Correspondence 0001213900-24-026402 from Republic Power Group Ltd (RPGL)
Republic Power Group Ltd
Date: March 27, 2024 · CIK: 0001912884 · Accession: 0001213900-24-026402
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-266256
Letter
Prime Number Capital LLC
12 E 49 St, Floor 27
New York, NY 10017
March 27, 2024
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 Wilson
Jan Woo
Megan Akst
Chris 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 joins 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 March 29, 2024 at 4:00 p.m., Eastern time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, requests by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus 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
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Prime Number Capital LLC
12 E 49 St, Floor 27
New York, NY 10017
March 27, 2024
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 Wilson
Jan Woo
Megan Akst
Chris 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 joins 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 March 29, 2024 at 4:00 p.m., Eastern time, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Hunter Taubman Fischer & Li LLC, requests
by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus 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]