SEC Comment Letter 0000000000-23-009696 to XMax Inc. (XMAX) (CIK 0001473334) (XWIN)
XMax Inc. (XMAX) (CIK 0001473334)
Date: Aug. 31, 2023 · CIK: 0001473334 · Accession: 0000000000-23-009696
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File numbers found in text: 001-36259
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United States securities and exchange commission logo
August 31, 2023
Thanh H. Lam
President
Nova Lifestyle, Inc.
6565 E. Washington Blvd.
Commerce, CA 90040
Re:Nova Lifestyle, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-36259
Dear Thanh H. Lam:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 35
1.We note your statement that you considered that no governmental entity has filed a
Schedule 13D or 13G, there are no material contracts with a foreign governmental party,
and there is no foreign government representative on the Company’s Board in connection
with your required submission under paragraph (a) of Item 9C of Form 10-K. Please
supplementally describe any additional materials that were reviewed and explain your due
diligence supporting the representation concerning your board. In addition, please tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameThanh H. Lam
Comapany NameNova Lifestyle, Inc.
August 31, 2023 Page 2
FirstName LastName
Thanh H. Lam
Nova Lifestyle, Inc.
August 31, 2023
Page 2
Please contact Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at 202-551-
3401 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Jeffrey Li