SEC Comment Letter 0000000000-23-012926 to Rectitude Holdings Ltd. (RECT)
Rectitude Holdings Ltd.
Date: Nov. 28, 2023 · CIK: 0001995116 · Accession: 0000000000-23-012926
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Letter
United States securities and exchange commission logo November 28, 2023 Chan Yong Xian Chief Financial Officer Rectitude Holdings Ltd. 35 Tampines Industrial Avenue 5 T5@Tampines Singapore 528627 Re:Rectitude Holdings Ltd. Draft Registration Statement on Form F-1 Submitted November 2, 2023 CIK No. 0001995116 Dear Chan Yong Xian: We have reviewed your draft registration statement and have the following comment(s). 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. Draft Registration Statement on Form F-1 submitted November 2, 2023 History and Corporate Structure, page 42 1.Please identify the date of the group reorganization and any consideration exchanged in connection with the corporate changes. General 2.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 and the effectiveness of the Uyghur Forced Labor Protection Act ("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; closed factories or stores; reduced headcount; or delayed projects;
FirstName LastName Chan Yong Xian Comapany NameRectitude Holdings Ltd. November 28, 2023 Page 2 FirstName LastName Chan Yong Xian Rectitude Holdings Ltd. November 28, 2023 Page 2 •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., 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, political or trade tensions among countries; 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. 3.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. 4.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. Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Alex King at 202-551-8631 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: William Rosenstadt
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United States securities and exchange commission logo
November 28, 2023
Chan Yong Xian
Chief Financial Officer
Rectitude Holdings Ltd.
35 Tampines Industrial Avenue 5
T5@Tampines
Singapore 528627
Re:Rectitude Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted November 2, 2023
CIK No. 0001995116
Dear Chan Yong Xian:
We have reviewed your draft registration statement and have the following comment(s).
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.
Draft Registration Statement on Form F-1 submitted November 2, 2023
History and Corporate Structure, page 42
1.Please identify the date of the group reorganization and any consideration exchanged in
connection with the corporate changes.
General
2.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 and the effectiveness of the Uyghur Forced Labor
Protection Act ("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; closed factories or stores;
reduced headcount; or delayed projects;
FirstName LastName Chan Yong Xian
Comapany NameRectitude Holdings Ltd.
November 28, 2023 Page 2
FirstName LastName
Chan Yong Xian
Rectitude Holdings Ltd.
November 28, 2023
Page 2
•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., 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, political or trade tensions among
countries; 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.
3.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.
4.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.
Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alex King at 202-551-8631 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: William Rosenstadt