SEC Comment Letter 0000000000-23-009386 to Advanced Biomed Inc. (ADVB)
Advanced Biomed Inc.
Date: Aug. 25, 2023 · CIK: 0001941029 · Accession: 0000000000-23-009386
AI Filing Summary & Sentiment
File numbers found in text: 333-272110
Referenced dates: June 7, 2023
Letter
United States securities and exchange commission logo August 25, 2023 Hung To Pau, Ph.D. Chief Executive Officer Advanced Biomed Inc. 689-87 Xiaodong Road Yongkang District Tainan, Taiwan Re:Advanced Biomed Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed August 11, 2023 File No. 333-272110 Dear Hung To Pau: 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. Unless we note otherwise, our references to prior comments are to comments in our August 1, 2023 letter. Form S-1/A Filed August 11, 2023 Exhibit 23.1, page 23 1.The report date included on the consent as it relates to Note 12 is different than reflected on the auditors' report. Please have your auditor revise as necessary. Exhibits 2.We note the consent of Allbright Law Offices filed as Exhibit 23.4 links to the Exhibit 5.2 dated May 19, 2023, and that Exhibit 5.2 has been removed from the current Exhibit Index. We also note that a revised opinion of Allbright Law Offices was filed as Exhibit 99.3. Please revise to ensure the opinion of Allbright Law Offices is filed as one
FirstName LastNameHung To Pau, Ph.D. Comapany NameAdvanced Biomed Inc. August 25, 2023 Page 2 FirstName LastName Hung To Pau, Ph.D. Advanced Biomed Inc. August 25, 2023 Page 2 consistent exhibit number and that the consent links to the currently opinion. We also note comment 14 from our comment letter dated June 7, 2023, which we reissue in part. Please have counsel revise Section C.5. and the last sentence of the opinion to ensure both places cover the disclosure on the cover page. Additionally, it appears the opinion of Wiseteam Law Firm filed as Exhibit 99.4 is a tax opinion that should be filed pursuant to Item 601(b)(8) of Regulation S-K. You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Fang Liu, Esq.
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United States securities and exchange commission logo
August 25, 2023
Hung To Pau, Ph.D.
Chief Executive Officer
Advanced Biomed Inc.
689-87 Xiaodong Road
Yongkang District
Tainan, Taiwan
Re:Advanced Biomed Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 11, 2023
File No. 333-272110
Dear Hung To Pau:
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. Unless we note
otherwise, our references to prior comments are to comments in our August 1, 2023 letter.
Form S-1/A Filed August 11, 2023
Exhibit 23.1, page 23
1.The report date included on the consent as it relates to Note 12 is different than reflected
on the auditors' report. Please have your auditor revise as necessary.
Exhibits
2.We note the consent of Allbright Law Offices filed as Exhibit 23.4 links to the Exhibit 5.2
dated May 19, 2023, and that Exhibit 5.2 has been removed from the current Exhibit
Index. We also note that a revised opinion of Allbright Law Offices was filed as Exhibit
99.3. Please revise to ensure the opinion of Allbright Law Offices is filed as one
FirstName LastNameHung To Pau, Ph.D.
Comapany NameAdvanced Biomed Inc.
August 25, 2023 Page 2
FirstName LastName
Hung To Pau, Ph.D.
Advanced Biomed Inc.
August 25, 2023
Page 2
consistent exhibit number and that the consent links to the currently opinion. We also
note comment 14 from our comment letter dated June 7, 2023, which we reissue in part.
Please have counsel revise Section C.5. and the last sentence of the opinion to ensure both
places cover the disclosure on the cover page. Additionally, it appears the opinion of
Wiseteam Law Firm filed as Exhibit 99.4 is a tax opinion that should be filed pursuant to
Item 601(b)(8) of Regulation S-K.
You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Fang Liu, Esq.