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December 29, 2022
Richard Hardiman
Chief Executive Officer
RanMarine Technology B.V.
Galileïstraat 15, 3029AL
Rotterdam, The Netherlands
Re:RanMarine Technology B.V.
Draft Registration Statement on Form F-1
Submitted December 1, 2022
CIK No. 0001955514
Dear Richard Hardiman:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form F-1
Cover Page
1.Please revise the cover page to disclose the amount of underwriter warrants that will be
issued to the underwriter as additional compensation.

 FirstName LastNameRichard Hardiman
 Comapany NameRanMarine Technology B.V.
 December 29, 2022 Page 2
 FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
December 29, 2022
Page 2
Prospectus Summary, page 6
2.Please revise your summary to present an objective description of the challenges and/or
weakness of your business and operations. As an example only, you highlight your
planned products and market opportunities without equally prominent disclosure
regarding your weaknesses. For example, we would expect to see prominent disclosure
regarding the size of your company, revenues and the number of each of your current
products that you sold in the last fiscal year.
Risk Factors, page 16
3.We note your disclosure indicating that you could suffer inflationary pressures.  Please
update this risk factor if recent inflationary pressures have materially impacted your
operations.  In this regard, identify the types of inflationary pressures you are facing and
how your business has been affected.
4.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business.  Discuss the measures you have taken to mitigate these risks.  Please revise to
also describe the extent and nature of the role of the company's board of directors in
overseeing cybersecurity risks, including in connection with your supply
chain/suppliers/service providers.
5.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Our ability to have our securities traded on Nasdaq is subject to us meeting applicable listing
criteria., page 27
6.We note your disclosure that "in the event we are unable to have our shares traded on
Nasdaq, our ordinary shares and warrants could potentially trade on the OTCQX or the
OTCQB," however, you also state on the cover page that you will not proceed with the
offering unless your ordinary shares and warrants are approved for listing on NASDAQ.
Please revise to clarify, if true, that you will not proceed with the offering unless your
ordinary shares and warrants are approved for listing on NASDAQ.

 FirstName LastNameRichard Hardiman
 Comapany NameRanMarine Technology B.V.
 December 29, 2022 Page 3
 FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
December 29, 2022
Page 3
Use of Proceeds, page 30
7.We note that you have bridge loan agreements that are payable at the earlier of the
maturity date of the loans or the date of your initial public offering. If any material part of
the proceeds of the offering is to be used to discharge, reduce or retire indebtedness,
describe the interest rate and maturity of such indebtedness and, for indebtedness incurred
within the past year, the uses to which the proceeds of such indebtedness were put. Refer
to Item 3.C of Form 20-F.
Dilution, page 33
8.Expand the disclosure to show how the numbers and percentages would change assuming
the exercise and conversion of all outstanding securities.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
34
9.Please revise your MD&A to include a discussion of your financial condition, changes in
financial condition, and results of operations for the interim financial statement periods
provided in your filing.  Refer to Item 5 of Form 20-F.
10.We note that you have experienced supply chain disruptions. Revise to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
11.We note your disclosure that you source some components from China.  Please disclose
whether your business segments, products, lines of service, projects, or operations are
materially impacted by the pandemic-related lockdowns in China. In addition, discuss any
steps you are taking to mitigate adverse impacts to your business.
Liquidity and Capital Resources, page 35
12.It appears that the information presented in your table, as well as the related cash flow
narrative, does not agree with your audited statements of cash flows.  Please revise your
disclosures as appropriate.
13.Update the Liquidity and Capital Resources section in MD&A to disclose all current
material debt of the company.

 FirstName LastNameRichard Hardiman
 Comapany NameRanMarine Technology B.V.
 December 29, 2022 Page 4
 FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
December 29, 2022
Page 4
Financial Statements, page 103
14.You disclose in Note 2.1 that your financial statements have been prepared in accordance
with IFRS 1 since you have not previously prepared financial statements.  Please revise
your filing to include an opening balance sheet as of the date of transition to IFRS or tell
us why such presentation is not required.  Refer to paragraphs 1.3, 6, and 21 of IFRS 1
and the guidance provided in Question 39 of our Generally Applicable Questions on Title
I of the JOBS Act.
Exhibits
15.We note you have entered into material agreements, including your Poralu Marine
Assembly and Distribution Agreement. Additionally, we note that you expect to adopt
the 2022 Equity Incentive Plan prior to the offering. Please file all required agreements as
exhibits or tell us why you are not required to do so.
General
16.We note your disclosure that you have experienced minor disruptions in your supply chain
due to the Russian invasion of Ukraine.  Please disclose whether and how your business
segments, products, lines of service, projects, or operations are materially impacted by
supply chain disruptions, especially in light of Russia’s invasion of Ukraine or in light of
the effectiveness of the UFLPA. For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; reduced headcount; or
delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or cotton, polysilicon,
lithium, nickel, manganese, beryllium, copper, gold or other raw material sourced
from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

 FirstName LastNameRichard Hardiman
 Comapany NameRanMarine Technology B.V.
 December 29, 2022 Page 5
 FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
December 29, 2022
Page 5
17.Please revise the registration statement to include all information required by Form F-1
and complete all blanks in the registration statement, subject to applicable exemptions.
Review your disclosure and remove any inappropriate notes to draft or internal comments
to your working group.
18.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact legal staff associated with the
review of this filing to discuss how to submit the materials, if any, to us for review.
            You may contact Dale Welcome at 202-551-3865 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing