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Correspondence 0001213900-22-082321 from Republic Power Group Ltd (RPGL)

Republic Power Group Ltd
Date: Dec. 22, 2022 · CIK: 0001912884 · Accession: 0001213900-22-082321

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File numbers found in text: 333-266256

Referenced dates: September 23, 2022

Date
December 22, 2022
Author
/s/ Ziyang Long
Form
CORRESP
Company
Republic Power Group Ltd

Letter

VIA EDGAR Division of Corporation Finance Office of Technology Attention: Megan Akst Re: Republic Power Group Ltd. Amendment No.2 to Registration Statement on Form F-1 Filed September 9, 2022 File No. 333-266256

Dear Ms. Megan Akst:

This letter is in response to the letter dated September 23, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Republic Power Group Ltd. (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An Amendment No. 3 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Amendment No. 2 to Form F-1 filed September 9, 2022

The Offering, page 6

1. Please provide us with your calculation supporting net proceeds from the offering of $13,675,700 after deducting underwriting discounts and estimated offering expenses payable. Ensure underwriting discounts and expenses related to this offering reconcile to detailed disclosures elsewhere in the filing.

Response: We prepared the following table of underwriting discounts and offering expenses for the Staff’s review, assuming the offering price is $5 per share, and we are offering 3,000,000 ordinary shares in this offering. We updated the amount of net proceeds from the offering to $13,217,569 and confirmed that the underwriting discounts and expenses related to this offering reconcile to detailed disclosures elsewhere in the filing.

Underwriting Discounts and Offering Expenses Amount ($)

Underwriting discount 975,000

SEC registration fee 3,392

The Nasdaq Capital Market listing fee 80,000

FINRA filing fee 5,990

Printing and engraving expenses 15,000

Legal fees and expenses 486,729

Accounting fees and expenses 52,000

Transfer agent and registrar fees and expenses

Miscellaneous expenses 164,120

Total 1,782,431

Capitalization, page 26

2. Please supplementally provide us with a reconciliation of the change in pro forma as adjusted amounts. Ensure that the net proceeds used reconciles to the $13,675,700 net proceeds disclosed throughout the filing and in note (1) to the table.

Response: We updated our disclosure on page 26 of the Amended Registration Statement to reflect that the pro forma as adjusted shareholders’ equity after the offering as of June 30, 2022, will be $16,600,426. The supporting calculation is as follows:

Amount ($)

Shareholders’ Equity as of June 30, 2022 3,382,857

Gross Proceeds from the IPO 15,000,000

Underwriting Discounts (975,000 )

Offering Expenses (807,431 )

Pro Forma As Adjusted Shareholders’ Equity as of June 30, 2022 16,600,426

We also updated the amount of net proceeds to $13,217,569 and confirmed that the net proceeds used reconciles to the $13,217,569 net proceeds disclosed throughout the filing and in note (1) to the capitalization table on page 26 of the Amended Registration Statement.

Dilution, page 27

3. Please provide us with the calculation that supports the as adjusted net tangible book value after the offering of $16,665,320 as of December 31, 2021.

Response: We respectfully inform the Staff that we updated our disclosure on page 27 of the Amended Registration Statement to reflect that the as adjusted net tangible book value after the offering as of June 30, 2022, will be $0.87. The supporting calculation is as follows:

Amount ($)

Net Tangible Book Value as of June 30, 2022 0.18

Gross Proceeds from IPO 15,000,000

Underwriting Discount (975,000 )

Offering Costs (807,431 )

As Adjusted Net Tangible Book Value as of June 30, 2022 0.87

We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq. and Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2208 and (212) 530-2206, respectively.

Very truly yours,
/s/ Ziyang Long

Show Raw Text
CORRESP
1
filename1.htm

REPUBLIC POWER GROUP LTD.

December 22, 2022

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Megan Akst

    Christine Dietz

    Charli Gibbs-Tabler

    Jan Woo

    Re:
    Republic Power Group Ltd.

    Amendment No.2 to Registration Statement on Form F-1

    Filed September 9, 2022

    File No. 333-266256

Dear Ms. Megan Akst:

This letter is in response
to the letter dated September 23, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Republic Power Group Ltd. (the “Company,” “we,” and “our”). For ease of reference, we
have recited the Commission’s comments in this response and numbered them accordingly. An Amendment No. 3 to the Registration Statement
on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Amendment No. 2 to Form F-1 filed September 9, 2022

The Offering, page 6

    1.
    Please provide us with your calculation supporting net proceeds from the offering of $13,675,700  after deducting underwriting discounts and estimated offering expenses payable. Ensure underwriting discounts and expenses related to this offering reconcile to detailed disclosures elsewhere in the filing.

Response: We prepared the following table
of underwriting discounts and offering expenses for the Staff’s review, assuming the offering price is $5 per share, and we are
offering 3,000,000 ordinary shares in this offering. We updated the amount of net proceeds from the offering to $13,217,569 and confirmed
that the underwriting discounts and expenses related to this offering reconcile to detailed disclosures elsewhere in the filing.

    Underwriting Discounts and Offering Expenses
    Amount ($)

    Underwriting discount
      975,000

    SEC registration fee
      3,392

    The Nasdaq Capital Market listing fee
      80,000

    FINRA filing fee
      5,990

    Printing and engraving expenses
      15,000

    Legal fees and expenses
      486,729

    Accounting fees and expenses
      52,000

    Transfer agent and registrar fees and expenses
      200

    Miscellaneous expenses
      164,120

    Total
      1,782,431

Capitalization, page 26

    2.
    Please supplementally provide us with a reconciliation of the change in pro forma as adjusted amounts. Ensure that the net proceeds used reconciles to the $13,675,700 net proceeds disclosed throughout the filing and in note (1) to the table.

Response: We updated our disclosure on
page 26 of the Amended Registration Statement to reflect that the pro forma as adjusted shareholders’ equity after
the offering as of June 30, 2022, will be $16,600,426. The supporting calculation is as follows:

    Amount ($)

    Shareholders’ Equity as of June 30, 2022
      3,382,857

    Gross Proceeds from the IPO
      15,000,000

    Underwriting Discounts
      (975,000 )

    Offering Expenses
      (807,431 )

    Pro Forma As Adjusted Shareholders’ Equity as of June 30, 2022
      16,600,426

We also updated the amount of net proceeds to
$13,217,569 and confirmed that the net proceeds used reconciles to the $13,217,569 net proceeds disclosed throughout the filing and in
note (1) to the capitalization table on page 26 of the Amended Registration Statement.

Dilution, page 27

    3.
    Please provide us with the calculation that supports the as adjusted net tangible book value after the offering of $16,665,320 as of December 31, 2021.

Response: We respectfully inform the Staff
that we updated our disclosure on page 27 of the Amended Registration Statement to reflect that the as adjusted net tangible
book value after the offering as of June 30, 2022, will be $0.87. The supporting calculation is as follows:

    Amount ($)

    Net Tangible Book Value as of June 30, 2022
      0.18

    Gross Proceeds from IPO
      15,000,000

    Underwriting Discount
      (975,000 )

    Offering Costs
      (807,431 )

    As Adjusted Net Tangible Book Value as of June 30, 2022
      0.87

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq. and Ying
Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2208 and (212) 530-2206, respectively.

    Very truly yours,

    /s/ Ziyang Long

    Name:
    Ziyang Long

    Title:
    Chief Executive Officer

Joan Wu, Esq.

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC