SEC Comment Letter 0000000000-24-001036 to Heramba Electric plc (PITA, PITAW) (CIK 0001995194) (PITEF)
Heramba Electric plc (PITA, PITAW) (CIK 0001995194)
Date: Jan. 26, 2024 · CIK: 0001995194 · Accession: 0000000000-24-001036
AI Filing Summary & Sentiment
File numbers found in text: 333-275903
Letter
United States securities and exchange commission logo January 26, 2024 Alexander Ketterl Chief Executive Officer Heramba Electric plc Kiepe Platz 1 D-40599 Düsseldorf Germany Re:Heramba Electric plc Amendment No. 1 to Registration Statement on Form F-4 Filed January 16, 2024 File No. 333-275903 Dear Alexander Ketterl: 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 5, 2024 letter. Amendment No. 1 to Form F-4 filed January 16, 2024 Risk Factors We rely on a limited number of suppliers and manufacturers for our products..., page 15 1.We note your response to prior comment 3. Please revise your disclosure to discuss known trends or uncertainties resulting from mitigation efforts, if any. Explain whether any mitigation efforts introduce new material risk, including those related to product quality, reliability, or regulatory approval of products.
FirstName LastNameAlexander Ketterl Comapany NameHeramba Electric plc January 26, 2024 Page 2 FirstName LastName Alexander Ketterl Heramba Electric plc January 26, 2024 Page 2 General 2.We note your response to prior comment 17. Please revise your disclosure to discuss how the waiver of deferred underwriting commissions was obtained. Please clearly indicate which party, identifying that party by name, initiated the request for the waiver and their reasons for doing so. 3.Please update your compensation disclosure for 2023. 4.We note your response to prior comment 16. It is our understanding that J.P. Morgan resigned. If so, revise to state so directly. Please contact Jeff Gordon at 202-551-3866 or Kevin Woody at 202-551-3629 if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Herbers at 202-551-8028 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Nick S. Dhesi
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United States securities and exchange commission logo
January 26, 2024
Alexander Ketterl
Chief Executive Officer
Heramba Electric plc
Kiepe Platz 1
D-40599 Düsseldorf
Germany
Re:Heramba Electric plc
Amendment No. 1 to Registration Statement on Form F-4
Filed January 16, 2024
File No. 333-275903
Dear Alexander Ketterl:
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 5, 2024 letter.
Amendment No. 1 to Form F-4 filed January 16, 2024
Risk Factors
We rely on a limited number of suppliers and manufacturers for our products..., page 15
1.We note your response to prior comment 3. Please revise your disclosure to discuss
known trends or uncertainties resulting from mitigation efforts, if any. Explain whether
any mitigation efforts introduce new material risk, including those related to product
quality, reliability, or regulatory approval of products.
FirstName LastNameAlexander Ketterl
Comapany NameHeramba Electric plc
January 26, 2024 Page 2
FirstName LastName
Alexander Ketterl
Heramba Electric plc
January 26, 2024
Page 2
General
2.We note your response to prior comment 17. Please revise your disclosure to discuss how
the waiver of deferred underwriting commissions was obtained. Please clearly indicate
which party, identifying that party by name, initiated the request for the waiver and their
reasons for doing so.
3.Please update your compensation disclosure for 2023.
4.We note your response to prior comment 16. It is our understanding that J.P. Morgan
resigned. If so, revise to state so directly.
Please contact Jeff Gordon at 202-551-3866 or Kevin Woody at 202-551-3629 if you
have questions regarding comments on the financial statements and related matters. Please
contact Gregory Herbers at 202-551-8028 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Nick S. Dhesi