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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

Risk Disclosure Regulatory Compliance Business Model Clarity

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
April 24, 2018
Author
/s/ Brigitte Lippmann (for)
Form
UPLOAD
Company
Cenntro Inc. (CENN) (CIK 0001707919)

Letter

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)

Show Raw Text
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