Correspondence 0001493152-23-024457 from Kun Peng International Ltd. (KPEA) (CIK 0001502557) (KPEA)
Kun Peng International Ltd. (KPEA) (CIK 0001502557)
Date: July 13, 2023 · CIK: 0001502557 · Accession: 0001493152-23-024457
AI Filing Summary & Sentiment
File numbers found in text: 333-169805
Referenced dates: April 26, 2023
Letter
Re: Kun Peng International Ltd. Annual Report on Form 10-K Filed December 29, 2022 File No. 333-169805
Dear Mr. Anderegg:
We represent Kun Peng International Ltd. (the “Company”) as US counsel. We are submitting herewith Amendment No. 2 to the Annual Report on Form 10-K as filed under the Securities Exchange Act of 1933, as amended, on December 29, 2022 (the “Annual Report”).
The purpose of this letter is to respond to the comment letter dated April 26, 2023 from the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) relating to the above-referenced Annual Report. For your convenience, the comments have been reproduced below, followed by the Company’s response.
Annual Report on Form 10-K filed on December 29, 2022
Implications of Being a Holding Company - Transfers of Cash to and from Our Subsidiaries, page 7
1. We note your revisions to your disclosure in response to comment 9. Please revise your disclosure to describe your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Response:
In response to this comment, the Registrant has revised the disclosure on page 7 to indicate that none of the Company, our subsidiaries or our VIE has any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future, and that we intend to retain all available funds and future earnings, if any, for the operation of our VIE’s business.
Contractual Arrangements, page 11
2. We note your revised disclosure in response to comment 8. Please further revise your corporate structure diagram to include a dotted line to designate your relationship with your VIE rather than a solid line.
Response:
In response to this comment, the Registrant has revised the corporate structure diagram on page 11 to include a dotted line to designate our relationship with our VIE rather than a solid line.
U.S. Securities and Exchange Commission
July 13, 2023
Page
Condensed Consolidating Schedule, page 14
3. We reviewed the revisions made in response to comment 10. Please revise future filings to include a separate column for the WFOE that is the primary beneficiary of the VIE.
Response:
The Registrant will revise the Condensed Consolidating Schedule in future filings to include a separate column for the WFOE that is the primary beneficiary of the VIE.
Please copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth above, and Ms. Velletri’s email is cv@schueterintl.com. If you wish to speak with us, please feel free to call me at 303-868-3382 or Celia Velletri at 303-907-4842.
Very
truly yours,
/s/
Henry F. Schlueter
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filename1.htm
SCHLUETER
& ASSOCIATES, P.C.
5655
SO. YOSEMITE STREET, SUITE 350
GREENWOOD
VILLAGE, CO 80111
TELEPHONE:
+1-303-292-3883
FACSIMILE:
+1-303-648-5663
Email:
hfs@schlueterintl.com
July
13, 2023
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Scott Anderegg
Re:
Kun
Peng International Ltd.
Annual
Report on Form 10-K
Filed
December 29, 2022
File
No. 333-169805
Dear
Mr. Anderegg:
We
represent Kun Peng International Ltd. (the “Company”) as US counsel. We are submitting herewith Amendment No. 2 to the Annual
Report on Form 10-K as filed under the Securities Exchange Act of 1933, as amended, on December 29, 2022 (the “Annual Report”).
The
purpose of this letter is to respond to the comment letter dated April 26, 2023 from the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) relating to the above-referenced Annual
Report. For your convenience, the comments have been reproduced below, followed by the Company’s response.
Annual
Report on Form 10-K filed on December 29, 2022
Implications
of Being a Holding Company - Transfers of Cash to and from Our Subsidiaries, page 7
1.
We note your revisions to your disclosure in response to comment 9. Please revise your disclosure to describe your intentions to distribute
earnings or settle amounts owed under the VIE agreements.
Response:
In
response to this comment, the Registrant has revised the disclosure on page 7 to indicate that none of the Company, our subsidiaries
or our VIE has any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future, and that we
intend to retain all available funds and future earnings, if any, for the operation of our VIE’s business.
Contractual
Arrangements, page 11
2.
We note your revised disclosure in response to comment 8. Please further revise your corporate structure diagram to include a dotted
line to designate your relationship with your VIE rather than a solid line.
Response:
In
response to this comment, the Registrant has revised the corporate structure diagram on page 11 to include a dotted line to designate
our relationship with our VIE rather than a solid line.
U.S.
Securities and Exchange Commission
July
13, 2023
Page
2
Condensed
Consolidating Schedule, page 14
3.
We reviewed the revisions made in response to comment 10. Please revise future filings to include a separate column for the WFOE that
is the primary beneficiary of the VIE.
Response:
The
Registrant will revise the Condensed Consolidating Schedule in future filings to include a separate column for the WFOE that is the primary
beneficiary of the VIE.
Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schueterintl.com. If you wish to speak with us, please feel free to call me at 303-868-3382
or Celia Velletri at 303-907-4842.
Very
truly yours,
/s/
Henry F. Schlueter
Henry
F. Schlueter
C:
Kun
Peng International Ltd.
J&S
Associate