filed in connection with this resale offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K. 3.We note your response to comment 5, as well as your revised disclosure on page Alt-13 that you will have 32,500,000 "Ordinary Shares outstanding before the Resale Offering." However, your disclosure on the Resale Offering prospectus cover page indicates that you will not commence the Resale Offering until the closing of the IPO. Please therefore revise to clarify that you will have 37,500,000 shares outstanding immediately before the Resale Offering, assuming the issuance by you of 5,000,000 shares in your IPO, if true. You may contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Lawrence Venick
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United States securities and exchange commission logo
January 11, 2023
Ken Ho
Chairman
Primech Holdings Pte. Ltd.
23 Ubi Crescent
Singapore 408579
Re:Primech Holdings Pte. Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed December 15, 2022
File No. 333-264036
Dear Ken Ho:
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. Unless we note
otherwise, our references to prior comments are to comments in our December 9, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed December 15, 2022
Risk Factors, page 15
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and discuss the risks to investors when investing in
stock where the price is changing rapidly. Clearly state that such volatility, including any
stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock.
FirstName LastNameKen Ho
Comapany NamePrimech Holdings Pte. Ltd.
January 11, 2023 Page 2
FirstName LastName
Ken Ho
Primech Holdings Pte. Ltd.
January 11, 2023
Page 2
General
2.We note your response to comment 3, as well as your revised disclosure that "[a]ny shares
sold by the selling shareholder covered by this prospectus will only occur after the trading
of our Ordinary Shares on the Nasdaq Capital Market, or Nasdaq, begins at prevailing
market prices or in privately negotiated prices." Please revise to clarify that the selling
shareholder will sell their shares at prevailing market prices or in privately negotiated
prices, if true. Please also include a placeholder for the date of effectiveness of
this registration statement as well as your initial public offering price and/or most recent
trading price, and confirm that you will include such information in the Rule 424(b)
prospectus filed in connection with this resale offering. Refer to Instruction 2 to Item
501(b)(3) of Regulation S-K.
3.We note your response to comment 5, as well as your revised disclosure on page Alt-13
that you will have 32,500,000 "Ordinary Shares outstanding before the Resale Offering."
However, your disclosure on the Resale Offering prospectus cover page indicates that you
will not commence the Resale Offering until the closing of the IPO. Please therefore
revise to clarify that you will have 37,500,000 shares outstanding immediately before the
Resale Offering, assuming the issuance by you of 5,000,000 shares in your IPO, if true.
You may contact Tony Watson at 202-551-3318 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Lawrence Venick