Correspondence 0001213900-23-020972 from U Power Ltd (UCAR)
U Power Ltd
Date: March 17, 2023 · CIK: 0001939780 · Accession: 0001213900-23-020972
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268949
Referenced dates: March 15, 2023
Letter
Via Edgar Office of Manufacturing Amendment No. 3 to Registration Statement on Form F-1 March 15, 2023 File No. 333-268949
Re: U Power Limited
Dear Ms. Purnell:
This letter is in response to the letter dated March 15, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to U Power Limited (the “Company”, “we”, or “our”). For ease of reference, we have recited the Commission’s comments in this response. An amendment to the registration statement on Form F-1(the “Amendment”) is being filed to accompany this letter.
Amendment No. 3 to Form F-1 filed March 15, 2023
Cover Page
1. Please revise the cover page of the resale prospectus to disclose the price of the initial public offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
Response: We acknowledge the Staff’s comment and revised the cover page of the resale prospectus to disclose the price of the initial public offering.
2. Revise the cover page of the resale prospectus to include the information from the cover page of the public offering prospectus, including the disclosure related to your organizational structure, risks related to operations in China or Hong Kong, how you will refer to the holding company and subsidiaries and how cash is transferred in your organization.
Response: We acknowledge the Staff’s comment and revised the cover page of the resale prospectus to include the information from the cover page of the public offering prospectus, including the disclosure related to our organizational structure, risks related to operations in China or Hong Kong, how we will refer to the holding company and subsidiaries and how cash is transferred in our organization.
Exhibits Index, page II-3
3. Please have counsel file a revised legal opinion that includes the ordinary shares that are being registered on behalf of the selling shareholder.
Response: We acknowledge the Staff’s comment and are filing the revised legal opinions (exhibits 5.1, 8.1, and 8.2), that include the ordinary shares that are being registered on behalf of the selling shareholder.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Jia Li
Show Raw Text
CORRESP
1
filename1.htm
March 17, 2023
Via Edgar
Ms. Erin Purnell
Office of Manufacturing
U.S. Securities and Exchange Commission
Re:
U Power Limited
Amendment No. 3 to Registration Statement on Form F-1
March 15, 2023
File No. 333-268949
Dear Ms. Purnell:
This letter is in response to the letter dated
March 15, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to U Power Limited (the “Company”, “we”, or “our”). For ease of reference, we have recited
the Commission’s comments in this response. An amendment to the registration statement on Form F-1(the “Amendment”) is
being filed to accompany this letter.
Amendment No. 3 to Form F-1 filed
March 15, 2023
Cover Page
1. Please revise the cover page of the resale
prospectus to disclose the price of the initial public offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
Response: We acknowledge the Staff’s
comment and revised the cover page of the resale prospectus to disclose the price of the initial public offering.
2. Revise the cover page of the resale prospectus
to include the information from the cover page of the public offering prospectus, including the disclosure related to your organizational
structure, risks related to operations in China or Hong Kong, how you will refer to the holding company and subsidiaries and how cash
is transferred in your organization.
Response: We acknowledge the Staff’s
comment and revised the cover page of the resale prospectus to include the information from the cover page of the public offering prospectus,
including the disclosure related to our organizational structure, risks related to operations in China or Hong Kong, how we will refer
to the holding company and subsidiaries and how cash is transferred in our organization.
Exhibits Index, page II-3
3. Please have counsel file a revised legal
opinion that includes the ordinary shares that are being registered on behalf of the selling shareholder.
Response: We acknowledge the Staff’s
comment and are filing the revised legal opinions (exhibits 5.1, 8.1, and 8.2), that include the ordinary shares that are being registered
on behalf of the selling shareholder.
We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Jia Li
Name:
Jia Li
Title:
Chief Executive Officer
Cc: Ying Li, Esq.
Hunter Taubman Fischer & Li LLC