SEC Comment Letter for Cenntro Inc. (CENN) (CIK 0001707919) (CENN) — Apr 24, 2018
Cenntro Inc. (CENN) (CIK 0001707919)
Date: April 24, 2018 · CIK: 0001707919 · Accession: 0000000000-18-012625
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Mail Stop 3561 April 24, 2018 Via E -Mail Justin Davis -Rice Executive Director Bendon Group Holdings Limited c/o Bendon Limited Building 7C, Huntley Street Alexandria NSW 2015, Australia Re: Bendon Group Holdings Limited Amendment No. 2 to Registration Statement on Form F -4 Filed April 23, 2018 File No. 333 -223786 Dear Mr. Davis -Rice: We have reviewed your amended registration statement 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 letter by amending your registration statement and providing the requested information . If you do not believe our comment ap plies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 16, 2018 letter . General 1. We note your response to comment 1. We also note your risk factor disclosure that if Nasdaq does not approve Hold co’s application for listing, the Transactions will not be completed. Please provide the information stockholders need to assess the magnitude of the risk. For example, if there are any known conditions that Holdco may not be able to meet for listing app roval, please disclose. Justin Davis -Rice Bendon Group Holdings Limited April 24 , 2018 Page 2 You may contact Jonathan Burr at (202) 551 -5833 or Brigitte Lippmann at (202) 551 - 3713 with any questions. Sincerely, /s/ Brigitte Lippmann (for) John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Jeffrey M. Gallant, Esq. Graubard Miller