December 22, 2022
Isabel Rivera/James Lopez
William Demarest/ Isaac Esquivel
Securities and Exchange Commission
Division of Corporate Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
| Re: | WANG & LEE GROUP, Inc. Amendment No. 6 to Registration Statement on Form F-1 Filed December 2, 2022 File No. 333-265730 |
Dear Ms. Rivera and Messrs Lopez, Demarest and Esquivel,
On behalf of our client, WANG & LEE GROUP Inc. (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 21, 2022. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
* * *
Form F-1
General
1. We note your response to comment 2. Please ensure your disclosure is consistent with your underwriting agreement. Also add similar revisions to the prospectus cover page for the resale offering.
Response:
Responsive to the Staff’s comments, we have amended the cover page of the Resale Prospectus to mention that the Company has not been approved for listing on the Nasdaq Capital Market yet and is undergoing approval and review by the second reviewer. We have also mentioned that the Nasdaq listing is a condition to the resale offering.
The Company wishes to respectfully advise the Staff that it will not execute the underwriting agreement until receipt of such approval. Please note Section 2(pp) where the Company represents and warrants that “[t]he Ordinary Shares has been approved for listing on a Senior Exchange…”. However, for the avoidance of any doubt, we have amended Section 2(h)(ii) to clarify that the Company shall have received approval to list its securities on the Senior Exchange for trading.
2. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock- run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.
Response:
Responsive to the Staff’s comment, we have included the following risk factor on page 46 of the Revised Registration Statement:
We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
In addition to the risks addressed above, our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.
Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srf.law.
| Very truly yours, | |
| SICHENZIA ROSS FERENCE LLP | |
| /s/ Benjamin Tan | |
| Benjamin Tan Esq. |
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