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: 0001104659-20-004191
AI Filing Summary & Sentiment
File numbers found in text: 333-234354
Letter
Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
Direct Dial Number (852) 2514-7620
E-mail Address ygao@stblaw.com
January 15, 2020
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
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
Registration Statement on Form F-1
File No. 333-234354
Ladies and Gentlemen:
On behalf of our client, Phoenix Tree Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we are filing herewith the Company’s Amendment No.3 to the Registration Statement on Form F-1 (the “Amendment No.3”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended.
The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about January 16, 2020, and will file the joint acceleration requests today. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this IPO timetable.
DANIEL FERTIG
ADAM C. FURBER
YI GAO
ADAM S. GOLDBERG
MAKIKO HARUNARI
JONATHAN HWANG
IAN C. HO
ANTHONY D. KING
CELIA C.L. LAM
CHRIS K.H. LIN
JIN HYUK PARK
KATHRYN KING SUDOL
CHRISTOPHER K.S. WONG
RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:
NEW YORK
BEIJING
HOUSTON
LONDON
LOS ANGELES
PALO ALTO
SÃO PAULO
TOKYO
WASHINGTON, D.C.
January 15, 2020
We enclose herewith five (5) courtesy copies of the Amendment No.3, which has been marked to show changes to the Company’s Registration Statement filed with the Commission on January 8, 2020.
The Company has revised the disclosure regarding the indications of interest on the front cover page as well as pages 19, 62, 169 and 210 of the Amendment No.3. The Company has also revised the footnote on page 157 to clarify the effectiveness date of the resignations by two directors.
If you have any question regarding the Registration Statement, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Chenjing Shen at +852-2514-7526 (work), +852-9845-1886 (mobile) or chenjing.shen@stblaw.com (email).
Very truly yours,
/s/ Yi Gao
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CORRESP 1 filename1.htm Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number (852) 2514-7620 E-mail Address ygao@stblaw.com January 15, 2020 CONFIDENTIAL AND VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. 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 Registration Statement on Form F-1 File No. 333-234354 Ladies and Gentlemen: On behalf of our client, Phoenix Tree Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we are filing herewith the Company’s Amendment No.3 to the Registration Statement on Form F-1 (the “Amendment No.3”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about January 16, 2020, and will file the joint acceleration requests today. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this IPO timetable. DANIEL FERTIG ADAM C. FURBER YI GAO ADAM S. GOLDBERG MAKIKO HARUNARI JONATHAN HWANG IAN C. HO ANTHONY D. KING CELIA C.L. LAM CHRIS K.H. LIN JIN HYUK PARK KATHRYN KING SUDOL CHRISTOPHER K.S. WONG RESIDENT PARTNERS SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN: NEW YORK BEIJING HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C. January 15, 2020 We enclose herewith five (5) courtesy copies of the Amendment No.3, which has been marked to show changes to the Company’s Registration Statement filed with the Commission on January 8, 2020. The Company has revised the disclosure regarding the indications of interest on the front cover page as well as pages 19, 62, 169 and 210 of the Amendment No.3. The Company has also revised the footnote on page 157 to clarify the effectiveness date of the resignations by two directors. If you have any question regarding the Registration Statement, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Chenjing Shen at +852-2514-7526 (work), +852-9845-1886 (mobile) or chenjing.shen@stblaw.com (email). Very truly yours, /s/ Yi Gao Yi Gao Enclosures cc: Derek Boyang Shen, Chairman Jing Gao, Chief Executive Officer and Director Yan Cui, President and Director Jason Zheng Zhang, Chief Financial Officer Phoenix Tree Holdings Limited Chris Lin Daniel Fertig Simpson Thacher & Bartlett Benjamin Su Daying Zhang Latham & Watkins LLP Allen Lu Enid Yang KPMG Huazhen LLP 2