Correspondence 0001493152-23-044847 from Roma Green Finance Ltd (ROMA)
Roma Green Finance Ltd
Date: Dec. 14, 2023 · CIK: 0001945240 · Accession: 0001493152-23-044847
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File numbers found in text: 333-272555
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CORRESP
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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
December
14, 2023
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Kate Beukenkamp
Re:
Roma
Green Finance Ltd
Amendment
No. 4 to Registration Statement on Form F-1
Submitted
December 5, 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 Amendment No. 4 to the Company’s Registration Statement on Form F-1 filed with the Commission on December 5, 2023
(the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No. 5 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.
Amendment
No. 4 to Registration Statement on Form F-1
Exhibit
23.1, page 1
1.
Your independent auditors’ consent refers to the audit report dated August 23, 2023 on your consolidated financial statements as
of and for the fiscal years ended March 31, 2023 and 2022. However, the audit report presented on page F-2 of your filing is dated December
5, 2023. Please have your auditors revise their consent to properly reflect the audit report date.
Response:
The
Registrant has corrected the date of the audit report presented on page F-2 to August 23, 2023.
The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible and, with the Staff’s consent, would like to submit an acceleration request for Monday or Tuesday of next week, December
18th or 19th. 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