CORRESP 1 filename1.htm

 

 

January 5, 2022

 

Alexandra Barone /Jan Woo

Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Greenpro Capital Corp.

Amendment No. 5 to Registration Statement on Form S-3 Filed December 23, 2021

File No. 333-258441

 

Dear Mses. Barone and Woo

 

On behalf of our client, Greenpro Capital Corp. (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 30, 2021. Concurrently with the submission of this letter, the Company is submitting its revised Amendment No. 6 to registration statement on Form S-3 (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.

 

* * *

 

Amendment No. 5 to Registration Statement on Form S-3 Cover Page

 

1. On the cover page and in the prospectus summary, please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

 

Response:

 

The Company acknowledges the Staff’s comment and has included disclosures on whether the Company’s auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect the Company on the cover page and in the prospectus summary.

 

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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