Correspondence 0001493152-24-048110 from Rocky Mountains Group Ltd (CIK 0002034288)
Rocky Mountains Group Ltd (CIK 0002034288)
Date: Nov. 29, 2024 · CIK: 0002034288 · Accession: 0001493152-24-048110
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. 2 to Registration Statement on Form S-1 Filed November 4, 2024 File No. 333-281852
Dear Sir or Madam:
Rocky Mountains Group Ltd. (the “Company”) is filing amendment number 3 (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 November 26, 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. 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.
Response: We have updated the financial statements in the Registration Statement as requested.
General
2. 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-mediarelease/2021-releases/21-103mr-former-cfo-sentenced-for-market-manipulation-andfraud-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 required by Item 401(f) of Regulation S-K, revise page 26 accordingly, and include appropriate risk factor disclosure.
Response: Our chief executive officer, Mr. Zonghan Wu, is not subject of such Media Release. The name in the Media Release is “Zhonghan Wu”, which is not our chief executive officer’s name “Zonghan Wu”. In addition, the Media Release refers to a case in Australia. Our chief executive officer, Mr. Zonghan Wu resides in New Zealand. Australia and New Zealand are two different countries.
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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filename1.htm
Rocky
Mountains Group Ltd
E
242 Bucklands Beach Road, Bucklands Beach
Auckland
2012, New Zealand
November
29, 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. 2 to Registration Statement on Form S-1
Filed
November 4, 2024
File
No. 333-281852
Dear
Sir or Madam:
Rocky
Mountains Group Ltd. (the “Company”) is filing amendment number 3 (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 November 26, 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. 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.
Response:
We have updated the financial statements in the Registration Statement as requested.
General
2.
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-mediarelease/2021-releases/21-103mr-former-cfo-sentenced-for-market-manipulation-andfraud-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 required by Item 401(f) of Regulation S-K, revise page 26 accordingly, and include appropriate risk factor
disclosure.
Response:
Our chief executive officer, Mr. Zonghan Wu, is not subject of such Media Release. The name in the Media Release is “Zhonghan Wu”,
which is not our chief executive officer’s name “Zonghan Wu”. In addition, the Media Release refers to a case in Australia.
Our chief executive officer, Mr. Zonghan Wu resides in New Zealand. Australia and New Zealand are two different countries.
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