SEC Comment Letter 0000000000-23-002327 to MingZhu Logistics Holdings Ltd (YGMZF)
MingZhu Logistics Holdings Ltd
Date: March 9, 2023 · CIK: 0001782037 · Accession: 0000000000-23-002327
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File numbers found in text: 001-39654
Letter
United States securities and exchange commission logo March 9, 2023 Jingwei Zhang Chief Financial Officer MingZhu Logistics Holdings Limited 27F Yantian Modern Industry Service Center No. 3018 Shayan Road, Yantian District Shenzhen, Guangdong, China 518081 Re:MingZhu Logistics Holdings Limited Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021 filed March 3, 2023 Response dated March 3, 2023 File No. 001-39654 Dear Jingwei Zhang: We have reviewed your March 3, 2023 response to our comment letter 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 17, 2023 letter. Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021 Financial Statements Notes to Consolidated Financial Statements Note 2 - Restatement of Previously Issued Financial Statements, page F-9 1.We note your revised disclosures and restatements in response to prior comment 2. We note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi BVI as purchase consideration was based on the quoted trading price of $2.12 per share on the date of acquisition. However, it appears you have recorded the revisions in purchase consideration arising from changes in the valuation of shares issued by reducing other payables and accrued liabilities rather than in the statement of changes in
FirstName LastNameJingwei Zhang Comapany NameMingZhu Logistics Holdings Limited March 9, 2023 Page 2 FirstName LastName Jingwei Zhang MingZhu Logistics Holdings Limited March 9, 2023 Page 2 shareholders' equity. Please revise your financial statements and disclosures as appropriate or advise. In addition, please revise the total amount purchase consideration disclosed in notes 1, 12 and 20. Note 23 - Subsequent events (restatement), page F-35 2.We note your revised disclosures in response to prior comment 2 relating to the acquisition of Yinhua. You disclose that the valuation of 3,826,000 ordinary shares issued in the acquisition of Yinhua as purchase consideration was based on the quoted trading price of $1.85 per share on the date of acquisition. Using that price per share in the revised valuation would result in purchase consideration of $8,949,823 (net of 1,126,777 of cash), with $5,364,709 allocated to goodwill rather than the $6,397,729 you reported. Please revise or advise. In addition, please revise the total amount of purchase consideration paid and per share value disclosed in paragraph 2, as appropriate. You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
March 9, 2023
Jingwei Zhang
Chief Financial Officer
MingZhu Logistics Holdings Limited
27F Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
Re:MingZhu Logistics Holdings Limited
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
filed March 3, 2023
Response dated March 3, 2023
File No. 001-39654
Dear Jingwei Zhang:
We have reviewed your March 3, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
February 17, 2023 letter.
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-9
1.We note your revised disclosures and restatements in response to prior comment 2. We
note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi
BVI as purchase consideration was based on the quoted trading price of $2.12 per share
on the date of acquisition. However, it appears you have recorded the revisions in
purchase consideration arising from changes in the valuation of shares issued by reducing
other payables and accrued liabilities rather than in the statement of changes in
FirstName LastNameJingwei Zhang
Comapany NameMingZhu Logistics Holdings Limited
March 9, 2023 Page 2
FirstName LastName
Jingwei Zhang
MingZhu Logistics Holdings Limited
March 9, 2023
Page 2
shareholders' equity. Please revise your financial statements and disclosures as
appropriate or advise. In addition, please revise the total amount purchase consideration
disclosed in notes 1, 12 and 20.
Note 23 - Subsequent events (restatement), page F-35
2.We note your revised disclosures in response to prior comment 2 relating to the
acquisition of Yinhua. You disclose that the valuation of 3,826,000 ordinary shares issued
in the acquisition of Yinhua as purchase consideration was based on the quoted trading
price of $1.85 per share on the date of acquisition. Using that price per share in the
revised valuation would result in purchase consideration of $8,949,823 (net of 1,126,777
of cash), with $5,364,709 allocated to goodwill rather than the $6,397,729 you reported.
Please revise or advise. In addition, please revise the total amount of purchase
consideration paid and per share value disclosed in paragraph 2, as appropriate.
You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation