SEC Company Response from MingZhu Logistics Holdings Ltd (YGMZ) (CIK 0001782037) (YGMZF) — Apr 23, 2020
MingZhu Logistics Holdings Ltd (YGMZ) (CIK 0001782037)
Date: April 23, 2020 · CIK: 0001782037 · Accession: 0001213900-20-009960
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-233992
Letter
VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Amendment No. 3 to Registration Statement on Form F-1 Filed February 18, 2020 File No. 333-233992
Dear Mr. McWilliams:
MingZhu Logistics Holdings Limited (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated February 26, 2020, regarding the Company’s Amendment No. 3 to Registration Statement on Form F-1 (the “Registration Statement”) filed on February 18, 2020.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement on Form F-1/A (the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
Form F-1/A filed February 18, 2020
Management
Compensation of Directors and Executive Officers, page 99
1. Please update the disclosure in this section, and under "Outstanding Equity Awards at Fiscal Year-End" for fiscal year 2019, the last full financial year. Refer to Item 6.B of Form 20-F.
In response to the Staff’s comment, we have revised the disclosure on page 105 of the Registration Statement to disclose the compensation and equity awards for the year ended December 31, 2019.
Page 2
Consolidated Financial Statements, page F-1
2. Please update your financial statements in accordance with the requirements of Item 8(A)(4) of Form 20-F, or tell us why you believe an update is unnecessary. Specifically, in the case of an initial public offering, the audited financial statements shall be as of a date not older than 12 months at the time the document is filed. In such cases, the audited financial statements may cover a period of less than a full year.
In response to the Staff’s comment, we have included updated audited financial statements starting from page F-2 of the Registration Statement.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP by email at jdeblinger@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Jinlong Yang
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MingZhu Logistics Holdings Limited
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
VIA EDGAR
April 23, 2020
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attn: J. Nolan McWilliams
Re:
MingZhu Logistics Holdings Limited
Amendment No. 3 to
Registration Statement on Form F-1
Filed February 18, 2020
File No. 333-233992
Dear Mr. McWilliams:
MingZhu Logistics Holdings
Limited (the “Company” or “we”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 26, 2020, regarding the Company’s Amendment No. 3 to Registration Statement on Form F-1 (the “Registration
Statement”) filed on February 18, 2020.
For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement on Form
F-1/A (the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with
the submission of this letter.
Form F-1/A filed February 18, 2020
Management
Compensation of Directors and Executive
Officers, page 99
1. Please update the disclosure in this section, and under "Outstanding Equity Awards at Fiscal
Year-End" for fiscal year 2019, the last full financial year. Refer to Item 6.B of Form 20-F.
In response to the Staff’s
comment, we have revised the disclosure on page 105 of the Registration Statement to disclose the compensation and equity awards
for the year ended December 31, 2019.
Page 2
Consolidated Financial Statements, page
F-1
2. Please update your financial statements in accordance with the requirements of Item 8(A)(4)
of Form 20-F, or tell us why you believe an update is unnecessary. Specifically, in the case of an initial public offering, the
audited financial statements shall be as of a date not older than 12 months at the time the document is filed. In such cases, the
audited financial statements may cover a period of less than a full year.
In response to the Staff’s
comment, we have included updated audited financial statements starting from page F-2 of the Registration Statement.
We thank the Staff for
its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel
Jonathan Deblinger, Esq. of Ellenoff Grossman & Schole LLP by email at jdeblinger@egsllp.com or by telephone at (212)
370-1300.
Sincerely,
/s/ Jinlong Yang
Jinlong Yang
cc:
Jonathan Deblinger
Ellenoff Grossman & Schole LLP