SEC Comment Letter 0000000000-23-010413 to Republic Power Group Ltd (RPGL)
Republic Power Group Ltd
Date: Sept. 21, 2023 · CIK: 0001912884 · Accession: 0000000000-23-010413
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-266256
Letter
United States securities and exchange commission logo September 21, 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. 7 to Registration Statement on Form F-1 Filed September 18, 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 7 to Form F-1 filed September 18, 2023 The Offering, page 9 1.You disclose net proceeds from the offering will be approximately $6,028,671, however you disclose gross proceeds of $7,040,000, underwriting discounts of $563,200 and expenses related to this offering of $812,431 which results in net proceeds of $5,664,369. Revise the filing as necessary to ensure the net offering proceeds disclosed reconciles to the detailed disclosures elsewhere in the filing and ensure the capitalization and dilution tables are revised accordingly.
FirstName LastNameZiyang Long Comapany NameRepublic Power Group Ltd. September 21, 2023 Page 2 FirstName LastName Ziyang Long Republic Power Group Ltd. September 21, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 44 2.Please clarify your disclosure that you believe your existing cash and cash equivalents, anticipated cash raised from financings, and anticipated cash flow from operations will be sufficient to meet your capital requirement under March 31, 2024. In this respect, please revise to disclose the minimum period of time that you will be able to conduct planned operations using currently available capital resources. We refer you to FRC 501.03(a) of Regulation S-K and Section IV of SEC Release 33-8350 You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407or 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
September 21, 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. 7 to Registration Statement on Form F-1
Filed September 18, 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 7 to Form F-1 filed September 18, 2023
The Offering, page 9
1.You disclose net proceeds from the offering will be approximately $6,028,671, however
you disclose gross proceeds of $7,040,000, underwriting discounts of $563,200 and
expenses related to this offering of $812,431 which results in net proceeds of $5,664,369.
Revise the filing as necessary to ensure the net offering proceeds disclosed reconciles to
the detailed disclosures elsewhere in the filing and ensure the capitalization and dilution
tables are revised accordingly.
FirstName LastNameZiyang Long
Comapany NameRepublic Power Group Ltd.
September 21, 2023 Page 2
FirstName LastName
Ziyang Long
Republic Power Group Ltd.
September 21, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 44
2.Please clarify your disclosure that you believe your existing cash and cash
equivalents, anticipated cash raised from financings, and anticipated cash flow from
operations will be sufficient to meet your capital requirement under March 31, 2024. In
this respect, please revise to disclose the minimum period of time that you will be able to
conduct planned operations using currently available capital resources. We refer you to
FRC 501.03(a) of Regulation S-K and Section IV of SEC Release 33-8350
You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407or 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