SEC Company Response from Phoenix Tree Holdings Ltd (CIK 0001785154) — Jan 15, 2020
Phoenix Tree Holdings Ltd (CIK 0001785154)
Date: Jan. 15, 2020 · CIK: 0001785154 · Accession: 0001104659-20-004190
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File numbers found in text: 001-39178, 333-234354
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CORRESP 1 filename1.htm Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 U.S.A Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 U.S.A. J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 U.S.A. As representatives of the prospective underwriters VIA EDGAR January 15, 2020 Office of Real Estate & Construction Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Sonia Barros, Esq. Mr. Ronald E. Alper, Esq. Ms. Folake Ayoola, Esq. Mr. Wilson Lee Mr. Eric McPhee Re: Phoenix Tree Holdings Limited (the “Company”) (CIK No. 0001785154) Registration Statement on Form F-1, as amended (Registration No. 333-234354) Registration Statement on Form 8-A (Registration No. 001-39178) Ladies and Gentlemen: We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Daylight Time on January 16, 2020, or as soon thereafter as is practicable. Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between January 8, 2020 and the date hereof, approximately 1970 copies of the preliminary prospectus of the Company dated January 8, 2020 were distributed to prospective underwriters, dealers, institutional investors and others. We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature page follows] Very truly yours, As representatives of the prospective underwriters CITIGROUP GLOBAL MARKETS INC. By: /s/ Katherine Fang Name: Katherine Fang Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Marc Bernstein Name: Marc Bernstein Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ Lucy Wang Name: Lucy Wang Title: Executive Director [Underwriters Acceleration Request]