SEC Comment Letter 0000000000-23-006542 to Roma Green Finance Ltd (ROMA)
Roma Green Finance Ltd
Date: June 16, 2023 · CIK: 0001945240 · Accession: 0000000000-23-006542
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272555
Letter
United States securities and exchange commission logo June 16, 2023 Luk Huen Ling Claire Chairlady, Executive Director and Chief Executive Officer Roma Green Finance Limited Flat 605, 6/F, Tai Tung Building 8 Fleming Road Wanchai, Hong Kong Re:Roma Green Finance Ltd Registration Statement on Form F-1 Filed June 9, 2023 File No. 333-272555 Dear Luk Huen Ling Claire: We have reviewed your 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. Form F-1 Filed June 9, 2023 Capitalization, page 42 1.Please provide the capitalization disclosure required by Item 4.a of Form F-1 and Item 3.B of Form 20-F. Dilution, page 44 2.Please provide the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.
FirstName LastNameLuk Huen Ling Claire Comapany NameRoma Green Finance Limited June 16, 2023 Page 2 FirstName LastName Luk Huen Ling Claire Roma Green Finance Limited June 16, 2023 Page 2 Exhibits 3.Please have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1 to refer to the correct filing. General 4.It appears the $13,970,516 proceeds to the Company before expenses presented in preliminary prospectus is not calculated based on the offering of 2,458,155 Ordinary Shares by Roma Green Finance Limited as stated in footnote (4), please revise the disclosure to reconcile the difference. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Celia Velletri
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United States securities and exchange commission logo
June 16, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F, Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Registration Statement on Form F-1
Filed June 9, 2023
File No. 333-272555
Dear Luk Huen Ling Claire:
We have reviewed your 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.
Form F-1 Filed June 9, 2023
Capitalization, page 42
1.Please provide the capitalization disclosure required by Item 4.a of Form F-1 and
Item 3.B of Form 20-F.
Dilution, page 44
2.Please provide the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of
Form 20-F.
FirstName LastNameLuk Huen Ling Claire
Comapany NameRoma Green Finance Limited
June 16, 2023 Page 2
FirstName LastName
Luk Huen Ling Claire
Roma Green Finance Limited
June 16, 2023
Page 2
Exhibits
3.Please have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1
to refer to the correct filing.
General
4.It appears the $13,970,516 proceeds to the Company before expenses presented in
preliminary prospectus is not calculated based on the offering of 2,458,155 Ordinary
Shares by Roma Green Finance Limited as stated in footnote (4), please revise the
disclosure to reconcile the difference.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Celia Velletri