SEC Comment Letter for Alset Inc. (AEI) (CIK 0001750106) (AEI) — Nov 25, 2019
Alset Inc. (AEI) (CIK 0001750106)
Date: Nov. 25, 2019 · CIK: 0001750106 · Accession: 0000000000-19-015833
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Letter
November 25, 2019 Chan Heng Fai Chairman and Chief Executive Officer HF Enterprises Inc. 4800 Montgomery Lane Suite 210 Bethesda MD 20814 Re:HF Enterprises Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted November 13, 2019 CIK No. 0001750106 Dear Mr. Heng Fai: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 3 to Confidential Form S-1 General 1.Please note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If you intend to exclude the exclusive forum provision from instances where there is exclusive federal jurisdiction and concurrent federal and state jurisdiction, please revise your disclosure to clarify. You may also revise your disclosure to state the provision does not
FirstName LastNameChan Heng Fai Comapany NameHF Enterprises Inc. November 25, 2019 Page 2 FirstName LastName Chan Heng Fai HF Enterprises Inc. November 25, 2019 Page 2 apply to all federal securities laws claims, and if you do, please clarify that all federal securities laws claims are excluded instead of “certain” actions. Please also revise your disclosure and certificate of incorporation to be consistent. Financial Statements, page F-1 2.Please revise to include updated financial statements in accordance with Rule 8-08 of Regulation S-X. You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Sonia Barros at 202-551-3655 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Spencer G. Feldman, Esq.
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November 25, 2019
Chan Heng Fai
Chairman and Chief Executive Officer
HF Enterprises Inc.
4800 Montgomery Lane
Suite 210
Bethesda MD 20814
Re:HF Enterprises Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 13, 2019
CIK No. 0001750106
Dear Mr. Heng Fai:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Confidential Form S-1
General
1.Please note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules
and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If you
intend to exclude the exclusive forum provision from instances where there is exclusive
federal jurisdiction and concurrent federal and state jurisdiction, please revise your
disclosure to clarify. You may also revise your disclosure to state the provision does not
FirstName LastNameChan Heng Fai
Comapany NameHF Enterprises Inc.
November 25, 2019 Page 2
FirstName LastName
Chan Heng Fai
HF Enterprises Inc.
November 25, 2019
Page 2
apply to all federal securities laws claims, and if you do, please clarify that all federal
securities laws claims are excluded instead of “certain” actions. Please also revise your
disclosure and certificate of incorporation to be consistent.
Financial Statements, page F-1
2.Please revise to include updated financial statements in accordance with Rule 8-08 of
Regulation S-X.
You may contact Jorge Bonilla at 202-551-3414 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Sonia Barros at 202-551-3655 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Spencer G. Feldman, Esq.