SEC Comment Letter for J & Friends Holdings Ltd (JF) (CIK 0001716338) (JF) — Oct 18, 2018
J & Friends Holdings Ltd (JF) (CIK 0001716338)
Date: Oct. 18, 2018 · CIK: 0001716338 · Accession: 0000000000-18-032658
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 16, 2018
Letter
Mail Stop 3040 October 17 , 2018 Wei Wei Chief Executive Officer Pintec Technology Holdings Limited 216, 2/F East Gate, Pacific Century Place No. A2 Gongti North Road Chaoyang District, Beijing People’s Republic of China
Re: Pintec Technology Holdings Limited Amendment No. 1 to Registration Statement on Form F -1 Filed October 10 , 2018 File No. 333 -226188
Dear Mr. Wei :
We have reviewed your amended registration statement and have the following comments. In some of our comments, 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 informati on. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comm ents are to comments in our July 26 , 2018 letter.
Management’s Discussion and Analysis of Financial Conditio n and Results of Operations
Critical Accounting Policies, Judgments and Estimates
Share -based compensation expenses, page 102
1. Revise to include a discussion of the methods used to determine the fair value of the underlying Pintec ordinary shares and the nature of the material assumptions involved. We refer you to your response letter dated July 16, 2018 where you indicated that you would provide this disclosure.
Wei Wei Pintec Technology Holdings Limited October 17 , 2018 Page 2
Description of American Depositary Shares, page 189
2. We note the deposit agreement that has been filed as Exhibit 4.3 to the registration statement provides for the irrevocable waiver of any right to a trial by jury in any claim against you. In this section of the prospectus and a risk factor, please describe how this provision impacts the rights of your ADS holders, and highlight its irrevocability. As part of your response, please also (i) clarify whether this provision applies to claims under the U.S. federal securities laws, and if so, disclose that your ADS holders will not be deem ed to have waived your compliance with such laws and the rules and regulations thereunder; and (ii) specifically describe the basis for your belief that it is enforceable under federal law and the law of the State of New York.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 18. Share based compensation expenses , page F -105
3. Revise page F -109 to disclose the amount of share -based compensation expense that will be recognized at the completion of the IPO for the options with the perfor mance condition.
4. Please revise here and in the critical accounting policy beginning on page 102 to provide a rollforward for the Pintec option activity. Also, revise your disclosures in the critical accounting policy section to discuss the May 2018 gr ant.
You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Christine Dietz, Assistant Chief Accountant, at (202) 551 -3408 if you have questions regarding comments on the financial statements and related matters. Please contact Bernard Nolan, Attorney -Adviser, at (202) 551 -6515 or, in his absence, me at (202) 551 -3453 with any other questions. If you require furthe r assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.
Sincerely,
/s/ Jan Woo
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Mail Stop 3040 October 17 , 2018 Wei Wei Chief Executive Officer Pintec Technology Holdings Limited 216, 2/F East Gate, Pacific Century Place No. A2 Gongti North Road Chaoyang District, Beijing People’s Republic of China Re: Pintec Technology Holdings Limited Amendment No. 1 to Registration Statement on Form F -1 Filed October 10 , 2018 File No. 333 -226188 Dear Mr. Wei : We have reviewed your amended registration statement and have the following comments. In some of our comments, 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 informati on. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comm ents are to comments in our July 26 , 2018 letter. Management’s Discussion and Analysis of Financial Conditio n and Results of Operations Critical Accounting Policies, Judgments and Estimates Share -based compensation expenses, page 102 1. Revise to include a discussion of the methods used to determine the fair value of the underlying Pintec ordinary shares and the nature of the material assumptions involved. We refer you to your response letter dated July 16, 2018 where you indicated that you would provide this disclosure. Wei Wei Pintec Technology Holdings Limited October 17 , 2018 Page 2 Description of American Depositary Shares, page 189 2. We note the deposit agreement that has been filed as Exhibit 4.3 to the registration statement provides for the irrevocable waiver of any right to a trial by jury in any claim against you. In this section of the prospectus and a risk factor, please describe how this provision impacts the rights of your ADS holders, and highlight its irrevocability. As part of your response, please also (i) clarify whether this provision applies to claims under the U.S. federal securities laws, and if so, disclose that your ADS holders will not be deem ed to have waived your compliance with such laws and the rules and regulations thereunder; and (ii) specifically describe the basis for your belief that it is enforceable under federal law and the law of the State of New York. Notes to Unaudited Condensed Consolidated Financial Statements Note 18. Share based compensation expenses , page F -105 3. Revise page F -109 to disclose the amount of share -based compensation expense that will be recognized at the completion of the IPO for the options with the perfor mance condition. 4. Please revise here and in the critical accounting policy beginning on page 102 to provide a rollforward for the Pintec option activity. Also, revise your disclosures in the critical accounting policy section to discuss the May 2018 gr ant. You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Christine Dietz, Assistant Chief Accountant, at (202) 551 -3408 if you have questions regarding comments on the financial statements and related matters. Please contact Bernard Nolan, Attorney -Adviser, at (202) 551 -6515 or, in his absence, me at (202) 551 -3453 with any other questions. If you require furthe r assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP