Correspondence 0001493152-23-021836 from Roma Green Finance Ltd (ROMA)
Roma Green Finance Ltd
Date: June 20, 2023 · CIK: 0001945240 · Accession: 0001493152-23-021836
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272555
Letter
Roma Green Finance Ltd Registration Statement on Form F-1 Filed on June 9, 2023 File No. 333-272555
Dear Ms. Beukenkamp,
Please accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form F-1 filed with the Commission on June 9, 2023 (the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No.1 to the Registration Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.
For your convenience, the comments have been reproduced below, followed by the Registrant’s response.
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.
Response:
Page 42 of the Revised Registration Statement includes 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.
Response:
Page 44 of the Revised Registration Statement includes the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.
Exhibits
3. Please have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1 to refer to the correct filing.
Response:
The Revised Registration Statement includes a revised auditor consent as Exhibit 23.1 that refers 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.
Response:
The disclosure relating to net proceeds has been revised in the Revised Registration Statement.
The Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at (303) 868-3382.
Thank you for your review.
Very
truly yours,
/s/
Henry F. Schlueter
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CORRESP
1
filename1.htm
SCHLUETER
& ASSOCIATES, P.C.
5655
SOUTH YOSEMITE STREET, SUITE 350
GREENWOOD
VILLAGE, CO 80111
TELEPHONE:
+1-303-292-3883
FACSIMILE:
+1-303-648-5663
Email:
hfs@schlueterintl.com
June
20, 2023
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Kate Beukenkamp
Re:
Roma
Green Finance Ltd
Registration
Statement on Form F-1
Filed
on June 9, 2023
File
No. 333-272555
Dear
Ms. Beukenkamp,
Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Registration Statement on Form F-1 filed with the Commission on June 9, 2023 (the “Registration Statement”).
The Company is concurrently filing with the Commission Amendment No.1 to the Registration Statement (the “Revised Registration
Statement”), which includes changes in response to the Staff’s comments.
For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.
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.
Response:
Page
42 of the Revised Registration Statement includes 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.
Response:
Page
44 of the Revised Registration Statement includes the dilution disclosure required by Item 4.a of Form F-1 and Item 9.E of Form 20-F.
Exhibits
3. Please
have your auditor, KCCW Accountancy Corp., revise their consent in Exhibit 23.1 to refer
to the correct filing.
Response:
The
Revised Registration Statement includes a revised auditor consent as Exhibit 23.1 that refers 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.
Response:
The
disclosure relating to net proceeds has been revised in the Revised Registration Statement.
The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to
contact the undersigned at (303) 868-3382.
Thank
you for your review.
Very
truly yours,
/s/
Henry F. Schlueter
Henry
F. Schlueter
C:
Roma
Green Finance Limited