SEC Comment Letter for Agape ATP Corp (ATPC) (CIK 0001713210) (ATPC) — Sep 21, 2017
Agape ATP Corp (ATPC) (CIK 0001713210)
Date: Sept. 21, 2017 · CIK: 0001713210 · Accession: 0000000000-17-033540
AI Filing Summary & Sentiment
File numbers found in text: 333-220144
Letter
Mail Stop 3561 September 20, 2017 Via E -mail How Kok Choong Chief Executive Officer Agape ATP Corporation No. 17, 17 -1, 17 -2, 17 -3, Wisma Laxton, Jalan Desa, Taman Desa, Off Jalan Klang Lama, 58100 Kuala Lumpur, Malaysi a
Re: Agape ATP Corporation Registration Statement on Form S-1 Filed August 24, 2017 File No. 333-220144
Dear Mr. How:
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to prov ide 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 comments apply to your facts and circumstances o r 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 these comments, we may have additional comments.
General
1. Please revise to include the dealer prospectus delivery obligation on the outside back cover page of the prospectus. See Item 502(b) of Regulation S -K.
Prospectus Summary, page 2
2. We note your statement that Mr. How will be selling share s of common stock on behalf of the company and simultaneously selling his p ersonal shares of common stock. Please indicate what factors the company anticipate s considering in determining whether Mr. How sells the company’s share s of common stock or sells his own shares of common
How Kok Choong Agape ATP Corporation September 20, 2017 Page 2
stock . Additionally, add a risk factor address ing the risks to investors f rom Mr. How ’s selling shares for his own account and also selling shares on the company ’s behalf.
Risk Factors, page 5
3. Please include risk factor disclo sure addressing the risks of reselling third -party products.
Description of Business, page 15
4. We note your website, www.agapeatp.com , contains details that appear material to investors in your o ffering. It also appears that the information on your website deviates substantially from the disclosure contained in your prospectus. For example, the content on your website suggests that you have a “ medical research team” in place , a profes sional marketing team, medical advisors and that you plan to employ multi -level marketing for the sale of the products that make up your ATP Zeta Super Health Program. Please revise your prospectus to provide the material information or advise us as appropriate.
5. Please revise to address the s ources and availability of the nine products that are part of your ATP Zeta Super Health Program.
6. Please revise to address the c ompetitive business conditions , the company's competitive position in the industry along with the methods of competition .
7. Please provide disclosure regarding any potential governmental regulation related to your plan to market and sell health advisory services based on the nine products in your ATP Zeta Super Health Program . See Item 101(h)(4)(ix) of Regulation S -K.
Use of Proceeds, page 17
8. We note risk factor disclosure on page 12 regarding the company’s broad disc retion in the allocation of the net proceeds of this offering. We also note your statement that “funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests.” The company may reserv e the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. See Instruction 7 to Item 504 of Regulation S -K. Pleas e revise your disclosure accordingly.
Dilution, page 18
9. Please revise this section to provide a comparison of the public contribution by investors in the public offering and the effective ca sh contribution of existing stockholders. Also include the percentage of securities held by investors in the public offering and the percentage of securities held by the existing stockholders. See Item 506 of Regulation S -K.
How Kok Choong Agape ATP Corporation September 20, 2017 Page 3
Plan of Distribution, page 20
10. We note your statement that “the Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company.” Please tell us how you comply with Rule 415(a)(ix) of Regulation C or revise as appropriate.
Security Ownership of Certain Beneficial Owners and Management, page 26
11. We note your footnote to the beneficial ownership table indicates that HKC Holdings Sdn. Bhd. is owned and controlled by Mr. How . It appears that Mr. How controls the voting and dispositive power over the shares held by HKC Holdings Sdn. Bhd. Accordingly, it appears that these shares should be included in Mr. How 's beneficial ownership calculation. Please revise or advise. See Item 40 3 of Regulation S -K and Exchange Act Rule 13d-3.
Certain Relationships and Related Transactions, page 26
12. Please revise disclosure in this section to clearly identify the basis on which the named person is a related party. See Item 404(a)(1) of Regulat ion S -K. Also file as an exhibit any material contract with any of the directors, officers, promoters, and/or shareholders named in the filing.
13. Please provide the information required by Item 404(c) of Regulation S -K.
14. It appears that a number of the noted transactions do not appear to be related party transactions. Please revise to only address related party transactions in th is section.
15. Please revise to identify the director of the company who advanced $100 and $25,000 to the company.
16. We note your statement that the company incurred incorporation fees of $2,200 and professional fees of $90,000 during the year ended June 30, 2017 and period ended June 30, 2016. Please provide the information requir ed by Item 404 of Regulation S -K for these transactions or advise as appropriate.
Par II
Other Expenses of Issuance and Distribution, page 27
17. Please revise to indicate the portion of such expenses to be bo rne by the selling shareholders.
How Kok Choong Agape ATP Corporation September 20, 2017 Page 4
Recent Sales of Unregistered Securities, page 28
18. Please briefly state the facts relied upon to make the Section 4(a)(2) exemption available.
Undertakings, page 29
19. Please p rovide the exact undertaking required by Item 512(a)(6)(i) of Regulation S -K.
We remind you that the company and its management are 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 review any amendment prior to the requested effect ive date of the registration statement.
You may contact James Giugliano at (202) 551 -3319 or Nasreen Mohammed at (202) 551-3773 if you have questions regarding comments on the financial statements and related matters. Please contact Hillary Daniels at (202) 551 -3959 or David Link at (202) 551 -3356 with any other questions.
