Correspondence 0001493152-24-043444 from Rocky Mountains Group Ltd (CIK 0002034288)
Rocky Mountains Group Ltd (CIK 0002034288)
Date: Nov. 4, 2024 · CIK: 0002034288 · Accession: 0001493152-24-043444
AI Filing Summary & Sentiment
File numbers found in text: 333-281852
Letter
Via Edgar Division of Corporation Finance Attention: Kate Beukenkamp Re: Rocky Mountains Group Ltd Amendment No. 1 to Registration Statement on Form S-1 Filed October 2, 2024 File No. 333-281852
Dear Sir or Madam:
Rocky Mountains Group Ltd. (the “Company”) is filing amendment number 2 (the “Amendment”) to the Registration Statement on Form S-1/A (the “Registration Statement”) in response to your recent review letter addressed to Zonghan Wu, Chief Executive Officer of the Company, dated October 30, 2024 (the “SEC Letter”). This response letter, along with the amended Offering Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 2, 2024
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements, page F-2
1. We reviewed your revisions in response to comment 13 and reissue in part. To the extent true, the balance sheet date should be as of May 31, 2024 and the other financial statements should be for the period from July 25, 2023 (date of inception) to May 31, 2024. Please have your auditors revise their report, as appropriate.
Response: We have updated the Registration Statement as requested.
We are aware that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please let me know if you need anything further.
Sincerely,
Rocky
Mountains Group Ltd
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Rocky
Mountains Group Ltd
E
242 Bucklands Beach Road, Bucklands Beach
Auckland
2012, New Zealand
November
04, 2024
Via
Edgar
United
State Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
DC 20549
Attention:
Kate
Beukenkamp
Lilyanna
Peyser
Abe
Friedman
Doug
Jones
Re:
Rocky
Mountains Group Ltd
Amendment
No. 1 to Registration Statement on Form
S-1
Filed
October 2, 2024
File
No. 333-281852
Dear
Sir or Madam:
Rocky
Mountains Group Ltd. (the “Company”) is filing amendment number 2 (the “Amendment”) to the Registration Statement
on Form S-1/A (the “Registration Statement”) in response to your recent review letter addressed to Zonghan Wu, Chief Executive
Officer of the Company, dated October 30, 2024 (the “SEC Letter”). This response letter, along with the amended Offering
Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.
Amendment
No. 1 to Registration Statement on Form S-1 filed October 2, 2024
Report
of Independent Registered Public Accounting Firm
Opinion
on the Financial Statements, page F-2
1.
We
reviewed your revisions in response to comment 13 and reissue in part. To the extent true, the balance sheet date should be as of
May 31, 2024 and the other financial statements should be for the period from July 25, 2023 (date of inception) to May 31, 2024.
Please have your auditors revise their report, as appropriate.
Response:
We have updated the Registration Statement as requested.
We
are aware that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the staff. Please let me know if you need anything further.
Sincerely,
Rocky
Mountains Group Ltd
/s/
Zonghan Wu
Zonghan
Wu
CEO