SEC Company Response from SOS Ltd (SOS) (CIK 0001346610) (SOS) — Apr 27, 2017
SOS Ltd (SOS) (CIK 0001346610)
Date: April 27, 2017 · CIK: 0001346610 · Accession: 0001193125-17-140764
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38051, 333-217064
Letter
VIA EDGAR AND E-MAIL Division of Corporation Finance Re: China Rapid Finance Limited Registration Statement on Form F-1 (Registration No. 333-217064) Registration Statement on Form 8-A (Registration No. 001-38051)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Rapid Finance Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 4:00 p.m., Eastern Standard Time on April 27, 2017, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Shearman & Sterling LLP.
The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.
The Company hereby acknowledges the following:
•
should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
Very truly yours,
China Rapid Finance Limited
Show Raw Text
CORRESP 1 filename1.htm CORRESP April 27, 2017 VIA EDGAR AND E-MAIL David Lin, Staff Attorney William Dorton, Staff Attorney Marc Thomas, Staff Accountant Gus Rodriguez, Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: China Rapid Finance Limited Registration Statement on Form F-1 (Registration No. 333-217064) Registration Statement on Form 8-A (Registration No. 001-38051) Dear Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Rapid Finance Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 4:00 p.m., Eastern Standard Time on April 27, 2017, or as soon thereafter as practicable. The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”). If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Shearman & Sterling LLP. The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today. The Company hereby acknowledges the following: • should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 1 • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [Signature page follows] 2 Very truly yours, China Rapid Finance Limited By: /s/ Dr. Zhengyu (Zane) Wang Name: Dr. Zhengyu (Zane) Wang Title: Chief Executive Officer, Chairman and Executive Director [Signature Page to Acceleration Request]