SEC Comment Letter for Mynd.ai, Inc. (MYND) (CIK 0001708441) (MYND) — Sep 7, 2017
Mynd.ai, Inc. (MYND) (CIK 0001708441)
Date: Sept. 7, 2017 · CIK: 0001708441 · Accession: 0000000000-17-031670
AI Filing Summary & Sentiment
Letter
Mail Stop 3720 September 7, 2017 Yanlai Shi Chief Executive Officer RYB Education, Inc. 4/F No.29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China
Re: RYB Education, Inc. Registration Statement on Form F -1 Filed August 30, 2017 File No. 333 -220259
Dear Ms. Shi :
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies 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.
Exhibit 5.1
1. Counsel’s assumption contained in Section 2.3 to the legality opinion is unduly broad. Counsel may not assume material facts underlying the opinion or any readily ascertainable facts. Please file a revised opinion without such assumption. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19.
We remind you that the company and its management a re responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to revi ew any amendment prior to the requested effective date of the registration statement.
Yanlai Shi RYB Education, Inc. September 7, 2017 Page 2
You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments o n the financial statements and related matters. Please contact Joshua Shainess, Attorney -Adviser, at (202) 551 -7951 or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
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Mail Stop 3720 September 7, 2017 Yanlai Shi Chief Executive Officer RYB Education, Inc. 4/F No.29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China Re: RYB Education, Inc. Registration Statement on Form F -1 Filed August 30, 2017 File No. 333 -220259 Dear Ms. Shi : We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies 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. Exhibit 5.1 1. Counsel’s assumption contained in Section 2.3 to the legality opinion is unduly broad. Counsel may not assume material facts underlying the opinion or any readily ascertainable facts. Please file a revised opinion without such assumption. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19. We remind you that the company and its management a re responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to revi ew any amendment prior to the requested effective date of the registration statement. Yanlai Shi RYB Education, Inc. September 7, 2017 Page 2 You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments o n the financial statements and related matters. Please contact Joshua Shainess, Attorney -Adviser, at (202) 551 -7951 or me at (202) 551 -3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director AD Office 11 – Telecommunications