SEC Comment Letter 0000000000-24-000412 to iOThree Ltd (IOTR) (CIK 0001997637) (IOTR)
iOThree Ltd (IOTR) (CIK 0001997637)
Date: Jan. 11, 2024 · CIK: 0001997637 · Accession: 0000000000-24-000412
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United States securities and exchange commission logo
January 11, 2024
Fui Chu Lo
Chief Financial Officer
iOThree Limited
140 Paya Lebar Road #07-02
AZ @ Paya Lebar
Singapore 409015
Re:iOThree Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Filed January 2, 2024
CIK No. 0001997637
Dear Fui Chu Lo:
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. Unless we note otherwise, any references to prior comments are to comments in our
December 18, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 90
1.We note your response to our prior comment 2 and that you paid executive compensation
to your executive officers in both the 2023 and 2022 fiscal year. Please reconcile this with
your later statement on page 90 that "For the years ended March 31, 2023 and 2022, our
Company did not pay any compensation to our directors and executive officers as their
compensation and benefits."
FirstName LastNameFui Chu Lo
Comapany NameiOThree Limited
January 11, 2024 Page 2
FirstName LastName
Fui Chu Lo
iOThree Limited
January 11, 2024
Page 2
Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Marc J. Adesso