Sincerely,
/s/ David Link for
Show Raw Text
Mail Stop 3561
September 20, 2017
Via E -mail
How Kok Choong
Chief Executive Officer
Agape ATP Corporation
No. 17, 17 -1, 17 -2, 17 -3, Wisma Laxton, Jalan Desa, Taman Desa,
Off Jalan Klang Lama, 58100 Kuala Lumpur, Malaysi a
Re: Agape ATP Corporation
Registration Statement on Form S-1
Filed August 24, 2017
File No. 333-220144
Dear Mr. How:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to prov ide 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 comments apply to your facts and
circumstances o r 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 these comments, we may have additional comments.
General
1. Please revise to include the dealer prospectus delivery obligation on the outside back
cover page of the prospectus. See Item 502(b) of Regulation S -K.
Prospectus Summary, page 2
2. We note your statement that Mr. How will be selling share s of common stock on behalf
of the company and simultaneously selling his p ersonal shares of common stock. Please
indicate what factors the company anticipate s considering in determining whether Mr.
How sells the company’s share s of common stock or sells his own shares of common
How Kok Choong
Agape ATP Corporation
September 20, 2017
Page 2
stock . Additionally, add a risk factor address ing the risks to investors f rom Mr. How ’s
selling shares for his own account and also selling shares on the company ’s behalf.
Risk Factors, page 5
3. Please include risk factor disclo sure addressing the risks of reselling third -party products.
Description of Business, page 15
4. We note your website, www.agapeatp.com , contains details that appear material to
investors in your o ffering. It also appears that the information on your website deviates
substantially from the disclosure contained in your prospectus. For example, the content
on your website suggests that you have a “ medical research team” in place , a
profes sional marketing team, medical advisors and that you plan to employ multi -level
marketing for the sale of the products that make up your ATP Zeta Super Health
Program. Please revise your prospectus to provide the material information or advise us
as appropriate.
5. Please revise to address the s ources and availability of the nine products that are part of
your ATP Zeta Super Health Program.
6. Please revise to address the c ompetitive business conditions , the company's competitive
position in the industry along with the methods of competition .
7. Please provide disclosure regarding any potential governmental regulation related to your
plan to market and sell health advisory services based on the nine products in your ATP
Zeta Super Health Program . See Item 101(h)(4)(ix) of Regulation S -K.
Use of Proceeds, page 17
8. We note risk factor disclosure on page 12 regarding the company’s broad disc retion in
the allocation of the net proceeds of this offering. We also note your statement that
“funds may be allocated in differing quantities should the Company decide at a later date
it would be in the Company’s best interests.” The company may reserv e the right to
change the use of proceeds, provided that such reservation is due to certain contingencies
that are discussed specifically and the alternatives to such use in that event are indicated.
See Instruction 7 to Item 504 of Regulation S -K. Pleas e revise your disclosure
accordingly.
Dilution, page 18
9. Please revise this section to provide a comparison of the public contribution by investors in
the public offering and the effective ca sh contribution of existing stockholders. Also include
the percentage of securities held by investors in the public offering and the percentage of
securities held by the existing stockholders. See Item 506 of Regulation S -K.
How Kok Choong
Agape ATP Corporation
September 20, 2017
Page 3
Plan of Distribution, page 20
10. We note your statement that “the Company’s shares may be sold to purchasers from time
to time directly by and subject to the discretion of the Company.” Please tell us how you
comply with Rule 415(a)(ix) of Regulation C or revise as appropriate.
Security Ownership of Certain Beneficial Owners and Management, page 26
11. We note your footnote to the beneficial ownership table indicates that HKC Holdings
Sdn. Bhd. is owned and controlled by Mr. How . It appears that Mr. How controls the
voting and dispositive power over the shares held by HKC Holdings Sdn. Bhd.
Accordingly, it appears that these shares should be included in Mr. How 's beneficial
ownership calculation. Please revise or advise. See Item 40 3 of Regulation S -K and
Exchange Act Rule 13d-3.
Certain Relationships and Related Transactions, page 26
12. Please revise disclosure in this section to clearly identify the basis on which the named
person is a related party. See Item 404(a)(1) of Regulat ion S -K. Also file as an exhibit
any material contract with any of the directors, officers, promoters, and/or shareholders
named in the filing.
13. Please provide the information required by Item 404(c) of Regulation S -K.
14. It appears that a number of the noted transactions do not appear to be related party
transactions. Please revise to only address related party transactions in th is section.
15. Please revise to identify the director of the company who advanced $100 and $25,000 to
the company.
16. We note your statement that the company incurred incorporation fees of $2,200 and
professional fees of $90,000 during the year ended June 30, 2017 and period ended June
30, 2016. Please provide the information requir ed by Item 404 of Regulation S -K for
these transactions or advise as appropriate.
Par II
Other Expenses of Issuance and Distribution, page 27
17. Please revise to indicate the portion of such expenses to be bo rne by the selling
shareholders.
How Kok Choong
Agape ATP Corporation
September 20, 2017
Page 4
Recent Sales of Unregistered Securities, page 28
18. Please briefly state the facts relied upon to make the Section 4(a)(2) exemption available.
Undertakings, page 29
19. Please p rovide the exact undertaking required by Item 512(a)(6)(i) of Regulation S -K.
We remind you that the company and its management are 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 review any amendment prior to the requested effect ive date of the registration
statement.
You may contact James Giugliano at (202) 551 -3319 or Nasreen Mohammed at (202)
551-3773 if you have questions regarding comments on the financial statements and related
matters. Please contact Hillary Daniels at (202) 551 -3959 or David Link at (202) 551 -3356 with
any other questions.
Sincerely,
/s/ David Link for
John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining
cc: Jeffrey DeNunzio, President
V Financial Group, LLC