Correspondence 0001213900-24-086801 from iOThree Ltd (IOTR) (CIK 0001997637) (IOTR)
iOThree Ltd (IOTR) (CIK 0001997637)
Date: Oct. 10, 2024 · CIK: 0001997637 · Accession: 0001213900-24-086801
AI Filing Summary & Sentiment
File numbers found in text: 333-276674
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Re: iOThree Limited Amendment No. 2 to Registration Statement on Form F-1 Filed April 30, 2024 File No. 333-276674
Dear Mr. Bassey, Mr. Pattan and Ms. Woo:
iOThree Limited (the “Company”) is in receipt of the above-captioned Comment Letter (the “Comment Letter”) regarding Amendment No. 2 to the Company’s Registration Statement on Form F-1 submitted to the Securities and Exchange Commission (the “Commission”) on April 30, 2024. On behalf of the Company, we are responding to comments provided by the staff (the “Staff”) of the Commission.
For your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text. In conjunction with these responses, we have live filed today with the Commission Amendment No. 3 to the Company’s Registration Statement on Form F-1 (the “Amendment”).
Amendment No. 2 to Registration Statement on Form F-1
General
1. Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that the Company has updated the registration statement to include audited financial statements for the fiscal years ended March 31, 2024 and 2023.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
iOThree Limited
October 10, 2024
Page 2
If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101) or Eng Chye Koh, Chief Executive Officer of iOThree Limited at + 65 3105 1699.
Sincerely,
/s/ Kevin Sun
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CORRESP
1
filename1.htm
E: Kevin@bevilacquapllc.com
T: 202.869.0888
W: bevilacquapllc.com
October 10, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C., 20549
Attn: Uwem Bassey, Austin Pattan and Jan Woo
Re: iOThree Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed April 30, 2024
File No. 333-276674
Dear Mr. Bassey, Mr. Pattan and Ms. Woo:
iOThree Limited (the “Company”)
is in receipt of the above-captioned Comment Letter (the “Comment Letter”) regarding Amendment No. 2 to the Company’s
Registration Statement on Form F-1 submitted to the Securities and Exchange Commission (the “Commission”) on April
30, 2024. On behalf of the Company, we are responding to comments provided by the staff (the “Staff”) of the Commission.
For your convenience, this
letter is formatted to reproduce your numbered comments in bold italicized text. In conjunction with these responses, we have live filed
today with the Commission Amendment No. 3 to the Company’s Registration Statement on Form F-1 (the “Amendment”).
Amendment No. 2 to Registration Statement on Form F-1
General
1. Please
update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary.
Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.
RESPONSE:
In response to the Staff’s comment, we respectfully advise the
Staff that the Company has updated the registration statement to include audited financial statements for the fiscal years ended March
31, 2024 and 2023.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
iOThree Limited
October 10, 2024
Page 2
If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin Sun of Bevilacqua PLLC at (202)
869-0888 (ext. 101) or Eng Chye Koh, Chief Executive Officer of iOThree Limited at + 65 3105 1699.
Sincerely,
/s/ Kevin Sun
Kevin Sun, Esq.
Bevilacqua PLLC
cc: Eng Chye Koh
Chief Executive Officer
Fui Chu Lo
Chief Financial Officer