Correspondence 0001829126-23-006347 from SIPP International Industries, Inc. (SIPN) (CIK 0001128252) (SIPN)
SIPP International Industries, Inc. (SIPN) (CIK 0001128252)
Date: Sept. 28, 2023 · CIK: 0001128252 · Accession: 0001829126-23-006347
AI Filing Summary & Sentiment
File numbers found in text: 333-271830
Letter
Via Edgar Division of Corporation Finance Attention: Eiko Yaoita Pyles Re: SIPP International Industries, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed September 6, 2023 File No. 333-271830
Dear Sir or Madam:
SIPP International Industries, Inc. (the “Company”) is filing amendment number 5 (the “Amendment”) to the Registration Statement on Form S-1/A (the “Registration Statement”) in response to your recent review letter addressed to Min Jiang, Chief Executive Officer of the Company, dated September 21, 2023 (the “SEC Letter”). This response letter, along with the amended Offering Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in the SEC Letter.
Amendment No. 4 to Registration Statement on Form S-1 filed September 6, 2023
Cover Page
1. We note the disclosure throughout your prospectus about the Trial Measures and Articles and that you indicate that you are not required to obtain approval or clearance from the CSRC. Please revise your disclosure to clarify whether you are relying on an opinion of counsel in determining that you are not required to obtain approval or clearance from the CSRC and, if so, identify counsel and file its consent. Please make similar revisions elsewhere that you discuss approval by the CSRC, such as your risk factors and cover page.
We have added disclosure regarding our reliance on the opinion of Chinese counsel and have added the opinion and consent as Exhibits.
2. We note the disclosure throughout your prospectus that “The Company is of the belief that the expenses of engaging PRC counsel would be unduly burdensome on the Company, and thus, the Company has not sought to engage PRC counsel to obtain an additional opinion pertaining to the Company’s understanding of all required approvals and permission to operate [y]our business.” If true, please revise to disclose that your determination not to obtain the advice of counsel is based on a risk-based analysis and include a related risk factor disclosure. Please revise to explicitly address the consequences to your investors specifically if you do not receive or maintain the necessary permissions or approvals, inadvertently conclude that such permissions or approvals are not required or applicable laws, regulations or interpretations change and you are required to obtain such permissions in the future.
We have removed such disclosure as we have engaged local counsel.
Exhibits
3. We note your response to prior comment 6 and reissue the comment. In this regard, we note that Exhibit 3.3 is still not a single complete copy of your articles. As required by Item 601(b)(3) of Regulation S-K, please file a complete copy of your Articles and Incorporation and bylaws as amended to date.
We have transcribed all of the articles and amendments into one document.
General
4. It appears that you revised the disclosure in the fifth paragraph on page 58 in response to the last bullet point of prior comment 7. However, the disclosure in the sixth paragraph on page 24 about material weaknesses is still not consistent with the disclosure in the fourth paragraph on page 58 about material weaknesses. Please advise or revise accordingly.
We have revised the disclosure accordingly.
Please direct your correspondence regarding this matter to the undersigned.
Very
truly yours,
/s/
Min Jiang
Show Raw Text
CORRESP
1
filename1.htm
SIPP
International Industries, Inc.
50
West Liberty Street
Suite 880
Reno,
NV 89501
September
28, 2023
Via
Edgar
United
State Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
DC 20549
Attention: Eiko
Yaoita Pyles
Ernest
Greene
Thomas
Jones
Geoff
Kruczek
Re: SIPP
International Industries, Inc.
Amendment
No. 4 to Registration Statement on Form S-1
Filed
September 6, 2023
File
No. 333-271830
Dear
Sir or Madam:
SIPP
International Industries, Inc. (the “Company”) is filing amendment number 5 (the “Amendment”) to the Registration
Statement on Form S-1/A (the “Registration Statement”) in response to your recent review letter addressed to Min Jiang, Chief
Executive Officer of the Company, dated September 21, 2023 (the “SEC Letter”). This response letter, along with the amended
Offering Statement, addresses the concerns you have expressed. The following numbered responses correspond to the comment numbers in
the SEC Letter.
Amendment
No. 4 to Registration Statement on Form S-1 filed September 6, 2023
Cover
Page
1.
We note the disclosure throughout your prospectus about the Trial Measures and Articles and that you indicate that you are not
required to obtain approval or clearance from the CSRC. Please revise your disclosure to clarify whether you are relying on an
opinion of counsel in determining that you are not required to obtain approval or clearance from the CSRC and, if so, identify
counsel and file its consent. Please make similar revisions elsewhere that you discuss approval by the CSRC, such as your risk
factors and cover page.
We
have added disclosure regarding our reliance on the opinion of Chinese counsel and have added the opinion and consent as Exhibits.
2.
We note the disclosure throughout your prospectus that “The Company is of the belief that the expenses of engaging PRC counsel
would be unduly burdensome on the Company, and thus, the Company has not sought to engage PRC counsel to obtain an additional opinion
pertaining to the Company’s understanding of all required approvals and permission to operate [y]our business.” If true,
please revise to disclose that your determination not to obtain the advice of counsel is based on a risk-based analysis and include a
related risk factor disclosure. Please revise to explicitly address the consequences to your investors specifically if you do not receive
or maintain the necessary permissions or approvals, inadvertently conclude that such permissions or approvals are not required or applicable
laws, regulations or interpretations change and you are required to obtain such permissions in the future.
We
have removed such disclosure as we have engaged local counsel.
Exhibits
3.
We note your response to prior comment 6 and reissue the comment. In this regard, we note that Exhibit 3.3 is still not a single complete
copy of your articles. As required by Item 601(b)(3) of Regulation S-K, please file a complete copy of your Articles and Incorporation
and bylaws as amended to date.
We
have transcribed all of the articles and amendments into one document.
General
4.
It appears that you revised the disclosure in the fifth paragraph on page 58 in response to the last bullet point of prior comment 7.
However, the disclosure in the sixth paragraph on page 24 about material weaknesses is still not consistent with the disclosure in the
fourth paragraph on page 58 about material weaknesses. Please advise or revise accordingly.
We
have revised the disclosure accordingly.
Please
direct your correspondence regarding this matter to the undersigned.
Very
truly yours,
/s/
Min Jiang
Min
Jiang