| Via EDGAR | October 29, 2018 |
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Electronics and Machinery
100 F Street, NE
Washington, D.C. 20549
U.S.A.
| Re: | Alps Electric Co., Ltd. |
Amendment No. 2 to Confidential Draft Registration Statement on FormF-4 |
Submitted October 5, 2018 |
CIK No. 0000900278 |
Ladies and Gentlemen:
At the request of Alps Electric Co., Ltd. (“Alps Electric”), we are responding to the comment letter, dated October 22, 2018, from the Securities and Exchange Commission (the “Commission”) relating to Amendment No. 2 to the Draft Registration Statement on FormF-4 confidentially submitted on October 5, 2018. In conjunction with this letter, Alps Electric is submitting Amendment No. 3 to the Draft Registration Statement (“Amendment No. 3”) via EDGAR.
The responses of Alps Electric to the Staff’s comment is set forth below. To facilitate the Staff’s review, we have reproduced below in bold text the Staff’s comment and have provided responses immediately below the comment. The page number reference in Alps Electric’s response relate to Amendment No. 3.
In addition to the amendment in response to the Staff’s comment, Alps Electric has amended certain portions of the Draft Registration Statement to provide updates or clarifications.
Alps Electric has not included as part of the submission of Amendment No. 3 all of the exhibits that are required to be included. Alps Electric plans to include the other exhibits in a later amendment to the Draft Registration Statement or in public filings of the FormF-4.
SHEARMAN.COM
Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.
Amendment No. 2 to Confidential Draft Registration Statement on FormF-4
Exhibit 5.1
| 1. | The opinion that you file to satisfy your obligations under RegulationS-K Item 601(b)(5) should not include a limitation on reliance such as in penultimate paragraph of this exhibit. Please file a revised opinion accordingly. |
In response to the Staff’s comment, Mori Hamada & Matsumoto has revised its opinion letter to delete the relevant language. |
* * *
Please do not hesitate to contact me by telephoneat +81-3-5251-1601, by faxat +81-3-5251-1602 or by email at Masahisa.Ikeda@Shearman.com, if you have additional questions or require additional information.
| Very truly yours, |
/s/ Masahisa Ikeda |
| Masahisa Ikeda |
| Shearman & Sterling LLP |
| cc: | Toshihiro Kuriyama, President, Chairman of the Board of Directors of Alps Electric |
2