SEC Comment Letter 0000000000-24-013115 to Rocky Mountains Group Ltd (CIK 0002034288)
Rocky Mountains Group Ltd (CIK 0002034288)
Date: Nov. 26, 2024 · CIK: 0002034288 · Accession: 0000000000-24-013115
AI Filing Summary & Sentiment
File numbers found in text: 333-281852
Letter
November 26, 2024 Zonghan Wu Chief Executive Officer Rocky Mountains Group Ltd E 242 Bucklands Beach Road, Bucklands Beach Auckland 2012, New Zealand Re:Rocky Mountains Group Ltd Amendment No. 2 to Registration Statement on Form S-1 Filed November 4, 2024 File No. 333-281852 Dear Zonghan Wu: We have reviewed your amended registration statement and have the following comment(s). 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 October 30, 2024 letter. Amendment No. 2 to Registration Statement on Form S-1 Financial Statements, page F1 1.Please update your financial statements pursuant to Rule 8-08 of Regulation S-X. General We note your disclosure on page 26. We further note Media Release (21-103MR) of the Australian Securities & Investments Commission, dated May 18, 2021 located at the following link: 21-103MR Former CFO sentenced for market manipulation and fraud offences | ASIC (https://asic.gov.au/about-asic/news-centre/find-a-media- release/2021-releases/21-103mr-former-cfo-sentenced-for-market-manipulation-and- fraud-offences/). Please tell us whether Mr. Zonghan Wu, your chief executive officer, is the subject of such Media Release. If so, please provide the disclosure 2.
November 26, 2024 Page 2 required by Item 401(f) of Regulation S-K, revise page 26 accordingly, and include appropriate risk factor disclosure. Please contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Mont Tanner
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November 26, 2024
Zonghan Wu
Chief Executive Officer
Rocky Mountains Group Ltd
E 242 Bucklands Beach Road, Bucklands Beach
Auckland 2012, New Zealand
Re:Rocky Mountains Group Ltd
Amendment No. 2 to Registration Statement on Form S-1
Filed November 4, 2024
File No. 333-281852
Dear Zonghan Wu:
We have reviewed your amended registration statement and have the following
comment(s).
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 October 30, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Financial Statements, page F1
1.Please update your financial statements pursuant to Rule 8-08 of Regulation S-X.
General
We note your disclosure on page 26. We further note Media Release (21-103MR)
of the Australian Securities & Investments Commission, dated May 18, 2021 located
at the following link: 21-103MR Former CFO sentenced for market manipulation and
fraud offences | ASIC (https://asic.gov.au/about-asic/news-centre/find-a-media-
release/2021-releases/21-103mr-former-cfo-sentenced-for-market-manipulation-and-
fraud-offences/). Please tell us whether Mr. Zonghan Wu, your chief executive
officer, is the subject of such Media Release. If so, please provide the disclosure 2.
November 26, 2024
Page 2
required by Item 401(f) of Regulation S-K, revise page 26 accordingly, and include
appropriate risk factor disclosure.
Please contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mont Tanner