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SEC Comment Letter 0000000000-24-002394 to Mobile-health Network Solutions (MNDR)

Mobile-health Network Solutions
Date: March 4, 2024 · CIK: 0001976695 · Accession: 0000000000-24-002394

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File numbers found in text: 333-277254

Date
March 4, 2024
Author
Office of Technology
Form
UPLOAD
Company
Mobile-health Network Solutions

Letter

United States securities and exchange commission logo March 4, 2024 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 Registration Statement on Form F-1 Filed February 22, 2024 File No. 333-277254 Dear Siaw Tung Yeng: We have reviewed your 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. Form F-1 filed February 22, 2024 Capitalization, page 41 1.We note on pages 41 and 111 that on February 14, 2024, you completed the sub-division of the issued Class A and Class B Ordinary Shares of a nominal or par value of $0.001 each in the capital of the Company into 250 ordinary shares of a nominal or par value of $0.000004 each. Please revise the par value, share and per share amounts throughout the filing to reflect this stock split. Financial Statements Note 14. Contingencies and commitment, page F-25 2.We note in your risk factor on page 29 that the validity of certain issuances and transfers of your shares cannot be verified and "these past corporate secretarial irregularities include records of waivers or approvals of shareholders of their rights of pre-emption and rights of first refusal under the memorandum and articles of association effective at the relevant time and/or under the shareholder agreement, subscription agreement or

FirstName LastNameSiaw Tung Yeng Comapany NameMobile-health Network Solutions March 4, 2024 Page 2 FirstName LastName Siaw Tung Yeng Mobile-health Network Solutions March 4, 2024 Page 2 investment agreement entered into with such shareholders not having been obtained prior to issuances and transfers of shares of our Company." Please expand the notes to the financial statements to disclose this risk and uncertainty and expand the risk factor disclosure on page 29 to address the impact on your controls and procedures and whether this constitutes a material weakness in internal controls and procedures. Refer to ASC 450-20-50. Note 15 . Subsequent events, page F-26 3.We note on February 14, 2024, you completed the sub-division of the issued Class A and Class B Ordinary Shares of a nominal or par value of $0.001 each in the capital of the Company into 250 ordinary shares of a nominal or par value of $0.000004 each. Please revise the financial statement to disclose this stock split as a subsequent event and retroactively reflect the stock split pursuant to ASC 805-10-25. Also, please tell us the consideration your independent accountant gave to dual dating their report to reflect this stock split. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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

Show Raw Text
United States securities and exchange commission logo
March 4, 2024
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
Registration Statement on Form F-1
Filed February 22, 2024
File No. 333-277254
Dear Siaw Tung Yeng:
            We have reviewed your 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.
Form F-1 filed February 22, 2024
Capitalization, page 41
1.We note on pages 41 and 111 that on February 14, 2024, you completed the sub-division
of the issued Class A and Class B Ordinary Shares of a nominal or par value of $0.001
each in the capital of the Company into 250 ordinary shares of a nominal or par value of
$0.000004 each. Please revise the par value, share and per share amounts throughout the
filing to reflect this stock split.
Financial Statements
Note 14. Contingencies and commitment, page F-25
2.We note in your risk factor on page 29 that the validity of certain issuances and transfers
of your shares cannot be verified and "these past corporate secretarial irregularities
include records of waivers or approvals of shareholders of their rights of pre-emption and
rights of first refusal under the memorandum and articles of association effective at the
relevant time and/or under the shareholder agreement, subscription agreement or

 FirstName LastNameSiaw Tung Yeng
 Comapany NameMobile-health Network Solutions
 March 4, 2024 Page 2
 FirstName LastName
Siaw Tung Yeng
Mobile-health Network Solutions
March 4, 2024
Page 2
investment agreement entered into with such shareholders not having been obtained prior
to issuances and transfers of shares of our Company." Please expand the notes to the
financial statements to disclose this risk and uncertainty and expand the risk factor
disclosure on page 29 to address the impact on your controls and procedures and whether
this constitutes a material weakness in internal controls and procedures. Refer to ASC
450-20-50.
Note 15 . Subsequent events, page F-26
3.We note on February 14, 2024, you completed the sub-division of the issued Class A and
Class B Ordinary Shares of a nominal or par value of $0.001 each in the capital of the
Company into 250 ordinary shares of a nominal or par value of $0.000004 each. Please
revise the financial statement to disclose this stock split as a subsequent event
and retroactively reflect the stock split pursuant to ASC 805-10-25. Also, please tell us the
consideration your independent accountant gave to dual dating their report to reflect this
stock split.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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