SEC Comment Letter 0000000000-23-002112 to Oriental Culture Holding LTD (OCG) (CIK 0001776067) (OCG)
Oriental Culture Holding LTD (OCG) (CIK 0001776067)
Date: March 2, 2023 · CIK: 0001776067 · Accession: 0000000000-23-002112
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File numbers found in text: 333-262398
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United States securities and exchange commission logo
March 2, 2023
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No. 3 to Registration Statement on Form F-3
Filed February 9, 2023
File No. 333-262398
Dear Yi Shao:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 13, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 Filed February 9, 2023
Risk Factors, page 15
1.We note your disclosure that the Nan County Public Safety Bureau froze certain bank
accounts of the VIE's subsidiaries as a result of an investigation. Please provide disclosure
addressing the risks and impact of such accounts. In this regard, we note your disclosure
that "the business operations of the Company have been materially and negatively
impacted" by the frozen accounts.
FirstName LastNameYi Shao
Comapany NameOriental Culture Holding LTD
March 2, 2023 Page 2
FirstName LastName
Yi Shao
Oriental Culture Holding LTD
March 2, 2023
Page 2
You may contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey Li