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CORRESP Filing

XMax Inc.
Date: Aug. 8, 2025 · CIK: 0001473334 · Accession: 0001641172-25-022735

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-287559

Date
Aug. 8, 2025
Author
/s/ Xiaohua
Form
CORRESP
Company
XMax Inc.

Letter

VIA EDGAR Division of Corporation Finance Office of Life Sciences Attention: Ms. Kristin Baldwin Re: Nova Lifestyle, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed August 6, 2025 File No. 333-287559

Dear Ms. Baldwin / Mr. Kruczek:

Nova Lifestyle, Inc. (the " Company ", " we ", " us " or " our ") hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "), dated August 1, 2025, in connection with the Registration Statement on Form S-1 filed with the Commission on May 23, 2025 (the " Form S-1 "), as amended by Amendment No.1, Amendment No.2 and Amendment No.3 to the Form S-1 filed with the Commission on June 27, 2025, July 25, 2025, and August 6, 2025 respectively.

For the Staff's convenience, we have repeated below the Staff's comment in bold, and have followed the comment with the Company's response. The Company is filing via Edgar the Amendment No. 4 to Form S-1 (the " Amendment No. 4 ") revised pursuant to the comment herein with this response letter.

Amendment No. 3 to Registration Statement on Form S-1 filed August 6, 2025

Exhibits

1. We note your response to prior comment 1. Exhibits 23.1 and 23.2 both contain the consent "to the incorporation by reference" of the audit reports; however, each audit report is physically located in the Form S-1, not incorporated by reference. Please file revised consents.

Response : In response to the Staff's comment, the revised consents from the Company's auditors have been filed as exhibits to our Amendment No.4 in response to the Staff's comment.

* * *

We thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to both Yu Wang, Esq. at wangyu@hankunlaw.com and Mr. Jeffrey Chuang at Jeffery_chuang@novalifestyle.com

Very truly yours,

Sincerely,
/s/ Xiaohua
Lu

Show Raw Text
CORRESP
 1
 filename1.htm

 Nova
Lifestyle, Inc.

 6565
E. Washington Blvd.

 Commerce,
CA 90040

 August
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Mail
Stop 4631

 Washington,
DC 20549

 Attention:
 Ms.
 Kristin Baldwin

 Mr.
 Geoffrey Kruczek

 Re:
 Nova Lifestyle, Inc.

 Amendment No. 3 to Registration Statement on Form
 S-1

 Filed August 6, 2025

 File No. 333-287559

 Dear
Ms. Baldwin / Mr. Kruczek:

 Nova
Lifestyle, Inc. (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated August 1, 2025, in connection with the Registration Statement on Form S-1 filed
with the Commission on May 23, 2025 (the " Form S-1 "), as amended by Amendment No.1, Amendment No.2 and Amendment No.3
to the Form S-1 filed with the Commission on June 27, 2025, July 25, 2025, and August 6, 2025 respectively.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold, and have followed the comment with the Company's
response. The Company is filing via Edgar the Amendment No. 4 to Form S-1 (the " Amendment No. 4 ") revised pursuant
to the comment herein with this response letter.

 Amendment
No. 3 to Registration Statement on Form S-1 filed August 6, 2025

 Exhibits

 1.
 We note your response to
 prior comment 1. Exhibits 23.1 and 23.2 both contain the consent "to the incorporation by reference" of the audit reports;
 however, each audit report is physically located in the Form S-1, not incorporated by reference. Please file revised consents.

 Response :
In response to the Staff's comment, the revised consents from the Company's auditors have been filed as exhibits to our Amendment
No.4 in response to the Staff's comment.

 *
* *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to
both Yu Wang, Esq. at wangyu@hankunlaw.com and Mr. Jeffrey Chuang at Jeffery_chuang@novalifestyle.com

 Very truly
 yours,

 Sincerely,

 /s/ Xiaohua
 Lu

 Xiaohua Lu

 Chief Executive Officer and Director