SCHLUETER & ASSOCIATES, P.C.

5655 SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD VILLAGE, CO 80111

TELEPHONE: +1-303-292-3883

FACSIMILE: +1-303-648-5663

Email: [email protected]

October 14, 2022

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kate Beukenkamp

Dear Ms. Beukenkamp,

Please accept this letter as the response of Roma Green Finance Ltd (“Registrant” and “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1 filed September 6, 2022 (the “Registration Statement”). The Company is concurrently filing with the Commission Amendment No. 1 to the Registration Statement (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.

For your convenience, the comments have been reproduced below, followed by the Registrant’s response.

Draft Registration Statement on Form F-1 Submitted September 6, 2022

Cover Page

Response:

The Company has revised the cover page to include the following disclosure in response to Comment 1.

“We are not a Chinese operating company but a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct our operations in Hong Kong through our subsidiary, Roma Risk Advisory Limited (“RRA”), incorporated in Hong Kong and Roma Advisory Pte. Ltd., incorporated in Singapore (collectively, the “Operating Subsidiaries”).”

“There are significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Further, the Chinese government may disallow our current corporate structure. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. No effective laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company or any of the Operating Subsidiaries received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments and list on an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See “Prospectus Summary - Recent Regulatory Development in the PRC” beginning on page 14 and “Risk Factors – Risks Relating to Doing Business in Hong Kong” beginning on page 24.”

Response:

The Company references its response to Comment 1 above and has included the following additional disclosure on the cover page in response to Comment 2.

“The Holding Foreign Companies Accountable Act, or HFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “ PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. Our auditor, KCCW Accounting Corp, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess KCCW Accounting Corp’s compliance with applicable professional standards. KCCW Accounting Corp is headquartered in Los Angeles, California and has been inspected by the PCAOB on a regular basis, with the last inspection in 2020. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — The PCAOB’s HFCAA Determination Report dated December 16, 2021, that the Board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in China or Hong Kong (“the Determination”) could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors” on page 26. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. It includes three provisions that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates – without consultation with, nor input from, Chinese authorities; (2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. However, there can be no assurance that China will abide by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China and that on-site inspections and investigations of firms headquartered in mainland China and Hong Kong will occur and allows for full and timely access to information.”

Additional revisions to this comment have been included in other areas of the prospectus.

Response:

The Revised Registration Statement includes clarifications in the definitions section relating to the operating subsidiaries to specifically identify those which entity the Registrant is referring to. The Revised Registration Statement has been amended throughout to reflect those definitional changes.

Response:

The Revised Registration Statement has been amended to include the following disclosures in response to this comment:

“The Company holds all of the equity interests in its Hong Kong and Singapore subsidiaries through a subsidiary incorporated in the British Virgin Islands, or BVI. As we have a direct equity ownership structure, we do not have any agreement or contract between our Company and any of its subsidiaries that are typically seen in a variable interest entity structure. Within our direct equity ownership structure, funds from foreign investors can be directly transferred to our Hong Kong or Singapore subsidiaries by way of capital injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our memorandum and articles of association (as amended from time to time) to provide funding to our Operating Subsidiaries incorporated in Hong Kong and Singapore through loans and/or capital contributions. Our Operating Subsidiaries are permitted under the laws of Hong Kong and Singapore (as the case may be) to issue cash dividends to us without limitation on the size of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such debt may restrict their ability to pay dividends. We do not maintain formal cash management policies or procedures with respect to the size or means of such transfers. There can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong.”

Response:

Please see response to Comment 4 above. Further, the Company has added the risk factor below:

“The Company may rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements it may have, and any limitation on the ability of the Operating Subsidiaries to make payments to the Company could have a material and adverse effect on the business.

Within our direct equity ownership structure, funds from foreign investors can be directly transferred to our Hong Kong or Singapore subsidiaries by way of capital injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our memorandum and articles of association (as amended from time to time) to provide funding to our Operating Subsidiaries incorporated in Hong Kong and Singapore through loans and/or capital contributions. Our Operating Subsidiaries are permitted under the laws of Hong Kong and Singapore (as the case may be) to issue cash dividends to us without limitation on the size of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such debt may restrict their ability to pay dividends. As of the date of this prospectus, our Operating Subsidiaries have not encountered difficulties or limitations with respect to their respective abilities to transfer cash between each other. They do not maintain formal cash management policies or procedures with respect to the size or means of such transfers. There can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong. Any limitation on the ability of the Operating Subsidiaries to distribute dividends or other payments to the Company could materially and adversely limit the ability to grow, make investments or acquisitions that could be beneficial to the businesses, pay dividends or otherwise fund and conduct the business.”

Response:

Please see response to Comment 4 above.

Response:

The Registrant has checked the box on the cover page to indicate it is an “Emerging Growth Company.”

Definitions, page 7

Response:

The Registrant has revised the definition of PRC below in response to Comment 7.

