SEC Comment Letter 0000000000-23-002897 to RanMarine Technology B.V. (RAN) (CIK 0001955514)
RanMarine Technology B.V. (RAN) (CIK 0001955514)
Date: March 23, 2023 · CIK: 0001955514 · Accession: 0000000000-23-002897
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo March 23, 2023 Richard Hardiman Chief Executive Officer RanMarine Technology B.V. Galileïstraat 15, 3029AL Rotterdam, The Netherlands Re:RanMarine Technology B.V. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 8, 2023 CIK No. 0001955514 Dear Richard Hardiman: We have reviewed your amended 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. Amendment No. 1 to Draft Registration Statement on Form F-1 Prospectus Summary, page 6 1.We note your response to prior comment 2 and reissue. 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 milestones and market opportunities without equally prominent disclosure regarding your weaknesses. Additionally, please revise to provide prominent disclosure regarding your revenues and the number of each of your current products that you sold in the last fiscal year.
FirstName LastNameRichard Hardiman Comapany NameRanMarine Technology B.V. March 23, 2023 Page 2 FirstName LastName Richard Hardiman RanMarine Technology B.V. March 23, 2023 Page 2 Risk Factors, page 16 2.We note your response to prior comment 4 and reissue in part. Please revise to 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.
Our ability to have our securities traded on Nasdaq is subject to us meeting applicable listing criteria, page 30 3.We note your response to prior comment 6. Please state in this risk factor that the offering will not proceed if you are not approved for listing on Nasdaq. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of the six months ended June 30, 2022, and 2021, page 39 4.We note that the general and administrative expenses, total operating expenses, operating loss, and other income amounts within your results of operations for the six months ended June 30, 2021 do not agree with your interim statement of operations. Please revise your disclosures and the related narrative as appropriate. Liquidity and Capital Resources Fiscal Years Ended December 31, 2021, and 2020, page 40 5.We note your response to prior comment 12 and reissue our comment. 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. Business, page 43 6.We note that you intend to use a portion of the proceeds of the offering to develop your product line and equipment. Please revise to disclose an estimate of the total amount of expenditures required to improve your product line, your current production capacity and the increase to production capacity anticipated after completion. Directors and Executive Officers, page 67 7.Please ensure that your directors and executive officers table lists all directors and executive officers, including Francis Hochstenbach.
FirstName LastNameRichard Hardiman Comapany NameRanMarine Technology B.V. March 23, 2023 Page 3 FirstName LastName Richard Hardiman RanMarine Technology B.V. March 23, 2023 Page 3 Balance Sheets as of December 31, 2021, 2020, and 2019, page F-6 8.It appears that the amounts corresponding to taxes and social security payable, current portion of lease liability, and other current liabilities, as of December 31, 2020, were inadvertently deleted from your balance sheet. Please revise your balance sheet as appropriate. 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
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United States securities and exchange commission logo
March 23, 2023
Richard Hardiman
Chief Executive Officer
RanMarine Technology B.V.
Galileïstraat 15, 3029AL
Rotterdam, The Netherlands
Re:RanMarine Technology B.V.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 8, 2023
CIK No. 0001955514
Dear Richard Hardiman:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 6
1.We note your response to prior comment 2 and reissue. 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 milestones and market opportunities
without equally prominent disclosure regarding your weaknesses. Additionally, please
revise to provide prominent disclosure regarding your revenues and the number of each of
your current products that you sold in the last fiscal year.
FirstName LastNameRichard Hardiman
Comapany NameRanMarine Technology B.V.
March 23, 2023 Page 2
FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
March 23, 2023
Page 2
Risk Factors, page 16
2.We note your response to prior comment 4 and reissue in part. Please revise to 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.
Our ability to have our securities traded on Nasdaq is subject to us meeting applicable listing
criteria, page 30
3.We note your response to prior comment 6. Please state in this risk factor that the offering
will not proceed if you are not approved for listing on Nasdaq.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the six months ended June 30, 2022, and 2021, page 39
4.We note that the general and administrative expenses, total operating expenses, operating
loss, and other income amounts within your results of operations for the six months ended
June 30, 2021 do not agree with your interim statement of operations. Please revise your
disclosures and the related narrative as appropriate.
Liquidity and Capital Resources
Fiscal Years Ended December 31, 2021, and 2020, page 40
5.We note your response to prior comment 12 and reissue our comment. 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.
Business, page 43
6.We note that you intend to use a portion of the proceeds of the offering to develop your
product line and equipment. Please revise to disclose an estimate of the total amount of
expenditures required to improve your product line, your current production capacity and
the increase to production capacity anticipated after completion.
Directors and Executive Officers, page 67
7.Please ensure that your directors and executive officers table lists all directors and
executive officers, including Francis Hochstenbach.
FirstName LastNameRichard Hardiman
Comapany NameRanMarine Technology B.V.
March 23, 2023 Page 3
FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
March 23, 2023
Page 3
Balance Sheets as of December 31, 2021, 2020, and 2019, page F-6
8.It appears that the amounts corresponding to taxes and social security payable, current
portion of lease liability, and other current liabilities, as of December 31, 2020, were
inadvertently deleted from your balance sheet. Please revise your balance sheet as
appropriate.
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