Correspondence 0001213900-24-090866 from iOThree Ltd (IOTR) (CIK 0001997637) (IOTR)
iOThree Ltd (IOTR) (CIK 0001997637)
Date: Oct. 25, 2024 · CIK: 0001997637 · Accession: 0001213900-24-090866
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. 3 to Registration Statement on Form F-1 Filed October 10, 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. 3 to the Company’s Registration Statement on Form F-1 submitted to the Securities and Exchange Commission (the “Commission”) on October 10, 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. 4 to the Company’s Registration Statement on Form F-1 (the “Registration Statement”).
Amendment No. 3 to Registration Statement on Form F-1
Prospectus Summary
Proven track record in the industry and extensive industry experience, page 2
1. We note that you disclose the revenue for the year ended March 31, 2024. Please revise to disclose such amount for the year ended March 31, 2023, as well as the net income and/or net loss for each period.
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that the Company has revised to disclose revenue amounts for the years ended March 31, 2024 and 2023, as well as the net income and/or net loss for these two fiscal years.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
iOThree Limited
October 25, 2024
Page 2
Capitalization, page 38
2. We note that the amount for Pro Forma Total equity does not appear to foot. Please revise accordingly.
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that we have revised the Pro Forma Total Equity amount in the Registration Statement.
Report of Independent Registered Public Accounting Firm, page F-2
3. We note the dates on the report are October 10, 2024 and April 20, 2024 for the consolidated financial statements year ended March 31, 2023 except for statements of operations and comprehensive income, changes in stockholder’s equity, Note 1 and 15 as to which the date is October 10, 2024. Please tell us why multiple dates are used for this report. In this regard, the report date should be no earlier than the date on which the auditor has obtained sufficient appropriate evidence to support the audit opinion, which would appear to October 10, 2024. Please revise or advise. Refer to AS 3110.01.
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that our auditor has revised the audit report date.
Exhibit 23.1, page II-3
4. It is unclear what date consent was given to the incorporation of the audit report in the Registration Statement on Form F-1 as multiple dates appear to be listed. Please revise.
RESPONSE: In response to the Staff’s comment, we respectfully advise the Staff that our auditor has revised the date for the Exhibit 23.1 consent.
iOThree Limited
October 25, 2024
Page 3
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 25, 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. 3 to Registration Statement on Form F-1
Filed October 10, 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. 3 to the Company’s
Registration Statement on Form F-1 submitted to the Securities and Exchange Commission (the “Commission”) on October
10, 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. 4 to the Company’s Registration Statement on Form F-1 (the “Registration Statement”).
Amendment No. 3 to Registration Statement on Form F-1
Prospectus Summary
Proven track record in the industry and extensive industry experience,
page 2
1. We note that you disclose the revenue for
the year ended March 31, 2024. Please revise to disclose such amount for the year ended March 31, 2023, as well as the net income and/or
net loss for each period.
RESPONSE: In
response to the Staff’s comment, we respectfully advise the Staff that the Company has revised to disclose revenue amounts for the
years ended March 31, 2024 and 2023, as well as the net income and/or net loss for these two fiscal years.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
iOThree Limited
October 25, 2024
Page 2
Capitalization, page 38
2. We note that the amount for Pro Forma Total
equity does not appear to foot. Please revise accordingly.
RESPONSE: In
response to the Staff’s comment, we respectfully advise the Staff that we have revised the Pro Forma Total Equity amount in the
Registration Statement.
Report of Independent Registered Public Accounting Firm, page F-2
3. We note the dates on the report are October
10, 2024 and April 20, 2024 for the consolidated financial statements year ended March 31, 2023 except for statements of operations and
comprehensive income, changes in stockholder’s equity, Note 1 and 15 as to which the date is October 10, 2024. Please tell us why
multiple dates are used for this report. In this regard, the report date should be no earlier than the date on which the auditor has obtained
sufficient appropriate evidence to support the audit opinion, which would appear to October 10, 2024. Please revise or advise. Refer to
AS 3110.01.
RESPONSE: In
response to the Staff’s comment, we respectfully advise the Staff that our auditor has revised the audit report date.
Exhibit 23.1, page II-3
4. It is unclear what date consent was given
to the incorporation of the audit report in the Registration Statement on Form F-1 as multiple dates appear to be listed. Please revise.
RESPONSE: In
response to the Staff’s comment, we respectfully advise the Staff that our auditor has revised the date for the Exhibit 23.1 consent.
iOThree Limited
October 25, 2024
Page 3
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