“PRC” means the People’s Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, but it is note that legal and operational risks associated with operating in the People’s Republic of China may also apply to operations in Hong Kong.”

Prospectus Summary, page 8

Response:

The Registrant has a risk factor entitled “There are political risks associated with conducting business in Hong Kong” that addresses several of the concerns set forth in this Comment. The Registrant has included cross references with page numbers to each risk factor but has not detailed the entire title of each risk factor in such cross reference to ensure this section stays within the two page limitation relating to summary of risk factors set forth in Item 105 of Regulation S-K.

Business of our Operating Subsidiary, page 9

Response:

The Registrant has revised the disclosure throughout the Revised Registration Statement in response to this comment and included additional disclosure on the meanings of these terms.

Holding Foreign Companies Accountable Act (the “HFCA Act”), page 11

Response:

The Registrant has revised the disclosure relating to the HFCA Act to indicated that if the PCAOB determines that it cannot inspect or investigate our auditor, an exchange may determine to delist our securities.

Implications of Being a Holding Company, page 12

Response:

The Registrant has revised the cross references in in the Revised Registration Statement in response to this comment.

Response:

The Registrant has revised the Revised Registration Statement as follows in response to this Comment.

“As of the date of this prospectus, the Company and the Operating Subsidiaries have not distributed any earnings, nor do they have any plan to distribute earnings in the foreseeable future. As of the date of this prospectus, none of the Operating Subsidiaries have made any dividends or distributions to the Company and the Company has not made any dividends or distributions to the Company’s shareholders or U.S. investors. The Company intends to keep any future earnings to finance business operations, and does not anticipate that any cash dividends will be paid in the foreseeable future.”

Further, the registrant has provided appropriate disclosure relating to the management fees.

Regulatory Oversight in China, page 13

Response:

The Registrant has revised the Revised Registration Statement as follows in response to this Comment.

“As of the date of this prospectus, according to our Hong Kong legal counsel, Robertsons, we: (i) are not required to obtain permissions from any PRC authorities (including those in Hong Kong) to operate or issue our Ordinary Shares to foreign investors..”

Response:

The Registrant has revised the Revised Registration Statement in response to this Comment to indicate that it relied upon opinion of Robertsons in making this determination.

Response:

The Registrant has revised the Revised Registration Statement as follows in response to this Comment.

“If RRA fails to receive or maintain such permissions or if the required approvals are denied, RRA may be required to cease its business operations until such permissions or approvals are obtained and may, if it continues to operate without such permissions or approvals, become subject to fines and other penalties which may have a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.”
 

Response:

See response to Comment 16 above.

Risk Factors, page 17

Response:

See response to Comment 3 above.

Risks Related to Our Business and Industry

We have a limited operating history and its future revenue and profits..., page 18

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

We may be inadequately insured against losses and liabilities..., page 20

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

The recent joint statement by the SEC..., page 36

Response:

The Registrant has revised the Revised Registration Statement to include the following disclosure in response to this Comment.

“On June 22, 2021, the Senate passed the AHFCAA which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. In the event the HFCAA is amended to prohibit an issuer’s securities from trading on any U.S. stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time before our Ordinary Shares may be prohibited from trading or delisted from an exchange if our auditor is not subject to inspection by the PCAOB.”

Enforceability of Civil Liabilities, page 38

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

Use of Proceeds, page 40

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

Key Factors Affecting the Results of Our Group’s Operations, page 46

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Accounts receivable, net, page 50

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

Impact of Inflation , page 58

Response:

The Registrant has revised the Registration Statement as follows in response to this Comment 26.

“We do not believe that inflation has had a material effect on our business, financial condition or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future.”

History and Corporate Structure, page 59

Response:

The Registrant has revised the Revised Registration Statement as follows:

“Lucky Time does not carry on any business activities other than the holding of its shareholding interest in RRA.”

Industry Overview, page 60

Response:

The Registrant has included the consent to the inclusion of the Frost & Sullivan’s expert report as Exhibit 99.1 to the Revised Registration Statement.

Business

Competitive Strengths, page 70

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

Insurance, page 73

Response:

The Registrant has amended the Revised Registration Statement accordingly in response to this Comment.

“We purchased business insurance which covers for loss or damages arising from business interruption, money loss due to theft (including hold-ups involving violent means) and malicious attack. It also covers public liability and relevant employees’ compensation.”

Regulatory Environment, page 74

Response:

The Company does not conduct business in the PRC and as such, does not believe that a discussion of PRC regulations is material to investors in the Company’s securities.

Material Tax Considerations, page 99

Response:

The Company does not conduct business in the PRC and as such, does not believe that a discussion of PRC regulations is material to investors in the Company’s securities.
 

General

Response:

The Registrant has had no written communications with potential investors and has not authorized any third party to do so on its behalf.

The Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at (303) 868-3382.

Thank you for your review.