SEC Comment Letter for MDJM LTD (UOKA, UOKAF) (CIK 0001741534) (UOKAF) — Sep 19, 2018
MDJM LTD (UOKA, UOKAF) (CIK 0001741534)
Date: Sept. 19, 2018 · CIK: 0001741534 · Accession: 0000000000-18-029498
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3233 September 19 , 2018 Via E -mail Siping Xu , Chairman and Chief Executive Officer MDJM LTD Suite C -1505, Saidun Center Xikang Road, Heping District, Tianjin People’s Republic of China
Re: MDJM LTD Amendment No. 1 to Registration Statement on Form F -1 Filed September 7, 2018 File No. 333 -226826
Dear Mr. Xu :
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 information . If you do not believe our comments apply to your facts and circumstances or do not bel ieve 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.
Use of Proceeds, page 38
1. We note that the total of the line items in the table for both the minimum offering and the maximum offering exceed the estimated net offering proceeds in both cases. Please revise.
Capitalization, page 40
2. Please revise the number of shares underlying the warrants issued to the underwrite rs to be consistent with the disclosure in the fee table and the underwriting section.
Siping Xu , Chairman and Chief Executive Officer MDJM LTD September 1 9, 2018 Page 2
Dilution, page 41
3. In the table, the line item “A s adjusted net tangible book value per Ordinary Share attributable to payments by new investors ” repres ents the total amount of adjusted net tangible book value per ordinary share, not the amount attributable to purchases by new investors. Please revise to reconcile the table to the narrative disclosure.
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 effective date of the registration statement.
You may contact William Demarest at (202)551 -3432 or Kristi Marrone at (202)551 - 3429 if you have questions regarding comments on the financial statements and re lated matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3401 with any other questions.
Sincerely,
/s/ Jennifer Gowetski
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Mail Stop 3233
September 19 , 2018
Via E -mail
Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
Suite C -1505, Saidun Center
Xikang Road, Heping District, Tianjin
People’s Republic of China
Re: MDJM LTD
Amendment No. 1 to Registration Statement on Form F -1
Filed September 7, 2018
File No. 333 -226826
Dear Mr. Xu :
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 information . If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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.
Use of Proceeds, page 38
1. We note that the total of the line items in the table for both the minimum offering and the
maximum offering exceed the estimated net offering proceeds in both cases. Please
revise.
Capitalization, page 40
2. Please revise the number of shares underlying the warrants issued to the underwrite rs to
be consistent with the disclosure in the fee table and the underwriting section.
Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
September 1 9, 2018
Page 2
Dilution, page 41
3. In the table, the line item “A s adjusted net tangible book value per Ordinary Share
attributable to payments by new investors ” repres ents the total amount of adjusted net
tangible book value per ordinary share, not the amount attributable to purchases by new
investors. Please revise to reconcile the table to the narrative disclosure.
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 effective date of the registration
statement.
You may contact William Demarest at (202)551 -3432 or Kristi Marrone at (202)551 -
3429 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3401 with any other questions.
Sincerely,
/s/ Jennifer Gowetski
Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities
cc: Ying Li, Esq. ( via e -mail)