Correspondence 0001493152-22-034236 from WANG & LEE GROUP, Inc. (WLGS) (CIK 0001899658) (WLGSF)
WANG & LEE GROUP, Inc. (WLGS) (CIK 0001899658)
Date: Dec. 2, 2022 · CIK: 0001899658 · Accession: 0001493152-22-034236
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-265730
Referenced dates: November 25, 2022
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Technology WANG & LEE GROUP, Inc. Amendment No. 5 to Registration Statement on Form F-1 Filed November 7, 2022 File No. 333-265730
Dear Ms. Rivera and Messrs Lopez, Demarest and Esquivel,
On behalf of our client, WANG & LEE GROUP Inc. (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 25, 2022. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
* * *
Amendment No. 5 to Registration Statement on Form F-1 filed November 7, 2022 General
1. Throughout your prospectus, please update all information to a more recent date than December 31, 2021.
Response:
Responsive to the Staff’s comment, we have updated the following information in the prospectus to a more recent date than December 31, 2021:
- Selected Financial Data on page 18;
- Exchange Rate Information on page 48;
- The number of registered specialist contractors on page 66;
- Our Services on pages 69-71;
- Non-payment of any liquidated damages to customers on page 73;
- Customers on page 76;
- Suppliers on page 77;
- Leases on page 81;
- Related Party Transactions on page 100;
2.We note your cover page disclosure that you “have not yet been approved for listing on the Nasdaq Capital Market . . .” Please reconcile this disclosure with your disclosure on page 115 that you “have applied for and gotten a listing approval letter to list the ordinary shares on Nasdaq . . .” In addition, please include disclosure on the cover page to disclose that Nasdaq listing is a condition to your offering, as indicated on page 126 of your registration statement.
Response:
We have corrected the inconsistency on page 115 of the Revised Registration Statement to mirror the disclosure on the cover page that the Company has not been approved for listing on the Nasdaq Capital Market. Additionally, we have added disclosure on the cover page to disclose that Nasdaq listing is a condition of the Company’s offering.
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srf.law.
Very truly yours,
SICHENZIA ROSS FERENCE LLP
Show Raw Text
CORRESP
1
filename1.htm
December
2, 2022
Isabel
Rivera/James Lopez
William
Demarest/ Isaac Esquivel
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Re:
WANG
& LEE GROUP, Inc.
Amendment
No. 5 to Registration Statement on Form F-1
Filed
November 7, 2022
File
No. 333-265730
Dear
Ms. Rivera and Messrs Lopez, Demarest and Esquivel,
On
behalf of our client, WANG & LEE GROUP Inc. (the “Company”), we submit to the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated November 25, 2022. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR
to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.
*
* *
Amendment
No. 5 to Registration Statement on Form F-1 filed November 7, 2022 General
1. Throughout your prospectus, please update all information to a more recent date than December 31, 2021.
Response:
Responsive
to the Staff’s comment, we have updated the following information in the prospectus to a more recent date than December 31, 2021:
-
Selected Financial Data on page 18;
-
Exchange Rate Information on page 48;
-
The number of registered specialist contractors on
page 66;
-
Our
Services on pages 69-71;
-
Non-payment
of any liquidated damages to customers on page 73;
-
Customers
on page 76;
-
Suppliers
on page 77;
-
Leases
on page 81;
-
Related Party Transactions on page 100;
2.We
note your cover page disclosure that you “have not yet been approved for listing on the Nasdaq Capital Market . . .” Please
reconcile this disclosure with your disclosure on page 115 that you “have applied for and gotten a listing approval letter to list
the ordinary shares on Nasdaq . . .” In addition, please include disclosure on the cover page to disclose that Nasdaq listing is
a condition to your offering, as indicated on page 126 of your registration statement.
Response:
We
have corrected the inconsistency on page 115 of the Revised Registration Statement to mirror the disclosure on the cover page that the
Company has not been approved for listing on the Nasdaq Capital Market. Additionally, we have added disclosure on the cover page to disclose
that Nasdaq listing is a condition of the Company’s offering.
If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.
Very truly yours,
SICHENZIA ROSS FERENCE LLP
/s/ Benjamin
Tan
Benjamin Tan Esq.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW