SEC Comment Letter 0000000000-24-002664 to iOThree Ltd (IOTR) (CIK 0001997637) (IOTR)
iOThree Ltd (IOTR) (CIK 0001997637)
Date: March 11, 2024 · CIK: 0001997637 · Accession: 0000000000-24-002664
AI Filing Summary & Sentiment
File numbers found in text: 333-276674
Letter
United States securities and exchange commission logo March 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. 1 to Registration Statement on Form F-1 Filed March 4, 2024 File No. 333-276674 Dear Fui Chu Lo: 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 February 6, 2024 letter. Amendment No. 1 to Registration Statement on Form F-1 Risk Factors Risks Related to Being a Public Company, page 29 1.We note your response to prior comment 1. Please revise your risk factor to acknowledge that Section 22 of the Securities Act grants concurrent jurisdiction to both state and federal courts for claims arising under the Securities Act and that Section 27 of the Exchange Act grants exclusive jurisdiction to the federal courts of the United States for claims arising under the Exchange Act. Capitalization, page 38 2.Please revise to disclose the number of ordinary shares authorized, issued and outstanding as of September 30, 2023 on a pro forma basis. Also, revise to reflect the appropriate
FirstName LastNameFui Chu Lo Comapany NameiOThree Limited March 11, 2024 Page 2 FirstName LastName Fui Chu Lo iOThree Limited March 11, 2024 Page 2 dollar amount of ordinary shares on a pro forma basis, which would appear to be $173,342. Consolidated Financial Statements, page F-1 3.We note the changes you made to the financial statements as a result of prior comment 6. Please revise to include disclosures regarding the correction of errors for each period presented. The disclosures should include a description of the nature of the errors and a quantified discussion of the adjustments on each financial statement line item. Refer to ASC 250-10-50-7. Further, as applicable, revise to label the financial statements as restated. Lastly, please have your auditors revise their opinion to include an explanatory paragraph with regard to the correction of the errors in your previously issued financial statements. Refer to paragraph 18(e) of PCAOB AS 3101. Plan of Distribution, page Alt-4 4.You indicate that the Reselling Shareholders may sell their shares "at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices." Please clarify, if true, that the Reselling Shareholders will sell at the same fixed price as the initial public offering until the ordinary shares are listed on the Nasdaq Capital Market. General 5.We note you are registering for resale 2,301,274 ordinary shares held by All Wealthy International Limited., a company controlled by your Chief Executive Officer. Given the nature of the offering, including Mr. Koh's beneficial ownership and the size of the offering relative to the number of shares being offered by the company on a firm commitment basis, please provide us with an analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i) as opposed to an indirect primary offering and that All Wealthy International Limited, is not a statutory underwriter as defined in Section 2(a)(11) of the Securities Act of 1933. 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
Show Raw Text
United States securities and exchange commission logo
March 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. 1 to Registration Statement on Form F-1
Filed March 4, 2024
File No. 333-276674
Dear Fui Chu Lo:
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 February 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Risks Related to Being a Public Company, page 29
1.We note your response to prior comment 1. Please revise your risk factor to acknowledge
that Section 22 of the Securities Act grants concurrent jurisdiction to both state and
federal courts for claims arising under the Securities Act and that Section 27 of the
Exchange Act grants exclusive jurisdiction to the federal courts of the United States for
claims arising under the Exchange Act.
Capitalization, page 38
2.Please revise to disclose the number of ordinary shares authorized, issued and outstanding
as of September 30, 2023 on a pro forma basis. Also, revise to reflect the appropriate
FirstName LastNameFui Chu Lo
Comapany NameiOThree Limited
March 11, 2024 Page 2
FirstName LastName
Fui Chu Lo
iOThree Limited
March 11, 2024
Page 2
dollar amount of ordinary shares on a pro forma basis, which would appear to be
$173,342.
Consolidated Financial Statements, page F-1
3.We note the changes you made to the financial statements as a result of prior comment
6. Please revise to include disclosures regarding the correction of errors for each period
presented. The disclosures should include a description of the nature of the errors and a
quantified discussion of the adjustments on each financial statement line item. Refer to
ASC 250-10-50-7. Further, as applicable, revise to label the financial statements as
restated. Lastly, please have your auditors revise their opinion to include an explanatory
paragraph with regard to the correction of the errors in your previously issued financial
statements. Refer to paragraph 18(e) of PCAOB AS 3101.
Plan of Distribution, page Alt-4
4.You indicate that the Reselling Shareholders may sell their shares "at fixed prices, at
prevailing market prices at the time of sale, at prices related to the prevailing market price,
at varying prices determined at the time of sale, or at negotiated prices." Please clarify, if
true, that the Reselling Shareholders will sell at the same fixed price as the initial public
offering until the ordinary shares are listed on the Nasdaq Capital Market.
General
5.We note you are registering for resale 2,301,274 ordinary shares held by All Wealthy
International Limited., a company controlled by your Chief Executive Officer. Given the
nature of the offering, including Mr. Koh's beneficial ownership and the size of the
offering relative to the number of shares being offered by the company on a firm
commitment basis, please provide us with an analysis of your basis for determining that it
is appropriate to characterize the transaction as a secondary offering under Securities
Act Rule 415(a)(1)(i) as opposed to an indirect primary offering and that All Wealthy
International Limited, is not a statutory underwriter as defined in Section 2(a)(11) of the
Securities Act of 1933.
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