SEC Comment Letter 0000000000-23-013277 to Mobile-health Network Solutions (MNDR)
Mobile-health Network Solutions
Date: Dec. 6, 2023 · CIK: 0001976695 · Accession: 0000000000-23-013277
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United States securities and exchange commission logo December 6, 2023 Siaw Tung Yeng Chief Executive Officer Mobile-health Network Solutions 2 Venture Drive, #07-06/07 Vision Exchange Singapore 608526 Re:Mobile-health Network Solutions Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted November 27, 2023 File No. 377-06781 Dear Siaw Tung Yeng: We have reviewed your amended draft registration statement and have the following comments. 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 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Form DRS/A filed November 27, 2023 Business Seek merger and acquisition opportunities and partnerships to add scale and diversify our business through new capabilities and services, page 77 1.Please expand the disclosure to state whether there are any agreements in place for acquisitions at the current time. Financial Statements Note 15. Subsequent Events, page F-26 2.We note your revised disclosure in MD&A regarding your accounting policy for stock compensation beginning on page 57. We continue to believe that your accounting policy for determining the fair value of the Class A Ordinary Shares on the grant date, the aggregate fair value of the options on the grant date, and the accounting treatment to be
FirstName LastNameSiaw Tung Yeng Comapany NameMobile-health Network Solutions December 6, 2023 Page 2 FirstName LastName Siaw Tung Yeng Mobile-health Network Solutions December 6, 2023 Page 2 afforded to the vesting of the options upon the IPO should be disclosed in the financial statements as a material subsequent event due to the material amount of compensation expense to be recognized when the options granted on August 1, 2023 for 3,738 Class A Ordinary Shares with an exercise price of $1 per share vest immediately upon the effectiveness of the IPO. Please revise to include the expanded disclosure. Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Meng Ding
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United States securities and exchange commission logo
December 6, 2023
Siaw Tung Yeng
Chief Executive Officer
Mobile-health Network Solutions
2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
Re:Mobile-health Network Solutions
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted November 27, 2023
File No. 377-06781
Dear Siaw Tung Yeng:
We have reviewed your amended draft registration statement and have the following
comments.
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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Form DRS/A filed November 27, 2023
Business
Seek merger and acquisition opportunities and partnerships to add scale and diversify our
business through new capabilities and services, page 77
1.Please expand the disclosure to state whether there are any agreements in place for
acquisitions at the current time.
Financial Statements
Note 15. Subsequent Events, page F-26
2.We note your revised disclosure in MD&A regarding your accounting policy for stock
compensation beginning on page 57. We continue to believe that your accounting policy
for determining the fair value of the Class A Ordinary Shares on the grant date, the
aggregate fair value of the options on the grant date, and the accounting treatment to be
FirstName LastNameSiaw Tung Yeng
Comapany NameMobile-health Network Solutions
December 6, 2023 Page 2
FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
December 6, 2023
Page 2
afforded to the vesting of the options upon the IPO should be disclosed in the financial
statements as a material subsequent event due to the material amount of compensation
expense to be recognized when the options granted on August 1, 2023 for 3,738 Class A
Ordinary Shares with an exercise price of $1 per share vest immediately upon the
effectiveness of the IPO. Please revise to include the expanded disclosure.
Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Meng Ding