SEC Comment Letter 0000000000-22-012533 to ARB IOT Group Ltd (ARBB)
ARB IOT Group Ltd
Date: Nov. 18, 2022 · CIK: 0001930179 · Accession: 0000000000-22-012533
AI Filing Summary & Sentiment
File numbers found in text: 333-267697
Letter
United States securities and exchange commission logo November 18, 2022 Dato’ Sri Liew Kok Leong Chief Executive Officer ARB IOT Group Ltd No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2 Kuala Lumpur Sentral, 50470 Kuala Lumpur Malaysia Re:ARB IOT Group Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed November 2, 2022 File No. 333-267697 Dear Dato’ Sri Liew Kok Leong: 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. 1 to Form F-1 Cover Page 1.Disclose whether your offering is contingent upon on final approval of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement. 2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.
FirstName LastName Dato’ Sri Liew Kok Leong Comapany NameARB IOT Group Ltd November 18, 2022 Page 2 FirstName LastName Dato’ Sri Liew Kok Leong ARB IOT Group Ltd November 18, 2022 Page 2 Risks Related to This Offering and Ownership of Our Ordinary shares We may experience extreme stock price volatility unrelated to our actual or expected operating performance..., page 30 3.Please expand this risk factor to discuss any known factors particular to your offering that may add to this risk for potential rapid and substantial price volatility, such as your very small public float of 1,200,000 ordinary shares with the remaining 95% of your shares being held by your indirect parent, ARB Berhad. You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Priscilla Dao, Staff Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Kevin (Qixiang) Sun, Esq.
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United States securities and exchange commission logo
November 18, 2022
Dato’ Sri Liew Kok Leong
Chief Executive Officer
ARB IOT Group Ltd
No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50470 Kuala Lumpur
Malaysia
Re:ARB IOT Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 2, 2022
File No. 333-267697
Dear Dato’ Sri Liew Kok Leong:
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. 1 to Form F-1
Cover Page
1.Disclose whether your offering is contingent upon on final approval of your NASDAQ
listing on your cover page. Please ensure the disclosure is consistent with your
underwriting agreement.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares. Include risk factor disclosures to address
the impact on liquidity and the value of shares.
FirstName LastName Dato’ Sri Liew Kok Leong
Comapany NameARB IOT Group Ltd
November 18, 2022 Page 2
FirstName LastName
Dato’ Sri Liew Kok Leong
ARB IOT Group Ltd
November 18, 2022
Page 2
Risks Related to This Offering and Ownership of Our Ordinary shares
We may experience extreme stock price volatility unrelated to our actual or expected operating
performance..., page 30
3.Please expand this risk factor to discuss any known factors particular to your offering that
may add to this risk for potential rapid and substantial price volatility, such as your very
small public float of 1,200,000 ordinary shares with the remaining 95% of your shares
being held by your indirect parent, ARB Berhad.
You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao,
Staff Attorney, at 202-551-5997 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Kevin (Qixiang) Sun, Esq.