SEC Comment Letter 0000000000-23-000279 to Republic Power Group Ltd (RPGL)
Republic Power Group Ltd
Date: Jan. 11, 2023 · CIK: 0001912884 · Accession: 0000000000-23-000279
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-266256
Referenced dates: April 19, 2022, August 2, 2022
Letter
United States securities and exchange commission logo January 11, 2023 Ziyang Long Chief Executive Officer Republic Power Group Ltd. 158 Kallang Way #06-08 Singapore, Republic of Singapore S349245 Re:Republic Power Group Ltd. Amendment No. 3 to Registration Statement on Form F-1 Filed December 23, 2022 File No. 333-266256 Dear Ziyang Long: 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. Amendment No. 3 to the Registration Statement on Form F-1 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 39 1.As previously requested in prior comment 7 of our letter dated April 19, 2022 and prior comment 1 of our letter dated August 2, 2022, please revise to disclose the minimum period of time that you will be able to conduct planned operations using only currently available capital resources. We refer you to FRC 501.03(a) and Section IV of SEC Interpretive Release 33-8350.
FirstName LastNameZiyang Long Comapany NameRepublic Power Group Ltd. January 11, 2023 Page 2 FirstName LastName Ziyang Long Republic Power Group Ltd. January 11, 2023 Page 2 Selling Shareholders, page 59 2.Please revise the table to reflect only the selling shareholders who are offering shares in this prospectus as part of the underwriting agreement. We note that you have a separate Resale Prospectus for the shares being offered by selling shareholders who have not entered into an underwriting agreement. Please also revise the table in the Resale Prospectus to reflect only the shares being sold pursuant to that prospectus. Consolidated Financial Statements Note 14. Subsequent events, page F-25 3.You disclose that subsequent events were evaluated through December 20, 2022, the date the consolidated financial statements were issued. However, we note that the audit opinion is dated December 22, 2022. Please advise or revise. You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or Christine Dietz, Senior Staff Accountant, at 202-551-3408 if you have questions regarding comments on the financial statements and related matters. Please contact Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Joan Wu
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United States securities and exchange commission logo
January 11, 2023
Ziyang Long
Chief Executive Officer
Republic Power Group Ltd.
158 Kallang Way #06-08
Singapore, Republic of Singapore S349245
Re:Republic Power Group Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed December 23, 2022
File No. 333-266256
Dear Ziyang Long:
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.
Amendment No. 3 to the Registration Statement on Form F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 39
1.As previously requested in prior comment 7 of our letter dated April 19, 2022 and prior
comment 1 of our letter dated August 2, 2022, please revise to disclose the minimum
period of time that you will be able to conduct planned operations using only currently
available capital resources. We refer you to FRC 501.03(a) and Section IV of SEC
Interpretive Release 33-8350.
FirstName LastNameZiyang Long
Comapany NameRepublic Power Group Ltd.
January 11, 2023 Page 2
FirstName LastName
Ziyang Long
Republic Power Group Ltd.
January 11, 2023
Page 2
Selling Shareholders, page 59
2.Please revise the table to reflect only the selling shareholders who are offering shares in
this prospectus as part of the underwriting agreement. We note that you have a separate
Resale Prospectus for the shares being offered by selling shareholders who have not
entered into an underwriting agreement. Please also revise the table in the Resale
Prospectus to reflect only the shares being sold pursuant to that prospectus.
Consolidated Financial Statements
Note 14. Subsequent events, page F-25
3.You disclose that subsequent events were evaluated through December 20, 2022, the date
the consolidated financial statements were issued. However, we note that the audit
opinion is dated December 22, 2022. Please advise or revise.
You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 if you have questions regarding comments on
the financial statements and related matters. Please contact Charli Gibbs-Tabler, Staff Attorney,
at 202-551-6388 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joan Wu