SEC Comment Letter for Mercurity Fintech Holding Inc. (MFH) (CIK 0001527762) (CD) — Mar 31, 2015
Mercurity Fintech Holding Inc. (MFH) (CIK 0001527762)
Date: March 31, 2015 · CIK: 0001527762 · Accession: 0000000000-15-018751
AI Filing Summary & Sentiment
Reasoning
Letter
March 30 , 2015 Maodong Xu, CEO Wowo Limited Third Floor, Chuangxin Building No. 18 Xinxi Road, Haidian District, Beijing People's Republic of China
Re: Wowo Limited Amendment No. 4 to Registration Statement on Form F -1 Filed March 30 , 2015 File No. 333 -201413
Dear Mr. Xu:
We have reviewed your registration statement and have the following comments. References to prior comments are to those in our letter dated March 18 , 2015.
General
1. We note your response to prior comment 2. Please clarify in your response letter if potential investors will open and fund trading accounts with Axiom Capital Management or directly with National Financial Services LLC.
Risk Factors
Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates
If the PRC government finds that the agreements that establish the structure for operating our businesses in China…, page 34
2. We continue to review your response to prior comment 4. We may have further comment.
Underwriting, page 192
3. Please confirm that Axiom Capital Management is committed to take and pay for all of the ADSs being offered or, if not, advise us of the amount that it is committe d to purchase. Please tell us how Axiom Capital Management plans to comply with its net capital obligations under Exchange Act Rule 15c3 -1 in light of this purchase obligation.
Maodong Xu Wowo Limited March 30 , 2015 Page 2
Exhibits
4. We note that you have removed Exhibit 99.2, which was to contain the opinion of the B & D Law Firm regarding certain PRC legal matters , from the exhibit index . Please file as an exhibit to your registration statement a copy of your PRC counsel’s opinion, as well as counsel’s written consent to being named in the prospe ctus and to your references to the opinion in the prospectus.
You may contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding comments on the financial sta tements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.
Sincerely,
/s/ Barbara C. Jacobs
Show Raw Text
March 30 , 2015
Maodong Xu, CEO
Wowo Limited
Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China
Re: Wowo Limited
Amendment No. 4 to Registration Statement on Form F -1
Filed March 30 , 2015
File No. 333 -201413
Dear Mr. Xu:
We have reviewed your registration statement and have the following comments.
References to prior comments are to those in our letter dated March 18 , 2015.
General
1. We note your response to prior comment 2. Please clarify in your response letter if
potential investors will open and fund trading accounts with Axiom Capital Management
or directly with National Financial Services LLC.
Risk Factors
Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements
with our Affiliates
If the PRC government finds that the agreements that establish the structure for operating our
businesses in China…, page 34
2. We continue to review your response to prior comment 4. We may have further
comment.
Underwriting, page 192
3. Please confirm that Axiom Capital Management is committed to take and pay for all of
the ADSs being offered or, if not, advise us of the amount that it is committe d to
purchase. Please tell us how Axiom Capital Management plans to comply with its net
capital obligations under Exchange Act Rule 15c3 -1 in light of this purchase obligation.
Maodong Xu
Wowo Limited
March 30 , 2015
Page 2
Exhibits
4. We note that you have removed Exhibit 99.2, which was to contain the opinion of the
B & D Law Firm regarding certain PRC legal matters , from the exhibit index . Please file
as an exhibit to your registration statement a copy of your PRC counsel’s opinion, as well
as counsel’s written consent to being named in the prospe ctus and to your references to
the opinion in the prospectus.
You may contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 or Patrick
Gilmore, Accounting Branch Chief, at (202) 551 -3406 if you have questions regarding
comments on the financial sta tements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or me at (202) 551 -3730 with any other questions.
Sincerely,
/s/ Barbara C. Jacobs
Barbara C. Jacobs
Assistant Director
cc: Julian Lin, Esq.
Jones Day