United States securities and exchange commission logo
December 1, 2023
Luk Huen Ling Claire
Chairlady, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F, Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re: Roma Green Finance
Ltd
Amendment No. 3 to
Registration Statement on Form F-1
Filed November 24,
2023
File No. 333-272555
Dear Luk Huen Ling Claire:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our June 16, 2023
letter.
Amendment No. 3 to Form F-1 filed November 24, 2023
Exhibits
1. Please have counsel
revise Exhibit 5.1 to opine on the correct number of shares being
offered by the company
and each of the selling shareholders. Please also explain why
counsel has included
the shares to be sold by Top Elect in the underwritten offering within
the definition of "IPO
Shares." Because such shares are currently outstanding, counsel
should opine that these
shares are (as opposed to "will be") validly issued, fully-paid and
non-assessable. Please
also fill in the brackets contained in the opinion, as it appears that
this is the final,
signed opinion of counsel.
2. Please tell us why the
scope of Opinion 5.2 is limited to compliance with Hong Kong laws
from 1 April 2021 to 31
March 2023, as specified in paragraph B.
Luk Huen Ling Claire
Roma Green Finance Limited
December 1, 2023
Page 2
3. Please have counsel revise exhibit 8.2 to remove the language stating
that the opinion may
not be relied upon by any other persons or corporate entities other than
Nasdaq. Purchasers of securities in the offering are entitled to rely on
the opinion. Please
also have counsel execute the opinion.
4. Please have counsel revise Exhibit 23.5 to consent to the filing of
counsel's opinion as an
exhibit to the registration statement. This exhibit consents only to the
filing of the consent
as an exhibit.
Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
FirstName LastNameLuk Huen Ling Claire
Division of
Corporation Finance
Comapany NameRoma Green Finance Limited
Office of Trade &
Services
December 1, 2023 Page 2
cc: Celia Velletri
FirstName LastName