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SEC Comment Letter 0000000000-23-006504 to Republic Power Group Ltd (RPGL)

Republic Power Group Ltd
Date: June 15, 2023 · CIK: 0001912884 · Accession: 0000000000-23-006504

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-266256

Referenced dates: April 19, 2022

Date
June 15, 2023
Author
Office of Technology
Form
UPLOAD
Company
Republic Power Group Ltd

Letter

United States securities and exchange commission logo June 15, 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. 6 to Registration Statement on Form F-1 Filed May 25, 2023 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. 6 to Form F-1 filed May 25, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 44 1.As previously requested in comment 7 of our letter dated April 19, 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. June 15, 2023 Page 2 FirstName LastName Ziyang Long Republic Power Group Ltd. June 15, 2023 Page 2 Year Ended June 30, 2022 Compared to Year Ended June 30, 2021 Revenues, page 48 2.Clarify your disclosure to explain what you mean when you attribute the decline in revenue from fiscal year end 2022 vs. 2021 to the "productization of certain software products executed in the fiscal year of 2022". Also, please revise the factors underlying the significant decline for all material components of your revenue. For example, we note that revenue from software development contracts are generally recognized over time and revenue from consulting and technical support services is recognized over the contract term. Please explain why, for the six month period ended December 31, 2022, you attributed the decrease in revenue to the fact that most of your software development projects are still "work in progress".

Business Sales and Marketing, page 62 3.We note that you have new operations in the Malaysian market. Please revise your disclosure regarding your intent to hire new sales consultants in Vietnam, Malaysia, and the rest of the Southeast Asia region. To the extent material, discuss any material effects of government regulations on your business in Malaysia. See Item 4.B of Form 20-F.

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

Show Raw Text
United States securities and exchange commission logo
June 15, 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. 6 to Registration Statement on Form F-1
Filed May 25, 2023
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. 6 to Form F-1 filed May 25, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 44
1.As previously requested in comment 7 of our letter dated April 19, 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.
 June 15, 2023 Page 2
 FirstName LastName
Ziyang Long
Republic Power Group Ltd.
June 15, 2023
Page 2
Year Ended June 30, 2022 Compared to Year Ended June 30, 2021
Revenues, page 48
2.Clarify your disclosure to explain what you mean when you attribute the decline in
revenue from fiscal year end 2022 vs. 2021 to the "productization of certain software
products executed in the fiscal year of 2022".  Also, please revise the factors underlying
the significant decline for all material components of your revenue. For example, we note
that revenue from software development contracts are generally recognized over time
and revenue from consulting and technical support services is recognized over the contract
term. Please explain why, for the six month period ended December 31, 2022, you
attributed the decrease in revenue to the fact that most of your software development
projects are still "work in progress".

Business
Sales and Marketing, page 62
3.We note that you have new operations in the Malaysian market.  Please revise your
disclosure regarding your intent to hire new sales consultants in Vietnam, Malaysia, and
the rest of the Southeast Asia region. To the extent material, discuss any material effects
of government regulations on your business in Malaysia. See Item 4.B of Form 20-F.

            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