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Published on January 24, 2024
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Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com |
January 24, 2024
| U.S. Securities and Exchange Commission | |
| Division of Corporate Finance | |
| 100 F Street, NE | |
| Washington, D.C. 20549 | |
| Attn: | Robert Shapiro |
| Theresa Brillant | |
| Scott Anderegg | |
| Mara Ransom | |
| Re: | Alta Global Group Ltd | |
| Amendment No. 1 to Registration Statement on Form F-1 | ||
| Filed December 22, 2023 | ||
| File No. 333-275618 |
Ladies and Gentlemen:
This letter sets forth the responses of Alta Global Group Ltd, an Australian public company limited by shares (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 8, 2024 concerning the Company’s Registration Statement on Form F-1 filed with the Commission on December 22, 2023 (the “Registration Statement”).
References in the text of the responses herein to captions refer to Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the “Amended Registration Statement”), which is being filed herewith.
Amendment No. 1 to Registration Statement on Form F-1, filed December 22, 2023
Exhibits
| 1. | Counsel’s legal opinion contains an assumption (located at paragraph (b)) as to the power and authority for each party, however, this assumption is overly broad. Counsel may make this assumption as to parties other than the Company, but not as to the Company itself. Also, the assumption (located at paragraph (c)) appears to assume that the Company has taken all corporate actions necessary to authorize the issuance of the securities, and such an assumption is not permissible. Refer to Legality and Tax Opinions in Registered Offerings: Staff Legal Bulletin No. 19 located at our web-site for guidance. Please have counsel revise the opinion to remove such assumptions. |
Response:
The Company acknowledges the Staff’s comment and has refiled the revised opinion as Exhibit 5.1 to Amended Registration Statement.
If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.
| Very truly yours, | |
| /s/ Jeffrey Fessler | |
| Jeffrey Fessler | |
| Sheppard, Mullin, Richter & Hampton LLP |
| cc: | Nick Langton, Chief Executive Officer |
| Neale Java, Chief Financial Officer |