Correspondence 0001213900-23-080560 from Republic Power Group Ltd (RPGL)
Republic Power Group Ltd
Date: Sept. 28, 2023 · CIK: 0001912884 · Accession: 0001213900-23-080560
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File numbers found in text: 333-266256
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CORRESP
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filename1.htm
Prime Number Capital LLC
12 E 49 St, Floor 27,
New York, NY 10017
September 28, 2023
VIA EDGAR
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Charli Gibbs-Tabler
Jan Woo
Megan Akst
Christine Dietz
Re:
Republic Power Group Ltd. (the “Company”)
Registration Statement on Form F-1, as amended
Filed July 21, 2022
File No. 333-266256
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Prime Number Capital LLC, as the underwriter of the offering, hereby join the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on September 29, 2023 at 4:30 p.m., Eastern time, or as soon
thereafter as practicable.
Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting as the underwriter, wish to advise you that,
through September 28, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated September
27, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
PRIME NUMBER CAPITAL LLC
By:
/s/ Xiaoyan Jiang
Name:
Xiaoyan Jiang
Title:
Chairwoman
[Signature Page to the Acceleration Request
Letter—Underwriter]