Correspondence 0001493152-25-006274 from Rocky Mountains Group Ltd (CIK 0002034288)
Rocky Mountains Group Ltd (CIK 0002034288)
Date: Feb. 13, 2025 · CIK: 0002034288 · Accession: 0001493152-25-006274
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. 4 to Registration Statement on Form S-1 Filed January 17, 2025 File No. 333-281852
Dear Sir or Madam:
Rocky Mountains Group Ltd. (the “Company”) is filing amendment number 5 (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 February 12, 2025 (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. 4 to Registration Statement on Form S-1
Certain Relationships and Related Transactions, page 28
1. Please revise to revert to include the disclosure that “As of May 31, 2024, the sole director of the Company advanced $2,929 to the Company, which is unsecured and non-interest bearing with repayable on demand.” We note that this disclosure have been deleted here but continues to be disclosed in footnote 6. Amount Due to a
Director in your footnotes to financial statements on page F10.
Response: We have updated the financial statements in 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
February
13, 2025
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. 4 to Registration Statement on Form S-1
Filed
January 17, 2025
File
No. 333-281852
Dear
Sir or Madam:
Rocky
Mountains Group Ltd. (the “Company”) is filing amendment number 5 (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 February 12, 2025 (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. 4 to Registration Statement on Form S-1
Certain
Relationships and Related Transactions, page 28
1.
Please
revise to revert to include the disclosure that “As of May 31, 2024, the sole director of the Company advanced $2,929 to the
Company, which is unsecured and non-interest bearing with repayable on demand.” We note that this disclosure have been deleted
here but continues to be disclosed in footnote 6. Amount Due to a
Director
in your footnotes to financial statements on page F10.
Response:
We have updated the financial statements in 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