SEC Comment Letter 0000000000-24-001479 to RanMarine Technology B.V. (RAN) (CIK 0001955514)
RanMarine Technology B.V. (RAN) (CIK 0001955514)
Date: Feb. 7, 2024 · CIK: 0001955514 · Accession: 0000000000-24-001479
AI Filing Summary & Sentiment
File numbers found in text: 333-273199
Letter
United States securities and exchange commission logo February 7, 2024 Richard Hardiman Chief Executive Officer RanMarine Technology B.V. Galileïstraat 15, 3029AL Rotterdam, The Netherlands Re:RanMarine Technology B.V. Amendment No. 3 to Registration Statement on Form F-1 Filed January 25, 2024 File No. 333-273199 Dear Richard Hardiman: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 17, 2024 letter. Form F-1/A filed January 25, 2024 Exhibit Index, page II-3 1.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit to the registration statement. Exhibits 2.We note that Exhibit 3.1 still states "[f]or discussion purposes only - subject to partner review" and contains bracketed language. Please file the final version.
FirstName LastNameRichard Hardiman Comapany NameRanMarine Technology B.V. February 7, 2024 Page 2 FirstName LastName Richard Hardiman RanMarine Technology B.V. February 7, 2024 Page 2 General 3.We note your updated risk factor disclosure on page 32 regarding the exclusive forum provision in the warrant agent agreement. We also note that Exhibits 4.3 and 4.4, not Exhibit 4.2, contain an exclusive forum provision stating "this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents." Please revise or clarify. Please 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
February 7, 2024
Richard Hardiman
Chief Executive Officer
RanMarine Technology B.V.
Galileïstraat 15, 3029AL
Rotterdam, The Netherlands
Re:RanMarine Technology B.V.
Amendment No. 3 to Registration Statement on Form F-1
Filed January 25, 2024
File No. 333-273199
Dear Richard Hardiman:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 17, 2024 letter.
Form F-1/A filed January 25, 2024
Exhibit Index, page II-3
1.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are
no more than twelve months old. Alternatively, to the extent you meet the 15-month
criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an
exhibit to the registration statement.
Exhibits
2.We note that Exhibit 3.1 still states "[f]or discussion purposes only - subject to partner
review" and contains bracketed language. Please file the final version.
FirstName LastNameRichard Hardiman
Comapany NameRanMarine Technology B.V.
February 7, 2024 Page 2
FirstName LastName
Richard Hardiman
RanMarine Technology B.V.
February 7, 2024
Page 2
General
3.We note your updated risk factor disclosure on page 32 regarding the exclusive forum
provision in the warrant agent agreement. We also note that Exhibits 4.3 and 4.4, not
Exhibit 4.2, contain an exclusive forum provision stating "this exclusive forum provision
shall not apply to suits brought to enforce a duty or liability created by the Exchange Act,
any other claim for which the federal courts have exclusive jurisdiction or any complaint
asserting a cause of action arising under the Securities Act against us or any of our
directors, officers, other employees or agents." Please revise or clarify.
Please 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