SEC Company Response from MDJM LTD (UOKA, UOKAF) (CIK 0001741534) (UOKAF) — Sep 20, 2018
MDJM LTD (UOKA, UOKAF) (CIK 0001741534)
Date: Sept. 20, 2018 · CIK: 0001741534 · Accession: 0001144204-18-050085
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-226826
Referenced dates: September 19, 2018
Letter
Division of Corporate Finance Office of Real Estate and Commodities Re: MDJM LTD Amendment No. 1 to Registration Statement on Form F-1 Filed September 7, 2018 File No. 333-226826
Dear Ms. Gowetski:
MDJM LTD (the “Company”, “ “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 19, 2018 regarding our Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment”) previously filed on September 7, 2018. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An Amendment No. 2 to Registration Statement on Form F-1 is also submitted separately (the “Amendment”).
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.
Response: In response to the Staff’s comment, we have made changes on page 38 of this Amendment.
Capitalization, page 40
2. Please revise the number of shares underlying the warrants issued to the underwriters to be consistent with the disclosure in the fee table and the underwriting section.
Response: In response to the Staff’s comment, we have made changes on page 40 of this Amendment.
Dilution, page 41
3. In the table, the line item “As adjusted net tangible book value per Ordinary Share attributable to payments by new investors” represents 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.
Response: In response to the Staff’s comment, we have made changes on page 41 of this Amendment.
Thank you in advance for your assistance in reviewing this response and the Amendment No. 2 to the Registration Statement on Form F-1. Should you have any questions with respect to the above responses, please do not hesitate to call our counsel, Ying Li, Esq. of Hunter Taubman Fischer & Li LLC at yli@htflawyers.com, or by telephone at (212) 530-2210.
Very Truly yours,
/s/ Siping Xu
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CORRESP
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filename1.htm
MDJM LTD
Suite C-1505, Saidun Center
Xikang Road, Heping District, Tianjin
People’s Republic of China
+86-2283520851
September
20, 2018
Via E-mail
Jennifer Gowetski, Senior Counsel
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate and Commodities
100 F Street, N.E.
Mail Stop 3233
Washington, DC 20549
Re:
MDJM LTD
Amendment No. 1 to Registration Statement on Form F-1
Filed September 7, 2018
File No. 333-226826
Dear Ms. Gowetski:
MDJM LTD (the “Company”,
“ “we”, “us” or “our”) hereby transmits its response to the letter received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 19, 2018
regarding our Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment”) previously filed on September
7, 2018. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
An Amendment No. 2 to Registration Statement on Form F-1 is also submitted separately (the “Amendment”).
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.
Response: In response
to the Staff’s comment, we have made changes on page 38 of this Amendment.
Capitalization, page 40
2. Please revise the number of shares underlying the warrants issued to the underwriters to be consistent
with the disclosure in the fee table and the underwriting section.
Response: In response
to the Staff’s comment, we have made changes on page 40 of this Amendment.
Dilution, page 41
3. In the table, the line item “As adjusted net tangible book value per Ordinary Share attributable
to payments by new investors” represents 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.
Response: In response
to the Staff’s comment, we have made changes on page 41 of this Amendment.
Thank you in advance
for your assistance in reviewing this response and the Amendment No. 2 to the Registration Statement on Form F-1. Should you have
any questions with respect to the above responses, please do not hesitate to call our counsel, Ying Li, Esq. of Hunter Taubman
Fischer & Li LLC at yli@htflawyers.com, or by telephone at (212) 530-2210.
Very Truly yours,
/s/ Siping Xu
Name: Siping Xu
Title: Chairman of the Board
and Chief Executive Officer
cc: Ying Li, Esq.
Hunter Taubman Fischer & Li LLC