Correspondence 0001213900-23-002902 from Planet Green Holdings Corp. (PLAG)
Planet Green Holdings Corp.
Date: Jan. 17, 2023 · CIK: 0001117057 · Accession: 0001213900-23-002902
AI Filing Summary & Sentiment
File numbers found in text: 333-259611
Referenced dates: December 9, 2022
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CORRESP
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Steven Glauberman
Becker & Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
Email: sglauberman@beckerlawyers.com
Phone: (212) 599-3322 Fax: (212) 557-0295
January 17, 2023
VIA EDGAR
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Manufacturing
450 Fifth Street N.W.
Washington, DC 20549
Attention:
Ms. Jennifer Angelini,
Ms. Sherry Haywood
Re:
Planet Green Holdings Corp.
Amendment No. 3 to Registration Statement on Form S-3
Filed December 5, 2022
File No. 333-259611
To the Reviewing Staff Members of the Commission:
On behalf of our client, Planet Green Holdings
Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated December 9, 2022 on the Company’s Amendment No. 3 to Registration Statement on Form
S-3 previously submitted on December 5, 2022 (the “Registration Statement”).
Concurrently with the submission of this letter,
the Company is submitting Amendment No. 4 to its registration statement on Form S-3 (the “Revised Registration Statement”)
with 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 Revised Registration Statement.
Amendment No. 3 to Form S-3
General
1.
Despite your response to prior comment seven, disclosure regarding
regulatory permissions or approvals required to operate your business still appears to be lacking. Please add the following disclosure:
● Disclose each permission or approval
that you, your subsidiaries, your WFOE, and/or your VIEs are required to obtain from Chinese authorities (including Hong Kong authorities)
to operate your business.
● State affirmatively whether you
have received all requisite operating permissions or approvals and whether any permissions or approvals have been denied.
● Describe the consequences to
you and your investors if you, your subsidiaries, WFOE, or the VIEs: (i) do not receive or maintain such operating permissions or approvals,
(ii) inadvertently conclude that such operating permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such operating permissions or approvals in the future.
● If your revised disclosure indicates
no operating permissions or approvals are required from Chinese authorities (including Hong Kong authorities), then additionally disclose
how you determined this. If you relied on counsel, identify counsel and file an exhibit. If you did not consult counsel, provide an explanation
as to why you did not consult counsel. Please expand or revise related risk factors as appropriate.
In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 15 in accordance with the Staff’s instructions. A consent of
Hebei Kaicheng Law Office, the Company’s Chinese counsel, has been filed as the Exhibit 23.3 of the Amendment 3 to the Form S-3
filed on December 5, 2022.
About this Prospectus
Financial Information Related to the VIEs, Page
2.
We note your revisions in response to prior comment four, and reissue it in part. Please revise your consolidating schedules to present information for the WFOE as primary beneficiary in a separate column.
In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on pages 9-14 in accordance with the Staff’s instructions.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.
Very truly yours,
By:
/s/ Steven Glauberman
Name:
Steven Glauberman
cc: Bill Huo, Esq.